Joint Venture Agreement
协议年________月________日签订
签约第方：_______公司该公司系中国公司中国_______注册（简称甲方）
签约第二方：_______公司系美国公司美国_____________注册（简称乙方）
this agreement made this_______day of________ ________by _________ corporation (hereinafter called party a) a chinese corporation having its registered office at______ china and _______company (hereinafter called party b) an american company having its registered office at_______ usa
兹证明
witnesses
甲方中国生产销售_________产品
乙方生产销售_________产品（称许产品）拥许产品美国专利（称专利）_________号注册商标
whereas party a is engaged in manufacturing and selling _________in china and
whereas party b is engaged in manufacturing and selling_________(hereinafter called licensed product) and has american patent rights to licensed product (hereinafter called patents)and registered trademark no____(hereinafter called trademark) and
甲乙双方认中华民国法律成立公司（称合营公司）_________事生产销售开发许产品双方利
whereas the parties consider it mutually advantageous to organize a jointly owned corporation (hereinafter called joint venture) under the laws of the people＇s republic of china to engage in the manufacture sale and development of licensed product in______
鉴协议述前提约定特立约：
now therefore in consideration of the premises and convenance described hereinafter party a and party b agree as follows
第条 定义
article 1 definitions
协议中非文中明确规定列短语具意思：
1合营企业系指根协议建立公司
2许产品系指________
3专利系指____________
4商标系指____________
in this agreement the following terms have the following meanings unless the context clearly dictates otherwise
1joint venture means the corporation to be organized pursuant to the provisions of article 2 hereto
2licensed product means_____
3patents means______
4trademark means______
第二条 建立合营企业
article 2 formation of joint venture
1甲方乙方中华民国法律建立合营企业
2合营企业称________址________
3合营企业切活动必须遵守中华民国法律法令关条例规定
4合营企业组织形式限责公司甲乙双方认缴出资额合营公司债务承担责方出资额注册资中例分享利润分担风险亏损
5合营企业组建费甲乙双方均分担
1 party a and party b shall spare no efforts for the organization of joint venture under the laws of the people＇s republic of china
2 the name of joint venture is______with its legal address_______
3 all activities of joint venture shall comply with the provisions of the laws decrees and pertinent regulations of the people＇s republic of china
4 joint venture shall take the form of a limited liability company the profits risks and losses of joint venture shall be shared by both party a and party b in proportion to the contributions to the registered capital
5 the expenses of organizing joint venture shall be equally borne by party a and party b
第三条 生产营目范围规模
article 3 purpose scope and size of business
1 甲乙双方合资营目：着加强济合作扩技术交流愿采先进适技术科学营理方法提高产品质量开发新产品质量价格等方面具国际市场竞争力提高济效益投资方获满意济利益
2 合营企业生产______（许产品）生产力年________合营企业努力改进许产品改善理适应国际竞争
3 合营企业开发许产品新品种满足国外市场发展需
1 in line with the spirit of strengthening economic cooperation and expanding technical exchange joint venture is to use stateoftheart and appropriate technology and equipment with efficient management systems to produce licensed product which shall be of top quality and competitive in the world markets so as to achieve satisfactory economic returns
2 joint venture is to product_____(licensed product) with a production capacity of_____per year joint venture shall do its best to improve licensed product and management so as to be able to meet competition worldwide
3 joint venture shall if possible develop new varieties of licensed product in order to keep up with market developments both in the host country and in the world
第四条 资结构
article 4 capital structure
1 合营企业注册资_______中甲乙双方出资________占50
2 甲方出资
（1）厂房：_______________
（2）国产设备：___________
（3）现金：_______________
（4）合资企业厂：_______
3 乙方出资
（1）现金：_______________
（2）先进设备：___________
（3）工业产权：__________
乙方甲方提供工业产权技术资料包括影印专利证书注册商标证书效期说明技术特点实际价值价格计算等
4 合营企业方必须＿＿＿年＿＿＿月＿＿＿＿日前交付出资迟交必须交纳利息赔偿造成损失
5 甲乙双方中方转出资额须方意政府批准该方享优先购买权
1 the registered capital of joint venture shall be_______(amount of capital) of which half (50) will be contributed by each party
2 party a＇s contributions include
(1) buildings and premises________(value)
(2) domesticallymade equipment______(value)
(3) cash_______
(4) the site of joint venture______(value)
