JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT is made the ___ day of _______ ___
BETWEEN
____________________ (NRIC No. __________) of ________________________________________ _______________________________________________________ which shall include its successors in title and assigns) (hereinafter called “Land Owner) of the First part
AND
_______________________ SDN. BHD. (C/N: ) a company incorporated in Malaysia and having its business office at Kuala Lumpur (hereinafter called “the Developer”) of the Second part.
WHEREAS
(A) The Landowner is the registered owner of all the piece of Land held under [Insert Address] measuring approximately _________________ acres (hereinafter referred to as “the Said Land”)
(B) The Said land is presently charged to Bank Bumiputra Commerce Berhad (hereinafter referred to as “the Chargee”) vide Presentation No. __________________ as security to the Loan of __________ granted by the Chargee to the Landowner.
(C) The Developer has agreed to assist the Landowner to settle the Landowners Loan with the Chargee for the sum of RM____________ and as at the date of this agreement the Developer
has forwarded a Bank Draft of Ringgit Malaysia [Insert Amount] to the Chargee being part settlement of the Landowners loan with the Chargee.
(D) The Landowner and the Developer are desirous of entering into this Agreement to jointly develop the said Land into 26 units of empty bungalow lots (hereinafter referred to as “the said Project” as joint venture parties of the said Project subject always to the relevant authorities’ approval, fulfillment of all the conditions imposed by the relevant authorities and to dispose the same thereafter upon the terms and condition hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows:-
1. AGREEMENT
In consideration of the Developer paying the Landowner’s loan with the Chargee in full and in further consideration of stipulations, agreements, undertakings, covenants and undertakings of the parties hereto as hereinafter set out, the Landowner hereby agrees to allows the Developer to develop or to apply for sub-division of the said Lands into several lots not exceeding 26 lots of bungalow unit from the relevant state authorities subject to terms and conditions hereinafter contained.
2. MODE OF PAYMENT OF THE LANDOWNER’S LOAN
1. The Landowner hereby acknowledge that prior to the execution of this agreement the Developer has remitted the sum of [Insert Amount] to the Chargee as part settlement of the Landowners Loan wrth the Chargee.
2. The Developer hereby agrees and undertake to make further payment of [Insert Amount] toward account of the Landowners with the Chargee being full and final settlement of the Landowners Loan with the Chargee forthwith after the execution of this Agreement.
3. SUB-DIVISION OF THE SAID LAND.
1. The Landowner hereby expressly agrees to allow the Developer to apply to the Relevant State Authorities for their consent to sub-divide the said Land into several bungalow lots not exceeding 26 lots (hereinafter referred to as the said Consent) at the Developer’s own cost and expenses.
2. The said Consent shall be obtained or cause to be obtained by the Developer within Twelve (12) months from the date of this Agreement (hereinafter referred to as “the Stipulated Time).
3. The Developer hereby undertake to cause the said Land to be surveyed and to take all necessary steps and do all things as may be required for the purpose of obtaining the qualifies issued documents of titles of the sub-divided lots with a proper layout plan to be approved by the relevant state authorities.
4. it is hereby expressly agreed by the parties hereto that upon succession of the sub-division application by the Developer at the relevant State authorities, the rights and benefits over the said sub-divided bungalow lots shall be apportioned between the Landowner and the Developer as follows :-
i. Four (4) units of empty lots out of Twenty Six (26) units of empty bungalow lots shall remained under the name of the Landowner (hereinafter referred to as “the Landowner Entitlement”). All the lots of the Landowner Entitlement shall be in a row and detached to each other. The Landowner shall be entitled at its absolute discretion to request the Developer to sell any lot of the Landowner
Entitlement on behalf of the Landowner at the market price to any interested purchaser(s) and the proceed of the sale shall be paid to the Landowner within (10) days from the date of payment received by the Developer from the End-Purchasers.
ii. The remaining of Twenty two (22) units of the sub-divided empty bungalow units shall belong to the Developer and be disposed by the Developer at its absolute discretion.
