选读-中外合作经营合同范本.doc

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1、选读:中外合作经营合同范本THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE Chapter 17 Liability for Breach of Contract Article 42 Should the cooperative venture company be unable to continue itsoperation or achieve its business purpose due to the fact that one of thecontracting parties fails to fulfil the

2、 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 contract in accordance wit

3、h 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 for the economic lossesc

4、aused 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 party_Yuan, or _% of the contribution starting from

5、the firstmonth after exceeding the time limit. Should the party in breach fail toprovide after _months, _Yuan, or _% of thecontribution 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 the provisions o

6、f 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 liabilities according

7、 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 Majeure Article 46 Sho

8、uld 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 party by tele

9、gram 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 parties shall

10、, 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 Law Article 47 The

11、formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the Peoples Republic of China. Chapter 20 Settlement of Disputes Article 48 Any disputes arising from the execution of, or in connection with, thecontract sh

12、all 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 arbitration in accord

13、ance 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 Language Article 50 The contract shall be written in Chinese and in

14、_. 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 Miscellaneous Article 51 The appendices drawn up in accordance with the principles of thiscontract ar

15、e 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 the Peoples

16、 Republic of China (or its entrustedexamination and approval authority). Article 53 Should notices in connection with any partys rights and obligationsbe sent by either Party A or Party B by telegram or telex, etc., theWritten letter notices shall be also required afterwards. The legaladdresses of Party A and Party B listed in this contract shall be theposting addresses. Article 54 The contract is signed in _, China by the authorizedrepresentatives of both parties on _, 19_. For Party A For Party B (Signature) (Signature)