中外合资企业合同英文版
EQUITY JOINT VENTURE CONTRACT BETWEEN 【】 AND 【】 FOR THE ESTABLISHMENT OF
【】 CO., LTD.
【】August 2008 TABLE OF CONTENTS PRELIMINARY STATEMENT ......................................................................................................................... 4 ARTICLE 1 PARTIES TO THE CONTRACT .......................................................................................... 4 1.1 PARTIES .................................................................................................................................................... 4 ARTICLE 2 DEFINITIONS ......................................................................................................................... 4 2.1 DEFINITIONS ............................................................................................................................................. 4 ARTICLE 3 ESTABLISHMENT AND LEGAL FORM OF THE JV COMPANY ................................ 5 3.1 ESTABLISHMENT OF THE JV COMPANY ..................................................................................................... 5 3.2 NAME AND ADDRESS OF THE JV COMPANY .............................................................................................. 6 3.3 LEGAL FORM............................................................................................................................................. 6 3.4 LAWS AND DECREES ................................................................................................................................. 6
ARTICLE 4 PURPOSE AND SCOPE OF BUSINESS .............................................................................. 6 4.1 PURPOSE OF THE JV COMPANY ................................................................................................................. 6 4.2 SCOPE OF BUSINESS OF THE JV COMPANY ................................................................................................ 6
ARTICLE 5 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL ......................... 6 5.1 TOTAL INVESTMENT ................................................................................................................................. 6 5.2 REGISTERED CAPITAL ............................................................................................................................... 6 5.3 CAPITAL CONTRIBUTION ........................................................................................................................... 6 5.4 CAPITAL VERIFICATION ............................................................................................................................ 7 5.5 INCREASE OR ADJUSTMENT OF TOTAL INVESTMENT AND/OR REGISTERED CAPITAL ................................ 7 5.6 ASSIGNMENT OF EQUITY INTERESTS ......................................................................................................... 7 5.7 ENCUMBRANCE ON EQUITY RIGHTS .......................................................................................................... 8 5.8 FINANCING ................................................................................................................................................ 8
ARTICLE 6 RESPONSIBILITIES OF THE PARTIES ............................................................................ 9 6.1 RESPONSIBILITIES AND RIGHTS OF PARTY A ............................................................................................. 9 6.2 RESPONSIBILITIES AND RIGHTS OF PARTY B ............................................................................................. 9
ARTICLE 7 REPRESENTATIONS AND WARRANTIES, INDEMNITY ........................................... 10 7.1 REPRESENTATIONS AND WARRANTIES OF PARTY A................................................................................ 10 7.2 REPRESENTATIONS AND WARRANTIES OF PARTY B ................................................................................ 10 7.3 INDEMNITY ............................................................................................................................................. 11
ARTICLE 8 BOARD OF DIRECTORS .................................................................................................... 11 8.1 FORMATION OF THE BOARD OF DIRECTORS ............................................................................................ 11 8.2 INDEMNIFICATION OF DIRECTORS ........................................................................................................... 12 8.3 MEETINGS OF THE BOARD ....................................................................................................................... 12 8.4 POWERS OF THE BOARD .......................................................................................................................... 13 8.5 WRITTEN RESOLUTIONS .......................................................................................................................... 15
中外合作经营合同格式(英文)5篇
中外合作经营合同格式(英文)5篇篇1COOPERATION AND MANAGEMENT CONTRACTThis Cooperation and Management Contract (hereinafter referred to as the "Contract") is made and entered into by and between the parties listed below on [insert date]:Party A: [Name of Company A in English]Party B: [Name of Company B in English]PREAMBLEIn accordance with the principles of mutual respect, equality, mutual benefit and cooperation, the parties agree to jointly embark on this cooperative venture in accordance with the terms and conditions stipulated in this Contract.ARTICLE 1: SCOPE OF COOPERATIONThe parties agree to jointly carry out business operations in the field of [specify business field or industry].ARTICLE 2: REGISTERED CAPITAL AND SHAREHOLDING STRUCTUREThe total registered capital of the joint venture shall be an amount of ____. Party A shall contribute ___% while Party B shall contribute ___% of the total registered capital. The specific details shall be recorded in the joint venture company's Articles of Association.ARTICLE 3: BUSINESS OPERATIONS AND MANAGEMENTThe joint venture shall be managed according to the principles of economic democracy with the director-general in charge of daily operations and major decisions to be made by both parties.ARTICLE 4: PROFITS DISTRIBUTION AND RISK SHARINGProfits shall be distributed and risks shared based on the parties' respective shareholding structure. Details of profits distribution and risk sharing mechanisms shall be clearly stated in the company's financial regulations.ARTICLE 5: CONTRACT PERIOD AND TERMINATIONThe contract shall be valid for a period of __ years from the date of signing. Both parties may terminate the contract before its expiry if there is mutual consent or if any material breachoccurs by either party. Contract termination procedures shall be clearly defined in the contract.ARTICLE 6: INTELLECTUAL PROPERTYAll intellectual property rights arising from the joint venture's operations shall be owned by the joint venture company unless otherwise agreed by both parties. The parties shall also ensure that any technology, know-how or other intellectual property rights used in the joint venture are properly licensed or transferred.ARTICLE 7: CONFIDENTIALITY AND NON-COMPETITIONBoth parties shall maintain confidentiality of all confidential information related to the joint venture and shall not engage in any activities that are in competition with the joint venture during the term of this contract and for a reasonable period after its termination.ARTICLE 8: FORCE MAJEUREIn case of any event of force majeure resulting in inability to perform contractual obligations, the affected party shall promptly notify the other party and shall take reasonable measures to mitigate its effects. The period for performance of contractual obligations shall be extended accordingly.ARTICLE 9: DISPUTE RESOLUTIONAny dispute arising from or in connection with this Contract shall be settled through friendly consultation between both parties. If no settlement can be reached, such disputes may be submitted to [specify arbitration institution or court] for arbitration/settlement according to their rules. The arbitration/settlement award shall be final and binding on both parties.篇2Sino-Foreign Cooperative Operation ContractContract No. [填写合同编号]Date of Contract: [填写签订日期]BETWEEN:[中方公司/个人名称]（Party A）and[外方公司/个人名称]（Party B）1. RECITALS:Considering mutual advantages and through friendly consultation, Party A and Party B agree to jointly establish a cooperative business venture in the field of [描述合作领域].2. CONTRACT OBJECTIVE:To establish a cooperative business operation in the field of [具体业务或产品], for mutual benefits and development.3. TERM OF CONTRACT:The term of this Contract shall be [起始日期] to [终止日期], unless otherwise agreed upon by both parties.4. SCOPE OF COOPERATION:- [具体合作内容或业务范围]（详细说明双方合作的业务内容和具体项目）.- Expected profits and losses shall be shared by both parties in accordance with the agreed ratio.5. INVESTMENT AND OWNERSHIP:- Party A shall contribute [投资金额] in the form of [投资形式]（如现金、设备、技术等）.- Party B shall contribute [投资金额] in the form of [投资形式]（如现金、技术、品牌等）.- The ownership structure and management rights shall be clearly defined and agreed upon by both parties.6. MANAGEMENT AND OPERATION:- The cooperative enterprise shall be managed by a joint management committee consisting of representatives from both parties.- Decision making on major matters such as strategic planning, capital allocation, and personnel appointments shall require the approval of both parties.7. PROFIT DISTRIBUTION AND RISK SHARING:- Profits shall be distributed in accordance with the agreed ratio between Party A and Party B.- In case of losses, both parties shall share the risks in accordance with their respective investments.8. CONTRACT AMENDMENT AND TERMINATION:- Any amendment to this Contract must be approved by both parties in writing.- This Contract may be terminated upon mutual agreement or in case of breach by either party.9. INTELLECTUAL PROPERTY:- All intellectual property rights arising from the cooperative projects shall be owned by both parties jointly, unless otherwise agreed.10. GOVERNING LAW AND ARBITRATION:- This Contract shall be governed by the laws of [相关国家/地区].- Any dispute arising from this Contract shall be settled through friendly negotiation or arbitration in accordance with the laws specified above.11. MISCELLANEOUS:- Both parties shall strictly observe the confidentiality of this Contract and its contents.- This Contract is made in both Chinese and English, with equal validity. The Chinese version shall prevail in case of any discrepancies between the two versions.IN WITNESS WHEREOF, Party A and Party B have signed this Contract with their respective authorized representatives on the date specified above._____________________________ （Authorized Representative of Party A）（签字）_____________________________ （Date）_____________________________ （Authorized Representative of Party B）（签字）（Date）注：本合同仅为样本，实际合同应根据具体情况进行调整和完善。
有关中外合作经营合同范本格式(英文)7篇
