Sea Sand JVSTRATEGIC PORTAL

JV Agreement

Official Draft • Version 1.0 • Jan 21, 2026

Table of Contents

DISCLAIMER: This is a template and does not constitute legal advice. The parties should consult with legal counsel in the relevant jurisdictions before entering into any binding agreement.

1. Definitions

In this Agreement, the following terms shall have the meanings ascribed to them below:

  • "Agreement" means this Joint Venture Agreement.
  • "Business" means the business of the Joint Venture, as described in Section 3.
  • "Concession" means the sea sand extraction concession held by the Indonesian Partner.
  • "Joint Venture" or "JV" means the joint venture company to be formed by the Parties.
  • "Buyout" means the purchase of one Party's shares by the other Party or a third party.
  • "Drag-Along Rights" means the rights granted to a majority shareholder to compel minority shareholders to sell their shares on the same terms.

2. Formation of the Joint Venture

The Parties hereby agree to form a joint venture company in Singapore under the name "[JV Company Name]" or such other name as the Parties may mutually agree upon. The JV shall be a private company limited by shares, and the Parties shall take all necessary steps to incorporate the JV in accordance with the laws of Singapore.

3. Purpose and Scope

The purpose of the Joint Venture shall be to engage in the business of extracting, transporting, and selling sea sand from the Concession to customers in Singapore. The scope of the JV's business shall include:

  • Obtaining all necessary permits and licenses for the extraction and export of sea sand from Indonesia.
  • Dredging, loading, and transporting the sea sand from the Concession to Singapore.
  • Marketing and selling the sea sand to customers in Singapore.
  • Complying with all applicable laws and regulations in Indonesia and Singapore.

6. Responsibilities of the Parties

Indonesian Partner

  • • Contribute the Concession to the JV.
  • • Obtain and maintain all necessary permits.
  • • Ensure extraction compliance with Indonesian laws.

Singaporean Partner

  • • Provide expertise for dredging and transport.
  • • Manage logistics from Concession to customer.
  • • Market and sell to Singaporean customers.

9. Term, Termination, and Exit Strategy

9.1. Term

This Agreement shall come into force on the Effective Date and shall continue for an initial period of [Initial Term] years, automatically renewing for successive periods unless terminated.

9.2. Termination for Cause

Immediate termination upon:

  • Material Breach: Failure to cure within [Cure Period].
  • Insolvency: Bankruptcy or receivership.
  • Loss of License: Revocation of Concession not rectified within [Remedy Period].
  • Change of Control: Without prior written consent.

9.5. Exit Strategy and Buyout Provisions

  • Right of First Refusal (ROFR):

    Selling Party must first offer shares to the Non-Selling Party.

  • Drag-Along Rights:

    Majority holder can compel minority to sell on same terms.

  • Tag-Along Rights:

    Minority holder can join majority holder's sale on same terms.

  • Put Option:

    Singaporean Partner can force buyout if milestones missed or Concession lost.

  • Call Option:

    Singaporean Partner can buy Indonesian Partner's shares if Concession not maintained.

11. Dispute Resolution

Any dispute shall be settled amicably. If unresolved within [Number] days, it shall be referred to arbitration in accordance with the rules of the Singapore International Arbitration Centre (SIAC).