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[Boutique] Share Cooperation Agreement


Article 1: Share Cooperation Agreement

Party A: Mr. ____

Party B:

After friendly consultations between Party A and Mr. ____, on the basis of mutual trust, mutual respect and mutual benefit, the two parties reached the following cooperation agreement:

1. Party A and Party B will form a strategic partnership on the premise of mutual cooperation of the two parties on the issue of corporate management consulting business cooperation. Party B shall provide Party A with business resources to assist Party A in facilitating business and performance and realize both parties and customers. A win-win situation.

2. When Party B provides business opportunities for Party A, it shall strictly keep the business secrets of Party A and its customers, and shall not divulge Party A's or Client's business secrets for their own reasons and cause Party A's business reputation to be damaged.

3. Party A shall, in accepting the business opportunities provided by Party B, act according to its own strength. If it is indeed impossible or difficult to implement, it shall be open, honest, and honest, and seek the understanding or assistance of Party B. If the situation is not as good as the rash promise, the customer relationship of Party B will be damaged.

4. If Party B provides Party A with the opportunity of enterprise management consulting business and assists in achieving it, Party A shall pay the corresponding information and resource fees. The amount of the fee payment depends on the role played by Party B in the process of business completion and implementation. In principle, it is executed according to a certain percentage of the actual amount of the fee, and is paid according to the actual stage and amount of the account, specifically for each time after the account is received. Pay within one working day.

V. Liability for breach of contract:

1. In the process of business implementation, if the business reputation or customer relationship of the partner or the client is damaged due to one's own reasons, the damaged party may immediately unilaterally cancel the cooperation relationship, and may also propose a certain amount of financial compensation. Claim. At the same time, the relevant expenses that should be paid in the business that has not yet been completed have been realized, and the damaged party can no longer pay, and the losing party should continue to fulfill the payment obligation.

2. If Party A fails to pay Party B's payment according to the agreement when paying the information resource fee, it shall increase the amount of 5% of the amount due for each delay until the full amount of the amount.

Dispute Resolution: In the event of a dispute, the parties shall actively resolve the dispute. If the negotiation fails, the injured party may apply to the Hangzhou Arbitration Commission for arbitration.

7. The validity period of this Agreement shall be tentatively fixed for one year, counting from the date of signature by the representatives of both parties, that is, from _____ __ _ _ _ _ _ _ _ _ _ _ _ After the expiration of this Agreement, Party A shall pay the unpaid information and resources fees and shall continue to pay in accordance with this Agreement.

8. After the expiration of this Agreement, neither party has proposed to terminate the agreement. It is deemed to have agreed to continue cooperation. This Agreement shall remain in force and may not be renewed and the validity period shall be extended by one year.

9. In the course of implementation of this Agreement, if the parties believe that it is necessary to supplement or change, a supplementary agreement may be concluded. Supplementary agreements have the same legal effect. Where the Supplementary Agreement is inconsistent with this Agreement, the Supplementary Agreement shall prevail.

X. This Agreement shall enter into force after being sealed by both parties. This Agreement is in duplicate and each Party A and Party B shall hold one copy and have the same legal effect.

Party A: Mr. ____

Party B: Mr. ____

Representative signature: signature:

Signing place:

Signing date:

Article 2: Share Cooperation Agreement

Party A: Party B: Party C:

Party A, B, and C are jointly registered in _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Party B's contribution to ________ accounts for ______% of the company's shares. The form of capital contribution ________ funding time __________ C funding ________, the form of capital contribution ________ funding time __________. Work hard during the operation and initially reach the predetermined target.

Party C is a large-scale production enterprise to effectively integrate resources. Both Party A and Party B have agreed to invest in C shares and establish a new joint-stock company. Through the equal consultation between the shareholders, and in accordance with the principle of mutually beneficial cooperation, this Agreement is signed for compliance.

I. Responsibilities and obligations

1. Party A is responsible for the guiding program of new product development and participation in technical guidance. Party C is responsible for the development, production and investment of new products.

2. *************** Co., Ltd. is the exclusive sales agent for new products of ***********, responsible for the marketing and sales of new products.

3. Party C is responsible for completing the R&D and production of the *********** within six months.

4. ***************** Co., Ltd. is responsible for assisting in the marketing and channel expansion of new products.

5. Party C is obliged to disclose the price of components, labor and other costs of the products being developed.

6. The products independently developed by Party C will be supplied to the ****************** Limited after an increase in various costs.

