【正文】 ibed by it. The profits, risks and losses of the joint venture pany shall be shared by the parties in proportion to their contributions to the registered capital. Chapter 4 The Purpose, Scope and Scale of Production and Business Article 6 The goals of the parties to the joint venture are to enhance economic cooperation technical exchanges, to improve the product quality, develop new products, and gain a petitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor. (Note: This article shall be written according to the specific situations in the contract). Article 7 The productive and business scope of the joint venture pany is to produce __________ products。 Assisting the joint venture pany in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and munication facilities etc.。 In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the joint venture pany in the light of design capacity within the specified period。 6. Party B shall guarantee that the technical personnel and the workers in the joint venture pany can master all the technology transferred within the period specified in the technology transfer agreement. Article 17 In case Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, Party B shall be responsible for pensating the direct losses to the joint venture pany. Article 18 The technology transfer fee shall be paid in royalties. The royalty rate shall be ___________% of the net sales value of the products. The term for royalty payment is the same as the term for the technology transfer agreement specified in Article 19 of this contract. Article 19 The term for the technology transfer agreement signed by the joint venture pany and Party B is ___________ years. After the expiration of the technology transfer agreement, the joint venture pany shall have the right to use, research and develop the imported technology continuously. (Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation). Chapter 8 Selling of Products Article 20 The products of joint venture pany will be sold both on the Chinese and the overseas market, the export portion accounts for __________%, __________% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical situations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture pany). Article 21 Products may be sold on overseas markets through the following channels: The joint venture pany may directly sell its products on the international market, accounting for ___________%. The joint venture pany may sign sales contracts with Chinese foreign trade panies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __________%. The joint venture pany may entrust Party B to sell its products, accounting for ______________%. Article 22 The joint venture s products to be sold in China may be handled by the Chinese materials and mercial departments by means of agency or exclusive sales, or may be sold by the joint venture pany directly. Article 23 In order to provide maintenance service to the products sold both in China or abroad, the joint venture pany may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department. Article 24 The trade mark of the joint venture s products is __________. Chapter 9 The Board of Directors Article 25 The date of registration of the joint venture pany shall be the date of the establishment of the board of directors of the joint venture pany. Article 26 The board of directors is posed of __________directors, of which ___________shall be appointed by Party A, _________by Party B. The chairman of the board shall be appointed by Party A, and its vicechairman by Party B. The term of office for the directors, chairman and vicechairman is four years, their term of office may be renewed if continuously appointed by the relevant party. Article 27 The highest authority of the joint venture pany shall be its board of directors. It shall decide all major issues (Note: The main contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture pany. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract). Article 28 The chairman of the board is the legal representative of the joint venture pany. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice chairman or any other directors to represent the joint venture pany temporarily. Article 29 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file. Chapter 10 Business Management Office Article 30 The joint venture pany shall establish a management office which shall be responsible for its dai