JOINT VENTURE AGREEMENT

This JOINT VENTURE AGREEMENT (“the JV Agreement”) is made and entered by and between:

Total Management Services Pvt. Ltd. (hereinafter referred to as “TMS”), a company duly registered in Nepal.

And

Birat Infrastructure Development Pvt. Ltd. (herein referred to as “BID”), a company duly registered in Nepal.

Both companies shall also be jointly refereed to hereinafter as the “Parties” and individually as the “Party”.

WHEREAS, Asian Development bank (ADB) is processing the eligible consulting firms to provide services for
“GRANT-0601 NEP: Disaster Resilience of Schools Project – DRSP/Solar-1 Output- based Aid Implementation
Support Team for Solar Component (51190-001)” and has invited to submit their Expression of Interest (EOI).

WHEREAS, Total Management Services Pvt. Ltd. (TMS), Nepal (Lead Firm) and Birat Infrastructure Development
Pvt. Ltd (BID), Nepal (JV Partner) wish to form a Joint Venture in association with Practical Action Consulting
Private Limited (PAC), Nepal (Sub-consultant) for the purpose of submitting the Expression of Interest (EOI) for
obtaining a contract with the Client and undertaking the obligations and furnishing the services under the said
consulting services and sharing the benefits and losses thereof between the Consulting Firms.

Now, therefore, be it resolved:

1. Total Management Services Pvt. Ltd. (TMS) and Birat Infrastructure Development Pvt. Ltd. (BID) agree to
form a Joint Venture (JV) for undertaking the obligations and furnishing the services under the said
consulting services and sharing the benefits and losses thereof between the Consulting Firms. The
undersigned will be authorized signatures on behalf of each partner firms.
2. Total Management Services Pvt. Ltd. (TMS) will be the leading partner of the joint venture and shall bear all
technical, administration, management and financial responsibilities in discharge of the consulting services to
the Project and shall be responsible for maintaining liaison with the Client and coordination among the joint
venture partners. Birat Infrastructure Development Pvt. Ltd. (BID) will be the joint venture partner.
3. The joint venture partners authorize Mr. Prajol Lal Shrestha, Managing Director of Total Management
Services Pvt. Ltd. (TMS) to all technical, administration, management and financial responsibilities in
discharge of the consulting services to the Project.
4. The joint venture partners shall be jointly and severally liable for the execution of the project in accordance
with the provision of the contract with client when the JV is awarded the contract.
5. It is intended that each company will provide expertise services and resources which best represent their
capabilities and experience.
6. The relationship between firms shall be limited to this agreement and shall be construed as deemed to be as
Joint Venture Agreement for the sole purpose of this Project.
The members of the JV certify that this Joint Venture Agreement truly and correctly reflects their agreement with
each other concerning the detailed terms and conditions of their exclusive Joint Venture Agreement executed for
the purpose of the said services under the contract.

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For and on behalf of For and on behalf of

Total Management Services Pvt. Ltd. Birat Infrastructure Development Pvt. Ltd.

__________________ _________ _________

Prajol Lal Shrestha Subhash Gachhadar
Managing Director Managing Director