_ _ _ _ _ _ _ _ _ _ Limited Company, a _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ as Party B, Party A and Party B (hereinafter referred to as both parties) agree to abide by the People's Republic of China (PRC) * * * and Chinese and foreign.
Joint venture law and other relevant laws, * * * and the establishment of joint ventures (hereinafter referred to as joint ventures)
Division).
The purpose of the joint venture company is to introduce patented technology for cooperative production. Party A provides the production workshop and necessary equipment, and Party B provides the patented technology. Both parties shall make investment according to the items listed in the annex to this contract.
The joint venture company shall be managed by Party A alone, and Party B shall contract the whole process of using the technology to ensure that its products meet the requirements stipulated in the contract. The patented technology provided by Party B shall be compensated in the form of royalty according to the provisions of Article 5 of this contract.
Chapter II Definition
The technical terms quoted in this contract and its annexes are elaborated respectively, and their meanings are as follows:
2. 1 "products" refers to the products listed in the annex to the contract.
2.2 "Patent" refers to the patented technology that has been registered and obtained the patent for utility model, as well as the patented technology listed in the annex to this contract and being applied for.
2.3 "Technology" refers to the technical data, formulas, production procedures, final documents, specifications, manuals, catalogues and information required for the production, use, maintenance and sale of this product, which Party B has the right to disclose to third parties at present or in the future.
2.4 "Trademark" refers to the trademark listed in the annex to the contract.
2.5 "Technical Assistance" _ _ According to the contract, Party B sends _ _ _ technical experts to the production department of the joint venture company every year to guide production, and the stay time shall be determined by the joint venture company and Party B. The salary and round-trip travel expenses of the experts shall be borne by Party B, and the accommodation, meals and living allowance during their stay in China shall be borne by the joint venture company.
At the request of the joint venture company, Party B shall send _ _ _ technical experts to the joint venture company within an appropriate time agreed by both parties to provide more effective technical assistance in the production, production process and sales of products. The joint venture company shall pay the experts' travel expenses from the place of employment to the joint venture company, as well as their accommodation, meals and living allowance during their stay in China.
2.6 "Technical Information Exchange" _ _ During the contract period, Party B will inform the joint venture company of the improved technology. The joint venture company shall notify Party B when using technology for improvement. The ownership of the improved technology belongs to the improving party and is bound by the confidentiality clause of this contract.
2.7 Party B guarantees that the technical data provided by both parties at the agreed time are accurate, complete and clear, and the practical technology provided by Party B is the most advanced; According to Party B's requirements, the products of the joint venture company should reach the international advanced level under the condition of correctly applying its technology.
Chapter III Use of Patents and Trademarks
3. 1 Without the consent of Party B, the joint venture company shall not use its patents, trademarks and technologies except for the production, use and sale of products as stipulated in the contract.
3.2 Without prior written consent, the joint venture company shall not modify the products it produces. The quality of the products produced by the joint venture company shall be the same as that produced by Party B. Party B has the right to take any necessary measures to ensure that the products of the joint venture company reach the specified quality level.
3.3 The use technology provided by Party B to the joint venture company during the contract period is to produce and sell the products of the joint venture company in China, and to provide Party B with the products sold in the international market according to the contract.
3.4 At the request of Party B, if possible, the joint venture company shall apply, register and register the technology provided by Party B in the name of _ _ _ _ _ _ _.
3.5 According to the agreement of both parties, when the joint venture company sells products with trademarks, it shall indicate that the products are produced under the permission of Party B. Article source: 0s.
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3.6 The names and signs used for all products sold by the joint venture company are specified in the annex. With the consent of Party B, the joint venture company may use other names and trademarks to sell in China market.
Chapter IV Forgery and Third Party Infringement
If the joint venture company finds any forged products or infringes on patents or trademarks, it shall immediately notify Party B. Although only Party B has the right to conduct or take multiple lawsuits or other actions against its forged products or products' abnormal use or infringement of patents or trademarks, Party B shall give due consideration to various suggestions made by the joint venture company in the above situation. To this end, Party B can be the plaintiff in the name of the joint venture company, or both parties can be the plaintiff together. The joint venture company shall not refuse without reason, but must first obtain the written consent of the joint venture company.
Chapter V Royalties
5. 1 During the contract period, the joint venture company shall pay Party B the remuneration for providing technology and assistance to the joint venture company.
5.2 The joint venture company shall pay _ _ _% of the total net sales of products within 180 days from the effective date of this contract and its annexes. Royalties shall be calculated according to the net sales price of products.
5.3 The royalty stipulated in the annex to this contract shall be implemented for _ _ _ _ _ years from the date of obtaining the technology, and shall be reduced by _ _ _% every year thereafter.
5.4 The joint venture company shall keep complete and correct records so as to determine the amount to be paid to Party B.. Party B may send an accountant to review its records on behalf of Party B, and provide Party B with quarterly sales reports within 60 days after the end of each quarter within the contract period, starting from _ _ _ _. The sales report shall list the net selling price of the products sold in the last quarter, and attach the amount payable. The sales report shall be signed by the financial person in charge of the joint venture company.
5.5 The joint venture company shall remit the proceeds to Party B in US dollars on time according to this contract and the bank designated by Party B in writing.
Chapter VI Technical Training
6. 1 According to the contract of the joint venture company, Party B shall provide technical training to the joint venture company to improve the technical level of its employees.
