Creating a Joint Venture Agreement for Aljas & EV Infrastructure Provider

Drafting a Joint Venture (JV) agreement is not just a legal formality—it’s the foundation of trust, governance, and risk management between two business partners. In this article, I’ll walk you through how I helped draft a JV agreement between Aljas, a business development partner, and an EV infrastructure provider (CATEC), aimed at jointly bidding on electric vehicle (EV) charger tenders in the UAE.

This collaboration was an exciting mix of innovation, regulation, and strategic alignment—and offers lessons for anyone creating a joint venture in emerging industries like EV infrastructure.

Why the JV Was Needed

Aljas had strong local relationships and experience in public sector tenders. CATEC had the technical and operational capacity to install and manage EV charging stations. Together, they saw an opportunity to compete in tenders issued by municipalities and government bodies in the UAE.

But to apply jointly and manage contracts with clear accountability, they needed a Joint Venture Agreement.

Key Elements of the JV Agreement

1. Defined Roles and Contributions

The heart of any JV is clarity. We defined the following:

• Aljas: Responsible for business development, finding tenders, prequalification documents, and managing client relationships.
• CATEC: Responsible for engineering, procurement, installation, commissioning, and long-term operation of EV charging stations.

Both parties would contribute resources, time, and expertise, but in clearly separate areas.

2. Revenue Sharing Based on Contribution

Revenue from any awarded tender would be shared in proportion to the contributions of each party. We categorized contributions across:

• Manpower and hours dedicated
• Value of physical infrastructure
• Client relationship management
• Licensing and permits

The agreement included a formula that adjusts the revenue share per project based on actual contribution metrics submitted at the project proposal stage.

3. Governance Structure and Decision-Making

A joint management committee was formed to oversee each project. This included:

• Equal representation from both parties
• Voting rights based on contribution (but with caps to prevent dominance)
• Unanimous decisions required for high-risk matters (e.g., legal liability, financing)

This structure ensures joint control without unnecessary bureaucracy.

Legal Clauses That Made a Difference

4. Limitation of Liability

Each party is only liable for its scope of work. If CATEC’s charger installation causes damage, they’re responsible. If Aljas fails in client communication, the liability rests with them.

This clause was essential to build trust while respecting each partner’s control.

5. Dispute Resolution Under UAE Law

We applied UAE law and required all disputes to be resolved by Dubai courts, not arbitration. This aligns with the preference of most public authorities and reflects the governing law for local tenders.

6. Exit Strategy and Buy-Out Options

The agreement allowed either party to exit after a fixed term or after project completion. It also included a buy-out mechanism where one party could purchase the other’s share under agreed valuation terms.

This ensures continuity even if one partner wants to leave.

Practical Lessons From the Drafting Process

A. Balance Commercial Intent with Legal Precision

Business people often speak in broad outcomes. Our role was to translate that into clauses that leave no room for ambiguity.

B. Clarify the Project Scope Per Tender

Each new tender brings different requirements. So the JV agreement included a schedule template to define the scope, timeline, and responsibilities specific to each bid.

C. Prepare for Delays, Not Just Success

Government projects often face delays. We included clauses covering delays in approvals, payments, and site handovers—and how those delays would affect performance obligations.

Conclusion

Drafting a JV agreement for an EV infrastructure collaboration in the UAE was more than just a legal task—it was a strategy session. It involved understanding business intent, aligning it with operational workflows, and then locking it all into a legal document that protects both parties.

Whether you’re building charging stations, SaaS platforms, or infrastructure, JV agreements are the backbone of public-private collaboration. Make sure yours defines roles clearly, anticipates disputes, and supports growth.