有关中外合作经营合同范本格式(英文)7篇篇1Sino-Foreign Cooperative Management ContractPreamble:Considering the desire of both parties to engage in cooperative business activities in the field of [specify business field], and with mutual respect for each party's strengths and capabilities, they hereby establish this contract to set forth their cooperative terms and conditions.Article 1: Contract ObjectiveThe objective of this Contract is to establish a Sino-Foreign cooperative management enterprise to carry out business activities in the field of [specify business field].Article 2: Cooperation TermThe term of this cooperation shall be [specify duration]. Upon expiration of the term, the cooperation shall beautomatically terminated unless otherwise agreed by both parties.Article 3: Investment and Capital Contribution3.1 The Chinese Party shall contribute [specify amount] as capital contribution, which shall be valued in the capital structure of the enterprise accordingly.3.2 The Foreign Party shall contribute [specify amount] as cash, technology, or other forms of capital contribution, which shall be valued in the capital structure of the enterprise accordingly.Article 4: Management StructureThe enterprise shall establish a board of directors composed of representatives from both parties. The board shall be responsible for making major decisions and overseeing the management of the enterprise.Article 5: Operation and ManagementThe enterprise shall be operated and managed in accordance with the laws and regulations of the People's Republic of China. The daily management shall be carried out by a professional management team appointed by both parties.Article 6: Profit Distribution and Risk Sharing6.1 Profits earned by the enterprise shall be distributed according to the ratio of capital contribution by both parties.6.2 Risks associated with the operation of the enterprise shall be shared by both parties in proportion to their respective capital contributions.Article 7: Intellectual Property RightsAll intellectual property rights arising from the cooperative projects shall be owned by the enterprise or as otherwise agreed by both parties.Article 8: Contract Modification and TerminationAny modification or termination of this Contract must be agreed upon by both parties in writing. Upon termination, all assets and liabilities of the enterprise shall be disposed in accordance with laws and regulations.Article 9: Miscellanea9.1 Both parties shall comply with all applicable laws and regulations of China in connection with their activities under this Contract.篇2Sino-Foreign Cooperative Business Contract TemplateThis Contract is made by and between:[Chinese Party Name] and [Foreign Party Name]In accordance with the laws of the People's Republic of China on Sino-Foreign Cooperative Enterprises, both parties, through friendly negotiation, agree to jointly establish a cooperative business enterprise under the terms and conditions stipulated below:Article 1: ObjectiveThe objective of this contract is to establish a long-term cooperative business relationship between the parties to engage in the production and sale of [specify business activity] in order to achieve mutual benefits and progress.Article 2: Name and Location of EnterpriseThe name of the cooperative enterprise shall be [Name of Cooperative Enterprise]. The enterprise shall be located at [Address].Article 3: Scope of BusinessThe cooperative enterprise shall primarily engage in [describe the scope of business activities]. The enterprise may also engage in other production and business activities that are related to its main scope and approved by the审批机关.Article 4: Investment1. The Chinese Party shall contribute land, buildings, and other fixed assets as capital. The foreign party shall contribute cash, machinery, equipment, industrial property rights, and other assets as capital.2. The total investment of the enterprise shall be [specify amount] with the Chinese Party contributing [specify percentage]% and the foreign party contributing [specify percentage]%.3. The parties shall make contributions within [specify timeline] from the date of approval of this contract.Article 5: Management Structure1. The board of directors shall be the highestdecision-making body of the enterprise. It shall be comprised of [number] directors, with [specify the breakdown of directors from each party].2. The board shall appoint a general manager who shall be responsible for the daily management of the enterprise.3. The board may adopt measures to improve efficiency and profitability as per enterprise needs.Article 6: Operation and ManagementThe enterprise shall operate in accordance with laws and regulations of China and this contract. Both parties shall provide necessary technical support and management expertise to ensure smooth operation.Article 7: Profit DistributionAfter-tax profits shall be distributed as follows: [specify profit distribution arrangement between parties]. Any reinvestment in the enterprise shall be agreed upon by both parties.Article 8: Risk SharingBoth parties shall share risks in accordance with their respective contributions to capital. In case of losses, they shall bear losses in proportion to their respective shares in the capital.Article 9: Contract Duration and Termination1. This contract shall be valid for a period of [specify duration]. Upon expiration, it may be renewed upon mutual agreement.2. The contract may be terminated early under certain circumstances specified in this contract or by mutual consent.Article 10: Dispute ResolutionAny disputes arising from or in connection with this contract shall be resolved through friendly negotiation. If negotiation fails, either party may submit the dispute to [specify dispute resolution mechanism, such as arbitration or litigation].Article 11: Others1. This contract shall be made in both Chinese and [foreign language] versions, with equal validity.2. Any amendments or supplements to this contract must be approved by both parties in writing.3. This contract shall be subject to the laws of the People's Republic of China.4. This contract becomes effective upon approval by the relevant authorities and signing by both parties.In witness thereof, the representatives of both parties have signed this contract below:篇3Sino-Foreign Cooperative Joint Venture ContractThis Sino-Foreign Cooperative Joint Venture Contract (hereinafter referred to as the "Contract") is made and executed on [Date] by and between [Chinese Party Name] (hereinafter referred to as "Party A") and [Foreign Party Name] (hereinafter referred to as "Party B").Article 1: Contract ObjectiveArticle 2: Formation of the EnterpriseThe Enterprise shall be established under the principles of equality and mutual benefit, in accordance with the laws and regulations of the People's Republic of China.Article 3: Registered CapitalThe registered capital of the Enterprise is [specify amount in a suitable currency format]. Party A and Party B shall contribute their respective shares of capital according to the following schedule:[Detailed Schedule of Capital Contribution]Article 4: Scope of BusinessThe scope of business of the Enterprise includes [specify business activities]. The Enterprise shall conduct its business activities within the scope authorized by the relevant authorities.Article 5: Management StructureThe Enterprise shall establish a board of directors consisting of representatives from both Party A and Party B. The board shall be responsible for major decisions and oversight of the management team.Article 6: Technical CooperationParty B shall provide technical support and expertise to the Enterprise. Both parties shall work together to improve technological levels, research and develop new products, and enhance efficiency.Article 7: Operation and ManagementThe operation and management of the Enterprise shall be conducted in accordance with sound management practices, ensuring transparency and fairness in decision-making. Bothparties shall work together to achieve the best interests of the Enterprise.Article 8: Financial AffairsThe financial affairs of the Enterprise shall be managed separately from those of Party A and Party B. All financial statements and audits shall be conducted in accordance with Chinese laws and regulations.Article 9: Risk Management and LiabilityBoth parties shall bear their respective risks in operating the Enterprise. In case of any losses incurred by the Enterprise, Party A and Party B shall bear their respective liabilities according to their shareholding ratio.Article 10: Contract Duration and TerminationThis Contract shall be valid for a period of [specify duration]. Upon expiration, it may be renewed upon mutual agreement. The Contract may be terminated under certain circumstances specified in Article [specify number].Article 11: Dispute ResolutionAny disputes arising from or in connection with this Contract shall be resolved through friendly negotiations between bothparties. If no settlement can be reached, the dispute shall be submitted to [specify arbitration institution or court] for arbitration/settlement in accordance with its rules.Article 12:Miscellaneous(a) This Contract shall be binding on both parties and shall be implemented in good faith.(b) Any amendments or modifications to this Contract must be agreed upon by both parties in writing.(c) This Contract is made in both Chinese and English, with equal validity. In case of any discrepancies, the Chinese version shall prevail.(d) Any provisions not covered in this Contract shall be governed by the laws and regulations of the People's Republic of China.(e) This Contract is effective as of the date of signing by both parties.篇4Sino-Foreign Cooperative Joint Venture ContractThis Sino-Foreign Cooperative Joint Venture Contract (hereinafter referred to as the "Contract") is made and executed on [Date] by and between [Chinese Party Name] (hereinafter referred to as "Party A") and [Foreign Party Name] (hereinafter referred to as "Party B").Article 1: Contract ObjectiveThe objective of this Contract is to establish a Sino-Foreign cooperative joint venture enterprise, which will be engaged in the business of [specify business activities].Article 2: Establishment of the Joint Venture1. The joint venture shall be established under the name of "[Joint Venture Name]").2. The registered office of the joint venture shall be located at [Address].Article 3: Investment and Ownership1. Party A shall contribute [specify investment amount] to the joint venture, while Party B shall contribute [specify investment amount].2. Ownership percentages in the joint venture shall be [specify ownership percentages].Article 4: Management Structure1. The board of directors shall be comprised of [number] members, with [number] appointed by Party A and [number] appointed by Party B.2. The chairman of the board shall be appointed by [specify party].3. The joint venture shall have a management committee responsible for daily operations.Article 5: Operation and Management1. The joint venture shall operate in accordance with the laws and regulations of [specify country/region].2. The financial year of the joint venture shall be from [specify start date] to [specify end date].3. All major decisions, including investment plans, shall be approved by both parties.Article 6: Profit Distribution and Risk Sharing1. Profits shall be distributed in accordance with ownership percentages.2. In case of losses, the joint venture shall bear risks in proportion to its ownership.Article 7: Contract Duration and Termination1. The duration of this Contract shall be [specify duration].2. Either party may propose termination of the Contract upon mutual agreement or in accordance with laws and regulations.Article 8: Intellectual Property Rights1. All intellectual property rights generated during the operation of the joint venture shall belong to the joint venture.2. Each party shall be responsible for protecting the other party's intellectual property rights.Article 9: ConfidentialityBoth parties shall keep confidential all information related to the joint venture that is not publicly available.Article 10: Force MajeureIn case of force majeure events, both parties shall strive to resolve issues and minimize losses.Article 11: Dispute ResolutionAny disputes arising from this Contract shall be resolved through friendly negotiation. If no settlement can be reached, the dispute may be submitted to [specify dispute resolution mechanism].Article 12: Miscellaneous1. This Contract shall be executed in [number] originals, with each party holding an equal number of originals.2. Any amendments to this Contract must be approved by both parties in writing.3. This Contract is made in both Chinese and [specify other language], with equal legal effect.4. This Contract shall be governed by the laws of [specify country/region].IN WITNESS WHEREOF, the parties have executed this Contract on the dates specified below:篇5Sino-Foreign Cooperative Joint Venture ContractPreamble:The parties, recognizing the mutual benefits of combining their respective resources, expertise, and market opportunities, agree to establish a cooperative joint venture for the purpose of engaging in [specify business activity].Article 1: Establishment of Joint VentureThe parties hereby establish a joint venture named [Joint Venture Company Name] for the purpose of [specific business activities or goals]. The registered capital of the joint venture shall be divided into shares held by the parties in accordance with Article 3 hereof.Article 2: Objectives of Joint VentureThe primary objectives of the joint venture are to [list objectives, such as promote technological exchange, develop new products, expand market share, etc.].Article 3: Investment and Ownership1. Company A shall contribute [specify contribution from Company A] as its investment.2. Company B shall contribute [specify contribution from Company B] as its investment.3. Upon contribution of investments, the ownership shares of the parties in the joint venture shall be as follows: [specify ownership shares].Article 4: Management Structure1. The joint venture shall establish a board of directors comprising of representatives from both parties.2. The board shall appoint a chief executive who shall be responsible for the day-to-day management of the joint venture.3. Other management positions and responsibilities shall be determined by the board of directors.Article 5: Operation and ManagementThe joint venture shall be operated in accordance with laws and regulations of the host country while respecting the rights and interests of both parties. Both parties shall jointly make decisions on major issues such as business plans, investment strategies, etc.Article 6: Profit Distribution and Risk SharingProfits and losses shall be distributed and shared by the parties in proportion to their ownership shares in the joint venture.Article 7: Intellectual PropertyAll intellectual property rights arising from the joint venture shall be owned by the joint venture or owned jointly by the parties in proportion to their ownership shares. The use and transfer of such intellectual property shall be governed by separate agreements between the parties.Article 8: Term of Joint VentureThe term of the joint venture shall be [specify term], unless terminated earlier by mutual consent or in accordance with laws and regulations.Article 9: Termination and LiquidationIn case of termination of the joint venture, all assets and liabilities shall be liquidated in accordance with laws and regulations. The remaining assets, after settlement of all liabilities, shall be distributed to the parties in proportion to their ownership shares.Article 10: Miscellanea1. This Contract shall be binding on and enforceable against the parties and their legal representatives, successors, and assigns.2. Any amendment to this Contract must be made in writing and approved by both parties.3. Any disputes arising from or in connection with this Contract shall be settled through friendly negotiation. If no settlement can be reached, either party may submit the dispute to [specify dispute resolution mechanism].4. This Contract is made in both English and [specify other language] versions, with equal legal effects. In case of any discrepancies between the two versions, the English version shall prevail.5. This Contract shall be subject to laws of [specify applicable law].6. This Contract is effective as of the date of last signature below.SIGNED AND APPROVED BY BOTH PARTIES:篇6Sino-Foreign Cooperative Joint Venture ContractThis Sino-Foreign Cooperative Joint Venture Contract (hereinafter referred to as the "Contract") is entered into by[party A's name], as one Party, and [party B's name], as the other Party, on the basis of equality and mutual benefit, in accordance with the laws of [contract's applicable country].Party A: [Insert Party A's name and contact details]Party B: [Insert Party B's name and contact details]Article 1: Contract ObjectiveThe objective of this Contract is to establish a Sino-Foreign Cooperative Joint Venture (hereinafter referred to as the "Joint Venture") for the purpose of [specify purpose of the joint venture, e.g., manufacturing, distribution, etc.].Article 2: Formation of the Joint VentureThe Joint Venture shall be established under the laws of [contract's applicable country], with Party A contributing [specify Party A's contribution] and Party B contributing [specify Party B's contribution].Article 3: Scope of BusinessThe scope of business of the Joint Venture shall be [describe the business scope].Article 4: Management StructureThe Joint Venture shall establish a board of directors consisting of representatives from both Parties. The board shall be responsible for the overall management of the Joint Venture.Article 5: Investment and OwnershipThe ownership structure and investment ratio shall be as follows: Party A holds [specify percentage] ownership with an investment of [specify investment amount], while Party B holds [specify percentage] ownership with an investment of [specify investment amount].Article 6: Management and OperationThe day-to-day management and operation of the Joint Venture shall be conducted by a management team nominated by both Parties, with a chief executive appointed by the board of directors.Article 7: Profit Distribution and Risk SharingProfits and losses shall be distributed and shared in accordance with the ownership ratio. Details shall be specified in the Joint Venture's accounting and financial management regulations.Article 8: Contract DurationThe duration of this Contract shall be [specify duration], unless terminated earlier by mutual agreement or due to causes beyond the control of either Party.Article 9: Intellectual Property RightsAll intellectual property rights arising from the Joint Venture's activities shall be owned by the Joint Venture or owned separately by both Parties as per their respective agreements.Article 10: Dispute ResolutionAny disputes arising from or in connection with this Contract shall be settled through friendly negotiation. If no settlement can be reached, such disputes shall be submitted to [specify dispute resolution mechanism, e.g., arbitration or court].Article 11: MiscellaneousThis Contract has been executed in [number of copies] original copies, with each Party holding an equal number of copies. This Contract shall become effective upon the signing of both Parties.Party A Representative Signature: ____________________ Date: ________Party B Representative Signature: ____________________ Date: ________(Note: This is a template only and should be customized for specific situations.)[Signature Blocks] 双方签字盖章区域在此空白处可填写合同双方的代表签字和日期，同时加盖合同专用章以确保合同的有效性。
中外合资经营合同格式(中英)5篇
中外合资经营合同格式(中英)5篇篇1中外合资经营合同格式(中英)合资经营合同合资经营合同范本本合资经营合同（以下简称“本合同”）由以下各方自愿签订：甲方：（中方合资方名称）地址：法定代表人：电话：传真：乙方：（外方合资方名称）地址：法定代表人：电话：传真：丙方：（合资企业名称）地址：法定代表人：电话：传真：为了规范双方合资经营的行为，保证各方合法权益，现甲、乙双方就合资公司设立、运营等事宜达成如下协议：第一条合资目的甲、乙双方为了共同开发市场，分享商业机会，提高经济效益，经友好协商一致，决定以【（填写公司名称）】为合资企业的名称，进行经营活动。
第二条经营范围合资企业的经营范围包括但不限于：1.（具体经营内容）2.（具体经营内容）3.（具体经营内容）......经营范围扩大或变更，应遵守相关法律法规的规定，并经甲、乙双方协商一致，并报相关部门备案。
第三条注册资本及股权比例1. 合资企业的注册资本为人民币【（填写具体数字）】万元，甲、乙双方分别出资【（填写具体数字）】万元。
2. 甲、乙双方的股权比例为【（填写具体数字）】∶【（填写具体数字）】。
3. 甲、乙双方应按照其出资比例享有合资企业的相应权益。
第四条经营管理机构1. 合资企业设董事会，董事会由甲、乙双方各自提名【（填写具体数字）】名成员组成，分别由甲、乙双方指派董事长。
2. 合资企业设总经理，由董事会聘任，董事长必须为总经理提名人。
3. 董事长和总经理分别负责合资企业的董事会和日常经营管理及决策。
第五条管理费用及利润分配1. 甲、乙双方应按照其出资比例分担合资企业的管理费用。
2. 合资企业经营盈利后，甲、乙双方按照其出资比例分享利润。
3. 合资企业亏损时，甲、乙双方应按照其出资比例分担亏损。
第六条合资企业财务管理1. 合资企业应建立健全的财务管理制度，负责人员应根据有关法律法规的规定进行财务管理。
2. 合资企业应每年定期开展审计年度报告，报相关部门备案。
中外合作经营合同英文版7篇
中外合作经营合同英文版7篇篇1COOPERATION CONTRACTThis Cooperation Contract (hereinafter referred to as the “Contract”) is entered into by ___________ (hereinafter referred to as “Party A”), and ___________ (hereinafter referred to as “Party B”), in accordance with the laws of the People’s Republic of China, on the basis of equality, mutual trust, and mutual benefit.I. CONTRACTING PARTIESParty A: ___________ (Full Name)Address: ___________ (Address)Party B: ___________ (Full Name)Address: ___________ (Address)II. COOPERATION OBJECTIVEThe parties agree to jointly establish a cooperative business entity for the purpose of ___________.III. COOPERATION PERIODThe cooperation shall be effective from the date of signing this Contract and shall continue for a period of ________ years. After the expiration of this period, unless otherwise agreed by both parties, the Contract shall be automatically renewed.IV. SCOPE OF COOPERATION1. The parties shall jointly invest and establish a business entity with Party A contributing _______% of the total investment and Party B contributing _______%.2. The business entity shall be primarily engaged in __________ (business scope).3. The parties shall jointly determine major business decisions, management policies, and share profits and risks in accordance with their respective shares in the investment.V. CAPITAL CONTRIBUTIONS AND MANAGEMENT1. The total investment of the business entity shall be determined by both parties upon joint negotiation.2. Party A shall contribute _______% of the total investment in cash/kind within _______ days from the date of signing this Contract. Party B shall contribute its share in accordance with the agreed proportion and terms.3. The management of the business entity shall be carried out in accordance with relevant laws, regulations, and the articles of association approved by both parties.VI. PROFITS AND LOSSES1. Profits and losses generated during the cooperation shall be shared by both parties in proportion to their respective shares in the investment.2. After-tax profits shall be distributed to both parties based on their respective shares after deducting necessary expenses for the operation and expansion of the business entity.VII. CONFLICT OF INTEREST AND CONFIDENTIALITY1. Both parties shall not engage in any activities that are in conflict with the interests of the business entity during the term of this Contract.2. Any confidential information related to the business entity shall be kept confidential by both parties, and neither party shalldisclose such information to third parties without the consent of the other party.VIII. CONTRACT TERMINATION AND DISPOSITION OF ASSETS1. In case of termination of this Contract due to any reason, the remaining assets of the business entity shall be disposed of in accordance with relevant laws, regulations, and the agreed terms of both parties.2. Any disputes arising from the termination of this Contract shall be resolved through friendly negotiation or legal means.IX. MISCELLANEOUS1. Both parties shall comply with all applicable laws, regulations, and policies during the implementation of this Contract. Any changes to relevant laws, regulations, or policies that affect the implementation of this Contract shall be notified to the other party in a timely manner.2. Any disputes arising from or in connection with this Contract shall be resolved through friendly negotiation between both parties. If no settlement can be reached, either party may submit the dispute to the court with jurisdiction over the place where the business entity is located for litigation resolution.3. This Contract is made in both Chinese and English languages with equal validity. In case of any discrepancies between the two versions, the Chinese version shall prevail.4. This Contract shall be subject to approval by relevant authorities before its effectiveness if so required by law or regulation.5. This Contract is executed in ____ copies, with both parties holding equal number of copies each bearing equal validity and legal force from the date of signing by both parties concerned hereby confirmed by an authorized representative on behalf of each party.. 签署地点：____________ 日期：____________For Party A: （盖章）For Party B: （盖章）（以下空白留双方代表签字及盖章用）（以下空白留双方代表签字及盖章用）（Signature）（Signature）（Stamp）（Stamp）（Name）（Name）Title: _________________________ Title: _________________________ （双方代表签字及盖章处）（双方代表签字及盖章处）篇2Sino-Foreign Cooperative Operation ContractThis Sino-Foreign Cooperative Operation Contract (hereinafter referred to as the "Contract") is made by andbetween [Company Name of China] (hereinafter referred to as "Party A") and [Company Name of Foreign Country] (hereinafter referred to as "Party B").Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative operation between Party A and Party B for the purpose of [specify the purpose of the cooperation, such as production, distribution, marketing, technology cooperation, etc.]Article 2: Terms of Cooperation1. The cooperation shall be implemented in accordance with the principles of mutual benefit, equality, fairness, and good faith.2. Party A and Party B shall contribute resources, technologies, expertise, and other necessary elements for the successful operation of the project.Article 3: Capital Contribution1. Party A shall contribute [specify amount or percentage] of the total capital required for the project.2. Party B shall contribute [specify amount or percentage] of the total capital required for the project, which may include foreign currency or technologies.Article 4: Operation Management1. The cooperative operation shall be managed by a Joint Management Committee composed of representatives from both parties.2. The Committee shall be responsible for overseeing the daily operations, making strategic decisions, and resolving any disputes that may arise during the course of cooperation.Article 5: Profit Distribution1. Profits generated from the cooperative operation shall be distributed in accordance with the capital contributions of both parties.2. Additional profit distribution arrangements shall be agreed upon by both parties in writing.Article 6: Risk SharingAny risks encountered during the operation shall be shared by both parties in accordance with their respective contributions and responsibilities.Article 7: Contract Duration1. The duration of this Contract shall be [specify duration].2. There shall be options for renewal upon expiration of the Contract as agreed by both parties.Article 8: Intellectual Property Rights1. Any intellectual property rights arising from the cooperative operation shall be owned by both parties in accordance with their respective contributions.2. Each party shall be responsible for safeguarding the other party's intellectual property rights.Article 9: ConfidentialityBoth parties shall maintain confidentiality of all information related to the cooperative operation that is not intended for public disclosure.Article 10: TerminationThis Contract may be terminated by either party in the event of a breach of Contract by the other party that is not rectified within a reasonable period.Article 11: Miscellaneous1. Any disputes arising from or in connection with this Contract shall be resolved through friendly negotiations between both parties.2. This Contract shall be governed by and construed in accordance with the laws of [specify applicable law].3. This Contract constitutes the entire agreement between the parties and no modifications shall be made to it unless agreed upon by both parties in writing.IN WITNESS WHEREOF, the parties have executed this Contract by their respective duly authorized representatives on _________. The original text of this Contract shall be made in both Chinese and English languages, with equal legal effects. Any discrepancies shall be resolved by reference to the Chinese version.篇3Sino-Foreign Cooperative Operation ContractThis Sino-Foreign Cooperative Operation Contract (hereinafter referred to as the "Contract") is made by and between [Name of Chinese Party] (hereinafter referred to as the "Chinese Party") and [Name of Foreign Party] (hereinafterreferred to as the "Foreign Party"), through friendly negotiation and mutual understanding, in accordance with the laws of the People's Republic of China.Article 1: ObjectiveThe purpose of this Contract is to establish a cooperative operation between the Chinese Party and the Foreign Party for the purpose of jointly developing, manufacturing, and marketing ___[describe the product/service合作经营的项目]___ in China.Article 2: Scope of Cooperation1. The parties shall cooperate in the areas of research, development, production, and sales of ___[产品/服务].2. The specific details of cooperation, including investment, profits distribution, risk sharing, management structure, and operation mode shall be further defined in subsequent agreements.Article 3: Term of CooperationThe term of this Contract shall be ___[Contract duration, e.g., "ten years"], commencing on the date of signing this Contract and expiring on the date specified.Article 4: Investment1. The Chinese Party shall contribute land, buildings, and other assets as its investment.2. The Foreign Party shall contribute technology, equipment, and cash as its investment.3. Details of investment structure, proportion, and timing shall be clearly defined in a separate investment agreement.Article 5: Management1. A joint management committee shall be established to oversee the operation and daily management of the cooperative enterprise.2. The committee shall consist of representatives from both parties and shall have equal decision-making power.3. Major decisions, such as changing the purpose of cooperation, major investments, and appointment of senior management personnel require the approval of both parties.Article 6: Operation and Management1. The cooperative enterprise shall conduct its business activities in accordance with the laws and regulations of China.2. The operation and management rules shall be formulated by the joint management committee based on agreed principles.3. The enterprise shall establish a sound management system to ensure the smooth operation of its business activities.Article 7: Profit Distribution and Risk Sharing1. Profits generated by the cooperative enterprise shall be distributed in accordance with the agreed proportion between the parties.2. Risks associated with the operation of the enterprise shall be shared by both parties in accordance with their respective contributions to the enterprise.Article 8: Intellectual Property1. The Foreign Party shall assign or license all intellectual property rights related to the technology it provides to the cooperative enterprise.2. The parties shall protect each other's intellectual property rights and take necessary measures to prevent any infringement of such rights.Article 9: Contract Termination1. In case of any breach of contract by either party, the other party may terminate this Contract in accordance with applicable laws and regulations.2. Upon termination of this Contract, all assets and rights related to the cooperative enterprise shall be disposed in accordance with agreed principles.Article 10: Miscellaneous1. This Contract shall be governed by and construed in accordance with the laws of the People's Republic of China.2. Any disputes arising from or in connection with this Contract shall be settled through friendly negotiation between the parties. If no settlement can be reached, such disputes may be submitted to ___ [specify dispute resolution mechanism, e.g., "the court having jurisdiction over the place where the cooperative enterprise is located"] for resolution.3. This Contract is made in both Chinese and [Foreign language], with the Chinese version being the official version. In case of any discrepancies between the two versions, the Chinese version shall prevail.4. This Contract is effective as of the date of signing by both parties and shall be registered with relevant authorities in accordance with applicable laws and regulations.The parties have read and fully understand this Contract, and agree to be bound by its terms and conditions.Chinese Party: _________ [Signature]Foreign Party: _________ [Signature]Date: _________ [Contract signing date]篇4Sino-Foreign Cooperative Operation ContractThis Sino-Foreign Cooperative Operation Contract (hereinafter referred to as the "Contract") is made by and between [Party A Name], a legal entity duly organized under the laws of [Party A's Country], and [Party B Name], a legal entity duly organized under the laws of the People's Republic of China, through friendly negotiation and mutual understanding on the basis of equality and mutual benefit and in accordance with the laws of the People's Republic of China.Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative operation between the two Parties for the purpose of [specify the purpose or industry, e.g., manufacturing, distribution, technology cooperation, etc.] in China.Article 2: Scope of CooperationThe scope of cooperation shall include but not be limited to [list specific areas of cooperation, e.g., product development, technology transfer, market expansion, etc.].Article 3: Term of CooperationThe term of this Contract shall be for a period of [specify duration, e.g., twenty years], commencing on [start date] and expiring on [end date].Article 4: Investment and Capital Contribution1. Party A shall contribute [specify amount or percentage] as investment, which may include [specify, e.g., cash, technology, equipment, etc.].2. Party B shall contribute [specify amount or percentage] as investment, which may include [specify, e.g., land, buildings, working capital, etc.].Article 5: Management StructureThe cooperative enterprise shall establish a management committee consisting of representatives from both Parties. Decision-making shall be based on mutual consultation and agreement.Article 6: Operation and ManagementThe cooperative enterprise shall be operated and managed in accordance with laws and regulations of China, and the operational activities shall be conducted based on the agreed management structure.Article 7: Profit DistributionProfits shall be distributed in accordance with the agreed ratio between the two Parties. Details shall be specified in the Supplementary Agreement.Article 8: Intellectual PropertyAll intellectual property arising from the cooperative activities shall be owned by the cooperative enterprise or used under license from either Party, as agreed upon by both Parties.Article 9: Risk SharingBoth Parties shall share risks in accordance with their respective contributions to the enterprise.Article 10: Contract TerminationThis Contract may be terminated upon agreement by both Parties or in cases of force majeure leading to permanent inability to perform the Contract. Termination shall be subject to the provisions of the Supplementary Agreement.Article 11: Miscellanea1. This Contract shall be subject to laws and regulations of the People's Republic of China.2. Any disputes arising from or in connection with this Contract shall be settled through friendly negotiation between both Parties. If no settlement can be reached, either Party may submit such disputes to [specify arbitration institution] for arbitration.3. This Contract shall be made in both Chinese and English languages, with equal validity. In case of any discrepancies between the two versions, the Chinese version shall prevail.4. This Contract is effective as of the date when it is signed and approved by both Parties.Party A (China): [Name of Party A]Authorized Representative: [Signature] Date:XX-XX-XXXX篇5SINO-FOREIGN COOPERATION CONTRACT甲方：__________（以下简称中方）Party A: __________ (hereinafter referred to as the Chinese Party)乙方：__________ （以下简称外方）Party B: __________ (hereinafter referred to as the Foreign Party)鉴于甲方拥有独特的资源和技术优势，乙方拥有先进的国际管理经验和资金实力；经充分友好协商，双方就共同开展合作经营活动事宜，达成共识，并签订本合同。
中外企业合资合同范本 英文版
编号：_____________ 中外企业合资合同Party A：__________________________Party B：__________________________签订日期：_______年______月______日Party A ：Party B ：apter 1， General ProvisionsThis contract is made by and concluded between the Chinese Hubei Yangtze Mining Works Co. Ltd and the US Carcell Drilling Co.， Inc. in accordance with the “ Law of the People’s Republic of China on Joint V entures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， adhering to the principle of equality and mutual benefit and through friendly consultations. Both parties agree to jointly invest to set up a joint venture enterprise in Wuhan， Hubei Province of the People’s Republic of China. The terms and conditions both parties agreed upon are as follows.Chapter 2 Parties to the Joint VentureArticle 1Parties to this contract are as follows: XXXXXXX (hereinafter referred to as Party A )， registered with the Business Administration of XXXX Province of the Peopl e’s Republic of China， Its legal address is at XXXXXXXX.Legal representative:Position:Nationality:XXXXXXXX ( hereinafter referred to as Party B )， registered with theFlorida State Business Administration of the USA. Its legal address is at XXXXXXX.Legal representative:Name:Position:Nationality:Chapter 3 Incorporation of the Joint Venture CompanyArticle 2In accordance with the “ Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， both parties to the joint venture agree to set up a mining machinery joint venture limited liability company (hereinafter referred to as the venture company).Article 3The name of the joint venture is XXXXX Company.The name in English is XXXX Company.The legal address of the joint venture company is at Liberty Road，District of Wuchang ，Wuhan， China.Article 4All activities of the joint venture company shall be governed by the laws，decrees and pertinent rules and regulations of the People’s Republic of China.Article 5The organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits， risks and losses of the joint venture company shall be shared by both parties to the joint venture in proportion to their contributions of the registered capital.Chapter 4 The Purpose， Scope and Scale of the Production and Business Article 6The purpose of the parties to the joint venture is in conformity with the wish of intensifying the economic cooperation and technical exchanges， to enhance business performance and ensure satisfactory benefits for each investor by improving the product quality， developing new products， and gaining competitive edge over the competition in the world market in quality and price through advanced and appropriate technology and scientific management.Article 7The productive and business scope of the joint venture company is to manufacture mining machineries， to provide maintenance service after the sale of the products， to research and develop new mining machinery. Article 8The production scale of the joint venture company are as follows:1. The production capacity is 50-ton dumpers eight thousand annually after the joint venture is put into operation.2. The production scale shall be increased up to ten thousand annually with the joint venture’s business expansion. The product varieties may be developed into 55-ton and 60-ton dumpers after the market study is conducted by the professionals of the both parties in due time.Chapter 5 The Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the joint venture company is RMB two hundred million yuan only.Article 10Investment contributed by the parties is Chinese RMB yuan which will be the registered capital of the joint venture.Of which， Party A shall contribute one hundred and twenty million RMB，accounting for sixty percent; Party B shall contribute eighty million RMB yuan， accounting for forty percent.Article 11Both parties will contribute the following as their investment:Party A: Cash: forty million yuan;Machinery and equipment: fifteen million yuan;Premises: forty million yuan;Right to the use of the site: fifteen million yuan;Industrial property : five million yuan;Miscellaneous: five million yuan; totaling one hundred and twenty million yuan in all.Party B: Cash: fifty million yuan;Machinery and equipment: twenty million yuan;Industrial property: six million yuan;Miscellaneous: four million yuan， totaling eighty million yuan in all.Party B’s contribution shall be translated in accordance with the exchange rate between the US dollar and the Chinese RMB to be quoted on the date of the signing of this contract. The values of the assets other than cash shall come form the appraisal reports by recognized certified public accountants. Separate contracts shall be concluded with regard to the use of the industrial property rights contributed by the both parties as investment in the future joint venture company.Article 12The registered capital of the joint venture company shall be paid in four installments by both parties in proportion to the total of their investment.Each installments shall be in place on the same date， with percentage specified as follows:The first installment: sixty percent;The second installment: twenty percent;The third installment: ten percent;The fourth installment: ten percent.Article 13In case where any party to the joint venture intends to assign all or part of his investment to a third party， consent shall be obtained from the other party to the joint venture， and the approval from the examination and approval authority shall be required， too.Should one party to the joint venture assigns all or part of his investment， the other party shall have the first refusal.Chapter 6 Responsibilities of Each Parties to the Joint Venture Company Article 14Party A and Party B shall be respectively responsible for the following matters:Responsibilities of the Party A:Handling applications for approval， registration， business license and other matters concerning the incorporation of the joint venture company form relevant competent department in charge in China:Processing for applying the right to the use of a site to the authority in charge of land;Organizing the design and construction of the premises and other engineering facilities of the joint venture company;Providing cash， machinery and equipment and premises in accordance with the stipulations in Article 11;Assisting Party B for processing import Customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;Assisting the joint venture company in purchasing or leasing equipment，materials， raw materials， articles for office use， means of transportation and communication facilities， etc.;Assisting the joint venture company in contacting and settling the access to such fundamental facilities as water， gas， electricity， roads，telecommunication， etc.;Assisting foreign employees in applying for the entry visa， work licenses and processing their traveling matters;Responsible for handling other matters entrusted by the joint venture company.Responsibilities of the Party BProviding cash， machinery and equipment， industrial property in accordance with the stipulations in Article 11， and responsible for shipping capital goods such as machines and equipment outside China，etc.;Training needed technical personnel for installing， testing and trial production of the equipment， as well as the technical personnel forproduction and inspection;Training the technical personnel and workers of the joint venture company;In case where Party B is the licenser， he should be responsible for the stable production of qualified products of the joint venture company in accordance with the designed capacity within the stipulated period; Responsible for other matters entrusted by the joint venture company. Chapter 7 Transfer of TechnologyArticle 15Both parties agree that a technology transfer agreement shall be entered into between the joint venture company and Party B ( or a third party ) so as to obtain advanced production technology needed for achieving the production and operation objectives and the production scale stipulated in Chapter 4 of the contract， including product design， technology of manufacturing， means of testing， material ingredient prescription，standard of quality and training of personnel， etc.Article 16Party B offers the following guarantees on the transfer of technology in manufacturing the diesel engine for the prospective mining dumpers.1. Party B guarantees that the overall technology such as the design，technology of manufacturing， technological process， testing and inspection of the products provided to the joint venture company must befull，precise and reliable to meet the requirement of the joint venture’s operation objectives and be able to attain the standard of production quality and production capacity stipulated in the contract;2. Party B guarantees that the technology stipulated in this contract and technology transfer agreement shall be fully transferred to the joint venture company， and pledge that the provided technology should be truly advanced among the same type of technology of Party B， the model，specifications and quality of the equipment are excellent;3. Party B shall work out a detailed list of the provided technology and technological services at various stages as stipulated in the technology transfer