【正文】 __________Yuan　　others __________Yuan, __________Yuan in all.　　(Note: When contributing capital goods or industrial property asinvestment, Party A and Party B shall conclude a separate contract to be apart of this main contract).　　Article 12　　The registered capital of the joint venture pany shall be paid in___________ installments by Party A and Party B according to theirrespective proportion of their investment.　　Each installment shall be as follows:　　(Note: it shall be written according to the concrete conditions).　　Article 13　　In case any party to the joint venture intends to assign all or partof his investment subscribed to a third party, consent shall be obtainedfrom the other party to the joint venture, and approval from theexamination and approval authority is required.　　When one party to the joint venture assigns all or part of hisinvestment, the other party has preemptive right.　　Chapter 6 Responsibilities of Each Party to the Joint Venture　　Article 14　　Party A and Party B shall be respectively responsible for thefollowing matters:　　Responsibilities of Party A:　　Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturepany from relevant departments in charge of China?！　rganizing the design and construction of the premises and otherengineering facilities of the joint venture pany?！　ssisting Party B to process import customs declaration for themachinery and equipment contributed by Party B as investment and arrangingthe transportation within the Chinese territory。　　Assisting the joint venture pany in contacting and settling thefundamental facilities such as water, electricity, transportation etc.?！　ssisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures?！　andling the matters entrusted by the joint venture pany, such asselecting and purchasing machinery and equipment outside China, etc.?！　raining the technical personnel and workers of the joint venturepany?！　esponsible for other matters entrusted by the joint venture pany.(note: It shall be written according to the specific situation).　　Chapter 7 Transfer of Technology　　Article 15　　Both Party A and Party B agree that a technology transfer agreementshall be signed between the joint venture pany and Party B (or a thirdparty) so as to obtain advanced production technology needed for realizingthe production and operation purpose and the production scale specified inChapter 4 of the contract, including product design, manufacturingtechnology, means of testing, materials prescription, standard of qualityand the training of personnel etc.　　(Note: It shall be written in the contract according to the concreteconditions).　　Article 16　　Party B offers the following guarantees on the transfer of technology:　　(Note: Article applies only when Party B is responsible fortransferring technology to the joint venture pany).　　1. Party B guarantees that the overall technology such as thedesigning, manufacturing technology, technological process, tests andinspection of products (Note: The name of the products shall be written)provided to the joint venture pany must be integrated, precise andreliable. It is to meet the requirement of the joint venture39?！　?. Party B guarantees that the technology specified in this contractand the technology transfer agreement shall be fully transferred to thejoint venture pany, and pledges that the provided technology should betruly advanced among the same type of technology produced by Party B, themodel, specification and quality of the equipment are excellent and it isto meet the requirement of technological operation and practical usage?！　?. The drawings, technological conditions and other detailedinformation are part of the transferred technology and shall be providedon time。　　6. Party B shall guarantee that the technical personnel and theworkers in the joint venture pany can master all the technologytransferred within the period specified in the technology transferagreement.　　Article 17　　In case Party B fails to provide equipment and technology inaccordance with the provisions of this contract and the technologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for pensating the direct losses tothe joint venture pany.　　Article 18　　The technology transfer fee shall be paid in royalties. The royaltyrate shall be ___________% of the net sales value of the term for royalty payment is the same as the term for thetechnology transfer agreement specified in Article 19 of this contract.　　Article 19　　The term for the technology transfer agreement signed by the jointventure pany and Party B is ___________ years. After the expiration ofthe technology transfer agreement, the joint venture pany shall havethe right to use, research and develop the imported technologycontinuously.　　(Note: The term for a technology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).　　Chapter 8 Selling of Products　　Article 20　　The products of joint venture pany will be sold both on the Chineseand the overseas market, the export portion accounts for __________%,__________% for the domestic market.　　(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditions, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture pany).　　Article 21　　Products may be sold on overseas markets through the followingchannels:　　The joint venture pany may directly sell its products on theinternational market, accounting for ___________%.　　The joint venture pa