4. COVENANTS AND UNDERTAKINGS BY THE LANDOWNER.
The Landowner hereby covenants and undertakes with the Developer as follows :-
4.1 For the purpose of giving effect to the provisions of this Agreement the Landowner hereby for valuable consideration, covenants to execute simultaneously with the execution of this agreement
i. an irrevocable Power of Attorney in favour of the Developer or its nominee(s) to empower the Developer to do all or any acts and/or things which are required in relation to the application of sub-division of the said land into several lots not exceeding (26) lots with its category of use is for residential purpose and in the event of the said Consent is granted by the relevant authorities to do all acts and things so required in obtaining the issued documents of titles of all the sub-divided lots
ii. an irrevocable Power of Attorney in favour of the Developer and/or its nominee(s) to empower the Developer to do all or any acts and/or things which are required in relation to the sale and purchase agreement with any intended Purchasers in respect of the sub-divided lots on behalf of the Landowner including but not limited to sign and execute all-
ii.Memorandum of Transfer and necessary documents, to do all necessary acts in relation to application for issuance and collection of all separate issued document of titles
ii.
4.2 the Landowner shall give permission to the Developer or the Developer’s agents to enter the said Land or any part thereof at any times after execution of this agreement the Developer may
deem necessary.
4.3 Subject to the approval from the relevant state authorities is obtained by the Developer in respect of the sub-division of the said Land, the Landowner shall allow the Developer to sell the sub-divided lots (save and except for the Landowner Entitlement) to any intended purchasers at any terms the Developer may deem ?ts.
4 4 The Landowner shall endeavour to give and render such assistance and to sign and do all such things as may from time to time be required by the Developer or the relevant authorities
in respect of the said Project so as to ensure speedy approval and success thereof provided that the Developer has ful?lled all the relevant legal and statutory requirements thereof.
5. COVENANTS BY THE DEVELOPER. The Developer hereby covenants with and undertakes to the
landowner as follows:-
5.1 The Developer shall within (30) days from the date of the Power of Attorney is registered at the High Court shall cause the Application of the said Consent is presented in the relevant land
office at the Developers own cost and expenses.
5.2 The Developer shall procure or cause to be procured the said Consent from the relevant state authorities within the Stipulated Time at the Developer’s own cost and expenses.
5.3 to undertake and cause the said Land to be surveyed and to take all necessary steps and do all things as maybe requires for the purpose of inter alia obtaining the issue document of titles
for all sub-divided lots with a proper layout plan to be approved by the relevant authorities.
5.4 The Developer shall bear all costs and expenses incidental to the said Project including but not limited to the preparation, submission and obtaining the necessary approvals, survey, commission, sub-division and the issuance of the individual titles and the consultants fees.
5.5 The Developer shall conform to the provisions of any relevant Act, Enactment or Ordinance, By-Laws, Regulation and pay any fee required under any law for the time being in force affecting the development of the said Project and shall pay all necessary notices to and obtain the requisite sanction of the relevant authorities in respect of the sub-division of the said Land and the sale of the sub-divided lots to the interested parties and shall also keep the Landowner indemnified against all ?nes, penalties and losses incurred by reason of any breach of any such Act, Enactment, Ordinance, By »Laws or Regulation.
5.6 The Developer shall at all times hereinafter indemnify and keep indemnified the Landowner against all duties, actions, proceedings, claims, demands, costs damages and expenses which may be levied against or made against wrongful acts of the Developer and/or its servants and/or its agents arising from the development of the Project on the said Land.
6. LIABILITIES ON THE SALE AND PURCHASE AGREEMENT.
The Developer shall be absolutely responsible and shall discharge all liabilities arising from the Sale and Purchase Agreements in respect of the sale of the sub-divided lots after the succession of the sub-division application on the said land (excluding the landowner Entitlement) entered into between the Developer on behalf of the Land owner and any intended purchasers.
7. MlSCELLANEOUS.
7.1 No Contribution By The Landowner.
The Landowner shall not by liable to contribute any ?nance to the Developer in respect of the said Project.
7.2 Force Majeure
The parties hereto shall not be liable for any delay, non performance or part performance of any of its obligations under this Agreement by Events of Force Majeure.
7.3 No Partnership
Nothing contained in or relating to this Agreement shall or shall be deemed to constitute a partnership or agency relationship between any of the parties and no party shall have any authority to act for or to assume any obligation or responsibility on behalf of any other party.
7.4 Time is essence
Time wherever mentioned herein shall be of the essence.
7.5 Costs and Legal Fees
The Developer shall pay for all legal and other costs associated with the preparation and finalisation of this Agreement.
7.6 Governing Law
This Agreement shall be governed by interpreted and construed in accordance with the Laws of Malaysia.
7.7 Severability
If at any time any one or more of the provisions hereof is or becomes illegal, invalid or unenforceable in any respect under the applicable laws of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions hereof, nor the legality, validity or enforceability of such provision under the applicable laws of any other jurisdiction, shall in any way be affected or impaired thereby.