agreement to be an appendix to the contract， and furthermore， guarantee its performance;4. The drawings， technological specifications and other detailed information constitutes an integral part of the transferred technology，and shall be offered on time;5. Within the validity period of the technology transfer agreement，Party B shall provide the joint venture company with the improvement of the technology and technological materials in time， and shall not charge separate fees;6. Party B shall guarantee that the technological personnel and the workers in the joint venture company master all the technology transferred within the period stipulated in the technology transferagreement.Article 17In case where Party B fails to provide equipment and technology in accordance with the stipulations in this contract or in the technology transfer agreement or in case where any deceiving or concealing actions are discovered， Party B shall be responsible for compensating the direct losses to the joint venture company.Article 18The technology transfer fee shall be paid in royalties. The royalty rate shall be 3.5% of the net sales value of the products to be turned out. The term for royalty payment is the same as the term of the technology transfer agreement stipulated in Article 19 of this contract.Article 19The term of the technology transfer agreement between the joint venture company and Party B is eight years. Upon the expiration of the technology transfer agreement， the joint venture shall be in the position to use，research and develop the imported technology continuously.Chapter 8 Selling of ProductsArticle 20The products of the joint venture company will be sold both on the Chinese market and overseas markets， the export part accounting for 50%，50% for domestic market.Article 21Products may be sold on overseas markets through the following channels; The joint venture company may directly sell its products on the international market， which accounts for 60%.The joint venture company may sign sales contract with Chinese foreign trade companies， entrusting them to be the sales agencies or exclusive agencies， which accounts for 40%. The joint venture company may entrust Party B to sell its products， which accounts for 20%.Article 22The joint venture’s product to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive dealers， or may be sold by the joint venture company directly. Article 23In order to provide maintenance service to the products sold both in China and abroad， the joint venture company may set up sales branches for maintenance service both in China and abroad subject to the ratification by the relevant competent departments in charge.Article 24The trade mark of the joint venture’s product is “XX”.Chapter 9 The Board of DirectorsArticle 25The date of registration of the joint venture company shall be the dateof the establishment of the board of directors of the joint venture company.Article 26The board of directors is composed of eleven directors， of which seven shall be appointed by Party A， five by Party B. The chairman of the board shall be appointed by Party A， and vice-chairman by Party B. The term of office for directors， chairman， vice-chairman is four years， whose term of office may be renewed where continuously appointed by the relevant party.Article 27The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues ( Note: The main contents shall be listed in light of the Article 36 of the Regulations for Implementation of the Joint Venture Law ) concerning the joint venture company. Unanimous approval shall be required before any decisions are made concerning substantial issues. As for other matters， approval by majority or simple majority shall be required.Article 28Chairman of the board is the legal representative of the joint venture company. Should chairman be unable to exercise his power and responsibilities for some reasons， he would authorize a vice-chairman or any other directors to represent the joint venture company temporarily.Article 29The board of directors shall convene at least one meeting once a year. The meeting shall be called and presided over by chairman of the board. Chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be filed. ( To be continued in Text A )New Words， Phrases and Expressions Incorporation n 公司的成立adhere to v. 遵照，根据mutual a. 相互的friendly consultation . 友好协商parties to this contract . 合同的双方，各方as follows 如下be registered with 在 ... 注册hereinafter referred to as 以下简称为limited liability company 有限责任公司be governed by 受 ... 的约束decrees and pertinent rules and regulations n. 法令和相关的条令与条例Each party to the joint venture is liable to the joint venture within thelimit of the capital subscribed by it.合资企业的各方在自己认缴的资本范围内对合资企业承担责任。
中外合作经营合同英文版3篇
中外合作经营合同英文版3篇篇1Sino-Foreign Joint Venture ContractContracting Parties:Party A: [Chinese Company Name]Legal Representative: [Name]Address: [Address]Telephone: [Phone Number]Fax: [Fax Number]Email: [Email Address]Party B: [Foreign Company Name]Legal Representative: [Name]Address: [Address]Telephone: [Phone Number]Fax: [Fax Number]Email: [Email Address]Whereas:1. Both parties agree to establish a joint venture company in accordance with the laws and regulations of the People's Republic of China.2. The joint venture company will be engaged in [describe business activities].3. Party A will contribute [specify amount or assets] to the joint venture company, while Party B will contribute [specify amount or assets] to the joint venture company.4. The registered capital of the joint venture company will be [specify amount]. Party A will hold [specify percentage] of the shares, while Party B will hold [specify percentage] of the shares.5. The management structure of the joint venture company will consist of [describe management structure]. Party A will appoint [number] of directors, while Party B will appoint [number] of directors.6. The joint venture company will be responsible for all taxes, fees, and other expenses in accordance with Chinese law.7. Both parties agree to share profits and losses in proportion to their respective shareholdings in the joint venture company.8. This contract is valid for a period of [specify duration]. It may be renewed upon mutual agreement of the parties.9. Any disputes arising under this contract shall be settled through friendly consultation. If no resolution can be reached, the parties agree to submit the dispute to arbitration in accordance with the rules of the International Chamber of Commerce.10. This contract is executed in duplicate, with each party retaining one original copy.Party A: [Signature][Name][Date]Party B: [Signature][Name][Date]Signed and sealed on this [Date] day of [Month], [Year].Please note that this is a general template for a Sino-Foreign Joint Venture Contract. It is advisable to consult with legal professionals when drafting your own contract to ensure that itcomplies with the specific laws and regulations of the countries involved.篇2Sino-Foreign Cooperative Operation ContractThis Agreement is entered into by and between Party A and Party B on the basis of equality and mutual benefit.I. Parties to the Contract1. Party A: [Name of Party A], a company registered in [Country], with its principal place of business at [Address].2. Party B: [Name of Party B], a company registered in [Country], with its principal place of business at [Address].3. Both parties agree that Party A will be responsible for the investment and operation of the project, while Party B will provide technology, equipment, management expertise, and personnel.II. Scope of Cooperation1. Party B agrees to provide Party A with the necessary technology, equipment, and expertise for the operation of the project.2. Party A agrees to invest in the project and provide the necessary personnel for its operation.3. Both parties agree to cooperate in the management and operation of the project, and to share the profits and losses in accordance with the terms of this Agreement.III. Terms of Cooperation1. The term of this Agreement shall be [Duration] years, commencing on [Commencement Date] and ending on [Expiration Date]. The Agreement may be renewed by mutual agreement of the parties.2. Party A shall be responsible for the day-to-day operation of the project, while Party B shall provide assistance and guidance as needed.3. Both parties agree to share the profits and losses of the project in accordance with their respective contributions.IV. Responsibilities of the Parties1. Party A shall be responsible for the investment in the project, as well as the day-to-day operation and management of the project.2. Party B shall provide the necessary technology, equipment, and expertise for the operation of the project, as well as assistance and guidance as needed.3. Both parties agree to cooperate in good faith and to work together to achieve the objectives of the project.V. Intellectual Property Rights1. All intellectual property rights related to the project shall belong to the party that owns them.2. Both parties agree to protect each other's intellectual property rights and to use them only for the purposes of the project.3. Any improvements or modifications to the intellectual property made during the project shall belong to the party that made them.VI. Dispute Resolution1. Any disputes arising out of or in connection with this Agreement shall be resolved through negotiation between the parties.2. If the parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to arbitration in accordance with the rules of [Arbitration Institution].3. The decision of the arbitrator(s) shall be final and binding on both parties.In witness whereof, the parties hereto have executed this Agreement as of the date first above written.Party A[Name][Title]Party B[Name][Title]篇3中外合作经营合同英文版International Cooperative Operation ContractThis Cooperative Operation Contract (the "Contract") is entered into as of [Date], by and between [Foreign Party], a company duly registered and existing under the laws of[Country], with its principal place of business at [Address] (the "Foreign Party"), and [Chinese Party], a company duly registered and existing under the laws of the People's Republic of China, with its principal place of business at [Address] (the "Chinese Party"). The Foreign Party and the Chinese Party are hereinafter referred to individually as a "Party" and collectively as "Parties".WHEREAS, the Parties desire to establish a cooperative business relationship in order to [purpose of cooperation];NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:1. Scope of Cooperation1.1 The Parties shall cooperate in [describe the scope of cooperation, such as production, sales, marketing, etc.].1.2 The Parties shall work together in good faith to achieve the objectives set forth in this Contract.2. Obligations of the Parties2.1 The Foreign Party shall provide [specific obligations of the Foreign Party].2.2 The Chinese Party shall provide [specific obligations of the Chinese Party].2.3 The Parties shall cooperate with each other and provide necessary assistance to ensure the successful implementation of this Contract.3. Duration of CooperationThe duration of this Contract shall be [Duration], unless terminated earlier in accordance with the terms hereof.4. Termination4.1 This Contract may be terminated by mutual agreement of the Parties.4.2 This Contract may be terminated by either Party upon [number] days' written notice to the other Party in the event of a material breach of this Contract by the other Party.5. Governing LawThis Contract shall be governed by and construed in accordance with the laws of the People's Republic of China.6. Dispute ResolutionAny dispute arising out of or in connection with this Contract shall be resolved through negotiation between the Parties. If the Parties fail to reach a resolution within [number] days, the dispute shall be submitted to [Arbitration/Other dispute resolution mechanism] for final resolution.IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed as of the date first above written.[Signatures]。
