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Dubai Tower

XXXXXXXX PROJECT IN XXXXXXX,XXX


JOINT VENTURE AGREEMENT

Between

AL HABTOOR ENGINEERING ENTERPRISES CO. (L.L.C.)


( HEE )

And

BEIJING UNI- CONSTRUCTION GROUP CO


( BUCC )

Dubai Tower _________________________________________________________________________________ THIS JOINT VENTURE AGREEMENT DATED XXXXXXX

BETWEEN

AL HABTOOR ENGINEERING ENTERPRISES CO. L.L.C. a company incorporated in Dubai, UAE having its registered office at Airport Road, Rashidiya, Dubai, and UAE (hereinafter called HEE.) BEIJING UNI- CONSTRUCTION GROUP CO a company incorporated in Doha, Qatar having its registered office at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx P.O Box xxxxx, Doha, Qatar (hereinafter called BUCC)

AND

(Hereinafter referred to individually or collectively as the Party or Parties) WHEREAS: A. Al Habtoor- Beijing Uni Joint Venture has received a letter of intent from XXXXXXX of P.O.Box XXXXX, Doha, Qatar (hereinafter called the Client) for the construction of XXXXXXX PROJECT in Doha, Qatar (hereinafter called the Contract Works) and will now enter into a construction contract with the Client for completion of the Contract Works (hereinafter called the Contract) and shall be liable jointly and severally for the execution of the Contract .

B.

The Parties desire that their interest in the goods and services to be rendered and the work to be done under the Contract and any profits derived there from and any liabilities for losses arising out of the performance thereof and all other matters affecting or touching upon the relationship between the Parties be defined by an agreement in writing (hereinafter called this Agreement)

NOW THEREFORE in consideration of the mutual promises herein contained and other lawful considerations receipt of which are hereby acknowledged IT IS HEREBY AGREED by the Parties as follows:

ARTICLE 1 - DEFINITIONS In this Agreement, unless the context otherwise requires: Article or Articles means an article or articles of this Agreement; Board of Management means the Board of Management constituted pursuant to Article 5 hereof; Claim or Claims means all claims, actions, costs, losses, liabilities, charges, demands and expenses of whatsoever nature (within the scope of the liabilities and obligations shared by the Parties);
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Custodian means a receiver, receiver and manager, liquidator, official manager, trustee in bankruptcy or other custodian of the property or franchise of a Party hereto; Direct Joint Venture Costs means the costs incurred in respect of all consultants, suppliers, manufacturers and subcontractors and all other Direct Joint Venture Costs necessary for the completion of the Contract Works, and includes the following costs (without limitation) in relation to the Contract Works: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) materials; labour; plant and equipment; management costs approved by the Board of Management; insurances; freight; design costs; consumable supply; accommodation / transport; all claims made against the joint venture; and such other costs approved or ratified by the Board of Management or expressly agreed to herein;

However it excludes indirect Overhead Costs of the Joint Venture Parties; Force Majeure means war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, act of God, revolution, insurrection or military or usurped power, martial law or confiscation by order of any government; Member or Members means the Members of the Board of Management or their respective alternates and in respect of any Party means that Partys Members or alternate member of the Board of Management; Nominated Interest Rate means the rate 10% per annum above the LIBOR three-month term interest rate; Indirect Overhead Costs means all of the Partys respective overhead charges or expenses arising from or in connection with the tender or the Contract Works, including (without limitation): (a) (b) head office (or main or branch office) costs, or expenses; and the costs of or expenses of all directors, officers or employees (except where these are Direct Joint Venture costs approved by the Board of Management);

Parties or Party means the parties or a party (as the context requires) to this Agreement;

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Dubai Tower _________________________________________________________________________________ Percentage Contributions means the percentages set out in Article 3.2 that each of the Parties will contribute to or share in the Joint Venture in terms of Article 3.2 (subject to Articles 4, 7 and 8) and in respect of each of the Parties means that Partys proportionate share or percentage contribution as set out in Article 3.2; Project Director means the project director in relation to the Contract Works appointed and replaced (if necessary) by the Board of Management; Schedule or Schedules means one or more of the schedules attached to this Agreement as the context requires; and Leader means Al Habtoor Engineering Enterprises Co. L.L.C.

