Establishment of a Sino-foreign joint venture contract (computer 4)
Established a joint venture contract for Chinese and foreign computer products
table of Contents
General
capital
Loan and lease
Capital transfer
Board of Directors
Manager department
Main business activities
Technology transfer
Product sales
Purchase of parts, components and supporting external equipment
Technical Training
Factory preparation work
Foreign exchange management and balance
profit
Finance and audit
Tax incentives
Insurance
Employment, dismissal and resignation
Staff wage standards and rewards and punishments
Responsibility of both parties
Approval and registration
Joint venture term
force majeure
Confidentiality
dispute
Text and notifications
Effectiveness of the contract
Supplementary
Subsidiary files: technology transfer and trademark license contract.
Chapter I General Provisions
1.1 Contractual parties
This contract is based on _____ and _____ is the other party. According to the provisions of the Joint Venture Law, the representatives of both parties sign this contract in the _____ city of the People's Republic of China.
1.2 Legal representative and address
Legal representative:
Party B: _____
Name: _____
job title:_____
Country of Citizenship:_____
address:_____
Party A: _____
Name: _____
job title:_____
Country of Citizenship:_____
address:_____
1.3 company name and address
The investment parties agree that the name of the joint venture is:
Chinese name:_____
English name:_____
address:_____
1.4 company organization form
The company's organizational form is a limited liability company. The economic responsibilities of both parties are limited to the respective registered capital. The parties share the profits according to the investment ratio and share the risks and losses.
The company is a legal person of the People's Republic of China and an independent enterprise of the People's Republic of China. All activities must comply with the relevant laws, decrees, regulations and rules of the People's Republic of China and are protected and governed by Chinese laws.
The company will not engage in acts that cause the _____ party to violate the laws of the _____ country or the relevant export license regulations.
1.5 Scope and purpose of operation
The company's pioneering phase is mainly to produce computer products for the _____ market in _____, and to carry out sales, service activities, and carry out some other reasonable related business, including the development of software needed for the local market. Companies can set up branches in _____ or other parts of the People's Republic of China. The company's first product is _____ party _____ computer, the company will use the most advanced, high-quality automated production technology and testing equipment currently used by _____ in the _____ factory to ensure that all products reach _____ in terms of quality, process and reliability. World standard. After acquiring the experience of production, sales, service and support in the operation of _____ type microcomputer, the company further produces other products such as _____ series, and the company can develop new products according to the needs of China and international markets.
According to the market needs and the company's production capacity, both parties to the investment jointly drafted the ________ "Production Program" as the goal of the company's opening _____ year. Future production plans will be arranged according to market needs and the company's production capacity.
Chapter II Capital
2.1 Capital and investment ratio
The registered capital of the company is _____ US dollars, the loan can reach _____ US dollars, the total investment is _____ US dollars, the liability of both parties is limited to the registered capital, the investment ratio is: _____ party _____%, _____ party _____%, when the future investment amount changes, the investment ratio of both parties Always stay the same.
2.2 Composition of the registered capital of the investing parties
_____ party is now _____ yuan.
The technical contribution price is equivalent to: _____ yuan, cooperation _____ yuan.
_____ party: cash _____ yuan
The registered capital contribution of both parties to the investment must be entered into the account opened by the joint venture company once or in stages after the registration of the joint venture company.
2.3 Investment Certificate
The company does not issue shares. After the joint venture parties have paid the amount of funds, they should be verified by a Chinese registered accountant. After the capital verification report is issued, the company will issue a certificate of capital.
Chapter III Loans and Leases
3.1 loan
Companies can apply for loans from Bank of China or _____ Bank when needed. The _____ party will assist in applying for a loan from the Bank of China, and the loan amount can reach _____ yuan.
3.2 Lease
Some of the production equipment required by the company will be assisted by the _____ party to lend to the relevant international banks.
The company's production sites, production plants and office and living houses will be leased by the relevant units in China.
Chapter IV Capital Transfer
4.1 Capital transfer
The capital of both parties may not be transferred without the consent of the other party, except for the transfer of __ party to _____. If the joint venture party needs to transfer its capital contribution, under the same price conditions, the joint venture party has the right of first refusal, which is equal to the net capital value of the transfer share on the balance sheet at that time.
The above-mentioned capital transfer shall be approved by the approving authority, and once approved, the transferee shall immediately transfer it to the transferor with _____ yuan.
4.2 Capital Change Registration
If the registered capital during the joint venture period is increased or transferred, it shall be reported to the Administration for Industry and Commerce for registration and change registration within one month after being reported to the government for approval.
Chapter V Board of Directors
5.1 Composition of the board of directors
From the date of approval of this contract, the board of directors shall be formed within one month. The number of board members shall be _____ persons, including _____ persons of Party A and _____ persons of Party B. The board of directors shall include a chairman, appointed by Party A, and a vice chairman Party B is appointed.
5.2 Board of Directors
The board of directors is the highest authority of the company and determines all major issues of the joint venture. The relevant board matters shall be handled in accordance with the relevant provisions of the company's articles of association.
Chapter VI Manager Department
6.1 Zheng, Deputy General Manager
The company implements the general manager responsibility system under the leadership of the board of directors. The company has one general manager and several deputy general managers, all of whom are appointed by the board of directors.
The deputy general manager assisted the general manager. After the opening of the business, the general manager was first served by the __ party, and the deputy general manager was served by the _____ party.
In the initial stage of the company, the _____ party will provide the company with management personnel of various departments, who will be appointed by the general manager. The company will strive to develop and train _____ managers and managers from the date of opening to assume the company's responsibilities at all levels.
6.2 The general manager and deputy general manager shall not concurrently serve as the deputy general manager and deputy general manager of other economic organizations.
Do not participate in the commercial competition of other economic organizations for this enterprise.
6.3 Mission and authority
The duties and powers of the relevant executive and deputy managers are in compliance with the relevant provisions of the company's Articles of Association.
6.4 Replacement of the deputy general manager
If the deputy general manager and the deputy general manager need to change for some reason, the two parties must submit a new list of candidates to the board of directors for appointment.
6.5 manager
According to the needs of conducting business activities, the company can set up a number of managers and work under the leadership of the deputy general manager.
Chapter VII Main Business Activities
7.1 Business activity content
The company will plan to organize production according to market needs, and purchase assembly parts, components and components directly from the supplier of _____ in the initial stage, and assemble and test it in the company. The company will do its utmost to purchase in the Chinese market for suppliers of components, components and components that meet the company's quality, quantity, price and delivery requirements.
