Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on
Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese
laws and regulations, party A and party B , in accordance with the
principle of equality and mutual benefit and through friendly
consultations, agree to jointly set up a western-style restaurant in
Zhejiang province in China。
Chapter 2 Parties of the Cooperative Venture
Article 1Parties to this contract are as follows:
Party A: Name: Position: Nationality:
Telephone E-mail
Party B: Name: Position: Nationality:
Telephone E-mail
Chapter 3 Establishment of the Cooperative Venture Company
Article 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up The Blue-Luna Western-style food service Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).
Article 3The name of the Cooperative venture company is The Blue-Luna Western-style food
Limited Liability Company. The name in foreign language is蓝月亮西式餐饮服务有限公司. The legaladdress of the joint venture company is at 400#Liuhe street Hangzhou(city) Zhejiang province.
Article 4 All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.
Article 5 The organization form of the Cooperative venture company is a
limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.
Chapter 4 The Purpose, Scope and Scale of Production and Business
Article 6 The goals of the parties to the Cooperative venture are to strengthen the capital strength,raise the service level,to provide the community a higher quality service of western-style food.
Article 7 The productive and business scope of the Cooperative venture company is Article 7 the joint venture company production and business scope is:
Provide special western food, coffee, drinki, teacookies.
Provide additional services: books and newspapers free lending, wireless network free using.
Research and development of special food: global food correspondents, try to provide the newest and hottest food over the world. Local researchers analyze the sent samples , the Chef of the restaurant will improve and push out .
Article 8 The production scale of the Cooperative venture company is as follows:
1. The service capacity after the Cooperative venture is put into operation is supplying 100 consumers at the same time
2. The service scale may be increased up to supplying 100 consumers at the same time with the development of the production and operation. The service varieties may be added into Dessert, ice cream, buffet.
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9The total amount of investment of the Cooperative venture company is RMB1000,000
Article 10 The registered capital of the joint venture company is RMB 500,000.
Article 11 Party A and Party B will contribute the following to the cooperative venture:
Party A:
Cash 250,000 ;
machines and equipment 50.000Yuan;
business shop one-year lease contract: 150,000Yuan
in a total:450000Yuan.
Party B:
Cash150,00Yuan ;
proprietary technology of manufacturing methods for special western-style food 100,000Yuan;
one-year Party b slef-service as a restaurant master contract：100，000Yuan
in a total:650,000Yuan.
Article 12 The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within 3 stages after the approval of the contract. The cash contributed by Party B shall be paid in installment. Each installment shall be as follows:
The first stage: party a 150,000Yuan and party b 150,000Yuan (paid in 30 days);
The second stage: party a 50,000Yuan and party b 50,000Yuan (paid in 60 days);
The second stage: party at 50,000Yuan and party b 50,000Yuan (paid in 90 days).
Article 13 when part a or part b, transfer all or part of its capital contribution to the third party, must be approved by the other party agreed to,and tell the approval authority for approval. When a party transfer all or part of its capital contribution, the other party has a preemptive right under the same conditions.
Chapter 6 Responsibilities of Each Party to the Joint Venture
Article 14 Party A and Party B shall be respectively responsible for the following matters: Responsibilities of Party A:
Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge in China;
Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company;
Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;
Responsible for handling other matters entrusted by the cooperative venture company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port;
Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting;
Training the technical personnel and workers of the cooperative venture company;
Responsible for other matters entrusted by the joint venture company.
Chapter 7 Labour Management
Article 15 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law
of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.
Article 16 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by both directors。
Chapter 8 Equipment purchase
Article 17 If the joint venture company need to buy the machinery、equipment, raw materials, fuels, accessories set and office supplies, etc, both sides should know, then to purchase.
Chapter 9 Taxes, Finance and Audit
Article 18
1.The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
2.Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.
3.The joint venture companies in accordance with the law of the People's Republic of sino-foreign equity joint venture law provisions of the
reserve funds, enterprise development fund and worker welfare award fund every year, and the proportion of extraction decided by both sides according to company management.
Chapter 10 Duration of the Cooperative Venture
Article 19 The duration of the cooperative venture company is 1 years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued.
Article 20 An application for the extension of the duration, proposed by one party and unanimously approved by the both sides, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.
Chapter 11 the joint venture expires property processing
Article 21 The joint venture expires or terminates the joint venture, the joint venture company shall conduct liquidation according to law, the liquidation after the property, party A and party B should according to the proportion of investment distribution.
Chapter 12 Insurance
Article 22 Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the Ping An Insurance Company. Types, value and duration of insurance shall be decided by the both directors in accordance with the provisions of the People's Insurance Company of China.
Chapter 13 Amendment, Alteration and Termination of the Contract
Article 23 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.
Chapter 14 Liability for Breach of Contract
Article 24 Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5
of this contract, the party in breach shall pay to the other party 10% of the contribution starting from the first month after exceeding the time limit.
Article 25 In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract within 15 days after the contract comes into force.
Chapter 15 Force Majeure
Article 26 Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the
contract according to the effects of the events on the performance of the contract.
Chapter 16 Applicable Law
Article 27 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's Republic of China.
Article 28 any conflictment and arguement ralated with this contract dispute shall submit to the arbitration commissionthe, the arbitration award shall be final and binding in both parties.
Chapter 17 Settlement of Disputes
Article 28 Any disputes arising from the execution of, or in connection with, the contract shall be settled through the law-related consultations between both parties. The arbitral award is final and binding upon both parties.
Article 29 During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.
Chapter 18 Language
Article 30 The contract shall be written in Chinese and in English. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.
Chapter 19 Effectiveness of the Contract and Miscellaneous Article 31 The appendices drawn up in accordance with the principles of this contract are integral parts of this contract, including: the project agreement, the technology agreement, the sales agreement etc.
Article 32 The contract and its appendices shall come into force commencing from the date of approval of the related departments.
Article 33 Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.
Article 34 The contract is signed in _HangZhou______, China by the authorized representatives of both parties
For Party A For Party B
(Signature) (Signature)
Chapter 10 Business Management Office
Article 26 The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a chief manager, chief catering and logistics management personnel. The general manager, chief catering and logistics management personnel, whose terms of office is 1 years shall be appointed by Party
A and Party B.
Article 27 The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company.
Chief catering is responsible for the daily work of restaurant food. Logistics management is responsible for the daily service work.
Article 29 In case of graft or serious dereliction of duty on the part of the general manager and deputy, Party A and Party B shall have the power to dismiss them at any time.