Digital Disruption

Text for Instruction

This agreement is based on provisions from several transactions, but the parties are fictitious and the country of the non-U.S. party has been changed. Further, some of the provisions have been modified to inject elements of potential dispute for purposes of the exercise. Some of the standard clauses have been abridged for this exercise. This document should NOT be used as a model for a real contract. 

JOINT VENTURE FRAMEWORK AGREEMENT

AGREEMENT dated as of 23 April 2016 between:

• Abdoo Investments Sàrl, a limited liability company established under Swiss law having its registered office at 1, place du Jet d'Eau, 1201 Genève, Switzerland (“Abdoo”); and

• L’Enérgie Solaire de France S.A., a "société anonyme" established under the laws of France, registered in the Commercial Register of Commerce and Companies of Paris under No. 987 654 321, having its registered office at 1, place des Victoires, 75001 Paris ("ESF");

• South Carolina Solar Company Inc., a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 180 East Bay Street, Charleston, South Carolina 29401, U.S.A. (“Socasolar").

INTRODUCTION:

A.        Abdoo and ESF are the shareholders of ESFMO, a company engaged in solar energy in Olympia. ESF has developed advanced technology for solar panels, and it manufactures them in France. Abdoo is an investment company owned by a Lebanese family, with whom ESF has worked over many years. The facilities of ESFMO in Olympia are good and functional, but they need modernization.

B.        Socasolar is engaged in the solar energy business in the United States, and it has wholly-owned subsidiary with a modern manufacturing facility in Olympia.

C.        Olympia is a country whose economy and society are modernizing rapidly and which aspires to join the BRICS groups of countries.  

D.         The three Parties want to combine their operations in Olympia in the form of a joint venture.

E.        Abdoo, ESF, and Socasolar share the strong belief that their businesses and operations should be conducted in an ethical manner.  In particular, Abdoo, ESF, and Socasolar agree that the factory workers should have sustainable livelihoods and that the workers should be paid fair trade wages, have good working conditions, and be educated in regards to techniques and skill sets.  They share the values for environmentally friendly and health safety products.