The _____ party ensures that the first products produced by the company must meet the _____ world standard in terms of quality, process and reliability. In the first year of the company's opening, the company will implement the "production program" decided by the board of directors, and will approve, modify the production program and expand other products according to the actual situation and the principle of the company's commercial success.
7.2 The company's business scope will also include relevant business activities as mentioned in Article 13.1.1.
7.3 Import and export business
In accordance with the Chinese Government's Joint Venture Law, the company has the right to directly import components, parts, raw materials and equipment related to the company's products and export the company's products.
Chapter VIII Technology Transfer
The initial technology transfer of 8.1 includes the technical content listed in Attached File 1.
8.2_____ Party's services: In the first _____ months, the costs of management, technology, procurement, and logical support services provided by ________ to the company are included in the technology transfer fee. After ___ months, the company will pay the above _____ yuan to the _____ party. The _____ yuan service includes the following:
The salary of a full-time general manager;
The salary of a full-time engineer;
The salary of a full-time manager;
Import and export license service;
Quality assurance service;
All engineering changes and updates to the product;
Update and training of all current operating systems;
All current practical software updates and training;
8.3 additional technology;
After the parties have reached a consensus on terms, conditions and prices, the company can get the additional technology needed from _____.
8.4 Third Party Technology
Companies can acquire technology, especially software, from the third. The _____ party will assist the company in obtaining the necessary licenses, but the company must pay the required royalties.
8.5 trademark
If the products produced by the company meet the standards of design, quality and reliability of the _____ party, the company may use the trademarks and logos of _____. The company may not use the name or trademark of _____ in the case of damage to _____ reputation, the trademark of _____ is used for When the company's products are sold domestically, the company does not pay the usage fee, and when the product is exported, the trademark usage fee will be separately negotiated.
Chapter IX Product Sales
9.1 China Domestic Sales
The domestic sales and warranty and repair service business of the company's products will be entrusted by the company to relevant Chinese institutions. The initial _____ year _____ party will be responsible for arranging sales in the Chinese market.
9.2 China's foreign sales
The company's products are sold outside China, subject to the consent of the _____ party, and the _____ party shall be responsible for the export of the company's products after the _____ year. The amount of products exported is not less than _____% of the company's total annual output value. The price of the exported product may be sold according to the internal settlement price between the parent company and the subsidiary of the _____ party, or may be sold at other better prices.
9.3 sales price
The price of the company's export products will be determined by the company based on the principle of obtaining competitive advantages in the international market. The domestic sales price is determined by the company based on the principle of China's domestic market to obtain domestic competitive advantages.
Chapter 10 Procurement of Parts, Components, and Supporting External Equipment
10.1 Purchasing Principles
The parts, components and supporting external equipment required for the production of the company shall be purchased in China as far as practicable. For the part of China that is temporarily unavailable during the joint venture period, the _____ party shall supply it in accordance with the required quality requirements and preferential prices. The company can also directly purchase in the international market according to the _____ party standard.
10.2 Improve the self-sufficiency of domestic components
_____ will do its utmost to introduce relevant manufacturing technology and basic equipment through the company's assistance to _____ components and supporting peripheral factories, so that _____ can produce components and parts with world-class standards to supply the company.
Chapter 11 Technical Training
11.1_____ The party shall dispatch technical and managerial personnel to guide and assist the development of the company's technology and business and train the company's personnel. Including the company to send senior engineering and technical personnel to _____ to participate in the development of related products to facilitate the future development of the company's technology. After the commercial production of the product reaches the _____ national standard, the company's technical, economic and management personnel will continue to receive training from the _____ party if necessary. The company shall pay the relevant fees to the _____ party. For specific terms, please refer to the attached file of this contract.
Chapter Twelve Factory Preparation Work
12.1 Technical renovation plan for existing facilities
The two parties initially agreed to lease the _____ factory of the original _____ factory and the factory of _____ to the _____ factory as the joint venture company. The _____ party will renovate the house according to the housing technical transformation plan formulated by the _____ party. The cost of the house renovation will be included in the company's expenses.
Chapter XIII Foreign Exchange Management and Balance
13.1 Foreign exchange balance
13.1.1 Both parties believe that the company's foreign exchange receipts and payments should strive to maintain the necessary margins, so the company can gradually carry out the following businesses to obtain the company's foreign exchange balance.
The company resold a certain number of products in the first _____ years after the company opened;
Establish supporting industries in China and reduce imports of components, components and external equipment;
Establish a software development center to export software;
Established a maintenance service department to provide maintenance services for foreign units in China;
Develop technical services to earn foreign exchange;
Provide software services for foreign users in China.
13.1.2 In order to increase the company's foreign exchange income, the company will approve the following methods in accordance with the prescribed procedures.
Selling company products in China in the form of foreign exchange;
Export batch handicrafts, other small gifts, and office supplies with the _____ side;
Processing work in China, the payment of the money will be paid in _____ currency. These payments include wages, taxes, customs duties, rental fees, and the like.
13.2 The company's foreign exchange receipts and payments management shall be handled in accordance with the "Joint Venture Law" and the "Provisional Regulations on Foreign Exchange Administration of the People's Republic of China".
Chapter 14 Profits
14.1 Profit Distribution
The total annual profit obtained by the company shall be deducted from a certain proportion of reserve funds, enterprise development funds, employee incentives and welfare funds after paying income tax according to the Law of the People's Republic of China on Sino-foreign Joint Venture Enterprise Income Tax Law.
The specific method for extracting the three funds is determined by the board of directors.
The net profit after deducting the above three amounts is allocated by the board of directors according to the proportion of the capital of the investing parties.
14.2 Profit Payment
The profits of the company to the _____ party shall be paid by the company's own foreign exchange. According to the relevant tax laws of the Chinese government and after deducting the tax, the company shall remit the bank to the bank designated by the _____ party on time. The _____ party indicates that the company will not remit the allocated profits in the first _____ year of the company's opening. After _____ years, the _____ party will remit _____% of the accumulated profits, and then distribute the profits annually according to the provisions of Article 14.1 of this contract.
Chapter 15 Finance and Audit
15.1 Accounting System
The internal accounting system of the company and the depreciation rate of fixed assets are all implemented in accordance with the regulations of the People's Republic of China.
The company can attach records to communicate with the general accounting system applied by the _____ country. The company will provide monthly reports to both investors, and the monthly report will be in both Chinese and English. In RMB, it is converted into US dollars as a note. All statements of the company are written in both Chinese and English.
