Cooperative Development Contract

Party A: Party, China, China, Hong Kong and Macao.

Residence: it is a small town.

Project liaison: the people in charge of the project are:

Mailing address: the first, the second and the third.

Tel: TK, TK, TK, TK, TK, TK, TK, TK, TM, TM, TM, TM, TM, etc.

Facsimile: fax, TD, TD, TM, TD, TD, TD, TD, TD, TD, TM, TD, etc.

E - mail box: it is in the following three categories.

Party B: the first party, the first, the second and the third.

Residence: it is a small town.

The legal representative is: the first, the second and the third.

Project liaison: the people in charge of the project are:

Contact way: it will be in the first place.

Mailing address: the first, the second and the third.

Tel: TK, TK, TK, TK, TK, TK, TK, TK, TM, TM, TM, TM, TM, etc.

Facsimile: fax, TD, TD, TM, TD, TD, TD, TD, TD, TD, TM, TD, etc.

E - mail box: it is in the following three categories.

The parties to this contract, on the basis of joint participation in the research and development of the projects of the People's Republic of China, China, and the people's Republic of China, have, on the basis of equal consultation, and on the basis of their true and full expression of their wishes, have reached the following agreements in accordance with the provisions of the contract law of the people's Republic of China.

Item 1 name

This is the first time.

Second technical contents, scopes and requirements

1. technical content:

(1) new technology;

(2) new products;

(3) new technology;

(4) new materials.

2. scope of the technology: the main technical areas are: the first, the second, the second and the third.

3. technical requirements: the following are the requirements of the technology.

Third research and development plans

The parties to the contract undertake the following tasks in research and development projects:

1. Party A:

(1) contents of research and development: the following are the research and development contents.

(2) the progress of work: the work progress of the project.

(3) the period of research and development: the following are the research and development periods: the first, the second and the third.

(4) the research and development sites are: the first, the second and the third.

2. Party B:

(1) contents of research and development: the following are the research and development contents.

(2) the progress of work: the work progress of the project.

(3) the period of research and development: the following are the research and development periods: the first, the second and the third.

(4) the research and development sites are: the first, the second and the third.

The fourth amount of research and development funds and their payment and settlement methods

(1) the parties have decided to provide or pay for research and development funds and other investments in this contract as follows:

1. Party A:

(1) the means of payment or payment:

(2) the amount paid or converted into technical investment:

(3) the way of use: the first, the second, the second, the second and the third.

2. Party B:

(1) the means of payment or payment:

(2) the amount paid or converted into technical investment:

(3) the way of use: the first, the second, the second, the second and the third.

(two) the total amount of research and development funds: the total amount of R & D funds is RMB.

Source of funds: this contract provides that the funds for the development of the project will be provided by the company, or the two sides will be provided by the ratio.

(three) payment

The mode of payment is: the following are: 1.

(1) a lump sum payment.

(2) payment by installments.

(3) the profits are deduct according to the profit.

(4) according to the sales volume, the percentage will be deduct.

(four) settlement method

The settlement of the funds includes the total amount of funds and the reimbursement of funds. The contract shall be settled in the following way:

(1) when the funds are used in the contract, the surplus funds will be left to the trustee when the funds are left after the completion of the contract, and the funds will be insufficient and insufficient to be settled by the trustee itself.

And the trustee's remuneration should be included in the research and development funds for balances, and the client shall not pay separately.

If the two sides do not agree on the way of settlement, they shall be treated according to the contract.

(2) when the funds are reimbursed, the client should pay additional funds when the research and development funds are insufficient, and the trustee should return the funds when the funds are left.

Fifth property ownership of equipment, equipment and data acquired through research and development funds.

Equipment, equipment and materials belonging to Party A.

The equipment, equipment and materials that belong to Party B:

The equipment, equipment and materials that belong to both sides:

The sixth term, place and mode of performance.

1. time limit for performance

The first stage: from the year of the year to the end of the year.

The second stage: from the year of the year to the end of the year.

The third stage: from the year of the year to the end of the year.

2. the venue of the performance is: location, location, location, location, location, location and location:

Where the place of performance or the agreement is not specified, the presumption shall be performed at the place where the developer is located.

3. ways of performance: the following ways of performance: in the form of the following: 1.

Seventh confidentiality of technical information and information

1. Party A:

(1) confidential content (including technical information and operational information): the following are:

(2) the scope of secret personnel: the following are the following: 1.

(3) the duration of confidentiality is: the period of secrecy: the first half of the year is: the first, the second, the third, the third, the second, the second, the last, the last.