ARTICLE 2 - JOINT VENTURE 2.1 The Parties do hereby acknowledge that they have constituted themselves as Joint Venture Partners for the purpose of completing the Contract (and any variations, extensions, modifications or supplements thereto) and for the collection and division of the proceeds thereof (hereinafter called the Joint Venture), but not for any other purposes and shall do business in the name and style of a Joint Venture trading under the name Al Habtoor Beijing Uni Joint Venture (it being expressly understood that this Agreement contemplates that the business of the Joint Venture shall consist only of the performance of work and furnishing of plant, labour, materials and all things as are necessary for the obtaining and completion of the Contract.) Nothing contained in this Agreement shall be construed as a limitation of the powers or rights of any Party to carry on its separate business for its sole benefit. The Parties shall co-operate with each other according to the terms and spirit hereof in the performance of the Joint Venture business. Except as expressly provided elsewhere herein, or as specifically agreed by the Board of Management, no Party shall be entitled to recover any Indirect Overhead Costs from the Joint Venture. The Parties shall be entitled to recover any Direct Joint Venture Costs approved by the Board of Management and properly incurred in the carrying out of the Contract. Notwithstanding anything to the contrary herein but subject to any contrary determination by the Board of Management, all contracts let by the Joint Venture shall be let in the name of the Parties jointly. It is contemplated that the Parties (or subsidiaries or related companies of the Parties) may enter into subcontracts or supply contracts with the Joint Venture for the completion or supply of a separable part of the Contract Works. Where this occurs, then the Party who itself or whose subsidiary or related company enters into the subcontract or supply contract (the Subcontract Party) shall be solely responsible for that separable part of the Contract
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2.2

2.3

2.4

2.5

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Dubai Tower _________________________________________________________________________________ Works in terms of the relevant subcontract or supply contract. Nothing in this Agreement shall in any way be construed as affecting the Subcontracting Partys liabilities to the Joint Venture or the liabilities of the other Party to the Subcontracting Party in relation to the separable part of the Contract Works which shall be dealt with under the subcontract or the supply contract.

ARTICLE 3 - CONTRIBUTIONS 3.1 The Parties acknowledge that the Contract shall be entered into in the names of the Parties as joint venture partners and that their obligations under the Contract shall be joint and several. Subject as provided below, the interests of the Parties in the Joint Venture, and without limitation, in relation to: 3.2.1 3.2.2. The Contract; Any and all property and equipment acquired by the Joint Venture in connection with the performance of the Contract; Any and all moneys which may be derived from the performance of the Contract; and any and all liabilities in connection with the tender, the Contract or the Joint Venture; Shall be in direct proportions as between the Parties (except as otherwise provided in Articles 4 and 8) to the intent that (except as otherwise expressly provided) the Parties respective interests and obligations in respect of the Joint Venture shall be as follows: 3.2.5 3.2.6 HEE BUCC XXX% XXX%

3.2

3.2.3

3.2.4

Provided however that any liability or obligation so to be shared shall have been incurred or assumed only upon the agreement of the Board of Management, it being the intention of the Parties that no Party shall attempt to bind or impose any obligation upon the other Party or incur any joint liability without the consent of the Board of Management. No Party shall make any charges against the Joint Venture for any taxes, government levies, interest charges or overhead expenses except as provided by Article 2.3 or as previously agreed by the Board of Management. 3.3 Each Party shall as directed by the Board of Management:

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Dubai Tower _________________________________________________________________________________ 3.3.1 furnish its proportionate share of any bonds, deposits, guarantees or other securities required and as agreed by the Board of Management in connection with the Contract and of all bridging finance funds, working capital and resources necessary to perform the Contract in proportion to that Partys Percentage Contribution; and 3.3.2 execute all necessary performance and payment bonds or security applications and indemnity agreements required by sureties in respect thereof and the bonds themselves provided always that the liabilities as between one another in all circumstances and the respective liabilities of each Party to third parties insofar as is possible shall be limited and shared between the Parties in accordance with the Percentage Contributions.

3.4

The provisions of Article 3.3 shall not apply to the costs and benefits arising from any agreed separable items of supply which a Subcontracting Party undertakes to provide as suppliers or subcontractors to the Joint Venture nor to any financial obligations incurred or assumed by the Subcontracting Party for the purpose of discharging its separate obligations hereunder or under any such subcontract or supply agreement. For the avoidance of doubt, where a Subcontracting Party has undertaken any separate items of supply or performance of the Contract Works, that Party shall be solely responsible for the provision of any bonds, guarantees or other securities required for such separable item and shall be solely responsible for all bonds, securities, working capital requirements necessary for such separable item and shall be solely responsible for any liability arising in respect of such separable item. Each Party shall (jointly and severally) indemnify and keep indemnified the other Party from and against all Claims exceeding the respective Percentage Contributions of the other Party, which may be brought or made or issued by any other person or corporation (including the Client) against the Joint Venture business, and each Party hereto shall be entitled notwithstanding the completion or discharge of this Agreement to maintain any action(s) against the other Party to enforce this indemnity to the intent that no Party hereto shall be released from the foregoing indemnity to the other Party until that Party has paid in full its Percentage Contribution of any and all such Claims made against any Party or the Joint Venture. Each Party shall indemnify and keep indemnified the other Party from and against all Claims made against the other Party where the Claim has come about as a result of any negligence or default on the part of that Party in discharging that Partys obligations under this Agreement and each Party shall be entitled to recover any loss suffered as a result of another Partys default or negligence (including recovering that Partys Percentage Contribution), notwithstanding the completion or discharge of this Agreement or the Contract.

