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최신표준영문합작투자계약서사례
본문
최신표준합작계약서
JOINT VENTURE
AGREEMENT
THIS AGREEMENT is entered into this [1st] day of [June, 2008]
by and between [X, INC.] a corporation organized and existing under the laws of
the Republic of Korea(hereinafter referred to as "Korea"), with its principal
office at [159, Samsung-dong, Kangnam-ku, Seoul, Korea] (hereinafter referred to
as "X") and [Y CO., LTD.] a company organized and existing under the laws of the
State of [New York, United States of America], with its principal office at
[140, 51st, West, New York, N.Y., United States of America](hereinafter referred
to as "Y").
WITNESSETH:
WHEREAS, [X] is engaged in the business of
[promoting the sale and distribution of various goods] in Korea; and
WHEREAS,
[Y], which is engaged in the business of [manufacturing and selling the
computers and possesses valuable technology, considerable skill and experience
relating to the design and manufacture thereof in the United States];
and
WHEREAS, the parties hereto desire to establish a company in Korea, for
the principal purpose of [engaging in the business of manufacturing and selling
of the computer].
NOW THEREFORE, for and in consideration of the premises
and mutual covenants herein contained, [X] and [Y] hereby agree as
follows:
Section 1.00 DEFINITIONS
When used in this Agreement,
each of the terms set forth in this section shall have the meaning
indicated:
1.01 "NEWCO"
The joint stock company to be incorporated under
the laws of Korea by the parties hereto in the manner provided in section 3.00
hereof, and to be known in Korean as "[NEWCO Chusic Hoesa]" and in English as
"[NEWCO Co., Ltd.]".
1.02 "EFFECTIVE DATE"
The date of the signing of
this Agreement.
1.03 "ASSOCIATED AGREEMENTS"
Those agreements related
to this Agreement which are to be entered into between or among [X], [Y] and
NEWCO, as the case may be, pursuant to section 4.00 hereof.
1.04
"SHARES"
Those shares of par value common voting stock which are to be issued
by NEWCO to the promoters of NEWCO and the parties hereto in exchange for their
respective contributions which are to be made pursuant to section 3.00 hereof,
as well as any additional shares of the capital stock NEWCO which may be issued
from time to time pursuant to section 7.00 hereof or otherwise.
1.05
"AFFILIATE"
Any corporation, other juridical entity, partnership or other
business enterprise :
1.05.1 which owns or controls, directly or
indirectly, fifty percent(50%) or more of the voting rights with respect to the
election of directors of either party hereto;
1.05.2 of which fifty
percent (50%) or more of the voting rights with respect to the election of
directors is owned or controlled, directly or indirectly, by a party
hereto;
1.05.3 of which fifty percent (50%) or more of the voting rights
with respect to the election of directors is owned or controlled, directly or
indirectly, by any corporation, other juridical entity, partnership or other
business enterprise qualifying under sub-paragraph 1.05.1 or 1.05.2
above.
본문내용
08 ] by and between [ X, INC. ] a corporation
organized and existing under the laws of the Republic of Korea(hereinafter
referred to as "Korea"), with its principal office at [ 159, Samsung-dong,
Kangnam-ku, Seoul, Korea ] (hereinafter referred to as "X") and [ Y CO., LTD. ]
a company organized and existing under the laws of the State of [ New York,
United States of America ], with its principal
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