15.2 Billing Currency
The company's accounting unit uses the RMB, RMB and US dollar redemption rates in accordance with the provisions of the State Administration of Foreign Exchange of the People's Republic of China.
15.3 Audit
The company's accounts are open to the independent auditors registered in China at any time to disclose the annual final accounts to the joint venture parties and their respective domestic auditors. The company shall be responsible for submitting the business report and annual final report to the board of directors, together with a review report of the independent accountant. The annual report is in Chinese and English.
15.4 Bank of deposit
The company shall open separate foreign exchange accounts and RMB accounts in the Bank of China, and accept the inspection of foreign exchange receipts and payments by the State Administration of Foreign Exchange of China.
15.5 fiscal year
The calendar year used in the company's fiscal year, from January 1 of each year to December 31 of the same year. Taking into account the practice of Party B's fiscal year, the company will submit a financial report to Party B from July 1 to June 30 of the fiscal year.
Chapter 16 Tax Benefits
16.1 Tax relief
The company can apply to the Chinese government for a full tax exemption for the _____ year income tax from the profit-making year, and _____% tax reduction for the _____ to the _____ year. The company enjoys tax reduction and exemption for re-investment of any profit in China.
The company shall invest in the contents stipulated in the contract and feasibility report, and all imported materials, equipment, means of transport and office supplies shall enjoy tax exemption according to relevant regulations. The tariffs on all imported parts and components shall be handled in accordance with the import tariff standards formulated by China at that time. . The company's imported materials are used for export products, and the company can apply to the customs and return the customs tax.
Chapter 17 Insurance
17.1 Investment Insurance and Payment
The company's various insurances are invested in the People's Republic of China. If a Chinese insurance company cannot carry out insurance projects, it can go to a foreign insurance company for insurance.
Chapter 18 Employee Employment, Dismissal and Resignation
18.1 Employment
Companies can reach full-time, temporary, and part-time employment contracts with workers. These contracts can provide a probationary period of up to _____ days. During the trial period, any worker can be fired without giving any reason. The employment contract is usually _____ years, the two parties agree to renew the contract, for some technical and management personnel who enjoy the training of the _____ party or the company, the employment contract period will generally exceed _____ years. The labor contract is signed by the company and the individual. After signing, it will be reported to the Labor Bureau for filing.
The _____ party may also recommend employees to the joint venture company.
18.2 Dismissal
According to the labor management regulations and labor contracts of Sino-foreign joint ventures, some employees may be dismissed. The dismissed Chinese nationals shall be deployed by the _____ Municipal Labor Bureau or _____, and the _____ party shall be appointed by the _____ party.
18.3 resignation
Company employees can resign in accordance with the requirements of the company's labor contract.
Chapter XIX Staff Wage Standards and Rewards and Punishments
19.1 General Staff Labor Expenses
The labor expenses of the general employees of the company are determined by the board of directors in accordance with the provisions of the labor management implementation measures for Sino-foreign joint ventures. The company allows each management function to directly distribute bonuses to each employee to encourage employees who contribute more.
19.2 Senior staff salary
The company's senior staff is the deputy general manager, the deputy chief engineer, and the deputy chief accountant is directly appointed by the board of directors. The salary is determined by the board of directors.
The salary of the company's employees, paid by the joint venture company, must use the non-renminbi currency of the relevant employees of the remaining RMB, can apply to the State Administration of Foreign Exchange _____ City Branch, the day's price is converted into US dollars from the company's foreign exchange account.
19.3 Employee benefits and rewards and punishments
All benefits, rewards and dispositions of employees of the company are regulated in the labor contract in accordance with the above labor management regulations.
Chapter 20: Responsibilities of both parties
20.1_____ party's responsibility
The _____ party agrees to assume the following obligations during the period of validity of the company contract and the continuation of the contract:
Provide enough tools, equipment, parts and resources to the company.
Ensuring that the company receives the technology and information described in the technology transfer contract, helping the company establish a production process to ensure that the company can effectively produce high quality products that meet the _____ standard.
After _____ years, work with _____ and the company to develop a plan to create foreign exchange to solve the balance of the company's foreign exchange.
Loan to foreign banks at the best possible rate.
Establish an accurate accounting system that provides management, financial and market advice and assistance to the company.
Help the company to open up markets for products, services or software exports outside the territory of the People's Republic of China.
Help travel or accommodation for employees in the _____ country for the company's business.
20.2_____ party's responsibility
The _____ party agrees to assume the following obligations during the period of validity of the contract and the continuation of the contract:
Ensure that water, electricity and fuel, as well as modern telephone and consumer telegraph services are provided for company facilities.
Ensure that there are an appropriate number of qualified employees at all levels in the company, and that employees who have been trained by the company are not arbitrarily exchanged, so that the company's profits are damaged.
Help the company apply for loans from the Bank of China at the most favorable and feasible interest rate.
Arrange for the preparation of the factory and the various department offices required by the company, responsible for the transformation of the company's leased plants and facilities.
Assist the company to obtain any approval licenses required by the Chinese government or local authorities to carry out the company's business and expand its business.
Help the _____ party employees who work for the company in China to apply for multiple visas and arrange suitable accommodation.
When an employee of the _____ party is working in a company in China, due to actions or _____ that are detained for the company's work, the _____ party will guarantee that it will be able to obtain qualified legal counsel as permitted by law.
Solve the foreign exchange required for production in the previous _____ years.
Chapter 21 Approval and Registration
21.1 Approval
This contract and its affiliated files, the company's articles of association and other relevant files shall be submitted to the government for approval in accordance with the procedures of the Chinese and foreign joint venture laws of the People's Republic of China and its implementation regulations. This contract and other agreements are effective as of the date of approval.
21.2 Registration
After receiving the above approval, the investor shall go through the company registration with the Administration for Industry and Commerce of the People's Republic of China and obtain the business license. The joint venture company shall be established from the date of issuance of the business license.
Chapter 22—Joint Period
22.1 Joint Venture Term
The investment parties agree that the joint venture _____ period is _____ years, calculated from the date of obtaining the business license. If either party does not terminate before _____ days before the end of the term, the _____ year of the joint venture can be automatically extended.
22.2 Termination
The contract can be terminated early and the company dissolved if one of the following occurs.
When a company makes a serious loss to make up for it, either party can terminate it.
When one party fails to perform its obligations under the contract, the other party has the right to terminate it.
Suffering from an irresistible major accident. Causes the company to continue to operate.
If the parties agree to terminate in the best interests of both parties.