2. Shareholding share and dividend distribution:

The parties agree that Party A occupies ______% of the shares of the company; Party B holds ______% of the shares; Party C holds shares of the company ______%. Party A, Party B and Party C share the dividends of the company with the share of the shares of the above-mentioned shareholding companies. If the joint stock company generates profits, the shareholders can extract the profit that can be distributed, and the rest is filled as capital. If dividends are invested in the company as operating funds to increase the source of funds and expand market share, the parties must agree and then re-approve the share structure.

3. Matters agreed during the cooperation period

1. Cooperation period:

The term of cooperation is ________ years, starting from the ____________________________________________________________________________________________________________________________________________________ If the company operates normally and the shareholders have no intention to withdraw, the contract period will automatically continue.

2. Capital injection, divestment, transfer of equity

A capital injection: 1 need to recognize this contract; 2 need to be agreed by the shareholders; 3 enforce the rights and obligations stipulated in the contract.

B Divestment: The company does not allow divestment in normal business operations; if it is determined to divest, it will be settled after divestment with the property status at the time of divestment, regardless of the method of financing, it will be settled in cash; 60% of the investment shares of the divestee will be withdrawn. No party to the capital contribution may withdraw without the consent of the parties.

Transfer of equity: Allow shareholders to transfer their own contributions. The partner has priority in assigning the transfer. At the time of transfer, the third party must be approved and approved by the remaining shareholders.

3. Matters after termination and termination of cooperation

The funded parties are terminated by one of the following reasons: 1 the cooperation period expires; 2 all partners agree to terminate the cooperation; 3 the cooperation undertaking cannot be completed; 4 the cooperation cause is revoked in violation of the law; 5 the court dismissed according to the request of the relevant party.

Matters after the termination of the partnership: 1 recommend the liquidator and invite the ____________ intermediary to participate in the liquidation;

2 If there is a surplus after liquidation, it shall be conducted in the order of collecting creditor's rights, paying off debts, returning capital, and distributing the remaining assets proportionately. Fixed assets and indivisible materials, which can be sold to the remaining shareholders or third parties at a price, and their prices are allocated;

3 If there is a loss after liquidation, regardless of the amount of capital contributed by the shareholders, the joint property shall be repaid first, and the part of the property that is insufficiently paid shall be borne by the shareholders.

4. Settlement of disputes

In the event of a dispute between the shareholders, they shall be jointly negotiated and resolved in accordance with the principles conducive to the development of the partnership. If the negotiation fails, you can go to the court.

4. The distribution of positions of shareholders is as follows:

The company entrusted ________ as the general manager of the company's operations to handle all the affairs of the company. The company must realize unified leadership and independently handle the company's affairs. If there are major problems and major issues concerning the interests of the company's shareholders, the shareholders' research agrees. Executable:

1. The individual expenses are paid more than ________ yuan;

2. Introduction of new products;

3. Major promotional activities;

4. Other major matters as stipulated in the company's articles of association.

5. If the company needs to increase capital in the future, it will jointly contribute according to the proportion of joint venture shares.

VI. Matters not covered by this Agreement shall be negotiated by all parties to the Agreement. This Agreement shall be in quadruplicate, each of the three parties shall hold one copy, and the witness shall keep one record, which shall become effective after being signed by the parties and confirmed by the company's seal.

Party A:

year month day

Party B:

year month day

Party C:

year month day

Company stamp confirmation:

The person in charge of the company signs and confirms:

Article 3: Share Cooperation Agreement

Party A: _________ Legal address: _________ Legal representative: _________ Position: _________

Attorney: _________ ID number: ______ Address: _________ Postal code: _________ Contact: _________ Phone: _________ Fax: _________ Account number: _________ E-mail: _________

Party B: _________ Legal address: _________ Legal representative: _________ Position: _________

Attorney: _________ ID number: ______ Address: _________ Postal code: _________ Contact: _________ Phone: _________ Fax: _________ Account number: _________ E-mail: _________

In accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations, in accordance with the principle of equality and mutual benefit, through the friendly consultation of the sponsors of A and B, it is decided to establish "_________ Co., Ltd." and sign this Agreement.

First company profile

1. The name of the limited liability company applied for establishment is drafted as “_________ Co., Ltd.” and there are several alternative names with different font sizes. The company name is subject to the approval of the company registration authority.

2. The company's residence is planned to be located in the _________ city ______ district _________ road _________ _________ floor.

3. The company's organizational form is: a company limited by shares. The company has independent legal personality.

4. Responsibility: The company adopts the method of raising and setting up. Each shareholder has limited liability to the company within the limits of the shares it subscribes to. The company is responsible for the company's debt with all its assets. Article 2 Company's purpose and business scope

The company's business objectives are: _________.

The company's business scope is: main _________, concurrently _________.

Article 3 Shareholding Structure

1. The company adopts the method of raising and setting up, and the objects raised are legal persons and the public.

2. The shares subscribed by the company's promoters accounted for ________% of the total shares, and the remaining shares were publicly raised to the public.

3. The shareholders of the company shall be subject to the subscribers at the time of registration.

4. The company's total capital is RMB _________ yuan.

5. The company's total capital is divided into equal shares. The company's shares appear in the form of stocks, and the stocks are securities issued by the company. After the establishment of the joint-stock company, it is proposed to issue about _________ million shares in the domestic secondary market. The specific amount will be determined by the resolution of the shareholders' general meeting at that time.

6. The company's stocks are registered. The stocks held by the shareholders are the written vouchers for the subscription of the shares. Article 4 Share Class

The shares of the company are set as RMB ordinary shares when the company is established, and the shares are the same as the shares. Article 5 The amount and proportion of the sponsor’s subscription

Party A shall use the _________% equity of the limited liability company it holds, and the audited net assets of the limited liability company as of _________ years _________ _________ days, equivalent to _________ million shares of the company , accounting for _________% of the total share capital of the company;

Party B shall use the _________% equity of the limited liability company it holds, and the audited net assets of the limited liability company as of _________ years _________ _________ days, equivalent to _________ million shares of the company _________% of the total share capital of the company;

Party C holds _________% of the equity of the limited liability company held by it, and the audited net assets of the limited liability company as of _________ years _________ _________ days, equivalent to _________ million shares of the company , accounting for _________% of the total share capital of the company. Article 6 Other Contributions

The parties to the contract agree that the sponsor _________ is funded by the present material, and the capital contribution is _________ equipment, agreeing that the _________ appraiser will discount the price of _________ yuan, equivalent to the shares _________ shares.

Article 7 Payment time

Within _________ days after the _________ government approves the establishment of a joint stock company, the certified public accountant shall verify the capital of the joint stock company and issue a capital verification certificate to confirm the investment amount and shareholding ratio of the parties to the joint stock company, and the joint stock company shall Send a certificate of funding.

Article 8 Preparatory Committee

According to the sponsor's proposal, the company's preparatory committee was established. The preparatory committee is composed of the personnel elected by the promoters. The preparatory committee is responsible for all activities during the company's preparation. The preparatory committee has an office and a daily work system.

Duties of the Preparatory Committee

1. Responsible for organizing drafting and contacting the sponsors to sign the relevant economic files.

2. Responsible for reporting to the government department on the establishment of the company and requesting approval.

3. Responsible for the fundraising work and guarantee the security of the shares.

4. Organize and preside over the company's founding meeting and the first shareholders' meeting within 30 days after the completion of all the shares.

5. Responsible for contacting the shareholders, listening to the shareholders' opinions on the composition of the board of directors and the management organization and the opinions of the candidates; and being responsible for proposing to the company's first general meeting of shareholders to select the relevant personnel of the company in a fair and reasonable manner.

The members of the Preparatory Committee are not paid, and certain subsidies are issued as appropriate after the establishment of the company. The reasonable expenses incurred were officially reported by the company after the company's founding meeting was passed. The sponsor's remuneration is negotiated by the sponsors and reported to the company's founding meeting and the first general meeting of shareholders.

The Preparatory Committee was formally established from the date of signing the contract. After the company's founding meeting and the first general meeting of shareholders were held, after the election of the directors, the preparatory committee disbanded itself. Article 9 Organization

1. The highest authority of a joint stock company is the general meeting of shareholders.

2. The board of directors of the company established a board of directors consisting of _________ directors.

3. The stock company establishes a board of supervisors, which is composed of _________ supervisors.

4. The company has a management organization. Article 10: The rights of the promoter

1. Jointly decide on the significant change of limited liability to a joint stock company;

2. When the conditions stipulated in this Agreement change, they are entitled to receive notice and express their opinions;

3. When other sponsors default or cause losses, they are entitled to compensation or compensation;

4. After the joint-stock company is established according to law, each promoter becomes the ordinary shareholder of the joint-stock company;

