中外合资企业股东协议（英）
SHAREHOLDERS’AGREEMENT
THE AGREEMENT，MADE THIS DAY OF20__BY AND BETWEEN XXX，A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT________MEXICO（HEREINAFTER REFERRED TO AS“X”），REPRESENTED BY_________AND YYY，A CORPORATION DULY ORGANIZED AND EX-ISTING UNDER THE LAWS OF_____________AND HAVING ITS PRINCIPAL OFFICE AT（HEREINAFTER REFERRED TO AS“Y”），REPRE-SENTED BY__________。
WITNESSETH
WHEREAS，Xhas been established with the purpose _________among other things，of investing ___________business，and is now desirous of becoming engaged in the manufacturing and selling Contract business；
WHEREAS，Yhas for many years been engaged in _______________，among other things，research，development and production of certain Contract Products and in the sale of such Products in various parts of the world；WHEREAS，Yhas experience in manufacturing Contract PRODUCTSin overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS。
WHEREAS，Xand Yare desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTShereinafter more particularly described；and WHEREAS，Xand Yare desirous that said new company will obtain technical assistance from Yfor manufacturing such PRODUCTSand Yis willing to furnish such technical assistance to the new company；NOW，THEREFOREin consideration of the premises and the mutual covenants herein contained，it is hereby mutually agreed as follows：
CLAUSE1。INCORPORATION OF NEW COMPANY：
1.1For the purpose of forming a new company to engage in manufacturing and selling the PRODUCTSdefined in2.1of CLAUSE2，both parties hereby agree to incorporate jointly in Mexico a stock Corporation of variable capital under the Commercial Code of Mexico，with such corporation’s Articles of Incorporation to be in the form attached hereto as Exhibit A，which shall be an integral part of this Agreement，such new corporation to be hereinafter referred to as FCAM。
The name of FCAMshall be：subject to the provisions of Articles of Incorporation of FCAM。
1.2The percentage ownership of the respective parties hereto in the capital stock of FCAMshall be，Xand its three designees an aggregate of fifty-one percent（51%），and Yand its three designees，an aggregate of forty-nine percent（49%），which percentage shall be maintained without change at all times during the term of this Agreement，unless other-wise expressly agreed in writing by both parties hereto。In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five（5）shareholders.each of Xand Ymay appoint three（3）designees，each of whom shall own one（1），but not more than one（1），share of FCAMout of their respective shareholdings during the term of this Agreement。Xand Yshall at all times be responsible for their respective designees compliance with the provisions of this Agreement and the Articles of INcorporation of FCAMapplicable to Xand Yso long as any of them or their successors or assigns hold said shares of FCAM，prior to the appointment of them or their successors or assigns hold said shares of FCAM，prior to the appointment of such designees。Xand Yshall consult with each other。
1.3During the term of this Agreement，neither party hereto shall（whether voluntarily or by operation of law or otherwise sell，assign，transfer，mortgage，pledge，encumber，grant a security interest in，or in any other manner dispose of attempt to dispose of（hereinafter sometimes referred to as dispose or disposition），any or all of the shares of FCAM（or any right or interest therein）which may now or hereafter be owned by either party hereto，except in accordance with the terms and conditions of this Agreement and the Articles of Incorporation of FCAM。
1.4X’s investment in the initial capital of FCAMor in any subsequent increase of the authorities of the_____Government。
1.5Promptly after the incorporation of FCAM，both parties hereto shall cause FCAMto file application for and obtain its own registration as well as that for Xand Y’s shares in FCAMat the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign investments。
CLAUSE2。PRODUCTS TECHNICAL ASSISTANCE：
2.1Products to be manufactured and sold by FCAMshall be ___________specified to be hereinafter referred to as contract PRODUCTS。other type may be added as Contract PRODUCTSif and when mutually agreed by Yand X。
2.2。Both parties hereto agree that Yshall furnish to FCAMcertain license and technical assistance for manufacturing PRODUCTSto the extent provided in the Technical Assistance Agreement to be concluded between FCAMand Yin the form attached thereto as Exhibit B。（hereinafter referred to as the Technical Assistance Agreement）。
CLAUSE3。MARKETING PRODUCTS：
3.1ASit is most efficient and economical and therefore it is for the best interest of FCAM，sale of Contract PRODUCTSmanufactured by FCAMshall be directly made by FCAMitself to third party ________________in Mexico。
3.2When export of Contract PRODUCTSmanufactured by FCAMis recommended by export through Y，since it is for the interest of FCAMin making export to use the international sales facilities of Yand also since Yhas and expects to have commercial dealings and commitments under exclusive sales rights covering certain of its products in which the Contract Products are included，in countries of the world，and therefore FCAM’s attempts to export otherwise through Ycould cause a serious breach on the part of ___________of legal commitments which Yhas with third parties。It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports of FCAM’s PRODUCTSas hereinabove contemplated，as will be determined between FCAMand Y。
CLAUSE4。TRADEMARK：
4.1Both parties hereto agree that unless otherwise agreed by them，the trademarks used on all PRODUCTSmanufactured by FCAMshall be __________which are owned by Y，provided that use by FCAMof such trademarks shall be subject to and governed by the terms and Conditions of the Trademark License Agreement to be concluded between FCAMand Yin the form attached hereto as Exhibit C，（hereinafter referred to as the Trademark License Agreement）。
