【正文】 去除公司標(biāo)志 ，當(dāng) X 以任何理由不再參加ＦＣＡＭ時(shí)，立即把 X 外字從ＦＣＡＭ公司名稱中去除，并停止使用類似名字。 罰款 如上述第 和 款規(guī)定的任何一項(xiàng)條件發(fā)生，則Ｘ或Ｙ將在不超過九十（ 90）天的期限內(nèi)要求ＦＣＡＭ的 其他股東服從依此二條款規(guī)定并履行義務(wù)。該項(xiàng)罰款僅是為了沒有及時(shí)依據(jù)聯(lián)邦區(qū)民法典 1846 章和其它章節(jié)條款及共和國其他州相關(guān)章節(jié)完成義務(wù) 因此，Ｘ和Ｙ同意，視具體情況，Ｘ或Ｙ在要求上述義務(wù)得以履行的同時(shí)附加或獨(dú)立要求罰款得以支付。 協(xié)議各方在以上文首所寫日期正式訂立本協(xié)議，此證。 AGREEMENT THE AGREEMENT, MADE THIS DAY OF 20__ BY AND BETWEEN XXX, A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT________ MEXICO (HEREINAFTER REFERRED TO AS “X”), REPRESENTED BY_________AND YYY, A CORPORATION DULY ORGANIZED AND EX－ ISTING UNDER THE LAWS OF_____________ AND HAVING ITS PRINCIPAL OFFICE AT (HEREINAFTER REFERRED TO AS“Y”), REPRE－SENTED BY__________. WITNESSETH WHEREAS, X has been established with the purpose _________among other things, of investing ___________ business, and is now desirous of being engaged in the manufacturing and selling Contract business。 WHEREAS, Y has experience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS. WHEREAS, X and Y are desirous of cooperating with each other in jointly settingup a new pany in Mexico to manufacture Contract PRODUCTS hereinafter more particularly described。 NOW, THEREFORE in consideration of the premises and the mutual covenants herein contained, it is hereby mutually agreed as follows: CLAUSE 1. INCORPORATION OF NEW COMPANY: For the purpose of forming a new pany to engage in manufacturing and selling the PRODUCTS defined in of CLAUSE 2, both parties hereby agree to incorporate jointly in Mexico a stock Corporation of variable capital under the Commercial Code of Mexico, with such corporation39。s investment in the initial capital of FCAM or in any subsequent increase of the authorities of the_____ Government. Promptly after the incorporation of FCAM, both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Y39。s attempts to export otherwise through Y could cause a serious breach on the part of ___________ of legal mitments which Y has with third parties. It shall be entitled to reasonable sales missions or other remuneration for its handing of exports of FCAM39。 (2) Short, middle and long term business plan and its amendments。 (4) Increase or decrease in the number of members of the Board of Directors, or reelection of the Directors。 (8) Expansion of production capacity。 (10) Introduction of new products (11) Hiring of examiners and legal counsel for FCAM. In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders, both parties hereto shall cause their nominees on the Board and their representatives or proxies at an ordinary or extraordinary general meeting of the shareholders to vote in favor of the decision reached by mutual consent during the consultation contemplated in above. Both parties hereto agree to ensure that FCAM will, to the maximum extent practicably possible, use the forms and requirements of Y for reporting and retrieval of management and financial information to be given by FCAM to both parties hereto, and that FCAM shall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto. It is understood and agreed that the Board of Directors of FCAM shall establish from time and time the limits of authority of the General Manager and other officers of FCAM as well as the powers of attorney to represent FCAM in the understanding that all cheques, bills of exchange, promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM, provided that one of them shall be the General Manager, the Administrative and Finance Manager, the Commercial Manager or the Manufacturing Manager, and shall be the Accounting Manager, the general Accountant, the Comptroller or other officer reporting to the Accounting Manager in order that such cheques, etc., can be valid and binding on FCAM. CLAUSE 6. TRANSFER OF PERSOFCAMEL: In addition to those personnel to be appointed as members of the Board of Directors of FCAM, both parties hereto agree to transfer, if and to the extent mutually agreed upon as necessary or desirable, their respective employees to FCAM to staff key positions of corporate anization of FCAM. It is contemplated by both parties hereto that________ will staff the positions of Accounting Manager and manufacturing Manager as well as appoint Assistant Manager for marketing and_________ will staff the positions of General Manager, Commercial Manager and General Administration and Finance Manager. During temporary absences of the General Manager, the overall administration of FCAM shall be entrusted to the Accounting Manager or manufacturing Mamager as___________ shall have designated. Salaries, including allowances for such personnel transfer either from X or Y shall be paid by FCAM during the period such personnel work for FCAM, and costs and expenses incurred for transfering such personnel， including the expense for traveling between _______________ and Mexico, shall be paid or reimbursed by FCAM to X or to Y, as the case may be, to such extent as mutually agreed by both parties hereto. Payment or reimbursement to Y shall be made in United States of America dollars. Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion of FCAM. Both parties hereto agree that to insure efficient and well coordinated management of FCAM, the Board o