法律英语：中英文中外合资经营企业股东协议-法律英语

1、法律英语：中英文:中外合资经营企业股东协议-法律英语中英文:中外合资经营企业股东协议1234下一页 1234下一页 中英文:中外合资经营企业股东协议in the sale of such Products in various parts of the world; WHEREAS， Y has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing technical assistance for manufacturing such

2、 PRODUCTS.WHEREAS， X and Y are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularlydescribed; andWHEREAS， X and Y are desirous that said new company will obtain technical assistance from Y for manufacturi

3、ng such PRODUCTS and Y is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of 上一页1234下一页 上一页1234下一页 中英文:中外合资经营企业股东协议h from time and time thelimits of authority of the General Manager and other officers ofFCAM as well as the powers of attorney to repres

4、ent FCAM in the understanding that all cheques， bills of exchange， promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM， provided that one of them shal

5、l be the GeneralManager， the Administrative and Finance Manager， the Commercial Manager or the Manufacturing Manager， and otheshall be the Accounting Manager， thegeneral Accountant， the Comptroller or other officer reporting to theAccounting Manager i n order that such cheques， ets.， can be valid an

6、d binding on FCAM.CLAUSE 6. TRANSFER OF PERSOFCAMEL:6.1 In addition to those personnel to be appointed as members of the Board of Directorsf FCAM， both partieshereto agree to transfer， if and to the extent mutually agreed uponas necessary or desirable， their respective employees to FCAM to staff key

7、 positionsofcorporaterganization of FCAM. It is contemplated by both parties hereto that_ will staff the positions of Ac-counting Manager andufacturing Manager as well as appoint Assistant Manager formarketing and_ will staff the positions of General Manager， Commercial Manager andGeneral Administra

8、tion and Finance Manager. During temporary absences of the General Manager， the overall administration of FCAM shall be entrusted to the Accounting Manager or anufacturing Mamager as_ shall have designated. 6.2 Salaries， including allowances for such personnel transfer either from X or Y shall be pa

9、id by Nn during the period such personnel work for FCAM， and costs and expenses incurred for transfering such personnel，including the expense for traveling between _ and Mexico， shall be paid or reimbursed by FCAM toX or to Y， as the case may be， to such extent as mutually agreed by both parties her

10、eto. Payment or reimbursement to Y shall be made in United States of America dollars.6.3 Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion of FCAM.6.4 Both parties hereto agree that to insure efficient an

11、d well coordinated management of FCAM， the Board of Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM， to jointly review and discuss the more important matters related to their respective areas and the General Manager shall re-port to

12、 the Board of Directors or request its advise on matters of policy and also onthose policy matters where a concurrence of opinion is not reached among the key Managers.CLAUSE 7. SALE OF MACHINERYBoth parties hereto agree， and shall cause FCAM to agree， that Y will sell to FCAM andFCAM will buy from

13、Y through all the specialized machinery which shall be determined by tualconsultation between Y and FCAM for the effective utilization of the technical knowhow furnished by Y to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual ag

14、reement between both par-ties hereto. It is understood and agreed that Y shall not be required to furnish the technicalnformation to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.CLAUSE 8. COOPERATION OF BOTH PA

15、RTIES:8.1 Upon reasonable request of FCAM， Y as the joint venture partner， agrees to rendercooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by Y.8.2 Upon reasonable request of FCAM and under such terms and conditions a

16、s shall be then mutually agreed upon in writing or otherwise， Y or X as the case may be ，agrees to render cooperatin to FCAM as much as practicably possible， by giving advice， information and assistance or by making available the services of their staff personnel， or in any other manner the party re

17、ndering the cooperation deems fit on the following matters， itbeing understood however that Y as the joint eventure partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and X shall primarilyrender cooperation to FCAM on the matters of B group:A.