3 party b＇s contributions include
(1) cash______
(2) sophisticated equipment_______(value)
(3) industrial property _______(value)
party b shall present to party a the relevant documentation on the industrial property including photocopies of the patent certificates and trademark registration certificates statements of validity their technical characteristics practical value the basis for calculating the price etc
4 each party to joint venture shall pay in its contributions before______(time limit) any delay in payment will be subject to a payment of interest or a compensation for the loss occurred therein
5 the transfer of one party＇s share in the registered capital shall be effected with the prior consent of the other party and approval of its government and the latter shall enjoy priority to purchase it
第五条 专利许
article 5 patent licensing arrangement
1 乙方意合营企业转列独家许：
（1）专利独占许――协议专利许协议乙方专利生产销售许产品
（2）商标独占许――协议专利许协议乙方商标销售许产品
（3）专技术独占许――根协议技术援助协议乙方专技术生产销售专利产品
2 甲乙双方意执行协议时全面贯彻执行述三协议：专利许协议商标许协议技术援助协议
1 party b agrees to grant joint venture the following exclusive licences
(1) an exclusive license to manufacture use and sell licensed product under party b＇s patents according to the terms and conditions of the patent license agreement attached hereto
(2) an exclusive license to use trademark in marketing licensed product according to the terms and conditions of the trademark license agreement attached hereto
(3) an exclusive license to practise party b＇s knowhow for manufacturing and marketing licensed product according to the terms and conditions of the technical asistance agreement attached hereto
2 party a and party b agree that simultaneously with the execution of this agreement they shall carry out the above three agreements the patent license agreement the trademark license agreement and the technical assistance agreement
第六条 产品销售
article 6 marketing arrangements
1 甲乙双方负责销售许产品
2 通乙方世界销售系统销售产品初期销售量总产量_______时甲方协助合营企业通中国外贸公司出口许产品
3 许产品中国市场出售
4 中营企业需购买原材料半成品燃料配套件等条件相情况应首先中国购买然外汇直接世界市场购进
1 party a and party b shall be responsible for the sales of licensed product
2 the initial amount of licensed product to be sold on the foreign markets is______ of the total production through party b＇s marketing system worldwide meanwhile party a shall help joint venture to export licensed product through china＇s trade establishments
3 licensed product may also be distributed on the chinese market
4 in purchase of the required raw materials and semiprocessed products fuels auxiliary equipment etc joint venture shall give first priority to chinese sources where conditions are the same but may also acquire them directly from the world market with its own foreign exchange funds
第七条 董事会
article 7 board of directors
1 董事会合营企业高领导机构负责合营企业事宜
2 董事会_______名董事组成中_______名（包括董事长）甲方指定________名（包括副董事长）乙方指定董事期4年双方意期延长
3 董事会年召开次原合营企业法定址举行出席会议法定数少董事数23董事出席会议应授权代表出席会议代表投票
期死亡退休原董事期届满前履行职责者双方意充分合作指定董事死亡退休原造成空位方予更换
4 列问题必须出席会议董事致通方作出决定：
（1）修改合营企业章程
（2）终止解散合营企业
（3）增加转合营企业注册资
（4）合营企业济组织合
问题决定出席会议董事数微弱数票作出
1 the board of directors is the top leadership of joint venture it is responsible for all major issues concerning joint venture
2 the board of directors consists of______(number) directors of whom _______(number) including the chairman shall be appointed by party a and______(number) including the deputy chairman shall be appointed by party b the office term for the directors is 4 years which may be renewed with the consent of the parties to joint venture
3 board meetings shall generally be held at the location of joint venture＇s legal address once each year a quorum for a meeting shall consist of not fewer than two thirds (23) of the director s should any director be unable to attend the meeting he shall authorize a representative to be present at the meeting and vote for him
in case a director dies resigns or is otherwise unable to fulfil his duties prior to the fulfilment of his term the parties agree to cooperate fully to have as his replacement a director nominated by the party that nominated the director whose death resignation or other conditions created the vacancy