英文版中外合作经营合同范本3篇
英文版中外合作经营合同范本3篇篇1CONTRACT OF COOPERATION FOR BUSINESS OPERATION BETWEEN CHINESE AND FOREIGN PARTIES合同编号：_____________甲方（中方）：________________________ （以下简称“中方”）Party A (Chinese Party): ________________________ (hereinafter referred to as "the Chinese Party")乙方（外方）：________________________ （以下简称“外方”）Party B (Foreign Party): ________________________ (hereinafter referred to as "the Foreign Party")鉴于甲乙双方同意共同合作经营某项业务，在平等互利的基础上，经过友好协商，达成如下协议：WHEREAS Party A and Party B agree to jointly operate a business on the basis of equality and mutual benefit, andthrough friendly consultation, the parties hereby conclude the following agreement:一、合同目的与宗旨This Contract is made for the purpose of establishing a cooperative business operation between the two parties, aiming at mutual success and benefit through joint efforts.二、合作经营项目The cooperative business project is: ________________________ （具体项目描述）。
中外合资企业股东协议中英文对照4篇
中外合资企业股东协议中英文对照4篇篇1Sino-Foreign Joint Venture Shareholders AgreementThis Shareholders Agreement (the "Agreement") is entered into on this _____ day of ____________, 20__, by and between:Party A: [Name of the Chinese Party], a company duly organized and existing under the laws of the People's Republic of China, with its registered address at [Address of the Chinese Party]; andParty B: [Name of the Foreign Party], a company duly organized and existing under the laws of [Country of the Foreign Party], with its registered address at [Address of the Foreign Party].Whereas, Party A and Party B wish to establish a joint venture in the form of a limited liability company for the purpose of [Purpose of the Joint Venture];Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Establishment of Joint Venture1.1 The parties shall establish a joint venture company under the laws of the People's Republic of China, to be named [Name of Joint Venture Company] (the "Company").1.2 The registered capital of the Company shall be [Amount in USD], with Party A contributing [Percentage] of the total registered capital and Party B contributing [Percentage] of the total registered capital.2. Management2.1 The management of the Company shall be vested in a Board of Directors, composed of [Number] members, with Party A appointing [Number] members and Party B appointing [Number] members.2.2 The Chairman of the Board of Directors shall be appointed on a rotational basis, with Party A and Party B each taking turns to nominate the Chairman for a term of [Number] years.3. Transfer of Shares3.1 Neither Party A nor Party B shall transfer their shares in the Company to any third party without the prior written consent of the other party.3.2 In the event that either Party A or Party B wishes to transfer their shares in the Company, they shall first offer the shares to the other party at a price to be determined by an independent valuation.4. Distribution of Profits4.1 The profits of the Company shall be distributed to the shareholders in proportion to their respective shareholdings.4.2 Any dividends declared by the Company shall be paid to the shareholders within [Number] days of the declaration.5. Dispute Resolution5.1 Any disputes arising out of or in connection with this Agreement shall be settled amicably through consultation between the parties.5.2 In the event that the parties are unable to resolve the dispute through consultation, the dispute shall be submitted to arbitration in accordance with the rules of the [Arbitration Institution] in [City], [Country].6. Governing Law6.1 This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.6.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [City], [Country].In witness whereof, the parties have executed this Agreement as of the date first above written.Party A: ________________________________Party B: ________________________________[Signatures][Chinese Translation of the Agreement]篇2中外合资企业股东协议中英文对照Shareholder Agreement of Sino-Foreign Joint Venture Enterprise本协议由以下各方自愿签署，以规范和约束中外合资企业的股东关系。
中外合作经营合同格式(英文)5篇
中外合作经营合同格式(英文)5篇篇1Sino-Foreign Cooperative Operation ContractContract No. [编号]Date of Contract: [签订日期]Parties:Party A: [甲方名称]（hereinafter referred to as “the Chinese Party”）Party B: [乙方名称]（hereinafter referred to as “the Foreign Party”）Preamble:In accordance with the principles of mutual trust and mutual benefit, the Chinese Party and the Foreign Party, through friendly negotiation, agree to jointly invest in and operate a cooperative business in China under the terms and conditions stipulated in this Contract.Article 1: Contract ObjectiveThe parties hereby establish a cooperative business operation for the purpose of [合作目的or 项目描述].Article 2: Investment and Ownership StructureEach party’s investment in terms of capital, technology, management, etc., shall be clearly stated in an investment plan attached to this Contract. The ownership structure shall be determined accordingly.Article 3: Operation ManagementThe cooperative business shall be managed according to the principles of unity management, separation of duties and separation of ownership rights. The board of directors shall be the highest decision-making body.Article 4: Business Operation and ScopeThe cooperative business shall primarily operate in the field of [行业领域描述]. The specific scope of business shall be stated in the business license.Article 5: Cooperation Term and TerminationThe term of this cooperative operation shall be [合作年限]. The contract shall be automatically terminated upon completionof the specified project or in the event of any violation by either party resulting in the dissolution of the cooperative business. Termination procedures shall be clearly stated in the Contract.Article 6: Profit Distribution and Risk SharingProfits and losses shall be distributed and shared according to the ownership structure agreed upon by both parties. This shall be clearly stated in the accounting and financial management plan.Article 7: Intellectual Property RightsAll intellectual property rights arising from the cooperative business shall be owned by the cooperative business or jointly owned by both parties as stipulated in the investment plan.Article 8: Labor ManagementThe cooperative business shall establish a labor management system in accordance with Chinese labor laws and regulations, ensuring fair employment and treatment of all employees.Article 9: Taxation and Financial ReportingThe cooperative business shall abide by Chinese tax laws and regulations and submit annual financial reports to both parties for review. Tax obligations shall be fulfilled in a timely manner.Article 10: Contract Amendment and ModificationAny amendment or modification to this Contract shall be agreed upon by both parties in writing. Such amendment or modification shall be valid only after being approved by the relevant authorities.Article 11: Force MajeureIn case of force majeure events, both parties shall strive to minimize losses and take measures to mitigate the impact on the cooperative business. The responsibilities of both parties during such events shall be clearly defined in the Contract.Article 12: Settlement of Disputes篇2Sino-Foreign Cooperative Business ContractThis Sino-Foreign Cooperative Business Contract (hereinafter referred to as the "Contract") is made and executedon [Date] by and between [Chinese Company Name] (hereinafter referred to as "the Chinese Party"), and [Foreign Company Name] (hereinafter referred to as "the Foreign Party").Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative business venture in the field of [specify business field/industry] through the joint efforts of both parties.Article 2: Cooperative Venture EstablishmentThe cooperative venture shall be established as a limited liability company named [Company Name]. The registered capital of the cooperative venture shall be determined by both parties through negotiation.Article 3: Scope of BusinessThe scope of business of the cooperative venture includes [list business activities]. The parties shall jointly develop and expand the market in accordance with market demand and business opportunities.Article 4: Investment and Capital Contribution1. The Chinese Party shall contribute [specify percentage or amount] of the total investment in cash or kind.2. The Foreign Party shall contribute [specify percentage or amount] of the total investment in cash, technology, or management expertise.3. The detailed allocation of investments and capital contribution shall be agreed upon by both parties and recorded in the additional agreement on capital contribution.Article 5: Management Structure1. The board of directors shall be composed of members nominated by both parties, with an equal number of seats for each party.2. The general manager shall be appointed by the board of directors, with the responsibility to manage daily operations.3. The financial and accounting matters shall be managed bya team composed of personnel from both parties.Article 6: Operation ManagementThe cooperative venture shall adopt sound management practices, including marketing, production, quality control, financial management, and personnel management. Both parties shall provide necessary support and assistance in these areas.Article 7: Profit DistributionProfits shall be distributed in accordance with the agreed ratio between both parties. After deducting taxes and necessary reserves, profits shall be distributed periodically or annually according to the decision of the board of directors.Article 8: Term of the ContractThe term of this Contract shall be XX years from the date of establishment of the cooperative venture. Upon expiration, the Contract may be renewed upon mutual agreement between both parties.Article 9: Termination of the ContractThe Contract may be terminated upon any breach by either party, or upon mutual agreement between both parties in writing. The termination procedure and rights to assets shall be specified in the additional agreement on termination.Article 10: Dispute ResolutionAny dispute arising from or in connection with this Contract shall be resolved through friendly negotiation between both parties. If negotiation fails, either party may submit the dispute to [specify arbitration institution/court] for arbitration/litigation.Article 11: Miscellaneous1. This Contract is made in both Chinese and English, with equal validity. In case of any discrepancies, the Chinese version shall prevail.2. Any amendment or supplement to this Contract shall be made in writing and approved by both parties. Such amendment or supplement shall become effective upon being signed by both parties.3. This Contract shall be registered with the relevant authorities in accordance with laws and regulations. The approval documents issued by the authorities shall be an integral part of this Contract.4. This Contract is effective as of the date of signing by both parties. The term of validity, termination, amendment, and other related matters shall be governed by the laws and regulations in force in [specify jurisdiction].In witness whereof, the Chinese Party and Foreign Party have signed this Contract at [Place] on [Date].