7.8 No Waiver
No omission or delay on the part of any party in exercising its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any such right preclude the further or other exercise of any other right which it may have.
7.9 Amendment
No amendment of or addition to this Agreement shall be effective unless in writing and signed by or on behalf of the parties.
7.10 Appointment of Stake Holder.
The Parties hereof agree to appoint Mr/Ms _________________ and Associates to attend the legal matter in respect of the said PFOJECT including the Sale and Purchase Agreement in respect of the sub-divided lots of empty bungalow units after the succession of the application for the said Consent entered into the Developer on behalf of the Landowner pursuant to the
Power of Attorney given by the Landowner to the Developer and any intended parties as purchasers and to be the stake holder to all monies receipt pursuant to the said sales.
7.18 Notices.
Any notice or request to be given or made under this Agreement to either party shall be in writing and sent to the address set forth in this Agreement and any such Notice or request shall be deemed to have been sufficiently given or made or sent if sent by registered post and correctly addresses to the addresses of the parties hereto as aforesaid and shall be deemed to have been served on or duly received by the other party in the ordinary post.
8 BINDING AGREEMENT
This Agreement shall be binding upon the heirs, assigns and successors in title of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above stated.
Executed as an agreement
Signed by the abovenamed Landowner
_______________________
(NRIC No._______________)
in the presence of:
The execution of this Agreement by
___________________________
SDN. BHD (C/N:____________________)
was duty effected in a manner authorized
by its constitution under the seal
the Developer which said seal was hereto
affixed on ___ day of _________ 20
in the presence of:-
Name:
Designation:
POWER OF ATTORNEY
THIS POWER OF ATTORNEY is made the ______ day of _________ 20__ by _________________ (NRIC No._________) of ________________________ which shall include its successors in title and assigns), (hereinafter called “the Donor”)
Whereas the Donor is the registered owner of a pieces of land held under (hereinafter referred to “the Said Land”). AND WHEREAS the said Land is presently charged to BCBB (hereinafter referred to as “The Chargee”) vide presentation no.
AND WHEREAS at the Donor request, (hereinafter
referred to as “the Donee”) has agreed to pay all monies due and payable to the Chargee on behalf of the Donor and thereafter to redeem the said Land from the Chargee .
AND WHEREAS pursuant to a written Joint Venture Agreement dated 20 entered into the Donee as the first part and the Donor as the other part, the Donor has agreed with the Donee inter alia in consideration of the Donee paying all the outstanding amount of the Donors loan with the Chargee, the Donor agrees to jointly develop the said Land into several lots of empty bungalow units not exceeding 26 lots with the Donee subject to the terms and conditions thereof.
AND WHEREAS in consideration of the above and for the purpose of giving effect to the provisions of the said Joint Venture Agreement and in particularly the Donors covenants contained in the said Joint Venture Agreement, the Donor hereby irrevocably agrees to appoint the Donee as the Donors attorney in its name and on its behalf to do and execute all or any of the following acts and things in connection with the said Land only.
NOW THIS POWER OF ATTORNEY WTNESSETH AND DECLARE for a valuable consideration and pursuant to the said Joint Venture Agreement, the Donee hereby in the name and on behalf of Donor to do the following acts and things or any of them in connection with the Said Land only that is to say:-
1. To do all or any acts and/or things which are required in relation to the application of sub-division of the said land into several lots not exceeding (26) lots with its category of use is for residential purpose and in the event of the said Consent is granted by the relevant authorities to do all acts and things so required in obtaining the issued documents of titles of all the sub-divided lots
2. to do all or any acts and/or things which are required in relation to the sale and purchase agreement with any intended Purchasers in respect of the sub-divided lots on behalf of the Landowner including but not limited to sign and execute all Memorandum of Transfer and necessary documents, to do all necessary acts in relation to application for issuance and collection of all separate issued document of titles
3. To sign, seal and deliver any sale and purchase agreement, deed, instrument, Memorandum of Transfer, Memorandum of Sublease, Memorandum of Charge, Caveat, conveyances and any other documents as may be deemed necessary or expedient for the purpose of perfecting any sale, assignment, transfer, charge, lease or other disposal of the Said Land or part or parts thereof in favour of any person, firm(s), company (ies), corporation(s) and/or other body (ies) or entity (res) as the Donee deem fit.
