JointVentureAgreement

ThisJointVentureAgreementismadeon_________in________between

_________________________________

(hereinafterreferredtoas“______”)

and

_________________________________

(hereinafterreferredtoas“_______”)

Eachhereinafterreferredtoindividuallyasa“Party”andcollectivelyas“Parties”.

WHEREAS,________________________（hereinafterreferredtoas“theEmployer”）

invitesinterestedpartiestosubmittheirpre-qualificationapplicationsindicatingtheir

interestin,andqualificationsfor,__________________________(hereinafter

referredtoas“theProject”),andparticipateintheProjectifqualifiedinthenextstage

ofthecompetitivebiddingprocessoftheProject;

WHEREAS,____________and____________havehadlong-termedcooperation

experienceinjointlyexecutingcontracts,andthePartiesdesiretoenterintoan

agreementtoformajointventure(hereinafterreferredtoasthe“JV”)forthe

exclusivepurposeofprequalification,tenderingforandexecutionofthecontract

(hereinafterreferredtoasthe“Contract”)tobeenteredintowiththeEmployer.

ThePartiesherebyagreeuponthefollowing:

1.ThePartiesundertakejointresponsibilityfortheprequalification,tenderand

executionoftheContract;

2.IncasetheContractisawardedtotheJV,thePartieswillbejointlyandseverally

liabletowardstheEmployerfortheperformanceoftheContract;

3.TheJVshallbearthename_________________,theleaderofwhichshallbe

_________________andtheheadofficeshallbeat_________________;

4.ThisAgreementwillbeterminatedupontheoccurrenceofanyofthefollowing

events:

a)FailureofthePartiestosubmitthepre-qualificationapplicationorabidtothe

Employer;

b)IncasetheJVhasnotbeenprequalified–ifapplicable-thisAgreementshall

beterminatedatthetimetheEmployerhasnotifiedtheJVaccordingly;

c)FailuretogetthisContractawardedtotheJVfromtheEmployer–if

applicable-thisAgreementshallbeterminatedatthetimetheEmployerhas

notifiedtheJVaccordingly;

d)UponexpiryofthevalidityperiodoftheTenderunlessextendedbymutual

agreementoftheParties;

e)UponsigningofthefinalJointVentureAgreementsetforthinClause5ofthe

thisAgreement.

5.ImmediatelyuponbeingawardedtheContract,thePartiesshallenterintoand

signafinalJointVentureAgreementinordertodetermineindetailthe

contractualrightsandobligationsofthePartiesandotherprovisionsgoverning

theirco-operationasjointventure.

6.ItisunderstoodthatduringthevalidityperiodofthisAgreement,eitherParty

(disclosingParty)mayreleaseordisclosecertainconfidentialinformation

(hereinafter referred to as the “Confidential Information”) to the other Party

(receiving Party) to facilitate the receiving Party to perform its obligations under

this Agreement. The receiving Party hereby agrees to:

a) hold the Confidential Information in the strictest confidence and to take all

reasonable precautions to protect such Confidential Information including,

without limitation, all precautions that the receiving Party normally takes with

respect to its own confidential and proprietary materials, but in no event less than

reasonable care;

b) Not to make any use whatsoever at any time of the Confidential Information

except for the sole purpose of performing this Agreement.

7. Article 6 does not apply to the following information:

(a) The information already in the public domain other than as a result of

disclosure by the receiving Party in breach of this Agreement;

(b) The information obtained by the receiving Party on a non-confidential basis

before disclosure of the information by the disclosing Party;

(c) The information available to the receiving Party on a non-confidential basis

from a source other than the disclosing Party provided that such person is not

bound by any confidential agreement with the disclosing Party nor shall he or

she has the responsibility to the disclosing Party of non-disclosure of

information to the receiving Party; or

(d) The information independently developed by the receiving Party without

reference to the Confidential Information.

8. Each party shall bear its own costs/expenses, in connection with preparation and

submission of the prequalification as well as the tender if qualified.

9. _____________, as the leading party in JV, shall be in charge of management of

the whole project. _____________ shall be in charge of site construction of the

project.

10. This Agreement shall be governed by and construed in accordance with the laws

of the People’s Republic of China. All disputes arising from or in connection with

this Agreement shall be submitted to Beijing Arbitration Commission for

arbitration in accordance with its rules of arbitration in effect at the time of

applying for arbitration. The arbitral award is final and binding upon both parties.

11. This Agreement shall be executed in 2 (two) originals with 1 (one) for each Party.

All copies hereof shall together constitute one and the same instrument.

In witness whereof, the Parties have entered into this Agreement on the date first

written above.

Authorised signature(s) of the Parties:

Authorized Signature / date and place

_____________________

Printed Name:

Authorized Signature / date and place

_____________________

Printed Name: