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Modele de document et de lettre : Contrat de coopération technique

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Technical Cooperation Agreement

Between
[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of France, registered office (France), represented by Mr. [DENOMINATION PARTIE 1] in his capacity as Managing Director, hereinafter called, “A”,

And

[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office, [ADRESSE SIEGE SOCIAL], represented by [DENOMINATION PARTIE 2] in his capacity as CEO, hereinafter called “B”,
Recitals
This contract is based on the facts and information below concerning A’s process, reputation and know-how.
Process
[PROCEDE] removes and prevents scale build up in water systems without chemicals or filters.
[PROCEDE] is a treatment for liquids in general. Its primary purpose is the prevention of the formation of mineral deposits (scale and encrustations) in pipes and fixtures, and the removal of existing deposits without causing corrosion.
[PROCEDE] does not add anything to nor take anything from the liquid.
[PROCEDE] is a very unique catalyst. It changes the magnetic properties of the minerals in the liquid in such a manner that they are repelled from each other and from the walls of pipes and fixtures. This prevents the formation of scales and removes those that exist.
[PROCEDE] does not require an external energy source, it is entirely self-contained.
[PROCEDE] treatment can be applied to systems that handle a trickle of flow or to a city's entire water system, and every system, and everything in between.
[PROCEDE] catalytic action simply prevents mineral deposits and removes those that exist without changing the chemical properties of the water.
Reputation
A’s and its trademarks in particular have acquired a worldwide renown for quality from which B’s joint venture benefit.
Know-How
Over the years, A has acquired and perfected expertise in the development of [PROCEDE]. The above stated, B has expressed its wish to fabricate and sell the aforementioned systems and products, and has applied for a license to exploit the [PROCEDE] and associated know-how.
Therefore, the Parties hereby agree as follows:
Article 1 - Definitions
a)                         Products: see appendix [NUMERO D' ANNEXE] .
b)                         Territory: Popular Republic of China.
c)                         The articles of Incorporation: see appendix [NUMERO D' ANNEXE].
Article 2 - Purpose of the Agreement
The purpose of this Agreement are to record the understandings and Agreements of A and B as to the nature, the scope and the basic conditions of their joint venture and to provide the necessary approvals from the authorities of France and the Popular Republic of China.
Article 3 - Scope of the Project
The joint project of A and B is to manufacture and sell in the Republic of China, catalytic cells and [PROCEDE] being made with the use of the process, technology and know-how developed by A in the manufacture of catalytics sold under the trade mark [NOM MARQUE].
Article 4 - Formation and Organization of a Joint Venture Company
As promptly as practicable after effective date, A and B shall cause the incorporation of the joint venture company under the laws of the Republic of China, in accordance with the schedule set forth in Appendix [NUMERO D' ANNEXE] hereto.
The joint venture company shall be in the form a limited liability company and shall be named [NOM NOUVELLE SOCIETE] China.
The Articles of incorporation of the joint venture company shall be in the form attached hereto as Appendix [NUMERO D' ANNEXE].
The joint venture Company’s principal office shall be in [ADRESSE SIEGE SOCIAL].
A and B shall respectively hold directly or through affiliated companies or persons.
A: 52 %
B: 48%
of the issued capital stock of the joint venture company and agree to subscribe or cause to subscribe the issued shared at their par value.
Article 5 - Management of the Joint Venture
The management of the joint venture company shall be the responsibility of its managing director.
Article 6 -Technical Definition and Feasibility of the Project
Immediately upon execution of this Agreement, the Parties shall jointly undertake a comprehensive and detailed definition of the project to be realized by the joint venture company and a feasibility study of the same, both to be completed within [DUREE PGME] months after the execution of this Agreement.
The above technical definition and feasibility study shall be submitted to the respective managements of A and B which will decide as the realization of the project on the basis of the resulting conclusions relating to capital investment, operating costs and sales forecasts.
Each Party will bear its own related expenses.
Article 7 - Plant Location
The joint venture company-manufacturing unit shall be located in [ADRESSE SOCIETE].
The ground necessary for the industrial activities of the joint venture company and their foreseeable expansion shall be provided by B on a long-term basis lease under terms and conditions as defined in a lease Agreement that shall be expected immediately upon of the joint venture company and annexed to this Agreement as implementation Agreement.
Article 8 – Hardship
The Parties are aware of the fact that this Agreement does not constitute a fair and equitable basis for their joint venture. In the event that during the period of this Agreement the general situation and/or the data on which this Agreement is based are substantially changed so that either Party suffers severe and unforeseeable hardship, they shall consult each other and show mutual understanding with a view to making such adjustment as would appear to be necessary and such revisions as would be justified by circumstances which could not reasonably be foreseen, as of the date on which this Agreement was entered into, in order to restore the equitable character of this Agreement.
The Party who considers that the condition set forth in the here above paragraph are met, shall give notice thereof to the other Party by registered letter, return receipt requested which will specify the date and nature of the events which caused the change alleged by it, an evaluation of the hardship which is or will be suffered and the proposal made by it to remedy that change. Any notice given more than 12 (twelve) months after the date of occurrence of the event that caused the change alleged by the Party giving the notice shall be of no effect.
Article 9 - Force Majeure
Performance of all or part of the contractual obligations incumbent on the Parties under the terms herein shall be deferred in the event of force majeure.
Force majeure means any event that the Parties could not be expected to foresee, that is entirely beyond the control of the defaulting Party, and that prevents the obligations of the Agreement being performed as originally intended.
The Parties agree that the following in particular shall be considered cases of force majeure: war riots, fire, strike, inability to procure, and general transportation stoppage.
In the event of force majeure, as defined above, the invocating Party shall give notice to the other Party by registered letter with bill of receipt, or by telex or facsimile transmission within eight days of the event.
In the event of deferral, the term of the Agreement shall be extended accordingly.
Article 10 - Cancellation
In the event the obligations of one of the Parties don't comply with the articles referred to hereunder, the contract shall be, if required by the creditor of the said obligations, cancelled, by giving notice to such termination to the debtor of the obligations within 1 (one) month. Such notice shall serve to discharge the Parties hereto from their mutual obligations and responsibilities under this Agreement with respect to such products.
Cancellation of the contract shall be effective 30 (thirty) days within the creditor's inefficient notice.
Article 11 - Language
This Agreement exists in 6 (six) original copies, in English.
Any translation, particularly into Mandarin Chinese or French, shall be reputed for the sole needs of the Party responsible for requesting, performing or commissioning the translation.
In the event of a dispute, the English original shall prevail.
Article 12 - Governing Law
The Agreement should be governed by the laws of France.
Article 13 – Arbitration
All disputes arising out of or in connection with this Agreement shall be finally settled by arbitration under the ICC (International Chamber of Commerce) in Paris. The place of arbitration should be Paris.
Article 14 - Registration and Fiscal Charges
All charges, taxes and duties payables with respect to the Agreement above shall be borne, in each country, by the resident Party who undertakes to make prompt payment and comply with all fiscal requirements in respect of the Agreement.

Agreement made in Paris, this [JOUR/MOIS SIGNATURE DU CONTRAT] day of [ANNEE SIGNATURE DU CONTRAT], in 6 (six) original copies.

A                                                B
[DENOMINATION PARTIE 1]                [DENOMINATION PARTIE 2]

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