JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT

BETWEEN KOREAN PARTY AND FOREIGN PARTY

THIS AGREEMENT is made the _____ day of __________, 20__, between Korean Party, a company organized and existing under the laws of Korea whose registered head office is located at _______________________________________________, Korea(hereinafter referred to as "KP") and Foreign Party, a company organized and existing under the laws of _______________ whose principal office is located at ________________________(hereinafter referred to as "FP").

　

WITNESSETH:

　

WHEREAS, KP manufactures and sells, inter alia, the Products as defined in Paragraph 1.1.1 hereinbelow;

WHEREAS, FP is a company engaged in, inter alia, the manufacture and sale of various kind of products;

WHEREAS, the parties hereto wish to cooperate in the manufacture and sale of the Products so as to take advantage of their respective experience and expertise in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:

Article 1. Definitions

1.1 In this Agreement, the following expressions shall, unless the context otherwise requires, have the followingmeanings:

1.1.1 "the Products" shall mean the X Products and related products which are further specified in the schedule annexed hereto as Exhibit A.

1.1.2 "the Technical Assistance Agreement" ("TAA") shall mean the technical assistance agreement which will be entered into by and between KP and the JVC and agreed to by FP, in approved terms.

1.1.3 "the Trademark License Agreement ("TMLA")" shall mean the trademark license agreement which will be entered into by and between KP and the JVC and agreed to by FP, in approved terms.

1.1.4 "JVC" shall mean the joint venture company to be formed and incorporated pursuant to provisions of Article 3 hereof.

Article 2. Purpose

2.1 The purpose of this Agreement is to provide for the establishment, ownership, and operation by the parties of a (type of company) company which will be named in English "_______________________", and in the language of Foreign Country "_________________" (which company will hereinafter be referred to as the "JVC").

2.2 The purpose of the JVC will be to:

a) engage in the manufacture, marketing, promotion, sale, export and distribution of the Products, including the leasing of facilities which may be needed to accomplish the foregoing;

b) engage in any and all acts, things, businesses and activities which are related,, incidental or conducive directly or indirectly to the attainment of the foregoing objects.

2.3 FP shall have primary responsibility in taking all steps required under the Foreign Country law to obtain the approvals and validations of the competent government agencies in form and substance acceptable to both parties for the agreements necessary to implement this joint venture.