商务英语综合辅导：中外合资经营合同格式

　　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).
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