Party A: ID card number:
Party B: ID card number:
Party C: ID card number:
Party D: ID card number:
Party E: ID card number:
According to the "Chinese People's Republic of China *** and the State Corporation Law" and the relevant laws and regulations, by the above Five parties through friendly consultation, in line with the voluntary, fair, good faith, the principle of mutual benefit, on the cooperation *** with the development and production of XXXX machinery and equipment to reach the following agreement.
I. Cooperation period
The cooperation period of the five parties is ten years, from XX/XX/20XX to XX/XX/20XX. If the five parties are satisfied with the cooperation, the five parties agreed to continue the cooperation, must sign a separate agency contract, a separate contract when the contract is automatically invalidated.
II. Rights and obligations
1. The company's investment: the initial investment of RMB XX million yuan (cash XX million yuan, XX million yuan of discounted technical information.) The total capital has not reached XX million yuan before the profits are not dividends, the total capital has reached XX million yuan after the profits according to the proportion of shares dividends; to maintain the total capital of XX million yuan to see the development of the situation and then the proportion of capital increase.
2. Composition of shares:
Party A invested RMB XX million in cash, accounting for XX% of the total shares
Party B invested RMB XX million in cash, accounting for XX% of the total shares
Party C invested RMB XX million in cash, plus XX million yuan of discounted value of the technical information, accounting for XX% of the total shares
Party D invested RMB XX million in cash, accounting for XX% of the total shares
Party D invested RMB XX million in cash, accounting for XX% of the total shares. Party E invested RMB XX million in cash, accounting for XX% of the total shares
Party E invested RMB XX million in cash, accounting for XX% of the total shares
3. Party C will provide the technical information for the research and development and production of XX machinery in the early stage and will be responsible for the installation and debugging of the machinery and other technical matters, and Party A, Party B, Party D, and Party E will be responsible for the cooperation. The development of other models by the market to buy prototypes, and then by the C party is responsible for providing technical support based on its work experience, the five parties **** with the negotiation of the development of new models.
4. All expenses incurred in the process of production and sales recognized by the five parties will be deducted from the total profit derived from the operation.
5. During the period of cooperation, either party shall not unilaterally withdraw or transfer the technical information purchased and developed by the company *** with to other parties directly or indirectly for any reason.
III. Data management
In the shareholders' funds before the full account, the drawing data by the Party to coordinate the management of all the funds after the full account, the drawing data of the shareholders manpower a.
The company will not be able to provide any information to the shareholders, and will not be able to provide any information to the shareholders.
IV. Management
All production, operation by the cooperation of the five parties *** with the consultation reached *** knowledge by the Party arrangements for the implementation of the management team's powers, resolution procedures by all shareholders to vote, the minority submits to the majority, the management team disputes in the final by the Party decision-making arrangements for the implementation of the shareholders' family members do not participate in the management of the decision-making.
V. Confidentiality provisions
The company's production, operation involved in drawings, related documents, sales plans, price policy and market strategy are valuable trade secrets, the five parties to ensure that they do not disclose these trade secrets, and not for purposes other than those provided for in this contract and the use of these secrets, cooperation between the five parties on any one side can not be disclosed to the outside of the other parties unfavorable information.
VI. Handling of breach of contract
1. If either party breaches this contract, the other shareholders may, at any time thereafter, give written notice to the breaching party, who shall give a written reply within 15 days, and if the breaching party fails to reply within 15 days of the giving of such notice, the abiding party shall have the right to demand damages from the breaching party in accordance with the law.
2. During the period of cooperation, any party in breach of contract shall be required to compensate the contracting party RMB XX million, and depending on the severity of the case, the contracting party reserves the right to pursue the full responsibility of the breaching party by legal means.
VII. Dispute resolution
1. In the event of a dispute, the joint venture parties shall endeavor to resolve the dispute through negotiation or mediation by a third party. In the event that the three parties fail to reach a *** understanding, the dispute may be submitted to arbitration by a state arbitration institution or other arbitration institution agreed by the three parties. (Dongguan Municipal People's Court)
2. The arbitration award is final and binding on all parties to the joint venture.
3. The cost of arbitration shall be borne by the losing party or awarded by the award.
VIII. Financial system
The establishment of independent five books of income and expenditure account book, manually a book, and at the end of each month statistics of the five parties to reconcile the accounts, transparent business operation details, to accept each other's supervision. (In November 15, 2010, five parties each out of XX million yuan trial production funds must be accounted for, prototype stability test OK date within 10 days of the shareholders of the funds must be accounted for, all the funds to the independent account of the five parties **** with the management)
IX. Integrity of the terms
1. Cooperation of the five parties have acknowledged that they have read this contract, and agree: this contract is agreed to all records, and has replaced all previous oral or written agreements, letters of intent and proposals. This Contract may not be altered without a written amendment by all five parties.
2. Annexes to the contract are an integral part of the contract and have the same effect as the body of the contract.
X. Modification of the contract
In the course of fulfillment of the contract, if one of the parties think it is necessary to modify, it is necessary to put forward a written proposal for modification and the reasons to the other shareholders,
the three parties can only be modified after consultation and agreement, and form an annex to the contract. If the five parties do not reach a new modification, the original contract continues to be effective.
XI. Force Majeure
1. In case of force majeure and unexpected objective accidents such as war, flood, fire, earthquake, etc., which will affect the normal fulfillment of the contract in the course of the execution of the contract, the party affected by the force majeure shall notify the other shareholders of the accident as soon as possible, and submit to all the shareholders as soon as possible for confirmation the certificates issued by the relevant authorities.
2. The five parties shall as soon as possible negotiate the further execution of this contract in light of the impact of this force majeure incident.
3. The party affected by the force majeure shall not be liable for any failure in the normal performance of the contract due to the force majeure.
4. Due to force majeure caused by any shareholder can no longer participate in the production and management, the five parties can be negotiated by their immediate family members to take over to continue the performance of the contract.
XII. Effective
This contract shall come into effect on the date of signature by the five parties.
This contract is in three copies, one for each of the three parties, with the same legal effect.
Party A (signature): Party B (signature): Party C (signature):
Month, day, year
Party D (signature): Party E (signature):
Month, day
Year, month, year