篇3Sino-Foreign Cooperative Business ContractThis Sino-Foreign Cooperative Business Contract (hereinafter referred to as the "Contract") is made and executed on [Date] by and between [Chinese Company Name] (hereinafter referred to as "the Chinese Party"), and [Foreign Company Name] (hereinafter referred to as "the Foreign Party").Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative business venture in the field of [specify business field] through the joint efforts of the Chinese Party and the Foreign Party.Article 2: Cooperative VentureThe cooperative venture shall be named [Name of Cooperative Venture] and registered in [Location of Registration].Article 3: Investment and Ownership1. The Chinese Party shall contribute [specify investment amount] as initial capital, while the Foreign Party shall contribute [specify investment amount].2. Ownership structure and distribution of profits shall be in accordance with the investment ratio.Article 4: Management Structure1. The cooperative venture shall establish a board of directors consisting of representatives from both parties.2. The board shall determine the major policies and decisions of the venture.Article 5: Operation Management1. Day-to-day operations shall be managed by a management team nominated by the board of directors.2. Each party shall appoint a representative to participate in management activities.Article 6: Profit DistributionProfits shall be distributed in accordance with the ownership ratio after deduction of taxes and operational expenses.Article 7: Duration of ContractThis Contract shall be valid for a term of [specify duration] years, commencing on the date of establishment of the cooperative venture and expiring on the expiration date.Article 8: TerminationThe Contract may be terminated under any of the following circumstances:1. Mutually agreed termination by both parties.2. In case of force majeure circumstances that render the Contract impossible to perform.3. In case of breach of Contract by either party, leading to the other party's loss.Article 9: Rights and Obligations of Parties1. Both parties shall exercise their rights and fulfill their obligations in accordance with the terms of this Contract.2. Each party shall be responsible for ensuring the quality and delivery of their respective contributions to the cooperative venture.Article 10: ConfidentialityBoth parties shall maintain confidentiality regarding all information related to this Contract that is not intended for public disclosure.Article 11: Dispute ResolutionAny disputes arising from or in connection with this Contract shall be resolved through friendly negotiations between both parties. If no settlement can be reached, the dispute may be submitted to [specify dispute resolution mechanism].Article 12: Law ApplicableThis Contract shall be governed by and construed in accordance with the laws of [specify applicable law].In witness whereof, the Chinese Party and the Foreign Party have executed this Contract in duplicate, each party holding one original.Chinese Party: _____________ (Authorized Representative) (Signature) (Date) (Company Seal) (Company Address) (Contact Information) Foreign Party: _____________ (Authorized Representative) (Signature) (Date) (Company Seal) (Company Address) (Contact Information) THIS CONTRACT IS IN TWO COUNTERPARTS, EACH COUNTERPART BEARING AN EQUAL AUTHENTICITY AND VALIDITY AS ONE ORIGINAL CONTRACT IN ALL RESPECTS AND SIGNED BY BOTH PARTIES IN DUPLICATE ON THE DAY AND YEAR FIRST ABOVE WRITTEN.篇4Sino-Foreign Cooperative Business ContractThis Sino-Foreign Cooperative Business Contract (hereinafter referred to as the "Contract") is made and executed on [Date] by and between [Chinese Company Name] (hereinafterreferred to as "the Chinese Party"), and [Foreign Company Name] (hereinafter referred to as "the Foreign Party").Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative business venture in the field of [specify business field] through the joint efforts of the Chinese Party and the Foreign Party.Article 2: Terms of Cooperation1. The cooperative enterprise shall be established under the principles of equality, mutual benefit, and joint efforts.2. The parties shall jointly contribute resources, technology, and expertise necessary for the operation of the cooperative enterprise.Article 3: Scope of BusinessThe scope of business shall include but not be limited to [specify business activities].Article 4: Investment and Ownership1. The Chinese Party shall contribute land, buildings, and necessary infrastructure, while the Foreign Party shall contribute technology, expertise, and initial capital required for the establishment and initial operation of the cooperative enterprise.2. Ownership structure and distribution of profits shall be in accordance with Article XX% of the total investment being owned by the Chinese Party and XX% by the Foreign Party.Article 5: Management Structure1. The cooperative enterprise shall establish a board of directors consisting of representatives from both parties.2. The board shall be responsible for major decisions, while day-to-day operations shall be managed by a management team nominated by both parties.Article 6: Operation and Management1. The cooperative enterprise shall follow the principles of sound management and shall strive for long-term stability and profitability.2. The parties shall jointly develop operating policies, plans, and budgets.Article 7: Intellectual Property1. All technology, know-how, trademarks, patents, copyrights, and other intellectual property developed or used during the operation of the cooperative enterprise shall beowned by the parties in accordance with their ownership percentages.2. Neither party shall disclose any confidential information without the consent of the other party.Article 8: Financial Arrangements1. The financial year shall be from [start date] to [end date].2. Each party shall contribute its share of capital in accordance with the agreed schedule.3. The accounts of the cooperative enterprise shall be audited annually by an independent auditor appointed by both parties.Article 9: Risk Management and Liability1. Both parties shall jointly bear risks associated with the operation of the cooperative enterprise.2. In case of any loss incurred due to the fault of a party, that party shall be liable for such loss to the extent of its fault.Article 10: Termination1. This Contract may be terminated only with the mutual consent of both parties or in accordance with applicable laws.2. In case of termination, all assets and liabilities shall be distributed in accordance with Article XX of this Contract.Article 11: Miscellaneous1. This Contract shall be governed by the laws of [specify country/region].2. Any disputes arising out of this Contract shall be settled through friendly negotiation; if no settlement can be reached, either party may submit such disputes to [specify arbitration institution] for arbitration.3. This Contract is made in both Chinese and English, with equal validity. In case of any discrepancies, the English version shall prevail.4. This Contract is effective as of the date of signing by both parties and shall continue for a period of [specify duration].In witness thereof, the Chinese Party and the Foreign Party have signed this Contract below with their respective legal representatives:篇5Sino-Foreign Cooperative Business ContractThis Sino-Foreign Cooperative Business Contract (hereinafter referred to as the "Contract") is made and executed on [Date] by and between [Chinese Company Name] (hereinafter referred to as "the Chinese Party"), and [Foreign Company Name] (hereinafter referred to as "the Foreign Party").Article 1: Contract ObjectiveThe objective of this Contract is to establish a cooperative business venture in the field of [specify business field/industry] through the joint efforts of both parties.Article 2: Formation of the Cooperative EnterpriseThe cooperative enterprise shall be established under the name of "[Company Name]" (hereinafter referred to as "the Company"), with the registered office located at [Address].Article 3: Scope of BusinessThe Company shall engage in the following business activities: [List business activities, including production, sales, etc.]Article 4: Investment and Ownership1. The Chinese Party shall contribute [specify investment amount and form] as its investment.2. The Foreign Party shall contribute [specify investment amount and form] as its investment.3. Ownership structure and shareholding percentages shall be as follows: [specify ownership structure and percentages].Article 5: Management Structure1. The board of directors shall be composed of [number] members, with [number] appointed by the Chinese Party and [number] appointed by the Foreign Party.2. Day-to-day management shall be conducted by a management team led by the General Manager, who shall be appointed by the board of directors.Article 6: Operation and Management1. The Company shall follow the principles of lawfulness, integrity, and fairness in its operations.2. The Company shall establish sound financial and accounting systems, and submit annual financial reports to both parties for review.Article 7: Profit Distribution and Risk Sharing1. Profits shall be distributed in accordance with the ownership structure.2. In case of losses, both parties shall bear risks in proportion to their respective ownership shares.Article 8: Term of the ContractThe term of this Contract shall be [specify duration], with an option for renewal upon mutual agreement.Article 9: Termination of the ContractThis Contract may be terminated upon mutual agreement or in accordance with relevant laws and regulations.Article 10: Intellectual Property RightsAll intellectual property rights arising from the business activities of the Company shall be owned by the Company or transferred to it under mutually agreed terms.Article 11: ConfidentialityBoth parties shall keep confidential all information related to this Contract that is not publicly available.Article 12: Dispute ResolutionAny disputes arising from or in connection with this Contract shall be resolved through friendly negotiations. If no settlementcan be reached, either party may submit the dispute to [specify arbitration institution or court] for resolution.Article 13: Force MajeureNeither party shall be liable for failures to perform its obligations under this Contract due to force majeure events beyond its reasonable control.Article 14: Miscellaneous1. This Contract shall be subject to the laws of [specify applicable law/country/region].2. Any amendments or modifications to this Contract must be made in writing and approved by both parties.3. This Contract is made in both Chinese and English, with equal validity. In case of any discrepancies, the Chinese version shall prevail.4. This Contract is effective as of the date of signing by both parties.。