【正文】
oint Venture”) under the laws of the People39。合營(yíng)企業(yè)的組織形式為有限責(zé)任公司。合營(yíng)企業(yè)將努力改進(jìn)許可產(chǎn)品,改善管理,以適應(yīng)國(guó)際競(jìng)爭(zhēng)。1. The registered capital of Joint Venture shall be (amount of capital), of which half (50%) will be contributed by each Party.2. Party A39。s Patents according to the terms and conditions of the Patent License Agreement attached hereto.(2) An exclusive license to use Trademark in marketing Licensed Product according to the terms and conditions of the Trademark License Agreement attached hereto.(3) An exclusive license to practise Party B39。s marketing system worldwide. Meanwhile Party A shall help Joint Venture to export Licensed Product through China39。 對(duì)于下列問(wèn)題,必須經(jīng)出席會(huì)議的董事一致通過(guò),方可作出決定:(1)修改合營(yíng)企業(yè)章程;(2)終止和解散合營(yíng)企業(yè);(3)增加或轉(zhuǎn)讓合營(yíng)企業(yè)的注冊(cè)資本;(4)合營(yíng)企業(yè)同其他經(jīng)濟(jì)組織合并。1. Joint Venture shall establish a management office which shall be responsible for daily management of Joint Venture.2. The management office shall have a general manager and two deputy general managers, whose term is 4 years. The general manager nominated by Party A is responsible for the implementation of the decisions of the Board of Directors and daily operation. The deputy managers, one of whom is nominated by each Party, shall assist the general manager in his duties.3. The management office may have its subdivisions, the duties of which are to manage different business departments under the leadership of the general manager or deputy general managers.第九條 勞動(dòng)管理Article 9 Labour management 合營(yíng)企業(yè)的中方專(zhuān)家、技術(shù)人員、工人和其他人員由甲方招聘;合營(yíng)企業(yè)的外方專(zhuān)家由乙方招聘。合營(yíng)企業(yè)的凈收入,在扣除儲(chǔ)備金、獎(jiǎng)金和企業(yè)發(fā)展獎(jiǎng)金以后,根據(jù)各方出資在注冊(cè)醬中占的比例進(jìn)行分配。s Republic of China.第十二條 合營(yíng)期限Article 12 Duration of Joint Venture 合營(yíng)期限為X年。s Insurance Company of China.第十五條 仲裁Article 15 Arbitration有關(guān)本協(xié)議的一切分歧與爭(zhēng)議,若董事會(huì)不能通過(guò)協(xié)商解決,則提交中國(guó)國(guó)際貿(mào)易促進(jìn)委員會(huì)對(duì)外貿(mào)易仲裁委員會(huì),根據(jù)該會(huì)仲裁程序暫行規(guī)則進(jìn)行仲裁。Any notice required or permitted under the provisions of this Agreement shall be in writing and addressed as follows:To ABC Corporation: at______.To XYZ Company: at______.To Joint Venture: at_______.Notice shall be deemed to have been given on the date of mailing except the notice of change of address which shall be deemed to have been given when received. The time shall be calculated according to that of the time zone of the addresser or sender.第十九條 唯一協(xié)議Article 19 Sole Agreement本協(xié)議是當(dāng)事人的唯一協(xié)議,并取代當(dāng)事人雙方以前明確表示和暗示方式所達(dá)成的一切協(xié)議和承諾。This Agreement shall be executed by the Parties hereto in both Chinese version and English version, each of which shall be binding upon both Parties. But the Chinese version shall prevail in the event of any discrepancy between the two said versions.IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate by their duly authorized representatives as of the date first above written.ABC 公司:___________ XYZ 公司:___________ (簽字) (簽字) ABC Co. XYZ Co. By __________________ By ___________________ 。1. Any failure or delay in the performance by either Party hereto of its obligations under this Agreement shall not constitute a breach hereof or give rise to any claims for damages if it is caused by the following occurrences beyond the control of the Party: earthquake, fire, floods, explosions, storms, accidents, war.2. The Party affected by force majeure event shall immediately cable the other Party about the event, and submit within______ days after the cable the certified documents issued by a public petent organization at the place where the force majeure event has taken place, with which t