中外合作經(jīng)營合同范本

1、對 外 加 工 貿(mào) 易 - 中 外 合 作 經(jīng) 營 合 同 范 本 ( 3 )THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTUREChapter 17 Liability for Breach of ContractArticle 42 Should the cooperative venture company be unable to continue itsoperation or achieve its business purpose due to the fact that one of thecontracting par

2、ties fails to fulfil the obligations prescribed by thecontract and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. The other party shall have theright to terminate the co

3、ntract in accordance with the provisions of thecontract after approval by the original examination and approvalauthority, and to claim damages. In case Party A and Party B of thecooperative venture company agree to continue the operation, the party whofails to fulfil its obligations shall be liable

4、for the economic lossescaused thereby to the joint venture company.Article 43 Should either Party A or Party B fail to provide on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other partyYuan, or % of the contri

5、bution starting from thefirstmonth after exceeding the time limit. Should the party in breach fail toprovide after months, Yuan, or % ofthecontribution shall be paid to the other party, who shall have the right toterminate the contract and to claim damages from the party in breach inaccordance with

6、the provisions of Article 42 of the contract.Article 44 Should all or part of the contract and its appendices be unable to befulfilled owing to the fault of one party, the party in breach shall bearthe liability therefor. Should it be the fault of both parties, they shallbear their respective liabil

7、ities according to the actual situation.Article 45 In order to guarantee the performance of the contract and itsappendices, both Party A and Party B shall provide each other with bankguarantees for performance of the contract within days after thecontract comes into force.Chapter 18 Force MajeureArt

8、icle 46 Should either of the parties to the contract be prevented fromexecuting the contract by force majeure, such as earthquake, typhoon,flood, fire, war or other unforeseen events, and their occurrence andconsequences are unpreventable and unavoidable, the prevented party shallnotify the other pa

9、rty by telegram without any delay, and within 15 daysthereafter provide detailed information of the events and a valid documentfor evidence issued by the relevant public notary organization explainingthe reason of its inability to execute or delay the execution of all orpart of the contract. Both pa

10、rties shall, through consultations, decidewhether to terminate the contract or to exempt part of the obligations forimplementation of the contract or whether to delay the execution of thecontract according to the effects of the events on the performance of thecontract.Chapter 19 Applicable LawArticl

11、e 47 The formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the People'' s Republic of China.Chapter 20 Settlement of DisputesArticle 48 Any disputes arising from the execution of, or in connection wi

12、th, thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be reached through consultations, thedisputes shall be submitted to the Foreign Economic and Trade ArbitrationCommission of the China Council for the Promotion of International Tradefor arb

13、itration in accordance with its rules of procedure. The arbitralaward is final and binding upon both parties.Article 49 During the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.Chapter 21 LanguageArticle 50 The contract shall be written in

14、Chinese and in . Bothlanguage versions are equally authentic. In the event of any discrepancybetween the two aforementioned versions, the Chinese version shallprevail.Chapter 22 Effectiveness of the Contract and MiscellaneousArticle 51 The appendices drawn up in accordance with the principles of thi

15、scontract are integral parts of this contract, including: the projectagreement, the technology transfer agreement, the sales agreement etc.Article 52 The contract and its appendices shall come into force commencing fromthe date of approval of the Ministry of Foreign Trade and EconomicCooperation of

16、the People '' s Republic of China (or its entrustedexamination and approval authority).Article 53 Should notices in connection with any party'' s rightsand obligationsbe sent by either Party A or Party B by telegram or telex, etc., theWritten letter notices shall be also required aft