【正文】 ed 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 such linked or conjoined use is required by Mexican Law, and further that if and to the extent that such linked or conjoined use is legally required but exemption from plying with the linking or conjoining obligation is lawfully available, X shall use its best efforts to obtain or cause FCAM to obtain such exemption. Should a linked or conjoined use with a Mexican trademark be finally and pulsorily required, then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by Y and X and which shall be the property of FCAM. CLAUSE 5. MANAGEMENT OF FCAM: Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM, in accordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement. Both parties here agree that vesting management of FCAM in its Board of Directors requires such Board to be responsible, among others, for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval, and for monitoring the business plan approved by both parties. Notwithstanding the provision of above. both parties hereto shall, as often as either party hereto may desire, consult with each other seeking mutual agreement, in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM, prior to discussion and decision at a meeting of the Board of Directors or a general meeting of the shareholders of FCAM. Such matters shall include the following, which are described by way of example but not limitation: (1) Business or management policy to be followed by FCAM。 (2) Recruiting and employment of workers。 (3) Purchase of ponents and materials。s properties。 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。s proper－ ties for the benefit of creditors。 (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。 (9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyond one year。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。 ＸＸＸ公司 ＹＹＹ公司 代表：＿＿＿＿＿ 代表：＿＿＿＿＿ SHAREHOLDERS39。 Ｂ .當(dāng)Ｘ在ＦＣＡＭ發(fā)行并認(rèn)購(gòu)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。本協(xié)議可修改、修訂、替代或取消。仲裁員根據(jù)該商會(huì)規(guī)則任命一名或多名。Ｙ通過(guò)其自己貿(mào)易渠道根據(jù)＿＿＿＿和 ＦＣＡＭ 之間的協(xié)議選擇進(jìn)口在墨西哥使用和銷售的該類型合同產(chǎn)品例外。 當(dāng)出現(xiàn) （ 2）的情況（除非ＦＣＡＭ主動(dòng)解散或被動(dòng)的解散），雙方都將作為ＦＣＡＭ的股東行使各自的股票權(quán)使得盡可能的迅速主動(dòng)解散ＦＣＡＭ。 當(dāng)下述任何一項(xiàng)事項(xiàng)發(fā)生時(shí)，本協(xié)議終止： （ 1）Ｘ作為一方或Ｙ作為另一方根據(jù)ＦＣＡＭ公司章程條款許可的方式處理他們?cè)冢疲茫粒偷娜抗煞荩Y(jié)果Ｘ作為一方或Ｙ作為另一方不再擁有ＦＣＡＭ的股份； （ 2）提交ＦＣＡＭ破產(chǎn)申請(qǐng)三十天后，并且在這三十天內(nèi)該破產(chǎn)申請(qǐng)未被取消；或?qū)⑷炕驅(qū)?質(zhì)上全部ＦＣＡＭ資產(chǎn)分配給債權(quán)人之時(shí)；或當(dāng)任命ＦＣＡＭ全部或?qū)嶋H全部財(cái)產(chǎn)接受人或托管人之時(shí)；或在ＦＣＡＭ自動(dòng)或被動(dòng)解散之時(shí)； （ 3）所有以（ 2）中描述事件的發(fā)生與Ｘ相關(guān)，而非ＦＣＡＭ； （ 4）Ｙ，而非ＦＣＡＭ發(fā)生了與上述（ 2）所描述的相關(guān)事件； （ 5）Ｘ根據(jù) 條款終止本協(xié)議，或 （ 6）Ｙ根據(jù) 條款終止本協(xié)議，或 （ 7）如果商標(biāo)許可協(xié)議和技術(shù)服務(wù)協(xié)議兩者或其一在本協(xié)議生效日后一百八十（ 180）天仍未生效。雙方理解并同意在本協(xié)