The first party signing this contract: ABC Company, a China company registered in XX, China (hereinafter referred to as "Party A");
The second party to the contract: XYZ Company, an American company registered in XX, USA (hereinafter referred to as "Party B"). this is to certify that
Party A produces and sells XX products in China;
Party B produces and sells XX products (hereinafter referred to as "Licensed Products"), and owns American patents (hereinafter referred to as "patents") and registered trademark X of the licensed products;
Party A and Party B believe that it is beneficial for both parties to establish a joint venture company (hereinafter referred to as "the joint venture company") to produce, sell and develop the licensed products in XX according to the laws of People's Republic of China (PRC).
For this reason, in consideration of the premises and agreements stated in this Agreement, it is hereby agreed that the definition in Article 1 is defined in this Agreement, and unless the context otherwise requires, the following words have the following meanings:
1. "Joint venture" refers to the company established under this agreement.
2. "Licensed Products" means XXXX.
3. "Patent" means XXXX.
4. "Trademark" means XXXX. Article 2 The establishment of the joint venture company 1. Party A and Party B establish a joint venture company according to the laws of People's Republic of China (PRC).
The name of this joint venture is XXXX, and its address is XXXX.
3. All activities of a joint venture must abide by the laws, decrees and relevant regulations of People's Republic of China (PRC).
4. The joint venture is organized as a limited liability company. Party A and Party B shall be liable for the debts of the joint venture company with their respective capital contributions. Each party shall share profits, risks and losses in proportion to its contribution to the registered capital.
5. The cost of establishing a joint venture shall be shared equally by both parties. Article 3 Purpose, scope and scale of production and operation 1. The purpose of the joint venture between Party A and Party B is to strengthen economic cooperation, expand technical exchanges, adopt advanced and applicable technologies and scientific management methods, improve product quality, develop new products, and be competitive in the international market in terms of quality and price, so as to improve economic benefits and make all investors obtain satisfactory economic benefits.
2. The joint venture produces XXXX (licensed product) with an annual production capacity of XXXX. The joint venture company will strive to improve the licensed products and management to adapt to international competition.
The joint venture company shall develop new varieties of licensed products as far as possible to meet the development needs of domestic and foreign markets. Article 4 The capital structure is 1. The registered capital of the joint venture company is XXXX, of which each party contributes XX, accounting for 50%.
2. Party A's contribution
(1) factory building: X X X X；;
(2) domestic equipment: X X X X；;
(3) cash: X X X X；;
(4) joint venture factory: X X X X；;
3. Contribution of Party B
(1) cash: x x x x
(2) advanced equipment: X X X X；;
(3) industrial property rights: x x x x.
The technical data of industrial property rights provided by Party B to Party A include copies of patent certificate and registered trademark certificate, description of validity period, technical characteristics, actual value and price calculation basis.
4. All parties to the joint venture must pay their capital contribution before 19XX. Late delivery must pay interest or compensate for the losses caused by it.
Any party's transfer of its capital contribution must be agreed by the other party and approved by its government, and this party has the preemptive right. Article 5 Patent License 1. Party B agrees to transfer the following exclusive license to the joint venture company:
(1) Exclusive patent license-According to the patent license agreement of this agreement, Party B's patents are used for producing, using and selling the licensed products.
(2) Licensing of exclusive trademarks-selling licensed products with Party B's trademarks according to the patent licensing agreement of this agreement.
(3) License of know-how —— According to the technical assistance agreement of this agreement, Party B's know-how is used to produce and sell patented products.
2. Party A and Party B agree to fully implement the above three agreements: patent license agreement, trademark license agreement and technical assistance agreement while executing this agreement. Article 6 The sales volume of products is 1, and both parties are responsible for selling the licensed products.
2. The initial sales volume of products sold through Party B's world sales system is XX% of the total output. Meanwhile, Party A will assist the joint venture company to export licensed products through foreign trade companies in China.
3. Licensed products can also be sold in China market.
4, China enterprises need to buy raw materials, semi-finished products, fuels and accessories, under the same conditions, should first buy in China. Of course, you can also buy directly from the world market with your own foreign exchange. Article 7 the board of directors 1. The board of directors is the highest leading body of the joint venture and is responsible for the main affairs of the joint venture.
2. The board of directors consists of XX directors, of which X directors (including the chairman) are appointed by Party A; X (including the vice chairman) shall be appointed by Party B. The term of office of directors shall be four years, which may be extended by mutual consent.
3. In principle, the board of directors shall be convened once a year at the legal address of the joint venture. The quorum present at the meeting shall not be less than two-thirds of the directors. If the director is unable to attend the meeting, he shall authorize a representative to attend the meeting and vote on his behalf.
If a director fails to perform his duties before the expiration of his term of office due to death, retirement or other reasons, both parties agree to fully cooperate, and the vacancy caused by the death, retirement or other reasons of the director designated by him will be replaced.