6.2 Party B agrees to provide training to the employees selected by the joint venture company according to the following technical scope: manufacturing, developing, selling and using _ _ _ _ _ _ _ _ products; _ _ _ _ _ _ _ _ _ Processing production and related factory practices; The training of other related technologies shall be decided by the joint venture company and Party B through consultation.
6.3 Party B shall not provide training on any matters that are not directly related to the manufacture, sale or maintenance of this product, nor shall Party B provide training on the projects for which Party B assumes confidentiality obligations to third parties.
6.4 The number, content, location, duration and other related matters of training shall be jointly decided by the joint venture company and Party B. ..
6.5 If the joint venture company needs to invite Party B to send teachers, technical experts and relevant management personnel to China to train China personnel, the joint venture company shall pay all the travel expenses of the employed personnel from the place of employment to the joint venture company and their accommodation, meals and living allowance during their stay in China.
6.6 According to the provisions of this contract, employees of the Joint Venture Company who have participated in and completed the training plan provided by Party B shall not resign from the Joint Venture Company within 65,438+0 years after the completion of the training.
Chapter VII Priority Clauses
7. 1 During the joint venture, the materials, equipment and accessories required by the joint venture company must be given priority in purchasing and using products made in People's Republic of China (PRC) with the same price, delivery time and quality.
7.2 During the joint venture period, the services required by the joint venture company must be given priority in signing contracts for contracting and technical services with the relevant units of the people's Government of China and the government of China under the same conditions of cost, time and service quality.
7.3 Under the same conditions of cost, time and quality, the joint venture company must give priority to the purchase and use of goods and services provided by either party directly signing the contract.
Chapter VIII Confidentiality
The joint venture company acknowledges and agrees that the technology provided by Party B during the contract period is confidential. The joint venture company and all its employees and staff shall use its technology according to the purpose stipulated in the contract, and shall not disclose or divulge the technology to any third party without the prior written consent of Party B.. The confidentiality period of this technology is _ _ _ years from the date of signing this contract to the date of termination of this contract. 1 2 3 article source: 0s
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Chapter IX Term of Joint Venture
9. 1 The term of cooperative operation of the joint venture company is _ _ _ _ _ _ years, counting from the date when the joint venture company obtains the business license.
9.2 Six months before the expiration of the term of cooperative operation, unless both parties agree to terminate it, the term of cooperative operation of the joint venture company may be extended for another two years in accordance with the Measures for the Administration of Registration of Chinese-foreign Cooperative Enterprises in People's Republic of China (PRC), but it must be approved by the relevant departments and go through the formalities for changing registration.
9.3 Without Party B's prior written consent, the joint venture company or Party A promises to return all technologies and other rights to Party B, and has no right to continue using patents, trademarks or technologies related to this contract at any time in the future.
Chapter X Arbitration
10. 1 Any dispute arising from this contract between Party A and Party B shall first be settled by the competent departments of each party in the spirit of mutual trust. If the competent authorities of both parties cannot solve the problem within 30 days, both parties may recommend a third party for mediation.
10.2 If mediation fails within 30 days, both parties agree to submit the dispute to China International Economic and Trade Arbitration Commission for arbitration according to the arbitration procedure.
10.3 if there is any dispute over the validity, interpretation or execution of this contract, the arbitrator shall effectively solve it according to the terms of the contract and international business practices.
10.4 in case of dispute and arbitration, both parties shall continue to perform their respective rights and obligations in accordance with the provisions of this contract, except for the disputed matters submitted for arbitration.
10.5 the arbitration award is final and binding on both parties, and the arbitration fee shall be borne by the losing party or awarded by the arbitration institution.
Chapter II XI Force Majeure
1 1. 1 Events or circumstances beyond the control of both parties shall be regarded as force majeure events, but not limited to fire, windstorm, earthquake, explosion, war, rebellion, riot, infectious disease and plague. If the party suffering from force majeure causes the other party to fail to perform its obligations under the contract, the time for performing the contract shall be extended by the same amount as the time delayed by the force majeure.
1 1.2 The party affected by the force majeure event shall immediately notify the other party of the force majeure event by telegram or telex, and send the force majeure event certificate issued by * * * or relevant departments to the other party by registered airmail within 15 days. If the delay time caused by force majeure exceeds 60 days, both parties shall further resolve the performance of the contract through friendly negotiation.
Chapter XII Contract Writing and Working Language
12. 1 This contract and its annexes are written in Chinese and English, and both texts have the same legal effect.
12.2 important documents of the joint venture company are written in Chinese and English, and both texts have the same legal effect. Both parties agree to use English and Chinese as working languages.
Chapter 13 Others
13. 1 The headings in this contract are for eye-catching reference only and do not affect the meaning and interpretation of this contract.
13.2 this contract is written in Chinese and English in quadruplicate, with each party holding two copies.
13.3 all correspondence between party a, party b and the joint venture company shall be written in Chinese and English.
13.4 Any notice or communication sent by either party according to the provisions of this contract shall be in written form, and shall be deemed as effective delivery after being sent to the address of the other party for 7 days.
Party A: _ _ _ _ _ _ _ _ _ _ _ Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Name: _ _ _ _ _ _ _ _ _ _ Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ \
Job title: _ _ _ _ _ _ _ _ _ _ _ _ Job title: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Telex: _ _ _ _ _ _ _ _ _ _ Telex: _ _ _ _ _ _ _ _
Suspended: _ _ _ _ _ _ _ _ _ _ Suspended: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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