Upon early termination, a special meeting of the board of directors shall be convened to make a resolution for submission to the government for approval.
22.3 Closing
Upon expiration or early termination of the contract, all closing procedures are executed in accordance with the Joint Venture Law and the relevant provisions of the Articles of Association.
Chapter 23 Force Majeure
23.1 In the event of the transformation of this contractual obligation, if both parties cause obstacles and delays due to reasons beyond their control, then once these factors are removed, both parties must resume their performance obligations as soon as possible.
Chapter 24 Confidentiality
24.1 Confidentiality
During the term of this contract, the company's business operations, technical data sales and financial information shall not be disclosed to outsiders other than the investing parties, unless it is an already publicly disclosed information. In addition, according to the contract and the subordinate file of the contract, within the validity period of this contract _____ The technical and technical knowledge provided shall also be kept confidential and shall not be disclosed to other parties without the consent of the _____ party, unless such technical information has been disclosed to the public. In order to meet the objectives set out in the joint venture contract, some technical knowledge and technical information need to be provided to raw material suppliers and users. In order to ensure safety and reduce interference, the company's equipment is not allowed to be visited without the approval of the chairman or general manager.
Chapter 25 Disputes
25.1 When a dispute arises over the interpretation of the contract or the execution of the contract, it should be resolved through friendly negotiation as far as possible. If the negotiation fails, it will be arbitrated by a neutral arbitrator.
The arbitration fee shall be borne by the losing party.
Chapter 26—Text and Notice
26.1 text
This contract is written in both Chinese and English, and both languages are equally effective.
26.2 Notice
Notices between the investing parties, notices and files of the company's board of directors, and notices and statements of the company's chief accountant are all sent to the legal address by airmail registration or telegraph or telex. If the address changes, it must be notified in writing.
Chapter 27—The Effectiveness of the Contract
27.1 Effective Date
This contract and articles of association shall be submitted to the government for approval after being signed by the plenipotentiary representatives of both parties in the Chinese and English versions, effective from the date of approval.
27.2 Modification
In the future, if other important agreements such as the joint venture contract need to be revised, they should be submitted to the government for approval according to the regulations.
Chapter 28 Supplementary Provisions
28.1 This contract and its subsidiary files shall be handled in accordance with the Law of the People's Republic of China on Sino-foreign Joint Ventures and its implementing regulations.
Attached files:
Technology transfer and trademark license contract
This contract is signed by _____ party and _____ on _____ year _____ month _____ day.
Whereas _____ party and _____ company _____ are engaged in the design, manufacture and sale of data and word processing equipment and systems worldwide. _____ Authorize _____ to sign this contract.
In view of the company's desire to obtain manufacturing know-how and secret information from _____, as part of the _____ party's contribution.
Whereas the _____ party is registered in the People's Republic of China or becomes the owner of the trademark applied for registration, and has been transferred to _____.
In view of the fact that _____ Party A agrees to use all products of the company within the territory of the People's Republic of China and the export goods approved by _____ to use the registered or registered trademarks.
To this end, based on the commitments and agreements between the parties in this contract, the _____ party and the company have the following terms and are legally binding.
1. definition
1.1 is defined for the purposes of this contract, and the following terms have the following clear meanings.
"Technology" means _____ patents, know-how, copyrights, and design specifications, manufacturing, use, and sales of _____ type _____ word processing capabilities of microcomputers, including software, test diagnostics, technical drawings, and parts sketch print lines Board processes, component specifications, and similar secret and proprietary information related to features and secret know-how as described in Subsidiary Archive A. It also includes methods and programs for _____ production _____ type computers.
“Region” means the People’s Republic of China _____.
“Trademark” means the word “_____” in English and Chinese, as well as the distinctive trade mark and any other form of writing. A product used to represent _____ and its subsidiaries.
2. technology
2.1 Technology transfer
Party B grants the company “Technology” the right to use the technology in the “Region” and sells products manufactured in strict accordance with the “Technology”. This technology transfer includes the period provided by _____ for a period of 3 months from the date of this contract. _____ model technology supplements and improvements, and future supplements and improvements are provided from the management service fee.
2.2 use, confidentiality
This technology is only transferred to the company for use. Unless prior written approval is obtained from the _____ party, the company cannot transfer or disclose it to any other person or organization, and the company agrees to keep the transferred technology confidential.
The company agrees to do its utmost to keep its directors and staff, subsidiaries and users agree to keep all the technology that may be provided to them confidential.
2.3 Registration
After the implementation of this contract, the company should register the technology as soon as possible and take any other necessary measures to prevent the technology from being illegally used by others in the “region”.
2.4 Funding
According to the rights in Section 2.1 above, the company agrees to accept the technology as a contribution to the company, with a value of _____ yuan and a statement in the company's organizational record that the technology department contributes to the company.
3. Trademark license
3.1_____ hereby agrees that the company will use the approved trademarks for all products in the region during the term of the contract, but the products shall be manufactured according to the standards, technical specifications and instructions provided by the _____ party in the future.
3.2 The company guarantees to manufacture the products in strict accordance with the standards, technical specifications and instructions provided by _____. If the company does not comply with this requirement, the _____ party has the right to immediately terminate this license and take the necessary measures to cancel the company's right to use the trademark in the “region”.
3.3 The company allows the _____ party or its authorized representative to inspect the finished product and the method of manufacturing the product at all times in the company at the appropriate time.
3.4 The Company agrees to use the Trademark in accordance with the instructions of _____ from time to time. The company may not use the trademark in a manner that Party B believes may damage the image or reputation of _____ party or _____.
3.5 The parties understand and agree that _____ reserves the right to use any trademarks themselves and allows other users in the Region to use these trademarks.
3.6 The company may not export the goods using the trademark without the prior written consent of _____.
3.7 Due to the powers granted by this contract, the company agrees to pay the _____ party to use the royalties, which is:
Products sold in the "Region" - no fee;
Products sold outside the "Region" - payment of _____% international and company transfer price royalty fee, calculated by calendar quarter
3.8 The validity period of the trademark license is _____ years, but if the company is dissolved or the company fails to comply with the obligations of the license, Party B may cancel the trademark license at any time by sending a written notice to the company address. Upon termination of this trademark license, the company shall immediately stop using the trademark. Except as provided in this contract, the company does not have the right to possess or use the trademark. When a dispute arises between the two parties, Party B may suspend the company's trademark use rights until the dispute is resolved.
4. General
4.1 General
During the term of this contract, the written signature of the changed content may not be modified or changed without the parties.
