<합작투자 Mou 예시>

MEMORANDOM OF UNDERSTANDING

(J/V 회사의 투자지분, 특별결의 사항)

This Memorandom of Understanding (□MOU□) made and entered into this (        ) the date of       ,         , by and between Joint Co., Ltd., a corporation duly organized and existing under the laws of _____, having its principal office at _____(□Joint□), and Venture Inc. a corporation duly organized and existing under the law of ______, having its principal office at ______(□Venture□)

RECITALS

WHEREAS, Joint and Venture entered into Joint Venture Agreement of ____ 2002 (□Agreement□) to establish a company (the □Company□) for the manufacture of some electric and/or electronic products (the □Products□) in ___ (J/V Company가 설립될 국가명) and elsewhere; and,

WHEREAS, Joint and Venture desire to establish and develop the closer relationship between the parties hereto, after the coming organization of the Company;

NOW, THEREORE, the parties agree as follows.

1. Joint and Venture agree to keep a closer co-operative relationship for the manufacture of the Products by the Company during the term of the Agreement.

2. Joint and Venture agree to make their best efforts to have the Company conduct its business successively, and agree that they shall seek and procure, in good faith, the best sales and distribution of the Products in___ (J/V Company가 설립될 국가명) and/or other country in the world.

3. Notwithstanding any provision of the Agreement, Joint and Venture understand and agree that Joint shall subscribe for, pay and maintain Fifty One Percent(51%) of the common shares issued by the Company, and Venture shall subscribe for and pay and maintain Forty Nine Percent(49%) thereof, during the whole term of the Agreement. For the discrepancy arising out of the difference between the relevant provisions of the Agreement and this MOU shall be compensated by Joint to Venture.

4. In addition to the Paragraph 4 of the Article 7 of the Agreement, Joint and Venture further agree that the following actions and/or transactions shall be adopted by Four Fifth (4/5) or more of the vote of the Directors registered in Commercial Registry in ______.

a. Any contract reasonably estimated to exceed(U$         )

b. Any guaranty for the benefit of the third parties.

5. Notwithstanding any provisions of the Agreement and/or of this MOU, Joint shall have the option, at any time and at its sole discretion, to assign its shares in Company to any other person and/or entity of the(J/V Company가 설립될 국가명) to the extent not exceeding Tow Percent(2%) total of the common shares issued by the Company.

6. To verify the Paragraph 3 of the Article 12 in the Agreement, the detailed terms and conditions for the purchase by the Company of the Venture's assets shall be specified in Exhibit A attached to this MOU.

7. This MOU shall be governed, construed and interpreted in accordance with the laws of Swiss.

IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by their duly authorized representatives.

Exhibit A＞The terms and conditions of acquisition by Company of Venture's assets.

For Joint Co., Ltd.		For Venture Inc.
Name＞ Title＞		Name＞ Title＞