【正文】 rties of the joint venture agree to set up_____________joint venture limited liability pany ( hereinafter referred to as the joint venture pany).Article 3The name of the joint venture pany is __________Limited Liability Company.The name in foreign language is __________.The legal address of the joint venture pany is at __________street___________(city)___________ province.Article 4All activities of the joint venture pany shall be governed by the laws, decrees and pertinent rules and regulations of the People39。Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory。Training the technical personnel and workers of the joint venturepany。6. Party B shall guarantee that the technical personnel and theworkers in the joint venture pany can master all the technologytransferred within the period specified in the technology transferagreement.Article 17In case Party B fails to provide equipment and technology inaccordance with the provisions of this contract and the technologytransfer 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 18The technology transfer fee shall be paid in royalties. The royaltyrate shall be ___________% of the net sales value of the products.The term for royalty payment is the same as the term for thetechnology transfer agreement specified in Article 19 of this contract.Article 19The term for the technology transfer agreement signed by the jointventure pany and Party B is ___________ years. After the expiration ofthe technology transfer agreement, the joint venture pany shall havethe right to use, research and develop the imported technologycontinuously.(Note: The term for a technology 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).Chapter 8 Selling of ProductsArticle 20The products of joint venture pany will be sold both on the Chineseand 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 foreignexchange expenses of the joint venture pany).Article 21Products may be sold on overseas markets through the followingchannels:The joint venture pany may directly sell its products on theinternational market, accounting for ___________%.The joint venture pany may sign sales contracts with Chineseforeign 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 22The joint venture39。s Insurance Company ofChina.Chapter 18 The Amendment, Alteration and Termination of the Con tractArticle 51The 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 52In 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 upon by the board ofdirectors and approved by the original examination and approval authority.Article 53Should the joint venture pany be unable to continue its operationor achieve 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.Chapter 19 Liability for Breach of ContractArticle 54should either Party A or Party B fail to pay on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other party _________%of the contribution starting from the first month after exceeding the timelimit. Should the party in breach 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 inbreach in accordance with the provisions of Article 53 of the contract.Article 55Should all or part of the contract and its appendices be unable to befulfilled owing to the fault of one party, the party in breach shall bearthe liability therefor. Should it be the fault of both parties, they shallbear their respective liabilities according to the actual situation.Article 56In order to guarantee the performance of the contract and itsappendices, both Party A and Party B shall provide each other with bankguarantees for performance of the contract.Chapter 20 Force MajeureArticle 57Should either of the par