This contract is signed by an authorized representative of both parties.
table of Contents
General
capital
Loan and lease
Capital transfer
Board of Directors
Manager department
Main business activities
Technology transfer
Product sales
Purchase of parts, components and supporting external equipment
Technical Training
Factory preparation work
Foreign exchange management and balance
profit
Finance and audit
Tax incentives
Insurance
Employment, dismissal and resignation
Staff wage standards and rewards and punishments
Responsibility of both parties
Approval and registration
Joint venture term
force majeure
Confidentiality
dispute
Text and notifications
Effectiveness of the contract
Supplementary
Subsidiary files: technology transfer and trademark license contract.
Chapter I General Provisions
1.1 Contractual parties
This contract is based on _____ and _____ is the other party. According to the provisions of the Joint Venture Law, the representatives of both parties sign this contract in the _____ city of the People's Republic of China.
1.2 Legal representative and address
Legal representative:
Party B: _____
Name: _____
job title:_____
Country of Citizenship:_____
address:_____
Party A: _____
Name: _____
job title:_____
Country of Citizenship:_____
address:_____
1.3 company name and address
The investment parties agree that the name of the joint venture is:
Chinese name:_____
English name:_____
address:_____
1.4 company organization form
The company's organizational form is a limited liability company. The economic responsibilities of both parties are limited to the respective registered capital. The parties share the profits according to the investment ratio and share the risks and losses.
The company is a legal person of the People's Republic of China and an independent enterprise of the People's Republic of China. All activities must comply with the relevant laws, decrees, regulations and rules of the People's Republic of China and are protected and governed by Chinese laws.
The company will not engage in acts that cause the _____ party to violate the laws of the _____ country or the relevant export license regulations.
1.5 Scope and purpose of operation
The company's pioneering phase is mainly to produce computer products for the _____ market in _____, and to carry out sales, service activities, and carry out some other reasonable related business, including the development of software needed for the local market. Companies can set up branches in _____ or other parts of the People's Republic of China. The company's first product is _____ party _____ computer, the company will use the most advanced, high-quality automated production technology and testing equipment currently used by _____ in the _____ factory to ensure that all products reach _____ in terms of quality, process and reliability. World standard. After acquiring the experience of production, sales, service and support in the operation of _____ type microcomputer, the company further produces other products such as _____ series, and the company can develop new products according to the needs of China and international markets.
According to the market needs and the company's production capacity, both parties to the investment jointly drafted the ________ "Production Program" as the goal of the company's opening _____ year. Future production plans will be arranged according to market needs and the company's production capacity.
Chapter II Capital
2.1 Capital and investment ratio
The registered capital of the company is _____ US dollars, the loan can reach _____ US dollars, the total investment is _____ US dollars, the liability of both parties is limited to the registered capital, the investment ratio is: _____ party _____%, _____ party _____%, when the future investment amount changes, the investment ratio of both parties Always stay the same.
2.2 Composition of the registered capital of the investing parties
_____ party is now _____ yuan.
The technical contribution price is equivalent to: _____ yuan, cooperation _____ yuan.
_____ party: cash _____ yuan
The registered capital contribution of both parties to the investment must be entered into the account opened by the joint venture company once or in stages after the registration of the joint venture company.
2.3 Investment Certificate
The company does not issue shares. After the joint venture parties have paid the amount of funds, they should be verified by a Chinese registered accountant. After the capital verification report is issued, the company will issue a certificate of capital.
Chapter III Loans and Leases
3.1 loan
Companies can apply for loans from Bank of China or _____ Bank when needed. The _____ party will assist in applying for a loan from the Bank of China, and the loan amount can reach _____ yuan.
3.2 Lease
Some of the production equipment required by the company will be assisted by the _____ party to lend to the relevant international banks.
The company's production sites, production plants and office and living houses will be leased by the relevant units in China.
Chapter IV Capital Transfer
4.1 Capital transfer
The capital of both parties may not be transferred without the consent of the other party, except for the transfer of __ party to _____. If the joint venture party needs to transfer its capital contribution, under the same price conditions, the joint venture party has the right of first refusal, which is equal to the net capital value of the transfer share on the balance sheet at that time.
The above-mentioned capital transfer shall be approved by the approving authority, and once approved, the transferee shall immediately transfer it to the transferor with _____ yuan.
4.2 Capital Change Registration
If the registered capital during the joint venture period is increased or transferred, it shall be reported to the Administration for Industry and Commerce for registration and change registration within one month after being reported to the government for approval.
Chapter V Board of Directors
5.1 Composition of the board of directors
From the date of approval of this contract, the board of directors shall be formed within one month. The number of board members shall be _____ persons, including _____ persons of Party A and _____ persons of Party B. The board of directors shall include a chairman, appointed by Party A, and a vice chairman Party B is appointed.
5.2 Board of Directors
The board of directors is the highest authority of the company and determines all major issues of the joint venture. The relevant board matters shall be handled in accordance with the relevant provisions of the company's articles of association.
Chapter VI Manager Department
6.1 Zheng, Deputy General Manager
The company implements the general manager responsibility system under the leadership of the board of directors. The company has one general manager and several deputy general managers, all of whom are appointed by the board of directors.
The deputy general manager assisted the general manager. After the opening of the business, the general manager was first served by the __ party, and the deputy general manager was served by the _____ party.
In the initial stage of the company, the _____ party will provide the company with management personnel of various departments, who will be appointed by the general manager. The company will strive to develop and train _____ managers and managers from the date of opening to assume the company's responsibilities at all levels.
6.2 The general manager and deputy general manager shall not concurrently serve as the deputy general manager and deputy general manager of other economic organizations.
Do not participate in the commercial competition of other economic organizations for this enterprise.
6.3 Mission and authority
The duties and powers of the relevant executive and deputy managers are in compliance with the relevant provisions of the company's Articles of Association.
6.4 Replacement of the deputy general manager
If the deputy general manager and the deputy general manager need to change for some reason, the two parties must submit a new list of candidates to the board of directors for appointment.
6.5 manager
According to the needs of conducting business activities, the company can set up a number of managers and work under the leadership of the deputy general manager.
Chapter VII Main Business Activities
7.1 Business activity content
The company will plan to organize production according to market needs, and purchase assembly parts, components and components directly from the supplier of _____ in the initial stage, and assemble and test it in the company. The company will do its utmost to purchase in the Chinese market for suppliers of components, components and components that meet the company's quality, quantity, price and delivery requirements.
