【正文】
（3）part b sight draft in duplicate.
　both parties agree to settle in cash in _________while the settlement in _________will be_________% in cash and the remaining _________% shall be made through pensation of resale from part a.
　the payment of _________ will be due on_________ th _________of the year upon receipt of the mercial invoices in duplicate from part b.
　the yearly payments from 19　onward as per clause . are due on _________， _________， of each year upon receipt of 2 copies of the mercial invoice from part b.
　part of the know how transferring fee would be paid to part b by part a as per clause . during the joint production period， and the unpaid part would be converted as the investment of part b to the joint venture when the jointventure es to realisation. should the joint venture miscarry and the joint production be forced to terminate within 5 （five） years， part a shall confirm that the unpaid part of the know how transferring fee shall fully be remitted to part b by part a. in each of the above mentioned cases， evaluating the mode of payment of the know how transferring fee shall be agreed upon by both parties through consultation in due course.
article 4 joint production andpensation trade
　for the purpose of balancing part a’ s foreign exchange， part b agrees to buy back the medium speed marine main engines of type 12v 400zc and 12v 600zc produced by part a.
　the total value of the above mentioned orders shall not be less than _________% of the expenses for purchasing ponents by part a from part b. part b agrees that under the prerequisite of increased pensation capability of part a and increased demand of part b the percentage of payments pensated through the back sale of pite’s products can be increased without limitation.
　products supplied to part b by part a shall be at favourable prices， types， quantity， and delivery time of the products shall be agreed in the contract for every order by both pareties. quality of part a’s products has to meet part b’s standard.
　part b shall require part a to start the trial production of medium speed marine main engine of type 12v 400zc immediately upon receiving their drawings. the first products， one for each party， shall be tested separately by both parties and part b shall， on the basis of satisfactory tests， require part a to deliver_________（ _________）sets of medium speed marine main engine of type 12v 400zc within 19 _________. the prices and delivery periods shall be agreed upon when the contract is concluded.
article 5 guarantee
　part b guarantees that the documentation supplied shall be of the latest technological achievement within the valid period of the contract and shall be exactly identical with the documentation currently used by part b.
　part b guarantees that the documentation supplied shall be plete， correct and legible.
article 6 tax and duty
　all taxes， customs and other duties in connection with the performance of the contract arising outside the part a side shall be borne by part b.
　all taxes， customs and other duties in connection with the performance of the contract arising inside the part a side shall be borne by part a.
article 7 trademark
　part a shall have the right to use the part b trademark and serial number of contracted products. part a shall label the trademark smith portla co， ltd. on the contracted products so produced.
　nameplates， quotations， technical specifications， advertisement， instruction manuals， samples of the contracted products manufactured by part a shall all be labelled with the name of part a.
article 8 packing
　packing shall be in the form of strong wooden case （s） suitable for long voyage and well protected against damp