4 decisions on the following items shall be made only when unanimously agreed upon by the directors present at the board meeting
(1) amendment to the articles of incorporation of joint venture
(2) termination and dissolution of joint venture
(3) increase or assignmnet of the registered capital of joint venture
(4) merger of joint venture with another economic organization
decisions on other items shall be made by a simple majority vote of the directors present at the meeting
第八条 理
article 8 management
1 合营企业设营理机构负责企业日常营理工作
2 营理机构设理1副理2期4年总理甲方指定负责执行董事会决议日常理工作副总理双方指定1协助总理工作
3 理机构设干部门总理副总理领导负责企业部门工作
1 joint venture shall establish a management office which shall be responsible for daily management of joint venture
2 the management office shall have a general manager and two deputy general managers whose term is 4 years the general manager nominated by party a is responsible for the implementation of the decisions of the board of directors and daily operation the deputy managers one of whom is nominated by each party shall assist the general manager in his duties
3 the management office may have its subdivisions the duties of which are to manage different business departments under the leadership of the general manager or deputy general managers
第九条 劳动理
article 9 labour management
1 合营企业中方专家技术员工员甲方招聘合营企业外方专家乙方招聘
2 合营企业专家职员工雇辞退工资劳动保险生活福利奖惩等项董事会中华民国中外合资营企业法实施条例决定
1 party a agrees to help joint venture to invite and recruit chinese experts technicians workers and other personnel and party b agree to help joint venture to invite and recruit foreign experts
2 the employment and dismissal wages insurance welfare awards and fines of its experts staff members and workers shall be decided by the board of directors according to regulations for the implementation of the law of the people＇s republic of china on chinese foreign joint venture
条十条 财务会计
article 10 financial affairs and accounting
1 协议双方充分认识合营企业利益必须切增加生产双方意合
营企业应保留足够收益扩生产需奖金福利基金合营企业年留奖金率董事会决定
2 合营企业雇合格财务员审计员设立会计帐目合营方时查关帐目
3 合营企业财政年度1月1日12月31日合营企业净收入扣储备金奖金企业发展奖金根方出资注册酱中占例进行分配红利______（货币）支付
1 the parties hereto are fully aware that the best interests of their own and joint venture will be served by taking all reasonable measures to ensure increase in production and in order to achieve this goal the parties agree to retain sufficient earnings in joint venture for the expansion of production and other requirements such as bonus and welfare funds the annual proportion of the earnings to be retained shall be decided by the board of directors
2 joint venture shall employ competent treasurers and auditors to keep all books of accounts which are accessible at any time to each party hereto
3 the fiscal year of joint venture shall begin on january 1st and end on december 31st the net profit of joint venture shall be distributed between the parties to joint venture in proportion to their respective shares in the registered capital after the deduction therefrom of the reserve funds the bonus and the expansion funds of joint venture dividends shall be paid in______(currency)
第十条 税费
article 11 tax
1 合营企业必须中华民国法律纳税
2 合营公司职员工必须中华民国税纳税
3 合营企业进出口货物根中华民国法律缴纳减免关税
1 joint venture shall pay taxes in accordance with the relevant laws of the people＇s republic of china
2 the staff members and workers employed by joint venture shall pay individual income tax according to the individual income tax law of the people＇s republic of china
3 joint venture shall pay or exempt from customs duty and industrial and commercial consolidated tax on goods imported or exported in accordance with the relevant laws of the people＇s republic of china
第十二条 合营期限
article 12 duration of joint venture
1 合营期限_________年合营企业成立日期合营公司营业执签发日
2 双方意延期合营企业必须期江前6月中国政府部门提出延长期限申请
1 the duration of joint venture is______ years which begins on the date when joint venture is issued the business license
2 when both parties to joint venture agree to extend the duration joint venture shall file an application for extending the duration to the relevant authority of the chinese governmnent 6 months befor its expiration date
