This Agreement made this____ day of____ , 19 by ABC Corporation (hereinafter called “Party A”), a Chinese corporation having its registered office at____, China, and XYZ Company (hereinafter called “Party B”), an American company having its registered office at_____, USA.
兹证明
WITNESSES
甲方在中国生产和销售XX产品；
乙方生产和销售XX产品（以下称“许可产品”），拥有许可产品的美国专利（以下称“专利”）和Ｘ号注册商标；
WHEREAS Party A is engaged in manufacturing and selling in China； and
WHEREAS Party B is engaged in manufacturing and selling (hereinafter called “Licensed Product”) and has American patent rights to Licensed Product (hereinafter called “Patents”)and registered Trademark No.____(hereinafter called “Trademark”)； and
甲乙双方认为按照中华人民共和国的法律成立共同所有的公司（以下称“合营公司”），在XX地从事生产、销售和开发许可产品，对双方都是有利的；
WHEREAS the Parties consider it mutually advantageous to organize a jointly owned corporation (hereinafter called “Joint Venture”) under the laws of the People's Republic of China to engage in the manufacture, sale and development of Licensed Product in______.
为此，鉴于本协议所述的前提与约定，特此立约如下：
NOW THEREFORE, in consideration of the premises and convenance described hereinafter Party A and Party B agree as follows:
第一条 定义
Article 1 Definitions
在本协议中，除非文中另有明确规定，下列短语具有以下意思：
1.“合营企业”，系指根据本协议建立的公司。
2.“许可产品”，系指XXXX。
3.“专利”，系指XXXX。
4.“商标”，系指XXXX。
........
In this Agreement, the following terms have the following meanings unless the context clearly dictates otherwise.
1.“Joint Venture” means the corporation to be organized pursuant to the provisions of Article 2 hereto.
2.“Licensed Product” means_____.
3.“Patents” means______.
4.“Trademark” means______.
........
1. Party A and Party B shall spare no efforts for the organization of Joint Venture under the laws of the People's Republic of China.
2. The name of Joint Venture is______with its legal address:_______.
3. All activities of Joint Venture shall comply with the provisions of the laws, decrees and pertinent regulations of the People's Republic of China.
4. Joint Venture shall take the form of a limited liability company. The profits, risks and losses of Joint Venture shall be shared by both Party A and Party B in proportion to the contributions to the registered capital.
5. The expenses of organizing Joint Venture shall be equally borne by Party A and Party B.
第三条 生产经营的目的、范围和规模
Article 3 Purpose, Scope and Size of Business
1. In line with the spirit of strengthening economic cooperation and expanding technical exchange, Joint Venture is to use state-of-the-art and appropriate technology and equipment, with efficient management systems, to produce Licensed Product which shall be of top quality and competitive in the world markets, so as to achieve satisfactory economic returns.
2. Joint Venture is to product_____(Licensed Product) with a production capacity of_____per year. Joint Venture shall do its best to improve Licensed Product and management so as to be able to meet competition worldwide.
3. Joint Venture shall, if possible, develop new varieties of Licensed Product in order to keep up with market developments both in the host country and in the world.
第四条 资本结构
Article 4 Capital Structure
1、 合营企业的注册资本为XXXX，其中甲、乙双方各出资XX，即各占50%。
2、 甲方出资
（1）厂房：X X X X；
（2）国产设备：X X X X；
（3）现金：X X X X；
（4）合资企业厂地：X X X X；
3、 乙方出资
（1）现金：X X X X ；
（2）先进设备：X X X X；
（3）工业产权：X X X X。
乙方向甲方提供工业产权的技术资料包括影印本的专利证书和注册商标证书、有效期说明、技术特点、实际价值、价格计算依据等。
4、 合营企业各方必须在19XX年X月X日前交付其出资。迟交必须交纳利息或赔偿因此而造成的损失。
5、 甲乙双方中任何一方转让其出资额，须经另一方同意和其政府批准，该方享有优先购买权。
1. The registered capital of Joint Venture shall be (amount of capital), of which half (50%) will be contributed by each Party.
2. Party A's contributions include
(1) Buildings and premises:______(value)；
(2) Domestically-made equipment:_____(value)；
(3) Cash:_____；
(4) The site of Joint Venture:______(value).
