中外合资企业股东协议(英)

    CLAUSE 8. COOPERATION OF BOTH PARTIES:

    8.1 Upon reasonable request of FCAM, Y as the joint venture partner, agrees to render cooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by Y.

    8.2 Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise, Y or X as the case may be, agrees to render cooperatin to FCAM as much as practicably possible, by giving advice, information and assistance or by making available the services of their staff personnel, or in any other manner the party rendering the cooperation deems fit on the following matters, it being understood however that Y as the joint venture partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and X shall primarily render cooperation to FCAM on the matters of B group:

    A.

    (1)Acquisition of import licenses for machinery, components and materials;

    (2) Recruiting and employment of workers;

    (3) Settlement of labor disputes;

    (4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force; acquisition of licenses, incentives, permissions and authorizations from the authorities of the Mexican Government;

    (5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;

    (6) Negotiations with the authorities of the Mexican Government and

    (7) Suits or any other legal actions with third parties instituted by or against FCAM;

    (8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.

    B.

    (1) Marketing of PRODUCTS. Market research and product planning; so as to achieve the business targets from time to time established by FCAM.

    (2) Preparation of advertising and marketing aids relating to PRODUCTS;

    (3) Purchase of components and materials;

    (4) Acquisition of licenses, permissions of third parties under such third parties，patents or other industrial property rights;

    (5) Accounting and financial analysis, cost calculations;

    (6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement, to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.

    8.3 Nothing set forth in 8.1 or 8.2 above shall be construed or interpreted to require either party hereto to be responsible, jointly or severally with FCAM, for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof), or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of X or Y, actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid or reimbursed by FCAM to X and as the case may be. Payment or reimbursement to ______________shall be made in United States of American dollars.

    CLAUSE 9. TERM TERMINATION:

    9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained, subject to the registration referred to in l.5 of CLAUSE I hereof, and shall thereafter continue in full force and effect, so long as both X and Y continue to be shareholders of FCAM.

    9.2 This Agreement shall terminate upon the occurrence of any of the following events:

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

    (2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty (30) calendar day period; or upon assignment of all or substantially all of FCAM's proper－ties for the benefit of creditors; or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM's properties; or upon the voluntary or involuntary dissolution of FCAM;

    (3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM;

    (4) Any of the events described in 2) above shall have occurred with respect to Y in stead of FCAM

    (5) Termination of this Agreement by X pursuant to the provision of 9.4 hereof; or

    (6) Termination of this Agreement by Y pursuant to the provision of 9.4 hereof; or

    (7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.

    9.3 If and when the law of Mexico shall no longer permit Y to own at least forty-nine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM, or upon termination or non-renewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s), if any, be concluded, between FCAM and Y and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s), if any, to be concluded between FCAM and Y X may, at its option, terminate this Agreement at any time upon at least ninety (90) calendar days' prior written notice to Y.

    9.4 Either party hereto shall have the right to terminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect, and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party, provided, however, that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party, such as acts of God, acts or omissions of any Government or agencies thereof, compliance with request, rules, regulations or orders of any governmental authority, fire, storm. flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot sabotage, invasion, quarantine restriction, strike, lock out, and transportation embargo or failure or delay in transportation, shall be excluded in determining the applicable time period, but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure or delay on the part of any party to exercise its rights of termination of this Agreement for any one or more breaches or defaults by the other party shall be construed to prejudice its rights of termination of any other or subsequent breaches or defaults.

    9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof, then, X shall be deemed to have offered all the shares of FCAM then owned by Y for sale to X pursuant to the applicable provisions of the Articles of In corporation of FCAM.

    9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntary isolation of FCAM), both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expeditiously as possible.

    9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM, any monetary liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further, in the event that the selling party has guaranteed any indebtedness of FCAM, the party remaining as the shareholder of FCAM shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.

    CLAUSE 10. USE AND CONFIDENTIALITY OF TECHNICAL INFORMATION.

    As it is for the best interest and benefit of both parties hereto and FCAM, the followings are mutually agreed:

    (1) Both parties hereto shall ensure that technical information, technical knowhow and knowledge furnished or disclosed, or machinery supplied by Y to FCAM, shall be used solely by FCAM for the purpose of manufacturing ODUCTS, and that FCAM shall not allow or cause any of such information, knowhow or knowledge, or machinery tobe used by any third party, and further that FCAM shall not copy any such machinery.

    (2) X shall, maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAM furnished or disclosed to FCAM by Y.

    (3) Except as otherwise required by the laws of Mexico, either party hereto shall not disclose or pulge, and shall not permit FCAM to disclose or pulge, the, terms of this Agreement or any agreements concluded between FCAM and Y to any third party person, firm or corporation; and

    (4) The foregoing obligations of the respective parties to maintain and protect the confidentiality.