4. To give consent upon such terms as the Donee shall deem fit for all assignments by the respective purchasers of the Said Land or any part or parts thereof to l:>ank(s)_ ?nance company(ies), financial institutions(s) or any other company (ies) or party (ies) or entity (ies) for the purpose of financing the purchase of the Said Land or any part or parts thereof by the respective purchasers or for all assignments by the respective purchasers to other purchasers or parties pursuant to any sub-sale or disposal and to give all undertaking in connection therewith upon such term as the Donee shall deem ?t.
5. To apply and seek the consent and/or permission of the relevant authorities to sell and/or to transfer and/or to sub-divide and/or to lease and/or to charge the Said Land or any part or parts thereof to any person, firm(s), company(ies), corporation(s) and/or any other body (ies) or entity(ies), and for this purpose to negotiate and accept any offer and/or terms and/or amendment and to sign and execute all instruments in connection therewith or in relation thereto.
6. To oppose or otherwise deal with proposals in respect of the Said Land in any order for the compulsory purchase thereof or in any clearance or development order or other similar order or in any other order made or to be made under statutory powers and to take all necessary proceedings arising under such orders including applications to any Government departments and appeals therefrom.
7. To give such notice, make such claims and to institute any action or legal proceedings in any court or to submit to arbitration for any purpose necessary to preserve any rights and properties in or to recover possession of the Said Land and to defend ail actions or legal proceeding that may be brought against Donor in connection with such rights and properties and to prosecute, discontinue or compromise all such action and to levy execution as the Donee shall think ?t for these purpose to appeal before any magistrates’, judges, arbitrators and any other officers or persons.
8. To apply to negotiate, liaise and deal with the relevant authorities for any change or amendment to the covenants terms and conditions of title to the Said Land including the user thereof and to negotiate, liaise and deal with the relevant authorities for any other purposes whatsoever in respect of the Said Land in connection with any provisions of National Land Code, 1965 and the Rules made thereunder or under any written laws as effectively as Donor could do.
9. To issue and give good valid receipts for all or any payment of money in respect of the Said Land or any part or parts thereof which receipt shall exonerate the person or persons paying such money from seeing to the application thereto or being responsible for the loss or misappropriation thereof.
10. To register this and any other instruments in such manner as the Donee may think fit and to bind Donor by any covenant or declaration which may be necessary to carry out the objects of this Power of Attorney.
11. For all or any of purpose herein this Power of Attorney stated to enter into and sign, seal, execute and perfect as Donor’s act and deed to deliver, accept and/or retain any contract, conveyance, instrument, deed, assurance and/or documents whatsoever and to appear before negotiate, liase, compromise and deal with any person(s).
AND we the said Donor hereby declare that all and every instruments. contracts.
conveyance, assurance, undertakings, receipts, deeds, documents. matters, acts and things which shall be by it the said Donee given made executed or done for the aforesaid purpose shall be as good valid and effectual‘ to ail‘ intents and purposes whatsoever as if the same had been signed, sealed, delivered, given or made or done by Donor in our own proper person.
AND we the said Donor hereby rectify and confirm and promise at all times to
allow rectify and confirm all and whatsoever the Donee shall lawfully do or cause to be done in and about the matters aforesaid by virtue hereof including anything which shall be done between the revocation of this Power of Attorney for any reason whatsoever and notice of such revocation reaching the Donee.
AND we the said Donor hereby confirm and undertake that this Power of Attorney
is exclusive and we shall not grant any other Power of Attorney in relation to or in connection with the Said Land and or any matters hereunder to any other party(ies), person(s), corporation(s), body(ies) or entity(ies) nor shall we execute any documents which the Donee ls hereby authorised to execute on our behalf without the consent of the Donee. AND we the said Donor HEREBY DECLARE that this Power of Attorney having been granted for valuable consideration or pursuance of agreement made between Donor and the Donee for valuable consideration shall be irrevocable.
IN WITNESS WHEREOF we have hereunto caused this Power of Attorney to be duly executed the day year ?rst above written.
Signed by the abovenamed Donor
_________________________
(NRIC No. ________________)
in the presence of:
ATTESTATION
l, ____________________________ an Advocate and Solicitor of the High Court of Malaya practising in Malacca hereby certify that on this ___ day of the signature the Donor was duly affixed to this Power of Attorney in my presence and to my own personal knowledge the true signature of ____________________ (NRIC No. ______________) who has acknowledge to me that she has voluntarily executed this instrument. Dated this _____________day of ,20__
Witness my hand
____________________ Advocate & Solocitor
