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(Note: It shall be written in the contract according to the concrete conditions). 
Article 16 
Party B offers the following guarantees on the transfer of technology: 
(Note: Article applies only when Party B is responsible for transferring technology to the joint venture company). 
1. Party B guarantees that the overall technology such as the designing, manufacturing technology, technological process, tests and inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. It is to meet the requirement of the joint venture s operation purpose, and be able to obtain the standard of production quality and production capacity specified in the contract; 
2. Party B guarantees that the technology specified in this contract and the technology transfer agreement shall be fully transferred to the joint venture company, and pledges that the provided technology should be truly advanced among the same type of technology produced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage; 
3. Party B shall work out a detailed list of the provided technology and technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance; 
4. The drawings, technological conditions and other detailed information are part of the transferred technology and shall be provided on time; 
5. During the term of the technology transfer agreement, Party B shall provide the joint venture company with any improvements in the technology and the improved information and technological materials in time, and shall not charge separate fees; 
6. Party B shall guarantee that the technical personnel and the workers in the joint venture company can master all the technology transferred within the period specified in the technology transfer agreement. 
Article 17 
In case Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, Party B shall be responsible for compensating the direct losses to the joint venture company. 
Article 18 
The technology transfer fee shall be paid in royalties. The royalty rate shall be ___________% of the net sales value of the products. The term for royalty payment is the same as the term for the technology transfer agreement specified in Article 19 of this contract. 
Article 19 
The term for the technology transfer agreement signed by the joint venture company and Party B is ___________ years. After the expiration of the technology transfer agreement, the joint venture company shall have the right to use, research and develop the imported technology continuously. 
(Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation). 

Chapter 8 Selling of Products 

Article 20 
The products of joint venture company will be sold both on the Chinese and the overseas market, the export portion accounts for __________%, __________% for the domestic market. 
(Note: An annual percentage and amount for outside and domestic selling will be written out according to practical situations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company). 
Article 21 
Products may be sold on overseas markets through the following channels: The joint venture company may directly sell its products on the international market, accounting for ___________%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __________%. The joint venture company may entrust Party B to sell its products, accounting for ______________%.
Article 22 
The joint venture s products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the joint venture company directly. 
Article 23 
In order to provide maintenance service to the products sold both in China or abroad, the joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.
Article 24 
The trade mark of the joint venture s products is __________. 

Chapter 9 The Board of Directors 

Article 25 
The date of registration of the joint venture company shall be the date of the establishment of the board of directors of the joint venture company. 
Article 26 
The board of directors is composed of __________directors, of which ___________shall be appointed by Party A, _________by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party. 
Article 27 
The 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 the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. 

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，中外合资经营合同（中英文）格式