中外合资经营合同格式(中英)

red by the parties in proportion to their contributions to theregistered capital.

　　Chapter 4 The Purpose, Scope and Scale of Production and Business

　　Article 6

　　The goals of the parties to the joint venture are to enhance economicco-operation technical exchanges, to improve the product quality, developnew products, and gain a competitive position in the world market inquality and price by adopting advanced and appropriate technology andscientific management methods, so as to raise economic results and ensuresatisfactory economic benefits for each investor.

　　(Note: This article shall be written according to the specificsituations in the contract).

　　Article 7

　　The productive and business scope of the joint venture company is toproduce __________ products; provide maintenance service after the sale ofthe products; study and develop new products.

　　(Note: It shall be written in the contract according to the specificconditions).

　　Article 8

　　The production scale of the joint venture company is as follows:

　　1. The production capacity after the joint venture is put intooperation is __________.

　　2. The production scale may be increased up to ____________ with thedevelopment of the production and operation. The product varieties may bedeveloped into ___________.

　　(Note: It shall be written according to the specific situation).

　　Chapter 5 Total Amount of Investment and the Registered Capital

　　Article 9

　　The total amount of investment of the joint venture company is RMB___________ (or a foreign currency agreed upon by both parties).

　　Article 10

　　Investment contributed by the parties is Renminbi __________, whichwill be the registered capital of the joint venture company.

　　Of which: Party A shall pay ____________ Yuan, accounting for__________%; Party B shall pay ___________Yuan, accounting for__________%.

　　Article 11

　　Both Party A and Party B will contribute the following as theirinvestment:

　　Party A: cash __________Yuan

　　machines and equipment __________Yuan

　　premises __________Yuan

　　the right to the use of the site __________Yuan

　　industrial property __________Yuan

　　others __________ Yuan, __________ Yuan in all.

　　Party B: cash __________Yuan

　　machines and equipment __________Yuan

　　industrial property __________Yuan

　　others __________Yuan, __________Yuan in all.

　　(Note: When contributing capital goods or industrial property asinvestment, Party A and Party B shall conclude a separate contract to be apart of this main contract).

　　Article 12

　　The registered capital of the joint venture company shall be paid in___________ installments by Party A and Party B according to theirrespective proportion of their investment.

　　Each installment shall be as follows:

　　(Note: it shall be written according to the concrete conditions).

　　Article 13

　　In case any party to the joint venture intends to assign all or partof his investment subscribed to a third party, consent shall be obtainedfrom the other party to the joint venture, and approval from theexamination and approval authority is required.

　　When one party to the joint venture assigns all or part of hisinvestment, the other party has preemptive right.

　　Chapter 6 Responsibilities of Each Party to the Joint Venture

　　Article 14

　　Party A and Party B shall be respectively responsible for thefollowing matters:

　　Responsibilities of Party A:

　　Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturecompany from relevant departments in charge of China;

　　Processing the application for the right to the use of a site to theauthority in charge of the land;

　　Organizing the design and construction of the premises and otherengineering facilities of the joint venture company;

　　Providing cash, machinery and equipment and premises …… in accordancewith the provisions of Article 11;

　　Assisting Party B to process import customs declaration for themachinery and equipment contributed by Party B as investment and arrangingthe transportation within the Chinese territory;

　　Assisting the joint venture company in purchasing or leasingequipment, materials, raw materials, articles for office use, means oftransportation and communication facilities etc.;

　　Assisting the joint venture company in contacting and settling thefundamental facilities such as water, electricity, transportation etc.;

　　Assisting the joint venture in recruiting Chinese managementpersonnel, technical personnel, workers and other personnel needed;

　　Assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures;

　　Responsible for handling other matters entrusted by the joint venturecompany.

　　Responsibilities of Party B:

　　Providing cash, machinery and equipment, industrial property …… inaccordance with the provisions of Article 11, and responsible for shippingcapital goods such as machinery and equipment etc. contributed asinvestment to a Chinese port;

　　Handling the matters entrusted by the joint venture company, such asselecting and purchasing machinery and equipment outside China, etc.;

　　Providing necessary technical personnel for installing, testing andtrial production of the equipment as well as the technical personnel forproduction and inspecting;

　　Training the technical personnel and workers of the joint venturecompany;

　　In case Party B is the licensor, it shall be responsible for thestable production of qualified products of the joint venture company inthe light of design capacity within the specified period;

　　Responsible for other matters entrusted by the joint venture company.(note: It shall be written according to the specific situation).

　　Chapter 7 Transfer of Technology

　　Article 15

　　Both Party A and Party B agree that a technology transfer agreementshall be signed between the joint venture company and Party B (or a thirdparty) so as to obtain advanced production technology needed for realizingthe production and operation purpose and the production scale specified inChapter 4 of the contract, including product design, manufacturingtechnology, means of testing, materials prescription, standard of qualityand the training of personnel etc.

　　(Note: It shall be written in the contract according to the concreteconditions).

　　Article 16

　　Party B offers the following guarantees on the transfer of technology:

　　(Note: Article applies only when Party B is responsible fortransferring technology to the joint venture company).

　　1. Party B guarantees that the overall technology such as thedesigning, manufacturing technology, technological process, tests andinspection of products (Note: The name of the products shall be written)provided to the joint venture company must be integrated, precise andreliable. It is to meet the requirement of the joint venture's operationpurpose, and be able to obtain the standard of production quality andproduction capacity specified in the contract;

　　2. Party B guarantees that the technology specified in this contractand the technology transfer agreement shall be fully transferred to thejoint venture company, and pledges that the provided technology should betruly advanced among the same type of technology produced by Party B, themodel, specification and quality of the equipment are excellent and it isto meet the requirement of technological operation and practical usage;

　　3. Party B shall work out a detailed list of the provided technologyand technological service at various stages as specified in the technologytransfer agreement to be an appendix to the contract, and guarantee itsperformance;

　　4. The drawings, technological conditions and other detailedinformation are part of the transferred technology and shall be providedon time;

　　5. During the term of the technology transfer agreement, Party B shallprovide the joint venture company with any improvements in the technologyand the improved information and technological materials in time, andshall not charge separate fees;

　　6. Party B shall guarantee that the technical personnel and theworkers in the joint venture company can master all the technologytransferred within the period specified in the technology transferagreement.

　　Article 17

　　In case Party B fails to provide equipment and technology inaccordance with the provisions of this contract and the technologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for compensating the direct losses tothe joint venture company.

　　Article 18

　　The technology transfer fee shall be paid in royalties. The royaltyrate shall be ___________% of the net sales value of the products.The term for royalty payment is the same as the term for thetechnology transfer agreement specified in Article 19 of this contract.

　　Article 19

　　The term for the technology transfer agreement signed by the jointventure company and Party B is ___________ years. After the expiration ofthe technology transfer agreement, the joint venture company shall havethe right to use, research and develop the imported technologycontinuously.

　　(Note: The term for a technology transfer agreement is generally nolonger than 10 years, and it sha

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