【正文】 thejoint venture pany, and pledges that the provided tenology should betruly advanced among the same type of tenology produced by Party B, themodel, specification and quality of the equipment are excellent and it isto meet the requirement of tenological operation and practical usage。　　6. Party B shall guarantee that the tenical personnel and theworkers in the joint venture pany can master all the tenologytransferred within the period specified in the tenology transferagreement.　　Article 17　　In case Party B fails to provide equipment and tenology inaccordance with the provisions of this contract and the tenologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for pensating the direct losses tothe joint venture pany.　　Article 18　　The tenology transfer fee shall be paid in royalties. The royaltyrate shall be ___________ of the net sales value of the term for royalty payment is the same as the term for thetenology transfer agreement specified in Article 19 of this contract.　　Article 19　　The term for the tenology transfer agreement signed by the jointventure pany and Party B is ___________ years. After the expiration ofthe tenology transfer agreement, the joint venture pany shall havethe right to use, resear and develop the imported tenologycontinuously.　　(Note: The term for a tenology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).　　apter 8 Selling of Products　　Article 20　　The products of joint venture pany will be sold both on the ineseand the overseas market, the export portion accounts for __________,__________ for the domestic market.　　(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditions, the amount for export shall at least meet the needs of foreignexange expenses of the joint venture pany).　　Article 21　　Products may be sold on overseas markets through the followingannels:　　The joint venture pany may directly sell its products on theinternational market, accounting for ___________.　　The joint venture pany may sign sales contracts with ineseforeign trade panies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for __________.　　The joint venture pany may entrust Party B to sell its products,accounting for ______________.　　Article 22　　The joint venture39。s Republic of ina on Labor Managementin Joint Ventures Using inese and Foreign Investment and itsImplementing Rules.　　The labor contracts shall, after being signed, be filed with the locallabor management department.　　Article 41　　The appointment of highranking administrative personnel remendedby both parties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.　　apter 14 Taxes, Finance and Audit　　Article 42　　The joint venture pany shall pay taxes in accordance with theprovisions of inese laws and other relative regulations.　　Article 43　　Staff members and workers of the joint venture pany shall payindividual ine tax according to the Individual Ine Tax Law of thePeople39。s Insurance pany ofina.　　apter 18 The Amendment, Alteration and Termination of the Con tract　　Article 51　　The amendment of the contract or other appendices shall e intoforce only after a written agreement has been signed by Party A and PartyB and approved by the original examination and approval authority.　　Article 52　　In case of inability to fulfil the contract or to continue operationdue to heavy losses in successive years as a result of force majeure, theduration of the joint venture and the contract shall be terminated beforethe time of expiration after being unanimously agreed on by the board ofdirectors and approved by the original examination and approval authority.　　Article 53　　Should the joint venture pany be unable to continue its operationor aieve its business purpose due to the fact that one of thecontracting parties fails to fulfil the obligations prescribed by thecontract and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. The other party shall have theright to terminate the contract in accordance with the provisions of thecontract after approval by the original examination and approvalauthority, and to claim damages. In case Party A and Party B of the jointventure pany agree to continue the operation, the party who fails tofulfil its obligations shall be liable for the economic losses causedthereby to the joint venture pany.　　apter 19 Liability for Brea of Contract　　Article 54　　should either Party A or Party B fail to pay on sedule thecontributions in accordance with the provisions defined in apter 5 ofthis contract, the party in brea shall pay to the other party _________of the contribution starting from the first month after exceeding the timelimit. Should the party in brea fail to pay after 3 months, __________of the contribution shall be paid to the other party, who shall have theright to terminate the contract and to claim damages from the party inbrea in accordance with the provisions of Article 53 of the contract.　　Article 55　　Should all or part of the contract and its appendices be unable to befulfilled owing to the fault of one party, the party in brea shall bearthe liability therefor. Should it be the fault of both parties, they shallbear their respective liabilities according to the actual situation.　　Article 56　　In order to guarantee the performance of the contract and itsappendices, both Party A and Party B shall provide ea other with bankguarantees for performanc