商务英语中英文对照：中外合资经营合同格式.doc

商务英语中英文对照：中外合资经营合同格式THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE Whole Doc. Chapter 1 General Provisions In accordance with the Law of the Peoples Republic of China on Joint Ventures Using Chinese and Foreign Investment (the Joint Venture Law) and other relevant Chinese laws and regulations, _Company and _ Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in _of the Peoples Republic of China. Chapter 2 Parties of the Joint Venture Article 1 Parties to this contract are as follows: _Company (hereinafter referred to as Party A), registered with _ in China, and its legal address is at _ (street) _ (district) _ (city) _China. Legal representative: Name: Position: Nationality: _Company (hereinafter referred to as Party B), registered with _. Its legal address at _. Legal representative: Name: Position: Nationality: (Note: In case there are more than two investors, they will be called Party C,D.in proper order). Chapter 3 Establishment of the Joint Venture Company Article 2 In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up _joint venture limited liability company ( hereinafter referred to as the joint venture company). Article 3 The name of the joint venture company is _Limited Liability Company. The name in foreign language is _. The legal address of the joint venture company is at _street _(city)_ province. Article 4 All activities of the joint venture company shall be governed by the laws, decrees and pertinent rules and regulations of the Peoples Republic of China. Article 5 The Organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions to the registered capital. Chapter 4 The Purpose, Scope and Scale of Production and Business Article 6 The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor. (Note: This article shall be written according to the specific situations in the contract). Article 7 The productive and business scope of the joint venture company is to produce _ products; provide maintenance service after the sale of the products; study and develop new products. (Note: It shall be written in the contract according to the specific conditions). Article 8 The production scale of the joint venture company is as follows: 1. The production capacity after the joint venture is put into operation is _. 2. The production scale may be increased up to _ with the development of the production and operation. The product varieties may be developed into _. (Note: It shall be written according to the specific situation). Chapter 5 Total Amount of Investment and the Registered Capital Article 9 The total amount of investment of the joint venture company is RMB _ (or a foreign currency agreed upon by both parties). Article 10 Investment contributed by the parties is Renminbi _, which will be the registered capital of the joint venture company. Of which: Party A shall pay _ Yuan, accounting for _%; Party B shall pay _Yuan, accounting for _%. Article 11 Both Party A and Party B will contribute the following as their investment: Party A: cash _Yuan machines and equipment _Yuan premises _Yuan the right to the use of the site _Yuan industrial property _Yuan others _ Yuan, _ Yuan in all. Party B: cash _Yuan machines and equipment _Yuan industrial property _Yuan others _Yuan, _Yuan in all. (Note: When contributing capital goods or industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract). Article 12 The registered capital of the joint venture company shall be paid in _ installments by Party A and Party Baccording to their respective 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 part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, 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 the following matters: Responsibilities of Party A: Handling of applications for approval, registration, business license and other matters concerning the establishment of the joint venture company from relevant departments in charge of China; Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cash, machinery and equipment and premises . in accordance with the provisions of Article 11; Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory; Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.; Assisting the joint venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.; Assisting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed; Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures; Responsible for handling other matters entrusted by the joint venture company. Responsibilities of Party B: Providing cash, machinery and equipment, industrial property . in accordance with the provisions of Article 11, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port; Handling the matters entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside China, etc.; Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the technical personnel and workers of the joint venture company;In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the joint venture company in the light of design capacity within the specified period; Responsible for other matters entrusted by the joint venture company. (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 agreement shall be signed between the joint venture company and Party B (or a third party) so as to obtain advanced production technology needed for realizing the production and operation purpose and the production scale specified in Chapter 4 of the contract, including product design, manufacturing technology, means of testing, materials prescription, standard of quality and the training of personnel etc. (Note: It shall be written in the contract according to the concrete conditions). Article 16 Party B offers the following guarantees on the transfer of technology: (Note: Article applies only when Party B isresponsible for transferring technology to the joint venture company). 1. Party B guarantees that the overall technology such as the designing, manufacturing technology, technological process, tests and inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. It is to meet the requirement of the joint ventures operation purpose, and be able to obtain the standard of production quality and production capacity specified in the contract; 2. Party B guarantees that the technology specified in this contract and the technology transfer agreement shall be fully transferred to the joint venture company, and pledges that the provided technology should be truly advanced among the same type of technology produced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage; 3. Party B shall work out a detailed list of the provided technology and technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance; 4. The drawings, technological conditions and other detailed information are part of the transferred technology and shall be provided on time; 5. During the term of the technology transfer agreement, Party B shall provide the joint venture company with anyimprovements in the technology and the improved information and technological materials in time, and shall not charge separate fees; 6. Party B shall guarantee that the technical personnel and the workers in the joint venture company can master all the technology transferred within the period specified in the technology transfer agreement. Article 17 In case Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, Party B shall be responsible for compensating the direct losses to the joint venture company. Article 18 The technology transfer fee shall be paid in royalties. The royalty rate shall be _% of the net sales value of the products. The term for royalty payment is the same as the term for the technology transfer agreement specified in Article 19 of this contract. Article 19 The term for the technology transfer agreement signed by the joint venture company and Party B is _ years. After the expiration of the technology transfer agreement, the joint venture company shall have the right to use, research and develop the imported technology continuously. (Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation). Chapter 8 Selling of Products Article 20 The products of joint venture company will be sold both on the Chinese and the overseas market, the export portion accounts for _%, _% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical situations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company). Article 21 Products may be sold on overseas markets through the following channels: The joint venture company may directly sell its products on the international market, accounting for _%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for _%. The joint venture company may entrust Party B to sell its products, accounting for _%. Article 22 The joint ventures products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the joint venture company directly. Article 23 In order to provide maintenance service to the products sold both in China or abroad, the joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department. Article 24 The trade mark of the joint ventures products is _. Chapter 9 The Board of Directors Article 25 The date of registration of the joint venture company shall be the date of the establishment of the board of directors of the joint venture company. Article 26 The board of directors is composed of _directors, of which _shall be appointed by Party A, _by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party. Article 27 The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues (Note: The main contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract). Article 28 The chairman of the board is the legal representative of the joint venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice- chairman or any other directors to represent the joint venture company temporarily. Article 29 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file. Chapter 10 Business Management Office Arti