【正文】 式寄送應(yīng)理解為收件人在郵件寄出之日后其十個(gè)工作日內(nèi)收到的郵件。仲裁員根據(jù)該商會(huì)規(guī)則任命一名或多名。在本事先取得本協(xié)議另一方的書面同意的情況下，任何一方不能自主或采取法律行動(dòng)委托或轉(zhuǎn)讓本協(xié)議或本協(xié)議規(guī)定的任何權(quán)利或義務(wù)。本協(xié)議可修改、修訂、替代或取消。 條款標(biāo)題 本協(xié)議 中所用條款標(biāo)題只為了查閱便利，并不構(gòu)成本協(xié)議的一部分，不能影響對(duì)本協(xié)議的有效解釋。 Ｂ .當(dāng)Ｘ在ＦＣＡＭ發(fā)行并認(rèn)購的股票中持有量不足百分之四十九 （ 49％）減三 (3)時(shí)，只要 X 出具書面要求，上述Ａ中提到的義務(wù)即告成立。如在上述期限內(nèi)未能完成上述義務(wù)的履行，則ＦＣＡＭ將向Ｘ或Ｙ支付每月相當(dāng)于 50， 000 美元的常規(guī)性罰款。 ＸＸＸ公司 ＹＹＹ公司 代表：＿＿＿＿＿ 代表：＿＿＿＿＿ SHAREHOLDERS39。 and WHEREAS, X and Y are desirous that said new pany will obtain technical assistance from Y for manufacturing such PRODUCTS and Y is willing to furnish such technical assistance to the new pany。s shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign investments. CLAUSE 2. PRODUCTS TECHNICAL ASSISTANCE: Products to be manufactured and sold by FCAM shall be ___________specified to be hereinafter referred to as contract PRODUCTS. other type may be added as Contract PRODUCTS if and when mutually agreed by Y and X. parties hereto agree that Y shall furnish to FCAM certain license and technic al assistance for manufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded between FCAM and Y in the form attached thereto as Exhibit B.(hereinafter referred to as the Technical Assistance Agreement). CLAUSE 3. MARKETING PRODUCTS: AS it is most efficient and economical and therefore it is for the best interest of FCAM, sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itself to third party ________________in Mexico. When export of Contract PRODUCTS manufactured by FCAM is remended by export through Y, since it is for the interest of FCAM in making export to use the international sales facilities of Y and also since Y has and expects to have mercial dealings and mitments under exclusive sales rights covering certain of its products in which the Contract Products are included, in countries of the world, and therefore FCAM39。 (3) Increase or decrease of the capital stock。 (9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyond one year。 (4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force。 (8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM. B. (1) Marketing of PRODUCTS. Market research and product planning。 (5) Accounting and financial analysis, cost calculations。s proper－ ties for the benefit of creditors。 (3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM。 prior written notice to Y. Either party hereto shall have the right to terminate this Agreement by giving written notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect, and such breach or default shall not be cured within niy (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party, provided, however, that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party, such as acts of God, acts or omissions of any Government or agencies thereof, pliance with request, rules, regulations or orders of any governmental authority, fire, storm. flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot sabotage, invasion, quarantine restriction, strike, lock out, and transportation embargo or failure or delay in transportation, shall be excluded in determining the applicable time period, but due diligence shall be used by the def。 or (6) Termination of this Agreement by Y pursuant to the provision of hereof。s properties。 (2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty (30) calendar day period。 (3) Purchase of ponents and materials。 (5) Advice on Mexican laws regarding taxes and on Mexican accounting practices。 (2) Recruiting and employment of workers。 (5) Review and approval of the financial statements and distribution of profits for each fiscal year of FCAM. With regard to Declaration of Dividends and distribution of profits of FCAM, it is the intention of both parties hereto to follow a policy where by there will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also, it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutual agreement. (6) Financing of operations and expansion of FCAM (7) Important personnel affairs。s PRODUCTS as hereinabove contemplated, as will be determined between FCAM and Y. CLAUSE 4. TRADEMARK: Both parties hereto agree that unless otherwise agreed by them, the trademarks used on all PRODUCTS manufactured by FCAM shall be __________ which are owned by Y, provided that use by FCAM of such trademarks shall be subject to and governed by the terms and Conditions of the Trademark License Agreement to be concluded between FCAM and Y in the form attached hereto as Exhibit C, (hereinafter referred to as the Trademark License Agreement). X hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shall choose to use the trademarks ______ alone and not in a linked or conjoined form with another Mexican trademark, unless suc