第十三条 解散清算
article 13 dissolution and liquidation
董事会宣布解散合营企业必须制定清算程序原成立清算委会
合营企业解散清算切事宜均中华民国法律办理
upon announcement of the dissolution of joint venture its board of directors shall work out procedures and principles for the liquidation and set up a liquidation committee
all matters concerning the dissolution and liquidation of joint venture shall be dealt with in accordance with the relevant laws of the people＇s republic of china
第十四条 保险
article 14 insurance
合营企业项保险均中保财产保险公司投保
insurance against various risks shall be effected by joint venture with the people＇s insurance company of china
第十五条 仲裁
article 15 arbitration
关协议切分歧争议董事会通协商解决提交中国国际贸易促进委员会外贸易仲裁委员会根该会仲裁程序暂行规进行仲裁该委员会裁决终局双方均具约束力
all disputes controversies or differences which may arise between the parties hereto out of or in relation to this agreement and which the board of directors fails to settle through consultation shall finaly be submitted to arbitration which shall be conducted by the foreign trade arbitration commission of the china council for the promotion of international trade in accordance with the provisional rules of procedure of arbitration of the said commission the decision of which shall be final and binding upon both parties
第十六条 协议修改
article 16 amendment
协议修改必须甲乙双意签署书面协议报中华民国部门批准
this agreement may be amended during the duration of this agreement by the parties provided that such amendment shall be in writing and signed by both parties and shall be approved by the competent agency of the governmnet of the people＇s republic of china
第十七条 抗力
article 17 force majeure
1 协议方震火灾洪水爆炸风暴事战争等抗力事件未履行协议构成违约索赔缘
2 遭受抗力事件方必须立电报通知方发报x天提交部门出具证明文件供双方友合理解决关问题
1 any failure or delay in the performance by either party hereto of its obligations under this agreement shall not constitute a breach hereof or give rise to any claims for damages if it is caused by the following occurrences beyond the control of the party earthquake fire floods explosions storms accidents war
2 the party affected by force majeure event shall immediately cable the other party about the event and submit within______ days after the cable the certified documents issued by a public competent organization at the place where the force majeure event has taken place with which the two parties hereto shall settle the problem in a friendly and reasonable way
第十八条 通知
article 18 notice
切关协议通知必须采书面形式址：
_______公司址：____________
_______公司址：____________
合营企业址：_____________
通知日期通知发出日准改变址通知通知收日准时间通知方时区计算
any notice required or permitted under the provisions of this agreement shall be in writing and addressed as follows
to _______ corporation at______
to________ company at__________
to joint venture at____________
notice shall be deemed to have been given on the date of mailing except the notice of change of address which shall be deemed to have been given when received
the time shall be calculated according to that of the time zone of the addresser or sender
第十九条 唯协议
article 19 sole agreement
协议事唯协议取代事双方前明确表示暗示方式达成切协议承诺
this agreement consititutes the entire and only agreement between the parties hereto and supersedes and nullifies all prior agreements commitments expressed or implied between the parties hereto
第二十条 适法律
article 20 governing law
协议形式效期解释履行均中华民国法律准
the formation validation interpretation and performance of this agreement are governed by the laws of the people＇s republic of china
第二十条 文字
article 21 language
协议中英文书写两种文双方均具约束力产生分歧时中文准
兹证明双方委派代表 开首语中书明日期签署盖章协议式两份
this agreement shall be executed by the parties hereto in both chinese version and english version each of which shall be binding upon both parties but the chinese version shall prevail in the event of any discrepancy between the two said versions
in witness whereof the parties hereto have executed this agreement in duplicate by their duly authorized representatives as of the dat e first above written
______ 公司：________ ________ 公司：_________
（签字） （签字）
________ co ___________ co
by __________________ by __________________
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协议年________月________日签订
