【導(dǎo)讀】公司，主要經(jīng)營(yíng)場(chǎng)所為＿＿＿＿，代表人為＿＿＿＿。鑒于Ｙ多年從事研究、開發(fā)和制造＿＿＿＿以及在世界不同地區(qū)銷售＿＿＿＿；鑒于Ｙ具有在外國(guó)生產(chǎn)合同產(chǎn)品的經(jīng)驗(yàn)并有能力提供生產(chǎn)這類產(chǎn)品的技術(shù)服務(wù)；鑒于Ｘ和Ｙ有意互相合作，共同在墨西哥設(shè)立一家新公司，生產(chǎn)以下具體描述的產(chǎn)品；本協(xié)議期間，無(wú)論自愿或法律要求或其他另有規(guī)定，除非符合本協(xié)議和ＦＣＡＭ章程，初資本及隨后增加的資本金，該投資額以滿足實(shí)施法律對(duì)需獲許可的要求為限。力獲得＿＿＿＿＿政府的批準(zhǔn)。注冊(cè)以及申請(qǐng)Ｘ和Ｙ在ＦＣＡＭ的股份在墨西哥外資國(guó)家注冊(cè)局注冊(cè)。ＦＣＡＭ和Ｙ將決定其幫助ＦＡＣＭ料品出口應(yīng)得的傭金和報(bào)酬。意，并且該商標(biāo)應(yīng)作為ＦＣＡＭ的財(cái)產(chǎn)。雙方同意ＦＣＡＭ的董事會(huì)將根據(jù)公司章程和本協(xié)議有關(guān)條款管理ＦＣＡＭ。對(duì)于ＦＣＡＭ股利的公布及。代表ＦＣＡＭ和用于支付款項(xiàng)的所有支票。才能生效并對(duì)ＦＣＡＭ構(gòu)成約束。Ｘ或Ｙ，需要的話由協(xié)議雙方達(dá)成一致意見。

　　

【正文】 (4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force。 acquisition of licenses, incentives, permissions and authorizations from the authorities of the Mexican Government。 (5) Advice on Mexican laws regarding taxes and on Mexican accounting practices。 (6) Negotiations with the authorities of the Mexican Government and (7) Suits or any other legal actions with third parties instituted by or against FCAM。 (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。 so as to achieve the business targets from time to time established by FCAM. (2) Preparation of advertising and marketing aids relating to PRODUCTS。 (3) Purchase of ponents and materials。 (4) Acquisition of licenses, permissions of third parties under such third parties， patents or other industrial property rights。 (5) Accounting and financial analysis, cost calculations。 (6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement, to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions. Nothing set forth in or above shall be construed or interpreted to require either party hereto to be responsible, jointly or severally with FCAM, for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof), or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of X or Y, actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid or reimbursed by FCAM to X and as the case may be. Payment or reimbursement to ______________shall be made in United States of American dollars. CLAUSE 9. TERM TERMINATION: This Agreement shall bee effective as of the date that the last governmental referred to in of CLAUSE 1 hereof shall have been obtained, subject to the registration referred to in of CLAUSE I hereof, and shall thereafter continue in full force and effect, so long as both X and Y continue to be shareholders of FCAM. This Agreement shall terminate upon the occurrence of any of the following events: (1) The sale or other disposition by X on the one hand, or by Y on the other hand, of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM, so that no shares of FCAM are owned by Y on the one hand, or _________ on the other hand。 (2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty (30) calendar day period。 or upon assignment of all or substantially all of FCAM39。s proper－ ties for the benefit of creditors。 or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM39。s properties。 or upon the voluntary or involuntary dissolution of FCAM。 (3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM。 (4) Any of the events described in 2) above shall have occurred with respect to Y in stead of FCAM (5) Termination of this Agreement by X pursuant to the provision of hereof。 or (6) Termination of this Agreement by Y pursuant to the provision of hereof。 or (7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have bee effective within onehundred and eighty (180) calendar days after the date of execution of this Agreement. If and when the law of Mexico shall no longer permit Y to own at least fortynine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM, or upon termination or nonrenewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s), if any, be concluded, between FCAM and Y and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s), if any, to be concluded between FCAM and Y X may, at its option, terminate this Agreement at any time upon at least niy (90) calendar days39。 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