4.2Xhereby agrees for itself and also agrees to cause FCAMto agree that FCAMshall choose to use the trademarks ______alone and not in a linked or conjoined form with another Mexican trademark，unless such linked or conjoined use is required by Mexican Law，and further that if and to the extent that such linked or conjoined use is legally required but exemption from complying with the linking or conjoining obligation is lawfully available，Xshall use its best efforts to obtain or cause FCAMto obtain such exemption。Should a linked or conjoined use with a Mexican trademark be finally and compulsorily required，then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by Yand Xand which shall be the property of FCAM。
CLAUSE5。MANAGEMENT OF FCAM：
5.1Both parties hereto agree that management of FCAMshall be vested in the Board of Directors of FCAM，in accordance with the Articles of Incorporation of FCAMand any applicable provisions of this Agreement。
5.2Both parties here agree that vesting management of FCAMin its Board of Directors requires such Board to be responsible，among others，for approving the overall business plan of FCAMto be submitted to both parties hereto for review and approval，and for monitoring the business plan approved by both parties。
5.3Notwithstanding the provision of5.1above.both parties hereto shall，as often as either party hereto may desire，consult with each other seeking mutual agreement，in good faith and in mutual trust.on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAMor management of FCAM，prior to discussion and decision at a meeting of the Board of Directors or a general meeting of the share-holders of FCAM。
Such matters shall include the following，which are described by way of example but not limitation：
（1）Business or management policy to be followed by FCAM；
（2）Short，middle and long term business plan and its amendments；
（3）Increase or decrease of the capital stock；
（4）Increase or decrease in the number of members of the Board of Directors，or re-election of the Directors；
（5）Review and approval of the financial statements and distribution of profits for each fiscal year of FCAM。With regard to Declaration of Dividends and distribution of profits of FCAM，it is the intention of both parties hereto to follow a policy where by there will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid。Also，it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutual agreement。
（6）Financing of operations and expansion of FCAM
（7）Important personnel affairs；
（8）Expansion of production capacity；
（9）Commitment of FCAMto any agreement or other arrangement the performance of which will extend beyond one year；
（10）Introduction of new products
（11）Hiring of examiners and legal counsel for FCAM。
5.4In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders，both parties hereto shall cause their nominees on the Board and their representatives or proxies at an ordinary or extraordinary general meeting of the shareholders to vote in favor of the decision reached by mutual consent during the consultation contemplated in5.3above。
5.5Both parties hereto agree to ensure that FCAMwill，to the maximum extent practicably possible，use the forms and requirements of Yfor reporting and retrieval of management and financial information to be given by FCAMto both parties hereto，and that FCAMshall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto。
5.6It is understood and agreed that the Board of Directors of FCAMshall establish from time and time the limits of authority of the General Manager and other officers of FCAMas well as the powers of attorney to represent FCAMin the understanding that all cheques，bills of exchange，promissory notes or any other negotiable instruments for payment of money and on behalf of FCAMshall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM，provided that one of them shall be the General Manager，the Administrative and Finance Manager，the Commercial Manager or the Manufacturing Manager，and shall be the Accounting Manager，the general Accountant，the Comptroller or other officer reporting to the Accounting Manager in order that such cheques，etc。，can be valid and binding on FCAM。
CLAUSE6。TRANSFER OF PERSOFCAMEL：
6.1In addition to those personnel to be appointed as members of the Board of Directors of FCAM，both parties hereto agree to transfer，if and to the extent mutually agreed upon as necessary or desirable，their respective employees to FCAMto staff key positions of corporate organization of FCAM。It is contemplated by both parties hereto that________will staff the positions of Accounting Manager and manufacturing Manager as well as appoint Assistant Manager for marketing and_________will staff the positions of General Manager，Commercial Manager and General Administration and Finance Manager。During temporary absences of the General Manager，the overall administration of FCAMshall be entrusted to the Accounting Manager or manufacturing Mamager as___________shall have designated。
6.2Salaries，including allowances for such personnel transfer either from Xor Yshall be paid by FCAMduring the period such personnel work for FCAM，and costs and expenses incurred for transfering such personnel，including the expense for traveling between _______________and Mexico，shall be paid or reimbursed by FCAMto Xor to Y，as the case may be，to such extent as mutually agreed by both parties hereto。Payment or reimbursement to Yshall be made in United States of America dollars。
6.3Nothing herein contained shall be interpreted to prevent FCAMfrom recruiting and employing its own managers or other employees in the discretion of FCAM。