3.5

3.6

ARTICLE 4 - WORKING CAPITAL 4.1 Subject to Article 11.2, all contributions of each Party to working capital shall be irrevocable until completion of the Contract and the closing of the fiscal accounts concerning the same.
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Dubai Tower _________________________________________________________________________________ 4.2 The Board of Management shall determine the amount of working capital required for the Joint Venture and for the prosecution and completion of the Contract. Within a reasonable time as determined by the Board of Management each of the Parties shall pay into the Joint Venture bank account its Percentage Contribution of the agreed amount of working capital required. The Joint Venture bank account shall be opened with a bank to be determined by the Board of Management under such description as the Parties may mutually determine and all funds advanced by the Parties and any or all moneys belonging to or which may accrue to the Joint Venture in connection with the tender or the Contract shall be deposited in such bank account. Sums standing to the credit of the said bank account may be withdrawn by cheque, draft or other instrument in such form and with such signatories as the Board of Management may from time to time direct, but no fewer than two signatories as mandated in Clause 5.14. Subject to the provisions of Article 4.7, in the event that either Party is unable or fails to or neglects to advance or contribute its Percentage Contribution of working capital as agreed upon under the terms of Articles 4.2 and 4.3, the other Party not so in default may (but need not be required to) after furnishing the Party in default notice of intent so to do, advance such deficiency or part thereof and the Party so advancing the same shall be entitled to a proportionately larger share of the profits of the Joint Venture so that any profits may be divided between the Parties in the proportions in which the Parties shall advance working capital, even though, at a later date, the Party in default shall have offered to make good or shall make good its defaults in advancing working capital. Any Party failing to advance its share of working capital shall not be relieved of its obligations to share any losses or liabilities of the Joint Venture according to its Percentage Contribution. Any Party failing to advance its Percentage Contribution of working capital may at the election of any other Party not so in default be barred from any further representation on the Board of Management until such default has been remedied. In the event that any Party is unable or fails by reason of Force Majeure to advance or contribute its Percentage Contribution of working capital required then: 4.7.1 The other Party not so in default may (but need not be required to) advance such deficiency or part thereof and such Party who does advance the deficiency shall be entitled to recover from the Party failing to advance its share of working, capital interest on any sum or sums so advanced in addition to their or its proportionate share at the Nominated Interest Rate on a daily basis until the Party in default shall have made good its default in advancing working capital; and Any Party failing to advance its share of working capital for the above stated reasons or any of them shall share in profits and losses in the Percentage Contributions.
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4.3

4.4

4.5

4.6

4.7

4.7.2

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Dubai Tower _________________________________________________________________________________ If at any time, a Party in default (whether by Force Majeure or otherwise) has not remedied its default in advancing working capital, the other Party that has advanced the deficiency shall be entitled to recover the difference (together with interest at the Nominated Interest Rate) as follows: 4.7.3 in the first instance, against the Joint Venture all sums advanced by it for working capital whether or not the same may be in excess of its Percentage Contribution and if the performance of the Contract shall result in a loss then such Party not so in default shall be reimbursed that amount of the sums incurred by it which are in excess of its Percentage Contribution of working capital prior to the operation of the provisions of Article 7.1; or in the event that the deficiency is not recovered under 4.7.3 then against the Party in default as a debt.

4.7.4

4.8

All working capital advanced shall be repaid to the Party advancing the same prior to the distribution of any profits as provided in Article 7.1. No part of any working capital advance or other sum deposited in the said bank account shall be returned to the Parties until completion of the Contract (being at the expiry of the performance period under the Contract) unless otherwise determined by the Board of Management in accordance with Article 11.2. The foregoing provisions shall be deemed in addition to and not in substitution for any and all other rights and remedies which any Party not in default shall have against any Party so in default.

