Terms of Contract English 1. Contract, Agreement (合約) 2. Letter of Intent (意願書) Memorandum of Understanding (MOU) (合作)備忘錄 3. 簡短英文合約 Letter (函) Waiver (棄權書) Guaranty (保證書) Power of Attorney (委任書) 4. General Agreement 總約定書 Guaranty (保證書) C 保證人 (A—B Bank) . Credit Letter (授信書) 5. Joint Venture Agreement 合資合約 Share Purchase Agreement 股份收購合約 Loan Agreement 貸款合約 Distribution Agreement 經銷合約 License Agreement 授權合約 Employment Agreement 雇用合約 Sales Agreement 銷售合約 Exclusive Agent Agreement 獨家代理合約 6. Investment Proposal 投資說明書 Business Plan 營業計劃書 Minutes of Board 董事會會議記錄 II Here + 介繫詞=介繫詞 +this agreement 1. 2. 3. 4. obligations hereunder= obligations under this agreement payment due hereunder= payment due under this agreement both parties hereto= both parties to this agreement items specified in the Attachment 1 hereto= items specified in the Attachment 1 to this agreement 5. Both parties hereby agree that….=By this agreement both parties agree that…. 6. The seller hereby waives (放棄) the right of= By this agreement the seller waives the right of…. 7. To follow the terms and conditions herein= to follow the terms and conditions in this agreement 8. To take effect on the date hereof= to take effect on the date of this agreement 9. The headings of the sections hereof= the headings of the sections of this agreement *hereinafter: 以後在本契約中 10. Thereof (the same) of _____ a) This agreement is written in the English language. In case of any discrepancy between the English version and any other translation thereof, the English text shall govern. (of the version) b) The buyer shall, at its own expense, insure the Products for the period of the transportation thereof in the amount of the Price plus ten (10) percent thereof. of the product of the price IV) Shall 應該 義務 May 得 權利 Shall not不得 Agreement: Commencement 開場白 (前言) Recitals (Preambles) 序文(導言)/Witnesseth 茲證明 Whereas….. clauses Definitions 定義 Main Clauses IN WITNESS WHEREOF, …. 結語 Signature Joint Venture Agreement This Joint Venture Agreement is made on the 20th day of January 2013by and between: 1) ENTERPRISES HOJAEC SA, a company organized and existing at 89 Rue Albert Thomas, 75010 Paris, France and 2) Mark Gilbert Handerson, an individual with nationality of the United States of America (passport no. 12345678), residing at 2199 Pam Street, Pleasant Hill, California 94509, USA. Witnesseth: Whereas, ENTERPRISES HOJAEC SA and Mark Gilbert Handerson are desirous of establishing a joint venture company (FMP) in Taiwan to manufacture and sell the Products in the Territory. Whereas, ENTERPRISES HOJAEC SA is desirous of contributing to US$9,000,000 and is desirous of owing 80% of the shares to be issued by FMP. Whereas, Mark Gilbert Handerson is desirous of contributing to the FMP US$1,000,000 and certain technical information to manufacture and sell the Products and of owning 20% of the shares to be issued by FMP. Definitions: In this agreement, the following terms have the following meanings: 1) Products herein means iPhone 5s, iPhone 6s, & their accessories. 2) Territory means all the states of the USA. Article 1 Sale of Products Article 2 Specifications Article 3 Quality Article 4 Payment Article 5 Delivery Article 6 Patent Infringement Article 7 Article 8 Article 9 Termination Warranty Force Majeure Article 10 Governing Law Article 11 Arbitration _______________________ Name: John Smith Title: President ENTERPRISES HOJAEC SA ____________________ Mark Gilbert Handerson Passport no. 12345678