The _____ party ensures that the first products produced by the company must meet the _____ world standard in terms of quality, process and reliability. In the first year of the company's opening, the company will implement the "production program" decided by the board of directors, and will approve, modify the production program and expand other products according to the actual situation and the principle of the company's commercial success.
7.2 The company's business scope will also include relevant business activities as mentioned in Article 13.1.1.
7.3 Import and export business
In accordance with the Chinese Government's Joint Venture Law, the company has the right to directly import components, parts, raw materials and equipment related to the company's products and export the company's products.
Chapter VIII Technology Transfer
The initial technology transfer of 8.1 includes the technical content listed in Attached File 1.
8.2_____ Party's services: In the first _____ months, the costs of management, technology, procurement, and logical support services provided by ________ to the company are included in the technology transfer fee. After ___ months, the company will pay the above _____ yuan to the _____ party. The _____ yuan service includes the following:
The salary of a full-time general manager;
The salary of a full-time engineer;
The salary of a full-time manager;
Import and export license service;
Quality assurance service;
All engineering changes and updates to the product;
Update and training of all current operating systems;
All current practical software updates and training;
8.3 additional technology;
After the parties have reached a consensus on terms, conditions and prices, the company can get the additional technology needed from _____.
8.4 Third Party Technology
Companies can acquire technology, especially software, from the third. The _____ party will assist the company in obtaining the necessary licenses, but the company must pay the required royalties.
8.5 trademark
If the products produced by the company meet the standards of design, quality and reliability of the _____ party, the company may use the trademarks and logos of _____. The company may not use the name or trademark of _____ in the case of damage to _____ reputation, the trademark of _____ is used for When the company's products are sold domestically, the company does not pay the usage fee, and when the product is exported, the trademark usage fee will be separately negotiated.
Chapter IX Product Sales
9.1 China Domestic Sales
The domestic sales and warranty and repair service business of the company's products will be entrusted by the company to relevant Chinese institutions. The initial _____ year _____ party will be responsible for arranging sales in the Chinese market.
9.2 China's foreign sales
The company's products are sold outside China, subject to the consent of the _____ party, and the _____ party shall be responsible for the export of the company's products after the _____ year. The amount of products exported is not less than _____% of the company's total annual output value. The price of the exported product may be sold according to the internal settlement price between the parent company and the subsidiary of the _____ party, or may be sold at other better prices.
9.3 sales price
The price of the company's export products will be determined by the company based on the principle of obtaining competitive advantages in the international market. The domestic sales price is determined by the company based on the principle of China's domestic market to obtain domestic competitive advantages.
Chapter 10 Procurement of Parts, Components, and Supporting External Equipment
10.1 Purchasing Principles
The parts, components and supporting external equipment required for the production of the company shall be purchased in China as far as practicable. For the part of China that is temporarily unavailable during the joint venture period, the _____ party shall supply it in accordance with the required quality requirements and preferential prices. The company can also directly purchase in the international market according to the _____ party standard.
10.2 Improve the self-sufficiency of domestic components
_____ will do its utmost to introduce relevant manufacturing technology and basic equipment through the company's assistance to _____ components and supporting peripheral factories, so that _____ can produce components and parts with world-class standards to supply the company.
Chapter 11 Technical Training
11.1_____ The party shall dispatch technical and managerial personnel to guide and assist the development of the company's technology and business and train the company's personnel. Including the company to send senior engineering and technical personnel to _____ to participate in the development of related products to facilitate the future development of the company's technology. After the commercial production of the product reaches the _____ national standard, the company's technical, economic and management personnel will continue to receive training from the _____ party if necessary. The company shall pay the relevant fees to the _____ party. For specific terms, please refer to the attached file of this contract.
Chapter Twelve Factory Preparation Work
12.1 Technical renovation plan for existing facilities
The two parties initially agreed to lease the _____ factory of the original _____ factory and the factory of _____ to the _____ factory as the joint venture company. The _____ party will renovate the house according to the housing technical transformation plan formulated by the _____ party. The cost of the house renovation will be included in the company's expenses.
Chapter XIII Foreign Exchange Management and Balance
13.1 Foreign exchange balance
13.1.1 Both parties believe that the company's foreign exchange receipts and payments should strive to maintain the necessary margins, so the company can gradually carry out the following businesses to obtain the company's foreign exchange balance.
The company resold a certain number of products in the first _____ years after the company opened;
Establish supporting industries in China and reduce imports of components, components and external equipment;
Establish a software development center to export software;
Established a maintenance service department to provide maintenance services for foreign units in China;
Develop technical services to earn foreign exchange;
Provide software services for foreign users in China.
13.1.2 In order to increase the company's foreign exchange income, the company will approve the following methods in accordance with the prescribed procedures.
Selling company products in China in the form of foreign exchange;
Export batch handicrafts, other small gifts, and office supplies with the _____ side;
Processing work in China, the payment of the money will be paid in _____ currency. These payments include wages, taxes, customs duties, rental fees, and the like.
13.2 The company's foreign exchange receipts and payments management shall be handled in accordance with the "Joint Venture Law" and the "Provisional Regulations on Foreign Exchange Administration of the People's Republic of China".
Chapter 14 Profits
14.1 Profit Distribution
The total annual profit obtained by the company shall be deducted from a certain proportion of reserve funds, enterprise development funds, employee incentives and welfare funds after paying income tax according to the Law of the People's Republic of China on Sino-foreign Joint Venture Enterprise Income Tax Law.
The specific method for extracting the three funds is determined by the board of directors.
The net profit after deducting the above three amounts is allocated by the board of directors according to the proportion of the capital of the investing parties.
14.2 Profit Payment
The profits of the company to the _____ party shall be paid by the company's own foreign exchange. According to the relevant tax laws of the Chinese government and after deducting the tax, the company shall remit the bank to the bank designated by the _____ party on time. The _____ party indicates that the company will not remit the allocated profits in the first _____ year of the company's opening. After _____ years, the _____ party will remit _____% of the accumulated profits, and then distribute the profits annually according to the provisions of Article 14.1 of this contract.
Chapter 15 Finance and Audit
15.1 Accounting System
The internal accounting system of the company and the depreciation rate of fixed assets are all implemented in accordance with the regulations of the People's Republic of China.
The company can attach records to communicate with the general accounting system applied by the _____ country. The company will provide monthly reports to both investors, and the monthly report will be in both Chinese and English. In RMB, it is converted into US dollars as a note. All statements of the company are written in both Chinese and English.