4.9

4.10

ARTICLE 5 - BOARD OF MANAGEMENT 5.1 Subject only to the provisions of this Agreement which may be added to, varied or modified only by written instrument signed by all of the Parties, the control, management and supervisions of the whole of the business and affairs of the Joint Venture shall be vested in and exercised by the Board of Management and all matters relating to the business and affairs of the Joint Venture shall be decided by the Board of Management. The Board of Management shall consist of Four (4) Members (who shall be officers respectively of the Parties appointing them), Two (2) Member to be appointed by each Party. The initial Members of the Board of Management are: 5.2.1 5.2.2 5.2.3 XXXXXX appointed by HEE; XXXXXXX appointed by HEE XXXXXXXXX appointed by BUCC

5.2

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Dubai Tower _________________________________________________________________________________ 5.2.4 XXXXXXXXX appointed by BUCC. 5.3 Any Party may at any time or from time to time replace a Member previously appointed by it, such appointment to be in writing and addressed and communicated to the other Members and to the other Party provided that subject to the provisions hereinafter contained, each Member designated by each Party hereto shall have one vote and no more. The Board of Management shall meet at its own discretion but at a frequency not less than once in a calendar month and within seven days when required by any Party. Subject to the provisions of Articles 4.6 and 5.9 no meeting of or decision by the Board of Management shall be held or taken unless one Member representing each Party is present or otherwise participating. Meetings may take place in person at such place as the Members may agree or by telephone (where all attendees are able at all times to hear and be heard). Meetings may be dispensed with where Members entitled to vote on a matter, sign a resolution thereon (being one document or several identical documents which may be transmitted by facsimile) and references herein to meetings shall include references to such signed resolutions. Any project director appointed by the Board of Management may attend meetings of the Board of Management but will not have any vote at such meetings. 5.5 The business of the Board of Management (in respect of which proper minutes shall be kept) may be conducted either at a meeting or as provided for above or in another manner approved by the board of Management which, except as herein otherwise specifically provided, shall have full authority to fix its own rules and proceedings. Board of Management meetings will be chaired by a member elected by the Board of Management and the Two (2) sets of meeting minutes duly signed by one of the Board Members appointed by each Party will be produced. One set each will be issued to HEE and BUCC. Draft minutes will be issued by the Project Director within Two (2) days of the meetings. 5.6 Subject to clause 5.9, no act of the Parties shall be the act or deed of or be binding upon the Joint Venture unless done or taken through or approved by the Board of Management. Subject as otherwise expressly provided herein, the decisions of the Board of Management must be unanimous to be effective. The Board of Management shall have no power to bind the Joint Venture or any Party beyond the terms of this Agreement or the tender or the Contract without the prior written agreement of the Parties. In the event that the Board of Management shall be unable to reach a unanimous decision on any matter before it within two working days, then immediately each Party shall lodge with other Party a written statement signed by its Members setting out;

5.4

5.7 the

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Dubai Tower _________________________________________________________________________________ 5.7.1 The facts of the matter in dispute as understood by that Party. 5.7.2 The manner in which that Party intends to vote; and 5.7.3 The reasons for such vote. Each Party shall then refer the matter to the senior representative viz. XXXXXXXXX (BUCC) and XXXX (HEE) of that Party and the representatives shall mutually endeavor to make a final unanimous decision within seven working days after receipt of the written statements referred to above. 5.8 In the event that said representatives shall be unable to reach a unanimous decision within the aforesaid period of seven working days, the question shall then be remitted back to the Board of Management. Should the Board of Management still fail to reach unanimity within another five working days then the resolution or matter shall be deemed not to have been approved and shall be resolved pursuant to Article 12. Having failed to reach a unanimous decision in accordance with Article 5.8 above and pending resolution of any issue pursuant to Article 12, if in the opinion of the Leader immediate action must be taken in relation to any matter or matters in respect of which unanimous decision has not been reached, and such action is required to protect the interest of the Joint Venture then the Leader may (at its sole reasonable discretion) decide what action must be taken by the Joint Venture and its decision will be binding upon the Board of Management and the Parties hereto and implemented immediately until the unresolved issue or issues have been resolved pursuant to the decision-making processes set out in this Agreement. The costs of any such action taken by the Leader will be temporarily borne by the Joint Venture subject to the decision by arbitration if necessary. The Board of Management shall have the power to delegate such of its powers and duties as it may determine in the best interest of the Parties. The Board of Managements powers shall include (without limitation): 5.11.1 The maintenance of such relationships as may be necessary in order to represent the Joint Venture in all instances in its relationships with the authorities of the Client. The appointment and removal or replacement of any project director, project manager, construction manager, or senior project person reporting to the Project Director and confirming the appointment and removal or replacement of the Project Director and/or other senior personnel appointed by the Board of Management and setting limits of authority for any person so appointed; and To direct the Project Director so as to ensure that all decisions of the Board of Management are faithfully and diligently carried out in the best interests of the Parties.