(4) responsibility for divulge Secrets: it is responsible for divulge secrets.

2. Party B:

(1) confidential content (including technical information and operational information): the following are:

(2) the scope of the secret personnel: in the area of the secret personnel, the following are the following: 1.

(3) the duration of confidentiality is: the period of secrecy: the first half of the year is: the first, the second, the third, the third, the second, the second, the last, the last.

(4) responsibility for divulge Secrets: it is responsible for divulge secrets.

3. Party A and Party B guarantee that confidential documents and materials, including business secrets, company plans, operational activities, financial information, technical information, business information and other business secrets, which are learned and are not available from public channels during the discussion, signing and execution of this Agreement shall be kept confidential.

Without the consent of the original supplier of the information and documents, the other party shall not disclose all or part of the business secret to any third party.

Unless otherwise stipulated by laws or regulations or otherwise agreed by both parties.

The duration of secrecy is the year of the year.

4. the confidentiality provisions should not be inconsistent with the laws and administrative regulations. The parties concerned have not agreed on confidentiality provisions. According to the contract law, the parties to the contract should also perform the legal obligation of confidentiality, otherwise, they will bear legal liability.

5. whether the contract is revoked, altered, cancelled or terminated, whether the contract is effective, the confidentiality clause of the contract is not subject to its restriction and shall continue to be valid.

Eighth risk responsibilities

1. in the performance of this contract, due to the technical difficulties which are difficult to overcome under the existing technical level and conditions, resulting in failure or failure of research and development, and causing losses to one party or both parties, the two sides shall bear the risk loss as agreed as follows: the two sides confirm that the technical risks of the contract item are determined by the way in which the contract is completed.

The basic conditions for identifying technical risks are:

(1) the contract item is sufficiently difficult under the existing technology level.

(2) Party B has no fault on the subjective side, and has decided that the failure of research and development is a reasonable failure.

(3) when a party discovers the existence of a technical risk and may lead to failure or failure in research and development, it shall notify the other party within the day of the period of the company, and take appropriate measures to reduce the loss.

If no overdue notice has been taken, and the loss has been expanded, the liability for compensation for the extended losses shall be borne.

2. the standard of risk liability is:

(1) the subject is sufficiently difficult under the existing technology level.

(2) whether the R & D man fully exerts subjective initiative in research and development work.

(3) the appraisal conclusion of experts in the same industry thinks that the failure of research and development is a reasonable failure.

3. the risk liability should be shared by the trustee or both parties.

4. where no agreement or agreement is made, the agreement between the two parties shall be supplemented, and no supplementary agreement can be reached.

It is still uncertain that the risk liability shall be reasonably shared by both parties.

Attribution and sharing of ninth technological achievements

The parties concerned confirm that the ownership of the final research and development technology achievements and their related intellectual property rights arising from the performance of this contract shall be handled according to the mode of the first, the second, the second, the third and the third.

The 1._________ party enjoys the right to apply for a patent.

2. handling by technical secret.

The right to use and pfer and the benefits arising therefrom shall be dealt with as follows:

(1) the right to use technical secrets: the right to use technical secrets: the first, the second and the third.

(2) the right to pfer technical secrets: it is the right to pfer technical secrets: it is the right to pfer the technical secrets.

(3) the distribution of related interests: the first part is the distribution of the relevant interests, namely, the first, the second and the third.

3. the ownership of the final research and development technology achievements and related intellectual property rights arising from the performance of this contract is specifically stipulated by the partners:

4. the use of patents and the distribution of related interests are as follows:

Tenth acceptance criteria and methods

At the time of acceptance, both parties shall have the right to obtain the necessary technical data, test reports and data for the implementation of the technological achievements, and require the other party to give necessary technical guidance and guarantee the conditions for the implementation of the technical achievements provided.

However, if the above services are required after termination of the contract, a technical consultation or technical service contract shall be made separately.

1. acceptance criteria:

The name of the project is: the first, the first and the second.

The standard number is: 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, and 1.

Date of release: the first day of the year is: the first, the second and the third.

Technical specifications: the following are technical indicators: the first, the second and the third.

The technical parameters are as follows: 1.

2. mode of acceptance: acceptance can be carried out by technical appraisement and expert technology assessment.

The acceptance certificate and document issued by the acceptance party shall be the basis for the acceptance of the contract.

Eleventh, in order to ensure the fulfilment of this contract, the parties concerned have decided to organize and coordinate the research and development work in the following ways:

The twelfth parties confirm that each of them provides the following technical information and conditions for the research and development work of this contract project.