3. Party B's contributions include
(1) Cash:______；
(2) Sophisticated equipment:_______(value)；
(3) Industrial property _______(value).
Party B shall present to Party A the relevant documentation on the industrial property including photocopies of the patent certificates and trademark registration certificates, statements of validity, their technical characteristics, practical value, the basis for calculating the price, etc.
4. Each Party to Joint Venture shall pay in its contributions before______(time limit). Any delay in payment will be subject to a payment of interest or a compensation for the loss occurred therein.
5. The transfer of one Party's share in the registered capital shall be effected with the prior consent of the other Party and approval of its government and the latter shall enjoy priority to purchase it.
1. Party B agrees to grant Joint Venture the following exclusive licences:
(1) An exclusive license to manufacture, use and sell Licensed Product under Party B's Patents according to the terms and conditions of the Patent License Agreement attached hereto.
(2) An exclusive license to use Trademark in marketing Licensed Product according to the terms and conditions of the Trademark License Agreement attached hereto.
(3) An exclusive license to practise Party B's know-how for manufacturing and marketing Licensed Product according to the terms and conditions of the Technical Asistance Agreement attached hereto.
2. Party A and Party B agree that simultaneously with the execution of this Agreement, they shall carry out, the above three agreements -- the Patent License Agreement, the Trademark License Agreement and the Technical Assistance Agreement.
1. Party A and Party B shall be responsible for the sales of Licensed Product.
2. The initial amount of Licensed Product to be sold on the foreign markets is______% of the total production through Party B's marketing system worldwide. Meanwhile Party A shall help Joint Venture to export Licensed Product through China's trade establishments.
3. Licensed Product may also be distributed on the Chinese market.
4. In purchase of the required raw materials and semiprocessed products, fuels, auxiliary equipment etc., Joint Venture shall give first priority to Chinese sources where conditions are the same, but may also acquire them directly from the world market with its own foreign exchange funds.
1. The Board of Directors is the top leadership of Joint Venture. It is responsible for all major issues concerning Joint Venture.
2. The Board of Directors consists of______(number) directors, of whom _______(number) including the chairman shall be appointed by party A, and______(number) including the deputy chairman shall be appointed by Party B. The office term for the directors is 4 years, which may be renewed with the consent of the Parties to Joint Venture.
3. Board meetings shall generally be held at the location of Joint Venture's legal address, once each year. A quorum for a meeting shall consist of not fewer than two thirds (2/3) of the directors. Should any director be unable to attend the meeting, he shall authorize a representative to be present at the meeting and vote for him.
In case a director dies, resigns, or is otherwise unable to fulfil his duties prior to the fulfilment of his term, the Parties agree to cooperate fully to have as his replacement a director nominated by the Party that nominated the director whose death, resignation or other conditions created the vacancy.
4. Decisions on the following items shall be made only when unanimously agreed upon by the directors present at the Board meeting.
(1) Amendment to the articles of incorporation of Joint Venture；
(2) Termination and dissolution of Joint Venture；
(3) Increase or assignmnet of the registered capital of Joint Venture；
(4) Merger of Joint Venture with another economic organization.
Decisions on other items shall be made by a simple majority vote of the directors present at the meeting.
1. Joint Venture shall establish a management office which shall be responsible for daily management of Joint Venture.
2. The management office shall have a general manager and two deputy general managers, whose term is 4 years. The general manager nominated by Party A is responsible for the implementation of the decisions of the Board of Directors and daily operation. The deputy managers, one of whom is nominated by each Party, shall assist the general manager in his duties.
3. The management office may have its subdivisions, the duties of which are to manage different business departments under the leadership of the general manager or deputy general managers.作者: 紫丁香 时间: 2005-9-21 13:37
第九条 劳动管理
Article 9 Labour management
1. Party A agrees to help Joint Venture to invite and recruit Chinese experts, technicians, workers and other personnel and Party B agree to help Joint Venture to invite and recruit foreign experts.
2. The employment and dismissal, wages, insurance, welfare, awards, and fines of its experts, staff members and workers shall be decided by the Board of Directors according to “Regulations for the Implementation of the Law of the People's Republic of China on Chinese Foreign Joint Venture”.