5.9

5.11

5.11.2

5.11.3

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Dubai Tower _________________________________________________________________________________ 5.12 The business and affairs of the Board of Management shall include, but not be limited to: 5.12.1 5.12.2 the general management and supervision of the business and affairs and operations of the Joint Venture and all matters relating thereto; reviewing and controlling operations, progress and results schedules prepared to set out the position of the performance and progress of the Contract; examining, approving and notifying financial and working capital requirements of the Joint Venture including borrowings, guarantees and other like obligations; determining and approving the insurances to be taken out by the Joint Venture; Reviewing and controlling financial records and other records so as to be fully informed regarding the position of the Joint Venture. Reviewing project cost reports showing individual items of actual cost and revenue against the tender estimated value of such items and their progress against final estimated costs and revenues. approving and controlling the award of subcontracts, Changes & Variations to terms of the contract, Claims and the expenditure of capital; Controlling all publicity and making any necessary press statements and other public announcements on behalf of the Joint Venture concerning the Joint Venture and/or the Contract; (except as expressly provided elsewhere herein) the appointment of staff and labour to carry out the Contract or the delegation of such power to any project director. deciding on the timing and amount of distributions to the Parties; and deciding and considering other business items of a complex nature and policy matters.

5.12.3

5.12.4 5.12.5

5.12.6

5.12.7 5.12.8 5.12.9 5.12.10

5. 12.11

5.12.12 5. 12.13

5.13

The Members of the Board of Management shall not be employees of the Joint Venture and shall not be entitled to claim any salary or remuneration from the Joint Venture by virtue of such appointments unless the Board of Management shall otherwise decide in writing. A full time Accountant appointed by the Board of Management will be responsible to the Project Director for keeping of all accounts and other records of the Joint Venture. The treasury, bonding and bank account of the Project will be joint administered by the appointed accountant duly supported by Finance Managers of HEE and JEC. All payments made on
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Dubai Tower _________________________________________________________________________________ behalf of the Joint Venture must be authorized by the Project Director. Two (2) Bank accounts will be opened in the name of the Joint Venture. The main operating bank account will be opened in The Commercial Bank Doha. All bank charges for bonds will be debited to this account. All bank account related documents issued from this account must be signed by one signatory from Group A and one signatory from Group B. A xxxx xxxx HEE HEE XXXXXXXXX XXXXXXXXX B BUCC BUCC

A second operating bank account will be opened in the name of the Joint Venture in Doha, Qatar. Monies will be transferred to this account from the Main account as needed. This account will be used for all payments from the JV. All cheques issued from this account, must be signed by one signatory from Group C and one signatory from Group D C XXXXXXXXX XXXXXXXXX HEE HEE D XXXXXXXXX XXXXXXXXX BUCC BUCC

The JV Board may decide to transfer surplus cash to Dubai if a better rate can be obtained in which case a JV deposit account will be opened in Dubai as and when necessary. The JV Board may request HEE in Dubai to open certain LCs or other Financial Documents on behalf of the JV in which case HEE will charge all costs to the JV. ARTICLE 6 - ACCOUNTS 6.1 Joint books of account for the Contract and the Joint Venture shall be accurately kept and maintained in accordance with standard accounting practices by the Accountant of the Joint Venture for the entry of all accounts in connection with the Contract and the Joint Venture. The same shall be subject to full participation and examination by the duly Authorized Financial Auditors of HEE and BUCC. A periodic complete and competent audit of such books shall be made by a firm of Accountants appointed by the Board of Management (herein called the Auditors) once per year on 31 December. Upon the completion of the Contract, the affairs of the Joint Venture shall be wound up as soon as practicable thereafter and a final audit shall be made to determine the state of accounts of the Joint Venture. The cost of any such audits shall be borne by the Joint Venture. On the 31st day of December of each year and on completion of the Contract, a true and correct account in the form of a balance sheet, profit and loss account and appropriate schedules shall be made in line with international accounting principles. Copies thereof shall be furnished to each of the Parties.
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6.2

6.3

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Dubai Tower _________________________________________________________________________________

