FRAMEWORK AGREEMENT
ON COOPERATION ON THE ESTABLISHMENT OF A JOINT LABORATORY AND R&D CENTER IN THE REPUBLIC OF KAZAKHSTAN

The Parties agree to jointly promote the establishment of the “China-Kazakhstan Agricultural Products Testing, Certification and R&D Center” (proposed name) in the territory of the Republic of Kazakhstan (hereinafter referred to as the “Joint Center”).

Strategic Objectives: The strategic objectives of the Joint Centre consist of two parts:

1. (Testing and Certification) Establish a high-standard testing platform to support the facilitation of Sino-Kazakh trade in agricultural products, and explore pathways for mutual recognition of standards and testing results between the relevant bodies of both countries.
2. (R&D and incubation) To become an engine of technological innovation in the processing of agricultural products in the Central Asian region, assisting Kazakh enterprises in the development and production of high value-added food products that meet Chinese standards and market requirements.

Providing testing and certification services (including sanitary and phytosanitary inspections) in accordance with Chinese SPS and GB standards for agricultural products exported from Kazakhstan to China, with a focus on key agricultural products.

Providing R&D, process validation and pilot testing services for new technologies, new products and new equipment related to storage, conservation and deep processing, with a focus on Kazakhstan’s specialized agricultural products.

Based on the core modules, the gradual expansion of services including technical consulting on SPS, comparative studies of standards, exchange and training of professional personnel, as well as joint participation in international cooperation projects.

Obligations of Party A (JFRI) (Technical Partner):

1. Technical Support and Implementation: Take the lead in providing core technology, expertise and staff training for the establishment of the Joint Centre.
2. Chinese Coordination and Technical Approval: Provide appropriate technical support to obtain approval from Chinese regulatory authorities (e.g., GACC).
3. Feasibility Study Support: Provide all necessary technical data, standards, and expertise required for the Feasibility Study led by Party B.

Responsibilities of Party B (NACOFEC) (Main Investor and Operational Coordinator):

1. High-level coordination and project management: Use its strategic relationship with the ACFSMC to provide strategic support and assist in resolving major operational obstacles.
2. Resource Linkage: Facilitate the connection of Kazakhstan’s cooperative system and related economic organizations to the Joint Center by providing business resources and assisting in obtaining local permits and qualifications.
3. Financing and Establishment: Have primary responsibility for (or lead) the financing of the project, through the attraction of investments. Be responsible for establishing the operational base, including location, infrastructure, legal entity, and obtaining local technical qualifications.

Responsibilities of Party C (Qaztrade) (Government Coordinator and Facilitator):

1. Government Coordination: Coordinate with the Kazakh authorities to support the objectives of the project.
2. Coordination and facilitation: Participate in the Joint Working Group and act as a project coordinator and facilitator, contributing to the resolution of issues at the governmental and interagency levels.
3. Demand Management: Organize local market demand from enterprises for testing and R&D services as part of its coordinating functions.
4. Investment Facilitation: Assist Party B in the attraction of investments for the project.

The legal form, capital structure and management system of the Joint Centre will be agreed upon in detail by Party A and Party B as the main entities, with Party C providing advice and witnessing.

Party B will lead the preparation of a detailed Feasibility Study to determine the total investment, sources of funding and methods of contribution. Party A shall provide necessary technical input. Party C shall provide administrative and coordination assistance, particularly in facilitating the attraction of investments.

The Parties recognize that enhancing the mutual understanding and alignment of standards is a complex, long-term goal that is key to facilitating trade and may require support at the governmental level of both countries.

The Parties will use the Joint Center as a platform to promote technical exchanges on SPS and other standards, and jointly explore practical paths to facilitate trade, and will actively seek guidance from the competent government authorities of both countries as appropriate.

In order to develop cooperation under this Agreement, the Parties agree to establish a “Joint Working Group” within [30] days of signing this Agreement.

A Working Group composed of representatives of all three Parties will be responsible for coordinating the implementation of follow-up work under this Agreement, promoting project feasibility studies, and discussing subsequent cooperation details.

The Parties agree to maintain the confidentiality of any trade secrets and technical information of other Parties obtained in the course of cooperation.

All IP owned by each Party prior to the signing of this Agreement shall remain its property.

The ownership, use rights and benefit-sharing of any new IP created under the “R&D and Process Validation Module” (Article 2.2) will be separately and in detail stipulated by the relevant Parties in a subsequent “Joint Venture Agreement” or “Technical Development Agreement”.

This Agreement shall enter into force on the date of signature and sealing by the authorized representatives of all three Parties.

This Framework Agreement shall be valid for a period of [Five] years. It may be extended by written agreement of all three Parties [Three] months before its expiration.

This Framework Agreement shall serve as a guiding document for cooperation between the Parties. Specific rights and obligations will be defined in subsequent legal documents, such as the “Joint Venture Agreement” or the “Project Contract”, signed by the Parties concerned.

Any dispute arising out of this Agreement shall first be settled by the three Parties through friendly consultations.

If the consultation is unsuccessful, the dispute may be referred to [(Proposal: Neutral Third-Party Arbitration Institution)] for arbitration. The arbitral award shall be final and binding on all three Parties.

This Agreement shall be drawn up in English, in [Six] copies, with each Party receiving [Two] copies. The English text shall be the only authentic version and shall prevail in the event of any discrepancy.