(a) Party A:

1. the list of technical data: the following is the list of technical data.

2. provide the time and the way: it will be time and way.

3. other cooperation matters: the first, the second and the third.

(two) Party B:

1. the list of technical data: the following is the list of technical data.

2. provide the time and the way: it will be time and way.

3. other cooperation matters: the first, the second and the third.

After the performance of this contract is completed, the above technical information and conditions shall be treated as follows:

Thirteenth contract changes

The change of this contract must be agreed by the parties and be determined in writing.

In case of any of the following circumstances, one or more parties may propose to the other partners the request for modification of the rights and obligations of the contract, and other partners shall reply within the day of the period of the two parties.

1.________________________________

2.________________________________

3.________________________________

The fourteenth contract assignment

Without the consent of other partners, one or more parties shall not assign part or all of the research and development work of the contract to the third party.

However, under one of the following circumstances, one or more parties may pfer part or all of their research and development work to the third party without the consent of other partners:

1._______________________________

2._______________________________

Fifteenth notices

During the performance of this contract, the other party shall notify the other partners to terminate the contract as a result of the disclosure of the technology as a research and development target by others (including the patent right).

If any other party fails to make a notice after the notice is overdue, the other partners shall have the right to claim compensation.

Sixteenth rights and obligations of all parties

(1) obligations

1. the parties to a partnership shall invest in accordance with the agreement, including investment through technology.

2. the parties involved shall participate in the research and development work in accordance with the agreement.

3. the parties should cooperate and complete the research work.

(two) rights

1. the right to put forward rationalization proposals for research and development.

2., there is a right to modify the plan of the research and development projects in accordance with the actual situation of research and development.

3. has the right to supervise and inspect the use of funds for cooperative development and investment.

4. the right to send staff members to participate in the coordination and guidance bodies composed of representatives of all parties, and to have the right to speak and make decisions on decisions and coordination of major issues.

5. the inventions created by cooperative development have the right to apply for patent and have the prior right of assignee when other parties pfer their rights.

6. a party who renounces the right to apply for a common patent shall have the right to implement his patent free of charge after the other party has applied for the patent right.

7. the parties to joint research and development jointly enjoy the development and research results and have the beneficial right in the use and pfer.

Seventeenth liability for breach of contract

1. if any party in the cooperative development fails to invest in a timely manner in violation of the contract, or fails to perform other contractual obligations, the research and development work will be delayed and delayed, and the party concerned should compensate the loss caused to the other party or other parties.

2. in the cooperative development contract, one party shall invest in technology, and the third party shall make tort claims for the technology of investment cooperation. If the contract for cooperative development terminates, the other party shall have the right to claim the liability for breach of contract and pay the penalty for breach of contract, so the loss shall also be compensated.

3. if a party fails to perform the contract correctly, the other party may request the party to take remedial measures to continue to perform the contract. If it fails to perform, the other party may refuse to continue to participate in the research and development work, and the party shall also compensate the loss suffered by his party.

4. the parties to the cooperative development contract shall bear the obligation of confidentiality for the investment secrets of the parties involved in the cooperative development contract, the technical and technical information they have published, and the breach of the obligation of confidentiality, causing losses to the other parties of the contract, and shall be liable for compensation. This liability may be the contractual liability or the liability for breach of contract.

The eighteenth parties confirm that any party or party violates the obligations stipulated in this contract, causing the other partners to stagnate, delay or fail in the research and development work, and shall bear the liability for breach of contract in accordance with the following terms.

(a) Party A:

1. in violation of the stipulate of the contract, the contract shall be paid by the company.

2. in violation of the stipulate of the contract, the contract shall be paid by the company.

(two) Party B:

1. in violation of the stipulate of the contract, the contract shall be paid by the company.

2. in violation of the stipulate of the contract, the contract shall be paid by the company.

Nineteenth follow up improvements

The parties have determined that any party has the right to carry out subsequent improvements with the technical achievements of the contract project.

The resulting new technological achievements with the characteristics of substantive or creative technological progress are owned by the parties.

Specific allocation of related interests is as follows:

1. within the validity period of the contract, any party's improvement on the technology of the contract shall be informed in time.

The 2. is substantial improvement and development. The right to apply for patent shall belong to the improvement party, and the improvement party shall give priority to the other party at the preferential price.

3. on the basis of the original improvement, the two sides provide free use of each other.

4. for the improvement of the contract technology, the application of the patent by the improved party shall be kept confidential by the other party.