ARTICLE 7 - SHARE OF PROFITS AND LOSSES 7.1 Subject to Articles 4 and 8 and subject as provided below, not later than upon the completion of the Contract and acceptance of the Contract Works by the Client but in any event at the time and in the manner determined by the Board of Management the Parties shall distribute the profits of the Joint Venture or contribute to the losses of the Joint Venture (as the case may be) according to the Percentage Contributions (as varied by the terms of this Agreement). In the event that the Joint Venture makes a loss, then each Partys proportionate share of any such loss shall be deductible in the first instance from the working capital contributions of that Party and the balance then remaining (if any) shall be deemed to be a debt due and, without prejudice to any other method of recovery, each Partys proportionate share of any such loss, or the balance of such loss, may be recovered by the Joint Venture as a debt and no Party shall prevent any recovery by failing to approve enforcement proceedings or steps of the Board of Management. The liability of the Parties and/or the bearing of losses shall continue (notwithstanding that the Contract or this Agreement may be at an end) in regard to any Claims which at any time shall be made against either of them by reason of the carrying out of this Joint Venture or any matter or thing in connection therewith either before, during the course of, or after the tender or performance of the Contract.

7.2

ARTICLE 8 - DEFAULT

8.1

In the event that: 8.1.1 a Custodian be appointed to a Party; or 8.1.2 a Party hereto be adjudged bankrupt or insolvent or has any resolution for its winding up duly passed; or 8.1.3 any order for the winding up of any Party is made by any Court; then such Party (hereinafter called the Insolvent Party) and its Members shall (notwithstanding anything in this Agreement to the contrary) from and after the date on which any such event referred to above occurs cease to have any say, voice or vote in the management of the tender or the Contract (or other affairs of the Joint Venture) and its delegation of authority to its Members pursuant to Article 5 hereof shall be deemed canceled.

8.2

Upon the occurrence of one of the events described in Article 8.1, the Party other than the Insolvent Party shall be entitled to all payments thereafter made by the Client under the Contract and shall be hereby irrevocably constituted and appointed the attorney of such Insolvent Party and be authorized and empowered to endorse the name of such Insolvent
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Dubai Tower _________________________________________________________________________________ Party on all cheques or drafts received on account of such payments on which the name of such Insolvent Party appears as payee sole or joint. 8.3 Upon completion of the Contract the trustees, receivers, liquidator or other person lawfully entrusted to handle the affairs of an Insolvent Party shall be entitled to receive all working capital paid into this Joint Venture by such Insolvent Party increased by its share of the profits of the Joint Venture computed as of the date on which the bankruptcy, insolvency, receivership, or winding up occurred (the intention being that subsequent losses will be shared with each Insolvent Party) provided however that: 8.3.1 should such insolvency, bankruptcy, receivership or other proceeding of the type above indicated cause damage or extra cost to the other Party such damage and extra cost shall be charged against the interest in the Joint Venture of the Insolvent Party; 8.3.2 the other Party shall have a first claim against the profits of the Joint Venture in an amount equal to its respective share of the total budgeted profits thereof (and if such budgeted profits are from time to time revised then those in effect immediately prior to the date on which the bankruptcy, insolvency, receivership or winding up occurred) and the entitlement of the Insolvent Partys successors shall be subject thereto and shall be reduced to the extent necessary to effect such first claim; and 8.3.3 should there be final losses of the Joint Venture then the Insolvent Party shall be responsible for its share of the final losses of the Joint Venture. 8.4 The right of any person, firm or corporation claiming by, through or under any Insolvent Party including but not limited to judgment or other creditors, receivers, trustees, assignees, garnishees and the like against any right, title or interest of any Insolvent Party shall be limited solely to the right to claim and receive on the completion of the Contract and the closing of the accounts (and not before) the distributive share of such Insolvent Party in the net avails of the Contract as at the date on which the bankruptcy, insolvency, receivership or other relevant proceeding occurred (whether representing a return of contribution of working capital, earnings or other avails) and then only subject to the deductions and equities of the other Party hereto as in this Agreement set forth. The statement prepared from the books of the Joint Venture and certified correct by the Auditors appointed under Article 6 hereof showing the results of the computation hereinabove referred to shall be conclusive evidence of the profit or loss as of such date on which the bankruptcy, insolvency, receivership or winding up occurred and of the amount of any such deduction and equities claimed against the Insolvent Party. The provisions of this Article 8 shall also apply mutatis mutandis where a Party (who shall be deemed to be an Insolvent Party) breaches any of its obligations hereunder or fails to perform any works for which it is responsible in respect of the Joint Venture or the Contract and fails to remedy such breach or non-performance, if capable of remedy, within seven days, after receipt of notice from either of the other Parties hereto requiring such remedy.