签约第方：_______公司该公司系中国公司中国_______注册（简称甲方）
签约第二方：_______公司系美国公司美国_____________注册（简称乙方）
this agreement made this_______day of________ ________by _________ corporation (hereinafter called party a) a chinese corporation having its registered office at______ china and _______company (hereinafter called party b) an american company having its registered office at_______ usa
兹证明
witnesses
甲方中国生产销售_________产品
乙方生产销售_________产品（称许产品）拥许产品美国专利（称专利）_________号注册商标
whereas party a is engaged in manufacturing and selling _________in china and
whereas party b is engaged in manufacturing and selling_________(hereinafter called licensed product) and has american patent rights to licensed product (hereinafter called patents)and registered trademark no____(hereinafter called trademark) and
甲乙双方认中华民国法律成立公司（称合营公司）_________事生产销售开发许产品双方利
whereas the parties consider it mutually advantageous to organize a jointly owned corporation (hereinafter called joint venture) under the laws of the people＇s republic of china to engage in the manufacture sale and development of licensed product in______
鉴协议述前提约定特立约：
now therefore in consideration of the premises and convenance described hereinafter party a and party b agree as follows
第条 定义
article 1 definitions
协议中非文中明确规定列短语具意思：
1合营企业系指根协议建立公司
2许产品系指________
3专利系指____________
4商标系指____________
in this agreement the following terms have the following meanings unless the context clearly dictates otherwise
1joint venture means the corporation to be organized pursuant to the provisions of article 2 hereto
2licensed product means_____
3patents means______
4trademark means______
第二条 建立合营企业
article 2 formation of joint venture
1甲方乙方中华民国法律建立合营企业
2合营企业称________址________
3合营企业切活动必须遵守中华民国法律法令关条例规定
4合营企业组织形式限责公司甲乙双方认缴出资额合营公司债务承担责方出资额注册资中例分享利润分担风险亏损
5合营企业组建费甲乙双方均分担
1 party a and party b shall spare no efforts for the organization of joint venture under the laws of the people＇s republic of china
2 the name of joint venture is______with its legal address_______
3 all activities of joint venture shall comply with the provisions of the laws decrees and pertinent regulations of the people＇s republic of china
4 joint venture shall take the form of a limited liability company the profits risks and losses of joint venture shall be shared by both party a and party b in proportion to the contributions to the registered capital
5 the expenses of organizing joint venture shall be equally borne by party a and party b
第三条 生产营目范围规模
article 3 purpose scope and size of business
1 甲乙双方合资营目：着加强济合作扩技术交流愿采先进适技术科学营理方法提高产品质量开发新产品质量价格等方面具国际市场竞争力提高济效益投资方获满意济利益
2 合营企业生产______（许产品）生产力年________合营企业努力改进许产品改善理适应国际竞争
3 合营企业开发许产品新品种满足国外市场发展需
1 in line with the spirit of strengthening economic cooperation and expanding technical exchange joint venture is to use stateoftheart and appropriate technology and equipment with efficient management systems to produce licensed product which shall be of top quality and competitive in the world markets so as to achieve satisfactory economic returns
2 joint venture is to product_____(licensed product) with a production capacity of_____per year joint venture shall do its best to improve licensed product and management so as to be able to meet competition worldwide
3 joint venture shall if possible develop new varieties of licensed product in order to keep up with market developments both in the host country and in the world
第四条 资结构
article 4 capital structure
1 合营企业注册资_______中甲乙双方出资________占50
2 甲方出资
（1）厂房：_______________
（2）国产设备：___________
（3）现金：_______________
（4）合资企业厂：_______
3 乙方出资
（1）现金：_______________
（2）先进设备：___________
（3）工业产权：__________
乙方甲方提供工业产权技术资料包括影印专利证书注册商标证书效期说明技术特点实际价值价格计算等
4 合营企业方必须＿＿＿年＿＿＿月＿＿＿＿日前交付出资迟交必须交纳利息赔偿造成损失
5 甲乙双方中方转出资额须方意政府批准该方享优先购买权
1 the registered capital of joint venture shall be_______(amount of capital) of which half (50) will be contributed by each party
2 party a＇s contributions include
(1) buildings and premises________(value)
(2) domesticallymade equipment______(value)
(3) cash_______
(4) the site of joint venture______(value)