6.4Both parties hereto agree that to insure efficient and well coordinated management of FCAM，the Board of Directors of FCAMshall require the General Manager of FCAMto have periodic meetings with the key Managers of FCAM，to jointly review and discuss the more important matters related to their respective areas and the General Manager shall re-port to the Board of Directors or request its advise on matters of policy and also on those policy matters where a concurrence of opinion is not reached among the key Managers。
CLAUSE7。SALE OF MACHINERY
Both parties hereto agree，and shall cause FCAMto agree，that Ywill sell to FCAMand FCAMwill buy from Ythrough all the specialized machinery which shall be determined by mutual consultation between Yand FCAMfor the effective utilization of the technical know how furnished by Yto FCAMunder the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both parties hereto。It is understood and agreed that Yshall not be required to furnish the technical information to FCAMunder the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided。
CLAUSE8。COOPERATION OF BOTH PARTIES：
8.1Upon reasonable request of FCAM，Yas the joint venture partner，agrees to render cooperation to FCAMby allowing Mexican managers and other staff or key employees of FCAMaccess to current training programs lone by Y。
8.2Upon reasonable request of FCAMand under such terms and conditions as shall be then mutually agreed upon in writing or otherwise，Yor Xas the case may be，agrees to render cooperatin to FCAMas 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 Yas the joint venture partner in the mother country of FCAMshall primarily render cooperation the FCAMon the matters of Agroup and Xshall primarily render cooperation to FCAMon the matters of Bgroup
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 FCAMunder 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 FCAMto increase the sale of the PRODUCTSby FCAMso 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 FCAMunder 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。
8.3Nothing set forth in8.1or8.2above 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（FCAMshall be solely responsible for such.matters or prosecution or implementation thereof），or to require either party rendering the cooperation to FCAMto 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 Xor Y，actual costs and expenses previously agreed upon by FCAMand incurred for rendering said cooperation shall be paid or reimbursed by FCAMto Xand as the case may be。Payment or reimbursement to ______________shall be made in United States of American dollars。
CLAUSE9。TERM TERMINATION：
9.1This Agreement shall become effective as of the date that the last governmental referred to in1.4of CLAUSE1hereof shall have been obtained，subject to the registration referred to in l.5of CLAUSE Ihereof，and shall thereafter continue in full force and effect，so long as both Xand Ycontinue to be shareholders of FCAM。
9.2This Agreement shall terminate upon the occurrence of any of the following events：
（1）The sale or other disposition by Xon the one hand，or by Yon the other hand，of all of their shares in FCAMin accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM，so that no shares of FCAMare owned by Yon 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 FCAMand 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 in2）above shall have occurred with respect to Xin stead of FCAM；
（4）Any of the events described in2）above shall have occurred with respect to Yin stead of FCAM
（5）Termination of this Agreement by Xpursuant to the provision of9.4hereof；or
（6）Termination of this Agreement by Ypursuant to the provision of9.4hereof；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。
9.3If and when the law of Mexico shall no longer permit Yto own at least forty-nine percent（49%）less3shares 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 FCAMand Yand/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement（s），if any，to be concluded between FCAMand Y Xmay，at its option，terminate this Agreement at any time upon at least ninety（90）calendar days’prior written notice to Y。
9.4Either 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 FCAMin 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。
9.5Upon termination of this Agreement pursuant to（4）or（6）of9.2hereof，then，Xshall be deemed to have offered all the shares of FCAMthen owned by Yfor sale to Xpursuant to the applicable provisions of the Articles of In corporation of FCAM。
9.6Upon occurrence of the events specified in（2）of9.02hereof（other than the voluntary or involuntary isolation of FCAM），both parties hereto shall exercise their respective voting rights as shareholders of FCAMso as to effect the Voluntary dissolution of FCAMas expeditiously as possible。
9.7Upon occurrence of the sale of all of the shares of FCAMowned 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 FCMto 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 FCAMshall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder。
CLAUSE10。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 Yto FCAM，shall be used solely by FCAMfor the purpose of manufacturing ODUCTS，and that FCAMshall not allow or cause any of such information，knowhow or knowledge，or machinery tobe used by any third party，and further that FCAMshall not copy any such machinery。
（2）Xshall，maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAMfurnished or disclosed to FCAMby Y。
（3）Except as otherwise required by the laws of Mexico，either party hereto shall not disclose or divulge，and shall not permit FCAMto disclose or divulge，the，terms of this Agreement or any agreements concluded between FCAMand Yto any third party person，firm or corporation；and
（4）The foregoing obligations of the respective parties to maintain and protect the confidentiality。