Sino-foreign cooperative venture contract (1)

Cooperative business contract

First treaty

_______ Co., Ltd., _________ company registered in accordance with _____ law, address _____________ is Party A and __________ Co., Ltd., ___________ company registered under ________ law, address _________________ is Party B.

Party A and Party B agree to establish a cooperative operation enterprise in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and the Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws.

The purpose of the joint venture company is to introduce patents and cooperate in the production of patents. Party A provides the production plant and the required equipment, and Party B provides the patented technology. Both parties shall invest in the projects listed in the subsidiary files of this contract.

The joint venture company shall be operated and 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 stipulated in the fifth clause of this contract, and shall be compensated by the method of royalties.

Second definition

The technical terms quoted in this contract and the attached files are respectively stated, and their meanings are clearly as follows:

2.1. “Product” means the products listed in the By-Law Profile.

2.2. “Patent” means a patented technology that is subject to patent application and is registered as a valid patent right* and is listed in the attached file of this contract.

2.3. “Technology” means the technical data, formula, and production program that is required to satisfy the technology required for the production, use, maintenance and sale of the product, and which is currently owned by Party B or available to third parties. , drawings, brochures, manual catalogues and information.

2.4. “Trademark” means the trademark listed in the attached file of the contract.

2.5. "Technical Assistance"--According to the contract, Party B shall send three technical experts who produce and develop the product to the production department of the joint venture company to guide production. The duration of stay shall be determined by the joint venture company and Party B. The expert’s salary and round-trip travel expenses shall be borne by Party B. The accommodation, meals and living allowance during the stay in China shall be borne by the joint venture company.

At the request of the joint venture company, Party B shall send three technical experts to the joint venture company to provide more effective technical assistance in terms of production, production process and sales of products in accordance with the agreed time. The joint venture company shall pay the travel expenses of the experts from the place of employment to the joint venture company and the accommodation, meals and living allowances during the period in China.

2.6. “Technical Information Exchange” – During the contract period, Party B will notify the joint venture company of the improved technology. The joint venture company shall notify Party B when making improvements in the use of technology. The improved technology, whose ownership is an improvement, is governed by the confidentiality provisions set forth in this contract.

2.7. Party B guarantees that the technical information provided by the parties at the agreed time shall be accurate, complete and clear and the practical technology provided by Party B shall be the most advanced; the joint venture company shall, in accordance with the requirements of Party B, correctly apply its technology. The products of the joint venture company should reach the international advanced level.

Article 3 Use of Patents and Trademarks

3.1. The joint venture company shall not use its patents, trademarks and technologies without the consent of Party B, except that it is produced, used and sold in accordance with the provisions of the contract.

3.2. The joint venture company may not modify the products produced without prior written consent. The products produced by the joint venture company shall be of the same quality as those produced by Party B. Party B has the right to take any necessary measures to ensure that the products of the joint venture company meet the required quality level.

3.3. During the term of the contract, the use of technology provided by the company to the joint venture company is to produce and sell its products in China, and to provide products sold in the international market to Party B in accordance with the terms of the contract.

3.4. At the request of Party B, the JV Company shall, where appropriate, apply, register and register the technology provided by Party B in the name of Party B at the appropriate time, so that Party B obtains its technical patents and patent rights.

3.5. In accordance with the agreement between the two parties, the joint venture company shall mark the trademark on the sales product and indicate that the product is manufactured in accordance with the license of Party B.

3.6. The names and logos used in all products sold by the JV Company are set out in the attached file. The joint venture company may use other names and trademarks to sell in the Chinese market with the consent of Party B.

Article 4: Third party forgery and infringement

If the joint venture company discovers any counterfeit products or infringes patents or trademarks, it shall immediately notify Party B. Although Party B only has the exclusive right to pursue any counterfeit or illicit use of its products, infringement of patents or trademarks, or to pursue multiple actions or take other actions, Party B shall make various suggestions to the JV Company regarding the above-mentioned relevant circumstances. Give due consideration. To this end, Party B may use the name of the joint venture company as the plaintiff or the joint venture plaintiff. The joint venture company shall not refuse this without any reason, but must first obtain the written approval of the joint venture company.

Article 5 royalties

5.1. During the term of the contract, the joint venture company shall provide compensation to Party B for the technology and assistance provided by the joint venture company.

5.2. The joint venture company shall pay a royalty fee of __% of the total net sales of the product within one hundred and eighty days from the effective date of the contract and the ancillary files. The royalties should be calculated based on the net selling price of the product.

5.3. The royalties stipulated in the sub-contract of the contract shall be __ years from the date of receipt of the technology, and thereafter __% per year.

5.4. The joint venture company shall maintain a complete and correct green record, and it is convenient to determine the amount to be paid to Party B. Party B may send an accountant to represent Party B to review its records. From the date of _________, the contract period shall be within 60 days after each quarter of each year. Party B provides quarterly sales reports. The sales report should list the net selling price of the number of products sold in the previous quarter and include the amount to be paid. The sales report shall be signed by the competent financial officer of the joint venture company.

5.5. The joint venture company will remit the amount of the proceeds to Party B in US dollars according to the contract and the bank designated by Party B in writing.

Article 6 Technical Training

6.1. According to the contract of the joint venture company, Party B shall provide technical training to the company to improve the technical level of the employees of the company.

6.2. Party B agrees to provide training to employees selected by the joint venture company according to the following technical scope: _____ manufacture, development, sale and use of products; ______ processing and related factory internships; training of other relevant technologies to be determined by the joint venture company and Party B.