18、(1)Acquisition of import licenses for machinery， components and materials;(2) Recruiting and employment of workers;(3) Settlement of labor disputes;(4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force; acquisition of licenses， in

19、centives， permissions and authorizations from the authorities of the Mexican Government;(5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;(6) Negotiations with the authorities of the Mexican Government and(7) Suits or any other legal actions with third parties instituted

20、 by or against FCAM;(8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.B. (1) Marketing of PRODUCTS. market research and product planning; so as to achieve the business targetsfrom time to

21、time established by “FCAM”.(2) Preparation of advertising and marketing aids relating to PRODUCTS;(3) Purchase of components and materials;(4) Acquisition of licenses， permissions of third parties under such third parties，patents or otherindustrial property rights;(5) Accounting and financial analys

22、is， cost calculations;(6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement， to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions. 8.3 Nothing set forth in 8.1 or 8.2 above shall be co

23、nstrued or interpreted to require either party hereto to be responsible， jointly or severally with FCAM， for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof)， or to require either party r

24、endering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely byFCAM). It is also under stood that upon request of X or Y， actual costs and expenses previously agreed upon by FCAM and i

25、ncurred for rendering said cooperation shall be paid orreimbursed by FCAM to X and as the case maybe. Payment or reimbur sement to _shall be made in United States of American dollars.CLAUSE9. TERM TERMINATION: 9.1 This Agreement shall become effective as of the date that the last governmental referr

26、ed to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both X and Y continue to be shareholders of FCAM. 9.2 This Agreement shall terminate upon the occurrence of

27、any of the following events:(1) The sale or other disposition by X on the one hand， or by Y on the other hand， of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM， so that no shares of FCAM are owned by Y on the one hand

28、， or _ on the other hand;(2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty(30) calendar day period; or upon assignment of all or substantially all of FCAMs properties fo

29、r the benefit of creditors；or upon theappointment of a receiver or trustee to take charge of all or substantially all of FCAMs properties; or upon the voluntary or involuntary dissolution of FCAM;(3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM;(4) A

30、ny of the events described in 2) above shall have occurred with respect to Y in stead of FCAM (5) Termination of this Agreement by X pursuant to the provision of 9.4 hereof; or (6) Termination of this Agreement by Y pursuant to the provision of 9.4 hereof; or (7) If either or both of the Trademark L

31、icense Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.9.3 If and when the law of Mexico shall no longer permit Y to own at least forty-nine percent (49%) less 3 shares of

32、 this issued and out standing capital stock of FCAM， or upon termination or non-renewal for any reasonor due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s)， if any， be cocluded， between FCAM and Y and/or termination in advance of the Tec

33、hnical Assistance Agreement and/or additional technical assistance agreement(s)， if any， to be concluded between FCAM and Y X may， at its option， terminate this Agreement at any time upon at least ninety (90) calendar days prior written notice to Y. 9.4 Either party hereto shall have the right to te

34、rminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect， and such breach or default shall not b

35、e cured within ninety (90) calendar上一页1234下一页 上一页1234下一页 中英文:中外合资经营企业股东协议days after written notice specifying the nature of such breach has been given to the defaulting party， provided， however， that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circum

36、stances beyond the controlof the defaulting party， such as acts of God， acts or omissions of any Government or agencies thereof， compliance with request， rules， regulations or orders of any overnmental authority， fire， storm. flood， earthquake， acts of the public enemy， war， rebellion， insurrection，

37、 riot sabotage， invasion， quarantine restrction， strike， lock out， and transportation embargo or failure or delay in transportation， shall be excluded in determining the applicable time period， but due diligence shall be used by the defaulting party in curing any such default. Such termination shall

38、 be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure ordelay on the part of any party to exercise its rights of termination of this Agreement forany one or more breaches or defaults by the other party shall be construed to prejudice

39、itsrights of termination of any other or subsequent breaches or defaults.9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof， then， X shall be deemmed to have offered all the shares of FCAM then owned by Y for sale to X pursuant to the applicable provisions of the Articles of

40、 In corporation of FCAM.9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntaryissolution of FCAM)， both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expedi

41、tiously as possible.9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM， any monetary liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further， in the event that the selling party ha