3 party b＇s contributions include
(1) cash______
(2) sophisticated equipment_______(value)
(3) industrial property _______(value)
party b shall present to party a the relevant documentation on the industrial property including photocopies of the patent certificates and trademark registration certificates statements of validity their technical characteristics practical value the basis for calculating the price etc
4 each party to joint venture shall pay in its contributions before______(time limit) any delay in payment will be subject to a payment of interest or a compensation for the loss occurred therein
5 the transfer of one party＇s share in the registered capital shall be effected with the prior consent of the other party and approval of its government and the latter shall enjoy priority to purchase it
第五条 专利许
article 5 patent licensing arrangement
1 乙方意合营企业转列独家许：
（1）专利独占许――协议专利许协议乙方专利生产销售许产品
（2）商标独占许――协议专利许协议乙方商标销售许产品
（3）专技术独占许――根协议技术援助协议乙方专技术生产销售专利产品
2 甲乙双方意执行协议时全面贯彻执行述三协议：专利许协议商标许协议技术援助协议
1 party b agrees to grant joint venture the following exclusive licences
(1) an exclusive license to manufacture use and sell licensed product under party b＇s patents according to the terms and conditions of the patent license agreement attached hereto
(2) an exclusive license to use trademark in marketing licensed product according to the terms and conditions of the trademark license agreement attached hereto
(3) an exclusive license to practise party b＇s knowhow for manufacturing and marketing licensed product according to the terms and conditions of the technical asistance agreement attached hereto
2 party a and party b agree that simultaneously with the execution of this agreement they shall carry out the above three agreements the patent license agreement the trademark license agreement and the technical assistance agreement
第六条 产品销售
article 6 marketing arrangements
1 甲乙双方负责销售许产品
2 通乙方世界销售系统销售产品初期销售量总产量_______时甲方协助合营企业通中国外贸公司出口许产品
3 许产品中国市场出售
4 中营企业需购买原材料半成品燃料配套件等条件相情况应首先中国购买然外汇直接世界市场购进
1 party a and party b shall be responsible for the sales of licensed product
2 the initial amount of licensed product to be sold on the foreign markets is______ of the total production through party b＇s marketing system worldwide meanwhile party a shall help joint venture to export licensed product through china＇s trade establishments
3 licensed product may also be distributed on the chinese market
4 in purchase of the required raw materials and semiprocessed products fuels auxiliary equipment etc joint venture shall give first priority to chinese sources where conditions are the same but may also acquire them directly from the world market with its own foreign exchange funds
第七条 董事会
article 7 board of directors
1 董事会合营企业高领导机构负责合营企业事宜
2 董事会_______名董事组成中_______名（包括董事长）甲方指定________名（包括副董事长）乙方指定董事期4年双方意期延长
3 董事会年召开次原合营企业法定址举行出席会议法定数少董事数23董事出席会议应授权代表出席会议代表投票
期死亡退休原董事期届满前履行职责者双方意充分合作指定董事死亡退休原造成空位方予更换
4 列问题必须出席会议董事致通方作出决定：
（1）修改合营企业章程
（2）终止解散合营企业
（3）增加转合营企业注册资
（4）合营企业济组织合
问题决定出席会议董事数微弱数票作出
1 the board of directors is the top leadership of joint venture it is responsible for all major issues concerning joint venture
2 the board of directors consists of______(number) directors of whom _______(number) including the chairman shall be appointed by party a and______(number) including the deputy chairman shall be appointed by party b the office term for the directors is 4 years which may be renewed with the consent of the parties to joint venture
3 board meetings shall generally be held at the location of joint venture＇s legal address once each year a quorum for a meeting shall consist of not fewer than two thirds (23) of the director s should any director be unable to attend the meeting he shall authorize a representative to be present at the meeting and vote for him
in case a director dies resigns or is otherwise unable to fulfil his duties prior to the fulfilment of his term the parties agree to cooperate fully to have as his replacement a director nominated by the party that nominated the director whose death resignation or other conditions created the vacancy
