영문 합작투자계약서

JOINT VENTURE AGREEMENT

This Agreement made and entered into this ( )th day of (), 1992, by and between:

1. (),a corporation duly organized and existing under the laws YoungdungpoGu, Seoul 150721, the Republic of Korea (hereinafter referred to as Party A) : and;

2. (),a corporation duly organized and existing under at No. ()(hereinafter referred to as Party B)

WITNESSETH :

Party A and Party B desire to cooperate in the organization of a new company to be organized under the laws of () (hereinafter referred to as the Country ) for the purpose of engaging in the business of manufacturing certain Products (as defined hereafter) for sale in the Country and elsewhere.

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the Parties (as defined hereafter) agree as follows :

Article 1. Definitions

1.1 The Agreement means this Agreement including its Exhibits attached hereto.

1.2 The Parties and a Party mean(s) Party A and Party B or anyone of them, as the context requires.

1.3 The Affiliate(s) of any Party mean(s) any corporation, association, or other entity which, directly or indirectly, controls said Party or is controlled by said Party or is under common control with said Party, where control means power and ability to direct the management and policies of the controlled enterprise through ownership of or control by proxy of more than fifty percent(50% ) of the voting shares in the controlled enterprise or in the contractor otherwise.

1.4 The Company means the joint venture company, as a limited liability its company, to be formed pursuant to Article 3 of this Agreement.

1.5 The Products mean the products manufactured by the Company using the technology and knowhow provided to the Company under the terms and conditions of the License Agreement, substantially stipulated in Exhibit A attached hereto.

1.6 The Articles of Association means the articles of association of the Company, substantially in the form of Exhibit B attached hereto.

1.7 The License Agreement means the license and technical assistance agreement to be entered into by and between the Company and Party A under this Agreement, substantially in the form of Exhibit C attached hereto.



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