5. The parties shall enjoy the rights that the promoters and shareholders shall enjoy in accordance with the law and the provisions of the articles of association of the company. Article 11: The obligations of the promoter

1. Engage in the establishment of a joint stock company in accordance with the relevant laws and regulations of the state. No promoter may engage in illegal activities in the name of initiating the establishment of a company;

2. All files and certificates required for the application and registration of the establishment of the company shall be provided in a timely manner to provide various services and facilities for the establishment of the company;

3. After the joint-stock company is established according to law, according to the law and the articles of association of the company, each promoter shall be the ordinary shareholder of the joint-stock company to assume the obligations and responsibilities of the promoter and the shareholder;

4. After the sponsor pays the shares or delivers the capital contribution, the share capital may not be withdrawn except that the shares are not raised on time, the promoters fail to convene the founding meeting, or the founding assembly decides not to establish the company;

5. When the company cannot be established, the sponsor shall be jointly and severally liable for the debts and expenses incurred in the establishment of the behavior; 6. When the company cannot be established, the promoter shall respond to the dividends paid by the subscribers, and return the shares and add the bank's concurrent period. Joint liability for deposit interest;

7. In the process of company establishment, due to the negligence of the sponsor, the company's interests will be damaged, and the company should be liable for compensation.

Article 12: Cost commitment

1. The expenses required in the process of establishing a joint stock company shall be jointly budgeted by the sponsor and the expenditure items shall be specified in detail.

2. In actual operation, according to the reasonable use of the project, the use of mutual supervision fees by each promoter. After the establishment of the joint stock company, the expenses of the joint stock company are included.

Article 13 Finance, Accounting

1. The company shall establish the company's financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.

2. The company shall prepare a financial accounting report at the end of each fiscal year and be audited by an accounting firm according to law. Financial accounting reports shall be made in accordance with laws, administrative regulations and the regulations of the financial department of the State Council.

3. In the first three months of each business year, the company prepares the balance sheet, profit and loss calculation form and profit distribution plan of the previous year, and submits it to the board of directors for consideration and approval.

4. The financial accounting report shall be placed in the Company 20 days before the annual meeting of the shareholders' general meeting for the shareholders' inspection.

5. When the company distributes the after-tax profit of the current year, it should take 10% of the profit to be included in the company's statutory reserve fund. If the accumulated statutory reserve fund is more than 50% of the company's registered capital, it may not be withdrawn.

6. If the company's statutory reserve fund is insufficient to make up for the previous year's losses, it should first make up the loss with the current year's profit before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

7. After the company withdraws the statutory reserve fund from the after-tax profits, it can also withdraw any reserve fund from the after-tax profits after the resolution of the shareholders' meeting or the general meeting of shareholders. After the company makes up the losses and withdraws the accumulated funds, the after-tax profits are distributed according to the proportion of shares held by the shareholders, except that the articles of association of the company do not distribute according to the shareholding ratio.

8. If the shareholders' meeting, the general meeting of shareholders or the board of directors violates the regulations, and the company distributes profits to the shareholders before the company makes up the losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the regulations to the company. The shares of the company held by the company shall not be distributed.

9. The company shall provide real and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the employed accounting firm, and may not refuse, conceal or lie.

10. The company shall not establish separate accounting books except the statutory accounting books. For company assets, account storage may not be opened in the name of any individual.

Article 14 Liability for breach of contract

1. Any violation of the relevant provisions of this Agreement and its guarantees and undertakings by either party to this Agreement constitutes a breach of contract by the party and shall bear the corresponding civil liability.

2. Any party who violates the relevant provisions of this Agreement and is unwilling or unable to act as the promoter of the joint stock company and causes the joint stock company to fail to establish shall constitute the party’s breach of contract, except that the party shall bear the cost of the company’s change type. The damage caused to the limited liability company and other sponsors of the contract should also be compensated. With the consent of other promoters, the defaulting party may waive the liability if it transfers the equity of the limited liability company it holds to a third party. Article 15 Declaration and Warranty

The signatory parties to this sponsor agreement make the following declarations and warranties:

The promoters are all natural persons with independent civil capacity and have the legal right or authority to enter into this Agreement.

The funds invested by the promoters of the company are the legal property owned by the promoters. The files and materials submitted by the sponsors to the company are true, accurate and effective.