4 decisions on the following items shall be made only when unanimously agreed upon by the directors present at the board meeting
(1) amendment to the articles of incorporation of joint venture
(2) termination and dissolution of joint venture
(3) increase or assignmnet of the registered capital of joint venture
(4) merger of joint venture with another economic organization
decisions on other items shall be made by a simple majority vote of the directors present at the meeting
第八条 理
article 8 management
1 合营企业设营理机构负责企业日常营理工作
2 营理机构设理1副理2期4年总理甲方指定负责执行董事会决议日常理工作副总理双方指定1协助总理工作
3 理机构设干部门总理副总理领导负责企业部门工作
1 joint venture shall establish a management office which shall be responsible for daily management of joint venture
2 the management office shall have a general manager and two deputy general managers whose term is 4 years the general manager nominated by party a is responsible for the implementation of the decisions of the board of directors and daily operation the deputy managers one of whom is nominated by each party shall assist the general manager in his duties
3 the management office may have its subdivisions the duties of which are to manage different business departments under the leadership of the general manager or deputy general managers
第九条 劳动理
article 9 labour management
1 合营企业中方专家技术员工员甲方招聘合营企业外方专家乙方招聘
2 合营企业专家职员工雇辞退工资劳动保险生活福利奖惩等项董事会中华民国中外合资营企业法实施条例决定
1 party a agrees to help joint venture to invite and recruit chinese experts technicians workers and other personnel and party b agree to help joint venture to invite and recruit foreign experts
2 the employment and dismissal wages insurance welfare awards and fines of its experts staff members and workers shall be decided by the board of directors according to regulations for the implementation of the law of the people＇s republic of china on chinese foreign joint venture
条十条 财务会计
article 10 financial affairs and accounting
1 协议双方充分认识合营企业利益必须切增加生产双方意合
营企业应保留足够收益扩生产需奖金福利基金合营企业年留奖金率董事会决定
2 合营企业雇合格财务员审计员设立会计帐目合营方时查关帐目
3 合营企业财政年度1月1日12月31日合营企业净收入扣储备金奖金企业发展奖金根方出资注册酱中占例进行分配红利______（货币）支付
1 the parties hereto are fully aware that the best interests of their own and joint venture will be served by taking all reasonable measures to ensure increase in production and in order to achieve this goal the parties agree to retain sufficient earnings in joint venture for the expansion of production and other requirements such as bonus and welfare funds the annual proportion of the earnings to be retained shall be decided by the board of directors
2 joint venture shall employ competent treasurers and auditors to keep all books of accounts which are accessible at any time to each party hereto
3 the fiscal year of joint venture shall begin on january 1st and end on december 31st the net profit of joint venture shall be distributed between the parties to joint venture in proportion to their respective shares in the registered capital after the deduction therefrom of the reserve funds the bonus and the expansion funds of joint venture dividends shall be paid in______(currency)
第十条 税费
article 11 tax
1 合营企业必须中华民国法律纳税
2 合营公司职员工必须中华民国税纳税
3 合营企业进出口货物根中华民国法律缴纳减免关税
1 joint venture shall pay taxes in accordance with the relevant laws of the people＇s republic of china
2 the staff members and workers employed by joint venture shall pay individual income tax according to the individual income tax law of the people＇s republic of china
3 joint venture shall pay or exempt from customs duty and industrial and commercial consolidated tax on goods imported or exported in accordance with the relevant laws of the people＇s republic of china
第十二条 合营期限
article 12 duration of joint venture
1 合营期限_________年合营企业成立日期合营公司营业执签发日
2 双方意延期合营企业必须期江前6月中国政府部门提出延长期限申请
1 the duration of joint venture is______ years which begins on the date when joint venture is issued the business license
2 when both parties to joint venture agree to extend the duration joint venture shall file an application for extending the duration to the relevant authority of the chinese governmnent 6 months befor its expiration date
