【正文】 years as a result of force majeure, theduration of the cooperative venture and the contract shall be terminatedbefore the time of expiration after being unanimously agreed upon by theboard of directors and approved by the original examination and approvalauthority.　　Chapter 17 Liability for Breach of Contract　　Article 42　　Should the cooperative venture pany be unable to continue itsoperation or 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 thecooperative venture pany agree to continue the operation, the party whofails to fulfil its obligations shall be liable for the economic lossescaused thereby to the joint venture pany.　　Article 43　　Should either Party A or Party B fail to provide on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other party________Yuan, or __________% of the contribution starting from the firstmonth after exceeding the time limit. Should the party in breach fail toprovide after ______months, _________Yuan, or _________% of thecontribution shall be paid to the other party, who shall have the right toterminate the contract and to claim damages from the party in breach inaccordance with the provisions of Article 42 of the contract.　　Article 44　　Should 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 45　　In 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 within __________days after thecontract es into force.　　Chapter 18 Force Majeure　　Article 46　　Should either of the parties to the contract be prevented fromexecuting the contract by force majeure, such as earthquake, typhoon,flood, fire, war or other unforeseen events, and their occurrence andconsequences are unpreventable and unavoidable, the prevented party shallnotify the other party by telegram without any delay, and within 15 daysthereafter provide detailed information of the events and a valid documentfor evidence issued by the relevant public notary organization explainingthe reason of its inability to execute or delay the execution of all orpart of the contract. Both parties shall, through consultations, decidewhether to terminate the contract or to exempt part of the obligations forimplementation of the contract or whether to delay the execution of thecontract according to the effects of the events on the performance of thecontract.　　Chapter 19 Applicable Law　　Article 47　　The formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the People39。s Republic of China.　　Chapter 20 Settlement of Disputes　　Article 48　　Any disputes arising from the execution of, or in connection with, thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be reached through consultations, thedisputes shall be submitted to the Foreign Economic and Trade ArbitrationCommission of the China Council for the Promotion of International Tradefor arbitration in accordance with its rules of procedure. The arbitralaward is final and binding upon both parties.　　Article 49　　During the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.　　Chapter 21 Language　　Article 50　　The contract shall be written in Chinese and in ____________. Bothlanguage versions are equally authentic. In the event of any discrepancybetween the two aforementioned versions, the Chinese version shallprevail.　　Chapter 22 Effectiveness of the Contract and Miscellaneous　　Article 51　　The appendices drawn up in accordance with the principles of thiscontract are integral parts of this contract, including: the projectagreement, the technology transfer agreement, the sales agreement etc.　　Article 52　　The contract and its appendices shall e into force mencing fromthe date of approval of the Ministry of Foreign Trade and EconomicCooperation of the People39。s Republic of China (or its entrustedexamination and approval authority).　　Article 53　　Should notices in connection with any party39。s rights and obligationsbe sent by either Party A or Party B by telegram or telex, etc., theWritten letter notices shall be also required afterwards. The legaladdresses of Party A and Party B listed in this contract shall be theposting addresses.　　Article 54　　The contract is signed in __________, China by the authorizedrepresentatives of both parties on _____, 19_______.　　For Party A For Party B　　(Signature) (Signature)