Article 16 Confidentiality

The parties to the contract undertake to keep confidential the files and materials that are known to others during the process of discussion, signing and implementation of this Agreement and that are not available from public sources. The other party may not disclose all or part of the trade secret to any third party without the consent of the original provider of the information and the file. Except as otherwise provided by laws and regulations or otherwise agreed by the parties. The period of confidentiality is _________ years.

Article 17 Notice

1. According to this contract, all notices sent by one party to the other party, as well as the file exchanges of the parties and the notices and requirements related to this contract, must be in writing and can be transmitted by _________. If the above methods cannot be delivered, the method of delivery of the announcement may be adopted. 2. The mailing address of each party is as follows: _________.

3. The notice of change or the address of a party shall be notified to the other party in writing within _________ days from the date of the change; otherwise, the unrecognized party shall bear the relevant liabilities arising therefrom.

Article 18 Change of Contract

During the performance of this contract, in the event of special circumstances, if either party A, B or C needs to change this contract, the party requesting the change shall promptly notify the other party in writing, and with the consent of the other party, the parties shall sign a written change agreement within the prescribed time limit. The agreement will become an integral part of the contract. Without the written documents signed by the parties, neither party has the right to change this contract. Otherwise, the economic losses of the other party will be borne by the responsible party.

Article 19 Transfer of the contract

Except as otherwise provided in the contract or agreed upon by the parties, any rights and obligations of the parties provided for in this contract shall not be transferred to a third party without the prior written consent of the other party. Any transfer is void without the express written consent of the other party.

Article 20 Treatment of Disputes

1. This contract is governed by and construed in accordance with the laws of the People's Republic of China.

2. The disputes arising during the performance of this contract shall be settled by the parties concerned through negotiation, or may be settled by the relevant departments; if the negotiation or mediation fails, the following _________ methods shall be settled: Submit _________ Arbitration Commission Arbitration; Prosecuted to the people's court

Article 21 Force Majeure

1. If any party to this contract fails to perform all or part of its obligations under this contract due to the event of force majeure, the performance of the obligation shall be suspended during the event of force majeure.

2. The party claiming to be affected by the force majeure event shall, as far as practicable, notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with such force majeure events within _________ days after the occurrence of the force majeure event. Appropriate evidence of its duration and written information that the contract cannot be performed or needs to be extended. Claiming a force majeure event causes its performance of this contract to be objectively impossible or impractical, and it is the responsibility of all reasonable efforts to eliminate or mitigate the effects of such force majeure events.

3. When a force majeure event occurs, the parties shall immediately decide how to implement this contract through friendly negotiation. Upon the termination or elimination of the event of force majeure or its effects, the parties shall immediately resume the performance of their respective obligations under this contract. If force majeure and its effects cannot be terminated or eliminated, causing either party to the contract to lose the ability to continue to perform the contract, the parties may negotiate to terminate the contract or temporarily delay the performance of the contract, and the party facing the force majeure shall not be liable for this. If the party is force majeure after the delay in performance, the liability cannot be waived.

4. The term "force majeure" as used in this contract means that the affected party cannot reasonably control it, cannot be expected or even if it is expected to be inevitable and cannot be overcome, and appears after the signing date of this contract, so that the party may Partial performance is objectively impossible or impractical. Such events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war, turmoil, strikes, government actions, or legal requirements.

Article 22 Interpretation of the contract

The unfinished matters or the contents of the terms of this contract are not clear, and the parties to the contract may reasonably interpret the contract in accordance with the principles of this contract, the purpose of the contract, the trading habits and the content of the related terms. This interpretation is binding unless the interpretation is inconsistent with the law or this contract.

Article 23 Supplementary and Attached Files

If the matters not covered in this contract are implemented in accordance with relevant laws and regulations, and the laws and regulations do not stipulate, the parties to A, B and C may reach a written supplementary contract. The subsidiary files and supplementary contracts of this contract are inseparable components of this contract and have the same legal effect as this contract.

Article 24: The validity of the contract

1. This contract shall take effect from the date on which the parties or the legal representatives of the parties or their authorized representatives sign and affix the official seal of the unit or the special seal of the contract.

2. This Agreement is _________ copies, and Party A and Party B each have _________ copies and have the same legal effect.

3. The subsidiary files and supplementary contracts of this contract are inseparable components of this contract and have the same legal effect as this contract.

person A person B:_________

Legal representative: _________ Legal representative: ______

Place of signing: _________ Signing location: _________

_________Year ____________________________________________

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