第十三条 解散清算
article 13 dissolution and liquidation
董事会宣布解散合营企业必须制定清算程序原成立清算委会
合营企业解散清算切事宜均中华民国法律办理
upon announcement of the dissolution of joint venture its board of directors shall work out procedures and principles for the liquidation and set up a liquidation committee
all matters concerning the dissolution and liquidation of joint venture shall be dealt with in accordance with the relevant laws of the people＇s republic of china
第十四条 保险
article 14 insurance
合营企业项保险均中保财产保险公司投保
insurance against various risks shall be effected by joint venture with the people＇s insurance company of china
第十五条 仲裁
article 15 arbitration
关协议切分歧争议董事会通协商解决提交中国国际贸易促进委员会外贸易仲裁委员会根该会仲裁程序暂行规进行仲裁该委员会裁决终局双方均具约束力
all disputes controversies or differences which may arise between the parties hereto out of or in relation to this agreement and which the board of directors fails to settle through consultation shall finaly be submitted to arbitration which shall be conducted by the foreign trade arbitration commission of the china council for the promotion of international trade in accordance with the provisional rules of procedure of arbitration of the said commission the decision of which shall be final and binding upon both parties
第十六条 协议修改
article 16 amendment
协议修改必须甲乙双意签署书面协议报中华民国部门批准
this agreement may be amended during the duration of this agreement by the parties provided that such amendment shall be in writing and signed by both parties and shall be approved by the competent agency of the governmnet of the people＇s republic of china
第十七条 抗力
article 17 force majeure
1 协议方震火灾洪水爆炸风暴事战争等抗力事件未履行协议构成违约索赔缘
2 遭受抗力事件方必须立电报通知方发报x天提交部门出具证明文件供双方友合理解决关问题
1 any failure or delay in the performance by either party hereto of its obligations under this agreement shall not constitute a breach hereof or give rise to any claims for damages if it is caused by the following occurrences beyond the control of the party earthquake fire floods explosions storms accidents war
2 the party affected by force majeure event shall immediately cable the other party about the event and submit within______ days after the cable the certified documents issued by a public competent organization at the place where the force majeure event has taken place with which the two parties hereto shall settle the problem in a friendly and reasonable way
第十八条 通知
article 18 notice
切关协议通知必须采书面形式址：
_______公司址：____________
_______公司址：____________
合营企业址：_____________
通知日期通知发出日准改变址通知通知收日准时间通知方时区计算
any notice required or permitted under the provisions of this agreement shall be in writing and addressed as follows
to _______ corporation at______
to________ company at__________
to joint venture at____________
notice shall be deemed to have been given on the date of mailing except the notice of change of address which shall be deemed to have been given when received
the time shall be calculated according to that of the time zone of the addresser or sender
第十九条 唯协议
article 19 sole agreement
协议事唯协议取代事双方前明确表示暗示方式达成切协议承诺
this agreement consititutes the entire and only agreement between the parties hereto and supersedes and nullifies all prior agreements commitments expressed or implied between the parties hereto
第二十条 适法律
article 20 governing law
协议形式效期解释履行均中华民国法律准
the formation validation interpretation and performance of this agreement are governed by the laws of the people＇s republic of china
第二十条 文字
article 21 language
协议中英文书写两种文双方均具约束力产生分歧时中文准
兹证明双方委派代表 开首语中书明日期签署盖章协议式两份
this agreement shall be executed by the parties hereto in both chinese version and english version each of which shall be binding upon both parties but the chinese version shall prevail in the event of any discrepancy between the two said versions
in witness whereof the parties hereto have executed this agreement in duplicate by their duly authorized representatives as of the dat e first above written
______ 公司：________ ________ 公司：_________
（签字） （签字）
________ co ___________ co
by __________________ by __________________
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