8.5

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Dubai Tower _________________________________________________________________________________ 8.6 In the event that any or all of the provisions of this Article 8 are unenforceable or inoperable in Qatar or as a result of Qatari law the Parties agree that the procedure will be substituted with the closest equivalent procedure and authority which would offer the same level of protection to the Party that is not insolvent as contemplated by this Article 8 as if it were enforceable under Qatari law and each Party hereby authorises and agrees to execute such documents and do such things as are necessary to give effect to such procedure and protection.

ARTICLE 9 - NO PARTNERSHIP The relationship between the Parties hereto shall be limited to the performance of the Contract in accordance with the terms of this Agreement. Nothing herein contained shall be considered to neither constitute the Parties as partners nor constitute any of the Parties the general agent of any of the other Party.

ARTICLE 10 - ASSIGNMENT 10.1 Neither this Agreement nor any interest of any Party including any interest in any moneys belonging to or which may accrue to the Joint Venture in connection with the Contract or any interests in the joint accounts or in any property of any kind employed or used in connection with the Contract may be assigned, pledged, encumbered, transferred or hypothecated provided that nothing herein shall apply to any assignment or transfer by a Party to any subsidiary of that Party (where such subsidiary remains a subsidiary at all material times). Nothing contained in Article 10.1 (or elsewhere in this Agreement) shall prevent any Party or the Joint Venture from subcontracting any rights or obligations under this Agreement or the Contract to any related company or party (provided that any subcontract with related companies of the Parties must be approved by the Board of Management).

10.2

ARTICLE 11 - DISTRIBUTION 11.1 All moneys contributed by the Parties and all moneys received as payment under the Contract or otherwise received shall be treated and regarded as and are hereby declared to be trust funds and shall be held on trust by Board of Management for the performance of the Contract and for no other purpose until the Contract shall be fully completed and accepted by the Client and all obligations of the Parties have been paid or otherwise discharged or adequate reserves set up to take care of any such obligation and such reserves likewise shall be treated as trust funds until the same shall have been disbursed for the purpose for which they were created or so much thereof as may remain shall be returned to the Parties as provided in this Agreement. Notwithstanding anything to the contrary herein, if the Board of Management determines that the need for working capital has diminished then a pro rata return of working capital
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11.2

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Dubai Tower _________________________________________________________________________________ contributions may be made in such amounts as the Board of Management shall determine. Provided always however that: 11.2.1 Any interim payment shall be deemed to be provisional payments only and shall be subject to being clawed back at the time of the final statement of account of the Joint Venture. Before making any such interim distribution of surplus funds or profits, the Board of Management shall make adequate provision for any claims not secured by insurance and/or bonds and the provision of proper reserves for all such claims brought or may be brought against the Parties in connection with the Joint Venture, or the bringing of which against the Parties or the Joint Venture hereto may be reasonable anticipated; and All such distributions of surplus funds or profits shall be amounts to the respective Parties Percentage Contributions (as varied by this Agreement).

11.2.2

11.2.3

11.3

Nothing contained in Article 11.2 shall invalidate the obligation of the Parties to furnish additional working capital as provided in Article 4 should additional working capital subsequently be found by the Board of Management to be necessary.

ARTICLE 12 - GOVERNING LAW AND DISPUTE RESOLUTION 12.1 The interpretation of this Agreement and the rights and obligations of the Parties and all questions relative to the execution, validity and performance thereof shall be governed by and interpreted under the laws of the State of Qatar. Having regard to the high degree of good faith, which must exist between the Parties, the Parties agree to do their utmost to ensure that disputes between them are settled equitably and amicably and without resort to arbitration. In the event of any differences or dispute of whatever nature arising from this Agreement or any other matter related thereto which cannot be settled by direct negotiation between the Parties or as otherwise contemplated hereby, such differences or dispute shall be referred to senior representatives of each of the Parties for resolution in the same manner as provided in Article 5.7 (unless the dispute has already been through that procedure) and failing which shall be referred to arbitration as provided herein. The Parties will cause the Board of Management to operate in accordance with the Arbitration Award. Any such dispute or difference which is not resolved pursuant to Article 12.3 shall be finally settled by Arbitration under the Rules of Arbitration of the international Chamber of Commerce by one or more Arbitrators appointed in accordance with the said Rules. The arbitration shall be held in Dubai in English Language. The decision of the arbitrators shall be final and binding upon the Parties.
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12.2

12.3

12.4

12.5

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ARTICLE 13 - ASSETS 13.1 Any purchase of equipment, plant, furniture and other capital assets required by the Joint Venture shall be made on such terms and conditions as are set by the Board of Management. The Parties may lease equipment owned by each of them to the Joint Venture at a fair market rental to be determined in agreement between the Party wishing to lease the equipment and the Board of Management.

