JOINTVENTURECONTRACTMANUFACTURING.docVIP

JOINT VENTURE CONTRACT between ( [PARTY A] and ( [PARTY B] for the Establishment of ( [NAME OF JV CO] ( _______________, 20__ (__________________ Municipality, Peoples Republic of China  TABLE OF CONTENTS Page No. 1. DEFINITIONS 1 2. PARTIES TO THE CONTRACT 5 3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 6 4. ESTABLISHMENT OF THE COMPANY 8 5. PURPOSES, SCOPE OF BUSINESS AND SCALE OF PRODUCTION OF THE COMPANY 9 6. TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL 10 7. TRANSFER OF INTEREST 12 8. RESPONSIBILITIES OF THE PARTIES 15 9. SITE, BUILDING, UTILITIES AND SITE SERVICES 17 10. PLANT CONSTRUCTION 20 11. LICENSING OF TECHNOLOGY AND TRADEMARKS 20 12. PURCHASE OF MATERIALS 21 13. SALES OF PRODUCTS 21 14. BOARD OF DIRECTORS 21 15. MANAGEMENT ORGANIZATION 27 16. LABOUR MANAGEMENT 29 17. ANNUAL OPERATING PLANS AND BUDGETS 30 18. TAXATION, THREE FUNDS AND PROFIT DISTRIBUTION 31 19. FINANCIAL AFFAIRS AND ACCOUNTING 32 20. BANK ACCOUNTS AND FOREIGN EXCHANGE 35 21. CONFIDENTIALITY AND NON-COMPETITION 35 22. DURATION OF THE COMPANY 36 23. EARLY TERMINATION 37 24. LIQUIDATION AND DISSOLUTION 39 25. LIABILITY FOR BREACH OF CONTRACT 40 26. INSURANCE 41 27. FORCE MAJEURE 41 28. APPLICABLE LAW 42 29. DISPUTE RESOLUTION 42 30. MISCELLANEOUS 43 ANNEXES Annex 1 Articles of Association Annex 2 Technology License Contract SCHEDULES Schedule 1 Contributions of Parties and Terms Thereof Schedule 2 List of Products of the Company Schedule 3 Site Map Schedule 4 Design and Layout Plan of Plant Schedule 5 Schedule of Preferential Tax Treatment and Customs Treatment Schedule 6 Building Lease Contract Schedule 7 Export Agency Contract Schedule 8 Secondment Contract Schedule 9 Site Services Contract Schedule 10 Trademark License Contract Schedule 11 Utilities Supply Contract Optional Attachments: Building Lease Contract Export Agency Contract Labour Contract Land Use Contract Secondment Contract Site Services Contract Trademark Lice