15.2 Billing Currency
The company's accounting unit uses the RMB, RMB and US dollar redemption rates in accordance with the provisions of the State Administration of Foreign Exchange of the People's Republic of China.
15.3 Audit
The company's accounts are open to the independent auditors registered in China at any time to disclose the annual final accounts to the joint venture parties and their respective domestic auditors. The company shall be responsible for submitting the business report and annual final report to the board of directors, together with a review report of the independent accountant. The annual report is in Chinese and English.
15.4 Bank of deposit
The company shall open separate foreign exchange accounts and RMB accounts in the Bank of China, and accept the inspection of foreign exchange receipts and payments by the State Administration of Foreign Exchange of China.
15.5 fiscal year
The calendar year used in the company's fiscal year, from January 1 of each year to December 31 of the same year. Taking into account the practice of Party B's fiscal year, the company will submit a financial report to Party B from July 1 to June 30 of the fiscal year.
Chapter 16 Tax Benefits
16.1 Tax relief
The company can apply to the Chinese government for a full tax exemption for the _____ year income tax from the profit-making year, and _____% tax reduction for the _____ to the _____ year. The company enjoys tax reduction and exemption for re-investment of any profit in China.
The company shall invest in the contents stipulated in the contract and feasibility report, and all imported materials, equipment, means of transport and office supplies shall enjoy tax exemption according to relevant regulations. The tariffs on all imported parts and components shall be handled in accordance with the import tariff standards formulated by China at that time. . The company's imported materials are used for export products, and the company can apply to the customs and return the customs tax.
Chapter 17 Insurance
17.1 Investment Insurance and Payment
The company's various insurances are invested in the People's Republic of China. If a Chinese insurance company cannot carry out insurance projects, it can go to a foreign insurance company for insurance.
Chapter 18 Employee Employment, Dismissal and Resignation
18.1 Employment
Companies can reach full-time, temporary, and part-time employment contracts with workers. These contracts can provide a probationary period of up to _____ days. During the trial period, any worker can be fired without giving any reason. The employment contract is usually _____ years, the two parties agree to renew the contract, for some technical and management personnel who enjoy the training of the _____ party or the company, the employment contract period will generally exceed _____ years. The labor contract is signed by the company and the individual. After signing, it will be reported to the Labor Bureau for filing.
The _____ party may also recommend employees to the joint venture company.
18.2 Dismissal
According to the labor management regulations and labor contracts of Sino-foreign joint ventures, some employees may be dismissed. The dismissed Chinese nationals shall be deployed by the _____ Municipal Labor Bureau or _____, and the _____ party shall be appointed by the _____ party.
18.3 resignation
Company employees can resign in accordance with the requirements of the company's labor contract.
Chapter XIX Staff Wage Standards and Rewards and Punishments
19.1 General Staff Labor Expenses
The labor expenses of the general employees of the company are determined by the board of directors in accordance with the provisions of the labor management implementation measures for Sino-foreign joint ventures. The company allows each management function to directly distribute bonuses to each employee to encourage employees who contribute more.
19.2 Senior staff salary
The company's senior staff is the deputy general manager, the deputy chief engineer, and the deputy chief accountant is directly appointed by the board of directors. The salary is determined by the board of directors.
The salary of the company's employees, paid by the joint venture company, must use the non-renminbi currency of the relevant employees of the remaining RMB, can apply to the State Administration of Foreign Exchange _____ City Branch, the day's price is converted into US dollars from the company's foreign exchange account.
19.3 Employee benefits and rewards and punishments
All benefits, rewards and dispositions of employees of the company are regulated in the labor contract in accordance with the above labor management regulations.
Chapter 20: Responsibilities of both parties
20.1_____ party's responsibility
The _____ party agrees to assume the following obligations during the period of validity of the company contract and the continuation of the contract:
Provide enough tools, equipment, parts and resources to the company.
Ensuring that the company receives the technology and information described in the technology transfer contract, helping the company establish a production process to ensure that the company can effectively produce high quality products that meet the _____ standard.
After _____ years, work with _____ and the company to develop a plan to create foreign exchange to solve the balance of the company's foreign exchange.
Loan to foreign banks at the best possible rate.
Establish an accurate accounting system that provides management, financial and market advice and assistance to the company.
Help the company to open up markets for products, services or software exports outside the territory of the People's Republic of China.
Help travel or accommodation for employees in the _____ country for the company's business.
20.2_____ party's responsibility
The _____ party agrees to assume the following obligations during the period of validity of the contract and the continuation of the contract:
Ensure that water, electricity and fuel, as well as modern telephone and consumer telegraph services are provided for company facilities.
Ensure that there are an appropriate number of qualified employees at all levels in the company, and that employees who have been trained by the company are not arbitrarily exchanged, so that the company's profits are damaged.
Help the company apply for loans from the Bank of China at the most favorable and feasible interest rate.
Arrange for the preparation of the factory and the various department offices required by the company, responsible for the transformation of the company's leased plants and facilities.
Assist the company to obtain any approval licenses required by the Chinese government or local authorities to carry out the company's business and expand its business.
Help the _____ party employees who work for the company in China to apply for multiple visas and arrange suitable accommodation.
When an employee of the _____ party is working in a company in China, due to actions or _____ that are detained for the company's work, the _____ party will guarantee that it will be able to obtain qualified legal counsel as permitted by law.
Solve the foreign exchange required for production in the previous _____ years.
Chapter 21 Approval and Registration
21.1 Approval
This contract and its affiliated files, the company's articles of association and other relevant files shall be submitted to the government for approval in accordance with the procedures of the Chinese and foreign joint venture laws of the People's Republic of China and its implementation regulations. This contract and other agreements are effective as of the date of approval.
21.2 Registration
After receiving the above approval, the investor shall go through the company registration with the Administration for Industry and Commerce of the People's Republic of China and obtain the business license. The joint venture company shall be established from the date of issuance of the business license.
Chapter 22—Joint Period
22.1 Joint Venture Term
The investment parties agree that the joint venture _____ period is _____ years, calculated from the date of obtaining the business license. If either party does not terminate before _____ days before the end of the term, the _____ year of the joint venture can be automatically extended.
22.2 Termination
The contract can be terminated early and the company dissolved if one of the following occurs.
When a company makes a serious loss to make up for it, either party can terminate it.
When one party fails to perform its obligations under the contract, the other party has the right to terminate it.
Suffering from an irresistible major accident. Causes the company to continue to operate.
If the parties agree to terminate in the best interests of both parties.
Upon early termination, a special meeting of the board of directors shall be convened to make a resolution for submission to the government for approval.