6.3. Party B does not provide training on any matters that are not directly related to the manufacture, sale or maintenance of the product, nor does it provide Party B with training for third parties to undertake confidentiality obligations.

6.4. The number of trainees and the content, location, duration and other relevant training matters shall be agreed between the joint venture company and Party B.

6.5. If the joint venture company requires Party B to send instructors, technical experts and relevant management personnel to China to train Chinese personnel, the joint venture company shall pay all the travel expenses of the hired personnel from the place of employment to the joint venture company and accommodation, meals and life during the period in China. Allowance fee.

6.6. According to the provisions of this contract, employees of the joint venture company who participate in and complete the training plan provided by Party B shall not resign to the joint venture company within one year after the completion of the training.

Article VII priority clause

7.1. During the joint venture, the materials, equipment, and accessories required by the joint venture company must give priority to the purchase and use of products manufactured by the People's Republic of China under the same conditions of price, delivery time and quality.

7.2. Under the conditions of cost, time and service quality, the various services required by the joint venture company must first sign a contract with the relevant units of the People's Republic of China for contracting and technical service contracts.

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 the party directly signing the contract by either Party A or Party B.

Article 8 Confidentiality

The joint venture company acknowledges and agrees that the technology provided by Party B during the contract period is a secret. The JV Company and all its employees and staff shall use its technology for the purposes specified in the contract. This technology may not be disclosed or disclosed to any third party without the prior written consent of Party B. From the signing of the contract to the termination of the contract, the confidentiality period of the technology is __ years.

Article 9 Term of the joint venture

9.1. The term of the cooperative operation of the joint venture company shall be calculated from the date of issuance of the business license of the joint venture company for a period of __ years.

9.2. Six months before the expiration of the term of the cooperative operation, except for the termination of the agreement, the term of the cooperative operation of the joint venture company may continue as a two-year extension in accordance with the Measures for the Administration of the Registration of Chinese-Foreign Joint Ventures of the People's Republic of China, subject to the relevant departments. Approved and processed for change registration.

9.3. Without the prior written consent of Party B, the JV Company or Party A shall guarantee that all technical and other rights will be returned to Party B and shall not be entitled to continue to use the patents, trademarks or technologies related to this contract at any time in the future.

Article 10 Arbitration

10.1. Any dispute between Party A and Party B concerning this contract shall first be resolved through the spirit of mutual trust by the competent authorities of all parties. If the competent authorities of both parties cannot resolve within 30 days, the parties may recommend a third party to mediate.

10.2. If the mediation cannot be resolved within 30 days, Party A and Party B agree to submit the dispute to the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade, and arbitrate according to the provisional provisions of the arbitration procedure.

10.3. In the event of a dispute over the validity, interpretation or enforcement of this contract, the arbitrator shall be effectively resolved in accordance with the terms of the contract and international business practices.

10.4. In the event of a dispute and the submission of the dispute to the arbitration, the parties shall continue to enforce their respective rights and perform their respective obligations in accordance with the provisions of this contract, except for disputes that are disputed and submitted to arbitration.

10.5. The arbitral award is final and binding on both parties. The arbitration fee shall be borne by the losing party or determined by the arbitral institution.

Article 11 Force Majeure

11.1. Uncontrollable events or circumstances on both sides shall be considered as force majeure events, but not limited to fires, windstorms, floods, earthquakes, explosions, wars, insurrections, riots, infectious diseases and plagues. If the party suffering the force majeure event causes the other party to fail to perform the obligations stipulated in the contract, the time for performance of the contract shall be extended to be equal to the time delayed by the event of force majeure.

11.2. A party affected by a force majeure event shall immediately notify the other party of the event of force majeure by telegram or telex, and send a certificate of force majeure event issued by the government or relevant department to the other party within 15 days by airmail. If the delay caused by force majeure exceeds 60 days, the two parties shall further resolve the performance of the contract through friendly negotiation.

Article 12 Contract Text and Working Language

12.1. Both the Chinese and English books in this contract and the accompanying files have the same legal effect.

12.2. The important files of the joint venture company shall be in both Chinese and English, and both languages ​​shall have the same legal effect. Both parties agree to use English and Chinese as their working languages.

Article 13 Other

13.1. The title of this contract is for eye-catching reference only and does not affect the meaning and interpretation of this contract.

13.2. The Chinese and English versions of the contract are in four copies, each of which holds two copies each.

13.3. The communication between Party A, Party B and the joint venture company is subject to Chinese and English.

13.4. Notices or communications issued by any party in accordance with this contract shall be deemed to be validly served seven days after the written text shall prevail and be sent at the address of the other party.

person A person B:__________
Name: _____________ Name: __________
Position: _____________ Position: __________
Telex: _____________ Telex: __________
Electric hanging: _____________ Electric hanging: __________

witness:________________
Name: ________________
Position: ________________
date:________________

____________________________________ Same as the agreement. The cooperation conditions provided by the two parties are used as investment, and the method of recovering the investment is realized by accelerating depreciation, increasing the profit margin, or selling the products and using the royalties. After the expiration of the cooperation period, the property will no longer be liquidated and distributed. The specific treatment method shall be implemented in accordance with the provisions of the contract signed by both parties. Co-operation, division of labor, entrusting one party to operate or entrusting third-party management, and in what manner shall be implemented in accordance with the provisions stipulated in the contract.

* Practical patents refer to creative inventions in the fields of science, technology, crafts, etc., and can solve practical problems. The inventors provide drawings, models and technical specifications, etc., and can be protected after being approved by the application. patent.