Article 40
In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure， the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.
Chapter 17 Liability for Breach of Contract
Article 41
Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association， or seriously violates the provisions of the contract and articles of association， that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority， and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation， the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company.
Article 42
Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract， the party in breach shall pay to the other party____RMB， or_________% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after_______________months，_________RMB， or_________% of the contribution shall be paid to the other party， who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.
Article 43
Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party， the party in breach shall bear the liability therefor. Should it be the fault of both parties， they shall bear their respective liabilities according to the actual situation.
Article 44
In order to guarantee the performance of the contract and its appendices， both Party A and Party B shall provide each other with bank guarantees for performance of the contract within____days after the contract comes into force.
Chapter 18 Force Majeure
Article 45
Should either of the parties to the contract be prevented from executing the contract by force majeure， such as earthquake， typhoon， flood， fire， war or other unforeseen events， and their occurrence and consequences are unpreventable and unavoidable， the prevented party shall notify the other party by telegram without any delay， and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall， through consultations， decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.
Chapter 19 Applicable Law
Article 46
The formation， validity， interpretation， execution and settlement of disputes in respect of this contract shall be governed by the relevant laws of the Peoples Republic of China.
Chapter 20 Settlement of Disputes
Article 47
Any disputes arising from the execution of， or in connection with， the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations， the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties.
Article 48
During the arbitration， the contract shall be observed and enforced by both parties except for the matters in dispute.
Chapter 21 Language
Article 49
The contract shall be written in Chinese and in_______________. Both language versions have the same effect. In the event of any discrepancy between the two aforementioned versions， the Chinese version shall prevail.
Chapter 22 Effectiveness of the Contract and Miscellaneous
Article 50
The appendices drawn up in accordance with the principles of this contract are integral parts of this contract， including the project agreement， the technology transfer agreement， the sales agreement， etc.
Article 51
The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Commerce of the Peoples Republic of China (or its entrusted examination and approval authority).
Article 52
Should notices in connection with any partys rights and obligations be sent by either Party A or Party B by telegram or telex， etc.， the written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.
Article 53
This contract shall be made in_________originals， each party and the Ministry of Commerce of the Peoples Republic of China holding 1 copy respectively. All the originals are equally authentic.
Article 54
The contract is signed in_________， China by the authorized representatives of both parties on_________， 20_______________.
Party A：_________(Seal)Party B：_________(Seal)
Legal representative：_______________Legal representative：
注释：
1. amendment of the contract 合同修改
amendment合同修改是合同主要条款中的一款，涉及规定合同修改的方式和方法，一般约定“非经过双方书面同意，不得修改合同”。