22.3 Closing
Upon expiration or early termination of the contract, all closing procedures are executed in accordance with the Joint Venture Law and the relevant provisions of the Articles of Association.
Chapter 23 Force Majeure
23.1 In the event of the transformation of this contractual obligation, if both parties cause obstacles and delays due to reasons beyond their control, then once these factors are removed, both parties must resume their performance obligations as soon as possible.
Chapter 24 Confidentiality
24.1 Confidentiality
During the term of this contract, the company's business operations, technical data sales and financial information shall not be disclosed to outsiders other than the investing parties, unless it is an already publicly disclosed information. In addition, according to the contract and the subordinate file of the contract, within the validity period of this contract _____ The technical and technical knowledge provided shall also be kept confidential and shall not be disclosed to other parties without the consent of the _____ party, unless such technical information has been disclosed to the public. In order to meet the objectives set out in the joint venture contract, some technical knowledge and technical information need to be provided to raw material suppliers and users. In order to ensure safety and reduce interference, the company's equipment is not allowed to be visited without the approval of the chairman or general manager.
Chapter 25 Disputes
25.1 When a dispute arises over the interpretation of the contract or the execution of the contract, it should be resolved through friendly negotiation as far as possible. If the negotiation fails, it will be arbitrated by a neutral arbitrator.
The arbitration fee shall be borne by the losing party.
Chapter 26—Text and Notice
26.1 text
This contract is written in both Chinese and English, and both languages are equally effective.
26.2 Notice
Notices between the investing parties, notices and files of the company's board of directors, and notices and statements of the company's chief accountant are all sent to the legal address by airmail registration or telegraph or telex. If the address changes, it must be notified in writing.
Chapter 27—The Effectiveness of the Contract
27.1 Effective Date
This contract and articles of association shall be submitted to the government for approval after being signed by the plenipotentiary representatives of both parties in the Chinese and English versions, effective from the date of approval.
27.2 Modification
In the future, if other important agreements such as the joint venture contract need to be revised, they should be submitted to the government for approval according to the regulations.
Chapter 28 Supplementary Provisions
28.1 This contract and its subsidiary files shall be handled in accordance with the Law of the People's Republic of China on Sino-foreign Joint Ventures and its implementing regulations.
Attached files:
Technology transfer and trademark license contract
This contract is signed by _____ party and _____ on _____ year _____ month _____ day.
Whereas _____ party and _____ company _____ are engaged in the design, manufacture and sale of data and word processing equipment and systems worldwide. _____ Authorize _____ to sign this contract.
In view of the company's desire to obtain manufacturing know-how and secret information from _____, as part of the _____ party's contribution.
Whereas the _____ party is registered in the People's Republic of China or becomes the owner of the trademark applied for registration, and has been transferred to _____.
In view of the fact that _____ Party A agrees to use all products of the company within the territory of the People's Republic of China and the export goods approved by _____ to use the registered or registered trademarks.
To this end, based on the commitments and agreements between the parties in this contract, the _____ party and the company have the following terms and are legally binding.
1. definition
1.1 is defined for the purposes of this contract, and the following terms have the following clear meanings.
"Technology" means _____ patents, know-how, copyrights, and design specifications, manufacturing, use, and sales of _____ type _____ word processing capabilities of microcomputers, including software, test diagnostics, technical drawings, and parts sketch print lines Board processes, component specifications, and similar secret and proprietary information related to features and secret know-how as described in Subsidiary Archive A. It also includes methods and programs for _____ production _____ type computers.
“Region” means the People’s Republic of China _____.
“Trademark” means the word “_____” in English and Chinese, as well as the distinctive trade mark and any other form of writing. A product used to represent _____ and its subsidiaries.
2. technology
2.1 Technology transfer
Party B grants the company “Technology” the right to use the technology in the “Region” and sells products manufactured in strict accordance with the “Technology”. This technology transfer includes the period provided by _____ for a period of 3 months from the date of this contract. _____ model technology supplements and improvements, and future supplements and improvements are provided from the management service fee.
2.2 use, confidentiality
This technology is only transferred to the company for use. Unless prior written approval is obtained from the _____ party, the company cannot transfer or disclose it to any other person or organization, and the company agrees to keep the transferred technology confidential.
The company agrees to do its utmost to keep its directors and staff, subsidiaries and users agree to keep all the technology that may be provided to them confidential.
2.3 Registration
After the implementation of this contract, the company should register the technology as soon as possible and take any other necessary measures to prevent the technology from being illegally used by others in the “region”.
2.4 Funding
According to the rights in Section 2.1 above, the company agrees to accept the technology as a contribution to the company, with a value of _____ yuan and a statement in the company's organizational record that the technology department contributes to the company.
3. Trademark license
3.1_____ hereby agrees that the company will use the approved trademarks for all products in the region during the term of the contract, but the products shall be manufactured according to the standards, technical specifications and instructions provided by the _____ party in the future.
3.2 The company guarantees to manufacture the products in strict accordance with the standards, technical specifications and instructions provided by _____. If the company does not comply with this requirement, the _____ party has the right to immediately terminate this license and take the necessary measures to cancel the company's right to use the trademark in the “region”.
3.3 The company allows the _____ party or its authorized representative to inspect the finished product and the method of manufacturing the product at all times in the company at the appropriate time.
3.4 The Company agrees to use the Trademark in accordance with the instructions of _____ from time to time. The company may not use the trademark in a manner that Party B believes may damage the image or reputation of _____ party or _____.
3.5 The parties understand and agree that _____ reserves the right to use any trademarks themselves and allows other users in the Region to use these trademarks.
3.6 The company may not export the goods using the trademark without the prior written consent of _____.
3.7 Due to the powers granted by this contract, the company agrees to pay the _____ party to use the royalties, which is:
Products sold in the "Region" - no fee;
Products sold outside the "Region" - payment of _____% international and company transfer price royalty fee, calculated by calendar quarter
3.8 The validity period of the trademark license is _____ years, but if the company is dissolved or the company fails to comply with the obligations of the license, Party B may cancel the trademark license at any time by sending a written notice to the company address. Upon termination of this trademark license, the company shall immediately stop using the trademark. Except as provided in this contract, the company does not have the right to possess or use the trademark. When a dispute arises between the two parties, Party B may suspend the company's trademark use rights until the dispute is resolved.
4. General
4.1 General
During the term of this contract, the written signature of the changed content may not be modified or changed without the parties.
This contract is signed by an authorized representative of both parties.
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