5. the two sides have made significant improvements to the cooperation technology, and the application for patent belongs to both parties.

6. the common technical achievements that have not been patented jointly by the two parties need to be settled separately by the two parties to deal with the problem of sharing the right to use and benefit.

Twentieth project contacts

In order to perform this contract effectively, the parties have decided that Party A shall appoint Party A, B, t, C and C as the contact person of the project within the validity period of this contract.

The project contact person shall bear the following responsibilities:

If a party changes its project contact, it shall notify the other parties in writing promptly and in writing.

Failure to notify in time and affect the performance or loss of the contract shall bear corresponding responsibilities.

The twenty-first contract is rescission.

The two parties confirm that the following circumstances result in the performance of this contract unnecessary or impossible, and one party may notify the other party to terminate this contract.

1. due to force majeure or technical risk.

2. Party A and B cancel this contract through written agreement.

3. when the term of contract expires, Party A and B will no longer renew this contract.

4. before the expiration of the term of the contract, one party expressly expresses or indicates by itself that the main obligation of the contract is not fulfilled.

5. the principal obligation of a party to delay performance of the contract has not been fulfilled within a reasonable time after being urged.

6. the parties have other breaches or illegal acts, resulting in the purpose of the contract can not be realized.

7.______________________

Twenty-second dispute handling

Disputes arising from the execution of this contract shall be settled through consultation and mediation.

If consultation and mediation are not successful, it is determined to handle the following ways:

(1) submit the arbitration to the Arbitration Commission.

(2) bring a lawsuit to the people's court according to law.

The twenty-third parties confirm that the terms and technical terms involved in this contract and related annexes are defined and explained as follows:

1. "technology development contract" refers to contracts between parties concerned on research and development of new technologies, new products, new processes or new materials and their systems.

The contents of technology development include new technologies, new products, new processes or new materials, research and development of their systems, and implementation of scientific and technological achievements with industrial application value.

The new technologies, new products, new processes or new materials and systems mentioned herein refer to the technical solutions of the products, processes, materials and systems that the parties have not yet grasped in the technical development contract. If the technology is not innovative, they are only contracts for the existing product shape, process change, material formulation adjustment, and inspection, testing and use of technological achievements, and are not listed in the technology development contract.

2. "attribution and sharing of technological achievements" refers to the problems of technology discovery, technological inventions and other technological achievements, how to use and the distribution of benefits arising from technological development contracts.

3. the term "technology development contract" refers to new technological achievements, including new technologies, new products, new processes, new materials and their systems.

4. "cooperative development contract" refers to a contract that two or more than two citizens, legal persons and other organizations jointly invest and participate in the joint research and development, complete the same research and development project, enjoy common benefits and share risks.

(1) "new technology" refers to technologies that have achieved breakthroughs and improvements in performance over the first time in a certain period of time or improved on the basis of their original achievements.

(2) "new products" refers to products that have been significantly improved compared with old ones in terms of principle, structure, physical properties, chemical composition, materials, functions and uses.

(3) "new technology" refers to the manufacturing process that meets the requirements of product design in production practice, enables the product to meet the requirements of high efficiency, low energy consumption, shorten the production process, improve labor conditions and improve economic efficiency.

(4) "new materials" refers to the increase of new varieties of materials and the improvement of material properties.

Systems refer to systems engineering that includes new technologies, new products, new processes and new materials, such as automated production system engineering, satellite system engineering, etc.

4. "acceptance" means that after the completion of the technology development contract, the parties or the parties confirm that the completed technical achievement is in compliance with the technical and economic targets specified in the contract.

5. "the mode of settlement of funds" and the settlement of funds include the total amount of funds and the reimbursement of funds.

Twenty-fourth the following technical documents relating to the performance of this contract shall be confirmed as part of this contract by the two parties after the confirmation by the two parties.

1. the technical background information: it is the following: 1.

2. feasibility argumentation report:

3. the technical evaluation report is: the first, the second and the third.

4. technical standards and specifications:

5. original design and process documents:

6. other: the other people are: the first, the second and the third.

Twenty-fifth supplements and annexes

If the contract is not completed in accordance with relevant laws and regulations and has not been provided for by laws and regulations, both parties can reach a written supplementary contract.

The annexes and supplementary contracts of this contract are integral parts of this contract and have the same legal effect as this contract.

The twenty-sixth contract effect

This contract shall come into force from the date of signature of the legal representative or authorized representative of both parties or the official seal of the unit or the special seal of the contract.

It is valid for the year of the year.

This contract is the original copy of the contract. It has the same legal effect.