4. The following matters must be unanimously approved by the directors present at the meeting before making a decision:
(1) Amend the articles of association of the joint venture company;
(2) Termination and dissolution of the joint venture;
(3) Increase or transfer the registered capital of the joint venture company;
(4) The joint venture is merged with other economic organizations.
Decisions on other matters are made by a narrow majority of the directors present at the meeting. Article 8 Management 1. A joint venture shall set up an operation and management organization to be responsible for the daily operation and management of the enterprise.
2. Management organization 1 manager and 2 deputy managers, with a term of 4 years. The general manager is appointed by Party A and is responsible for implementing the resolutions of the board of directors and daily management. 65,438+0 Deputy General Managers shall be appointed by both parties to assist the General Manager.
3. The management organization consists of several departments, which are responsible for the work of various departments of the enterprise under the leadership of the general manager and deputy general manager. Article 9 Labor force management 1. China experts, technicians, workers and other personnel of the joint venture company shall be recruited by Party A; Foreign experts of the joint venture company shall be recruited by Party B. ..
2. The employment, dismissal, wages, labor insurance, welfare and rewards and punishments of experts, staff or workers of a joint venture shall be decided by the board of directors in accordance with the Regulations for the Implementation of the Law of the People's Republic of China on Chinese-foreign Joint Ventures. Article 10 Finance and Accounting 1. Both parties fully realize that they must do everything possible to increase production for the best interests of themselves and the joint venture. Therefore, both parties agree that the joint venture should reserve enough income for other needs of expanding production, such as bonuses and welfare funds. The annual retention bonus ratio of the joint venture shall be decided by the board of directors.
2. A joint venture shall employ qualified financial personnel and auditors to set up accounting accounts, and all parties to the joint venture may check the relevant accounts at any time.
3. The financial year of the joint venture is from 10 in October to 1 in February. After deducting the reserve fund, bonus and enterprise development bonus, the net income of the joint venture shall be distributed according to the proportion of each party's capital contribution in the registered sauce. Dividends are paid in XX (currency). Article 11 The tax is 1. Joint ventures must pay taxes in accordance with the laws of People's Republic of China (PRC).
2. The employees of the joint venture company must pay taxes according to the individual income tax of People's Republic of China (PRC).
3. The import and export goods of a joint venture shall be reduced or exempted from customs duties according to the laws of People's Republic of China (PRC). Article 12 The duration of the joint venture is 1, and the duration of the joint venture is X years. The date of establishment of a joint venture is the date when the business license of the joint venture company is issued.
2. If both parties agree to extend the time limit, the joint venture must apply to the competent department of China government for an extension of the time limit six months before the deadline. Article 13 Dissolution and Liquidation When the board of directors announces the dissolution of the joint venture, it must formulate liquidation procedures and principles and establish a liquidation committee.
All matters concerning the dissolution and liquidation of the joint venture company shall be handled in accordance with the laws of People's Republic of China (PRC). Article 14 All insurances of an insurance joint venture shall be insured by PICC Property Insurance Company. Article 15 Arbitration All disputes related to this Agreement shall be submitted to the Foreign Trade Arbitration Commission of China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of arbitration procedure. The decision of this committee is final and binding on both parties. Article 16 Modification of the Agreement The modification of this Agreement shall be agreed by both parties, and a written agreement shall be signed and submitted to the competent authority of People's Republic of China (PRC) for approval. Article 17 Force Majeure. Any party's failure to perform this Agreement due to force majeure events such as earthquake, fire, flood, explosion, storm, accident and war shall not constitute a reason for breach of contract or claim for compensation.
2. The party suffering from force majeure must immediately notify the other party by cable, and submit the supporting documents issued by the local competent department within X days after the report is issued, so that both parties can solve the relevant problems amicably and reasonably. Article 18 Notices All notices related to this Agreement must be in written form, and the address is as follows:
ABC company address:
XYZ Company Address:
Joint venture address:
The date of notification is subject to the date of notification, but the date of receipt is subject to the notice of address change. The time is calculated according to the time zone where the notifying party is located. Article 19 Unique Agreement This agreement is the only agreement between both parties and supersedes all previous agreements and commitments reached by both parties in an express and implied manner. Article 20 Applicable Law Model Joint Venture Agreement The form, validity, interpretation and performance of this agreement shall be governed by the laws of People's Republic of China (PRC). Article 21 This Agreement is written in Chinese and English, and both texts are binding on both parties. However, in case of any inconsistency, the Chinese version shall prevail.
This is to certify that both parties have appointed their respective representatives to sign and seal on the date stated at the beginning below. This agreement is made in duplicate. Company: _ _ _ _ _ _ _ Company: _ _ _ _ _ _ (signature) (signature)