Governance and decisions
How the partners take decisions together, who leads, and what happens when they disagree.
Joint ventures
Joint ventures for large projects, built on clear rules
When companies bid for and deliver a major project together, the joint venture agreement decides who controls what, who bears which risk and how disputes are settled. We help partners choose the right structure and put it into a contract that works, drawing on internationally recognised models such as the ICC Model Joint Venture Contract.
Choosing the structure
Joint venture or consortium?
Both let several companies deliver one project together, but they share risk in very different ways. The right choice depends on the project, the partners and what the client expects.
Joint venture
Partners share the project’s risks
- Partners share performance risks across the whole project.
- They are typically jointly and severally liable towards the client.
- Often used for large construction and infrastructure projects, without creating a new company.
Consortium
Each partner answers for its own part
- Work is split into clearly defined scopes.
- Partners are liable to each other only for their own share of the work.
- ICC publishes a separate Model Consortium Contract for this structure.
What the contract must settle
Key issues in a joint venture agreement
Participation and resources
Each partner’s share in the joint venture and the staff, equipment and know-how it contributes.
Risk sharing
How risks are shared, including the risk that the client does not pay, often handled by paying partners only if and when the joint venture is paid.
Liability towards the client
Joint and several liability, and how the partners settle claims between themselves when one of them causes a loss.
One face to the client
A single point of contact for the client, while keeping the client’s rights against major suppliers intact.
Dispute resolution
A clear path from negotiation to mediation or arbitration, so a disagreement does not stop the project.
How we help
From the first term sheet to a signed agreement
International model contracts are a strong starting point, but every project and every national legal system needs its own adjustments.
- 01Choosing the structureJoint venture, consortium or another form, depending on the project and the partners’ goals.
- 02Drafting and reviewJoint venture and consortium agreements adapted to the project and to the applicable national law.
- 03EU-funded projects and tendersPartnership and consortium agreements for EU grants and public procurement procedures.
- 04Negotiation and disputesSupport in negotiations between partners and in resolving disagreements during the project.
Reference
ICC Model Joint Venture Contract
The International Chamber of Commerce publishes a model joint venture contract for construction and infrastructure projects, part of its family of model construction contracts. The model is available for purchase from ICC.
Contact
Planning a joint project?
Tell us about the project, the partners and the countries involved. We will suggest the right structure and next steps.