第十条 财务与会计
Article 10 Financial Affairs and Accounting
1. The parties hereto are fully aware that the best interests of their own and Joint Venture will be served by taking all reasonable measures to ensure increase in production and in order to achieve this goal, the Parties agree to retain sufficient earnings in Joint Venture for the expansion of production and other requirements, such as bonus and welfare funds. The annual proportion of the earnings to be retained shall be decided by the Board of Directors.
2. Joint Venture shall employ competent treasurers and auditors to keep all books of accounts, which are accessible at any time to each Party hereto.
3. The fiscal year of Joint Venture shall begin on January 1st and end on December 31st. The net profit of Joint Venture shall be distributed between the Parties to Joint Venture in proportion to their respective shares in the registered capital after the deduction therefrom of the reserve funds, the bonus and the expansion funds of Joint Venture. Dividends shall be paid in (currency).
1. Joint Venture shall pay taxes in accordance with the relevant laws of the People's Republic of China.
2. The staff members and workers employed by Joint Venture shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.
3. Joint Venture shall pay or exempt from customs duty and industrial and commercial consolidated tax on goods imported or exported in accordance with the relevant laws of the People's Republic of China.
1. The duration of Joint Venture is______ years, which begins on the date when Joint Venture is issued the business license.
2. When both Parties to Joint Venture agree to extend the duration, Joint Venture shall file an application for extending the duration to the relevant authority of the Chinese governmnent 6 months befor its expiration date.
Upon announcement of the dissolution of Joint Venture, its Board of Directors shall work out procedures and principles for the liquidation and set up a liquidation committee.
All matters concerning the dissolution and liquidation of Joint Venture shall be dealt with in accordance with the relevant laws of the People's Republic of China.
第十四条 保险
Article 14 Insurance
合营企业的各项保险均在中保财产保险公司投保。
Insurance against various risks shall be effected by Joint Venture with the People's Insurance Company of China.
All disputes, controversies or differences which may arise between the Parties hereto, out of or in relation to this Agreement and which the Board of Directors fails to settle through consultation, shall finaly be submitted to arbitration which shall be conducted by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure of Arbitration of the said commission, the decision of which shall be final and binding upon both parties.
第十六条 协议的修改
Article 16 Amendment
本协议的修改，必须经甲乙双主同意，签署书面协议，并报中华人民共和国主管部门批准。
This Agreement may be amended during the duration of this Agreement by the Parties, provided that such amendment shall be in writing and signed by both Parties and shall be approved by the competent agency of the governmnet of the People's Republic of China.
1. Any failure or delay in the performance by either Party hereto of its obligations under this Agreement shall not constitute a breach hereof or give rise to any claims for damages if it is caused by the following occurrences beyond the control of the Party: earthquake, fire, floods, explosions, storms, accidents, war.
2. The Party affected by force majeure event shall immediately cable the other Party about the event, and submit within______ days after the cable the certified documents issued by a public competent organization at the place where the force majeure event has taken place, with which the two Parties hereto shall settle the problem in a friendly and reasonable way.
Any notice required or permitted under the provisions of this Agreement shall be in writing and addressed as follows:
To ABC Corporation: at______.
To XYZ Company: at______.
To Joint Venture: at_______.
Notice shall be deemed to have been given on the date of mailing except the notice of change of address which shall be deemed to have been given when received. The time shall be calculated according to that of the time zone of the addresser or sender.
第十九条 唯一协议
Article 19 Sole Agreement
本协议是当事人的唯一协议，并取代当事人双方以前明确表示和暗示方式所达成的一切协议和承诺。
This Agreement consititutes the entire and only Agreement between the Parties hereto and supersedes and nullifies all prior agreements, commitments, expressed or implied, between the Parties hereto.
第二十条 适用法律
Article 20 Governing Law
本协议的形式、有效期、解释和履行，均以中华人民共和国法律为准。
The formation, validation, interpretation and performance of this Agreement are governed by the laws of the People's Republic of China.
This Agreement shall be executed by the Parties hereto in both Chinese version and English version, each of which shall be binding upon both Parties. But the Chinese version shall prevail in the event of any discrepancy between the two said versions.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate by their duly authorized representatives as of the date first above written.