13.2

13.3

The Parties may second staff/labour employed by each of them to the Joint Venture at a fair Day Rate to be determined by agreement between the Party wishing to second the staff/labour and the Board of Management ARTICLE 14 - BINDING ON SUCCESSORS This Agreement shall bind the Parties and their respective successors and permitted assigns. Nothing contained in this Agreement expressed or implied is intended or shall be construed to confer upon or give to any person or corporation other than the Parties, their successors and permitted assigns any right, remedy or claim under this Agreement or by reason thereof. All covenants, stipulations, promises and agreements herein contained shall be for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns.

ARTICLE 15 - USE OF JOINT VENTURE PROPERTY No Party hereto shall employ any of the Joint Venture money, property or credit except for the account in the name of and for the benefit of the Joint Venture nor shall draw, accept, endorse or negotiate any bills of exchange, promissory notes or other instrument in the name of the Joint Venture without the consent or ratification of the Board of Management or suffer any of the Joint Venture property or its interests herein to be attached, levied upon or impaired for its separate engagement of debt.

ARTICLE 16 - COUNTERPARTS This Agreement may be executed in any number of counterparts each of which shall be deemed an original and together shall constitute but a single instrument. Where this Agreement is reproduced in different languages, then the English language version shall take precedence over any other version.

ARTICLE 17 - NOTICES The Parties hereby agree that service of any process notice, claim, demand or other documentation upon any of them shall be duly effected by sending any such process notice,
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Dubai Tower _________________________________________________________________________________ claim, demand or other document by registered first class mail or by international courier service in an envelope addressed to the other Party at the mailing address (as recorded at the beginning of this Agreement or notified to the other Party in writing from a Party wishing to change the mailing address) and such process notice, claim or demand shall be deemed to have been made or given on the expiry of ten days after the date on the record of despatch.

ARTICLE 18 - CONFIDENTIALITY 18.1 All matters relating to this Agreement, the tender and the Contract shall be regarded by the Parties as being highly confidential, and shall not be disclosed without the consent of the Board of Management to any party, person or entity who or which is not a signatory to this Agreement, except where such disclosure is necessary for the fulfillment of this Agreement. No Party shall at any time hereinafter use any technical information or intellectual property, save that in the public domain, acquired from any other Party hereto except for the purposes the tender or fulfillment of the Contract. No Party hereto shall have the right to advertise, or otherwise permit, the dissemination of publicity concerning its participation in the Joint Venture unless: 18.2.1 The relevant material shall make due reference to and acknowledge the work of the other Party; and The relevant material shall, if its dissemination is within the control of the Party in question, has been approved by the others, which approval shall not be unreasonable withheld.

18.2

18.2.2

ARTICLE 19 - GENERAL 19.1 No variation, modification or waiver of any provision of this Agreement, or consent to any departure there from, shall in any event be of any force or effect unless confirmed in writing and signed by each Party and then such variation, modification, waiver or consent shall only be effective in the specific instance and for the purpose and to the extent for which made or given. No delay, neglect or forbearance by any Party in enforcing against any other Party any term or condition of this Agreement shall be deemed to be a waiver of or any way prejudice any right of any Party. The terms and conditions set out in this Agreement constitute the entire agreement and understanding between the Parties in relation to the subject matter covered by this Agreement.

19.2

19.3

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Dubai Tower _________________________________________________________________________________ 19.4 The Parties hereby agree to do all such further things (including without limitation executing all such other documents) as are necessary to give effect to the full intent, meaning and purpose of this Agreement. 19.5 In the event that any one or more of the provisions of this Agreement shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions hereof shall not in any way be affected, prejudiced or impaired thereby. The remainder of this Agreement (that is valid) shall continue in force and effect as if the invalid portion had been deleted provided however that the Parties may negotiate a valid and enforceable provision in replacement of the invalid portion. In the interpretation of this Agreement, words in the singular shall include the plural and vice versa as the context may require. The headings to Articles shall not be considered part thereof nor shall the words, which they contain, be taken into account in the interpretation of any Article. Each Party shall bear its own costs of and incidental to the preparation and negotiation of this Agreement.

19.6

19.7

SIGNED for and on behalf of, AL HABTOOR ENGINEERING CO. (L.L.C.) by:

Riad T. Sadik In the presence of 1.

SIGNED for and on behalf of, BEIJING UNI-CONSTRUCTION GROUP CO. by:

Wu Xuefeng In the presence of 1.

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