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    Technology Licensing Contract

    2014/6/24 10:52:00 22

    TechnologyLicenseContract

    < p > the Licensor is a company established and maintained in accordance with the law of the people's Republic of China.

    With the licensee, the Chinese government is a Chinese government established and maintained in accordance with Chinese laws.

    The Licensor and the licensee are hereinafter referred to as a party, which is called both parties.

    < /p >


    < p > preface < /p >


    < p > A. Licensor is a global manufacturer of large and medium sized products.

    < /p >


    < p > B. the licensee is a Chinese manufacturer of products.

    < /p >


    < p > C. the licensee wishes to obtain a license from the Licensor, and the Licensor is willing to grant the licensee license to manufacture the products of the company.

    < /p >


    < p > D. Licensor agrees to grant Licensee a license for manufacturing license in accordance with the law of the relevant departments and the terms of this contract.

    Based on the principle of equality and mutual benefit, the two sides, through friendly consultation, agree to sign the license contract in accordance with the terms of this contract in accordance with relevant laws.

    The parties hereby agree as follows: < /p >


    < p > 1. definition and interpretation < /p >


    < p > unless the contract otherwise stipulates or the context requires otherwise, the interpretation rules of this contract and the terms used in this contract can be found in Appendix 1.

    < /p >


    < p > 2. grant license > /p >.


    < p > 2.1 the granting permission of Licensor hereby grants the Licensee the right to carry out, not to alienate or pfer to another person, indivisible Rights: < /p >


    < p > (a) in China, the company is authorized to use the Licensor's technical data, patents and related tools to make the exclusive (exclusive) rights of the licensed products; < /p >


    < p > (b) the exclusive right of the licensee to the licensee and the exclusive right to sell the licensed product in the exclusive territory of the licensee, and the exclusive right to sell the licensed product in the non exclusive area of the Licensee under the conditions of compliance with the product supply agreement and the sales agreement.

    < /p >


    < p > 2.2 license period < /p >


    The validity of the patent license granted under article p (2.1) (a) shall be valid from the date of the effective date of the contract or the date of issuance or grant of the relevant patent certificate to the following date: < /p >


    < p > (a) the expiration of the relevant patent protection period; < /p >


    < p > (b) the Licensor has the right to grant the license to expire; or < /p >.


    < p > (c) in accordance with the relevant provisions of this contract, the term of this contract expires or terminates in advance.

    < /p >


    < p > 3. license fee < /p >


    < p > 3.1 the entry fee and royalty fee shall be granted by the licensee: < /p >


    < p > (a) to the Licensor to pay the US dollar (entry fee), and < /p >


    < p > (b) the royalty shall be paid to Licensor in accordance with the following terms within the term of the contract, amounting to% of the net sales.

    < /p >


    < p > 3.2 other costs: the Licensee shall pay extra fees for the collection, copying or copying of technical data, tools and information related to the revision of the three party software under this contract.

    The Licensee shall pay the Licensor the above fee within sixty (60) days after the Licensor issues the notice of payment.

    < /p >


    < p > 4. record and payment < /p >


    < p > 4.1 license fee payment date: the Licensor shall pay the entry fee to Licensor within thirty (30) days from the effective date of the contract.

    < /p >


    < p > 4.2 royalty rate report: within fifteen (15) days after the end of every six months (end of June 30th or December 31st of each year), the Licensee shall issue a written report of royalty (royalty rate) to the licensee on the basis of the format stipulated in the annexes of the contract, in accordance with the format specified in the annexes of the contract, and the payment period for the last deduction.

    The royalty rate report shall be confirmed by the authorized senior management or director of the Licensee.

    The amount contained in the royalty rate report shall not be deducted because the licensee has made a grace limit on the payment obligation of the buyer, or has not or can not collect the arrears from the licensed product buyer or any other person.

    In order to determine the amount of royalty, Licensor will ask the licensee to provide relevant information from time to time, and the licensee should satisfy the reasonable request of Licensor.

    < /p >


    < p > 4.3 royalty payment date: within sixty (60) days after the end of each royalty payment period, the Licensee shall pay the Licensor the amount of royalty as specified in the report of the royalty.

    < /p >


    < p > 4.4 cable pfer Royalties: according to the written notice from Licensor to the Licensee from time to time, the Licensee shall pay all the accounts payable under this contract by wire pfer to the Licensor's bank account.

    < /p >


    < p > 4.5 tax payment: in addition to withholding taxes payable to the Licensor, the Licensee shall be responsible for paying all taxes in the process of signing and performing the contract.

    The Licensee shall withhold the relevant tax withholding from the Licensor when paying the money under this contract, and within thirty (30) days, he shall provide the Licensor with the tax certificate issued by the relevant government authorities about the tax withholding in advance.

    In order to assist the Licensor in obtaining tax credits or concessions for tax prepayments paid in China, the Licensee shall provide the Licensor with other evidence requested by the foreign tax authorities.

    < /p >


    < p > 4.6 delay interest payment: if the licensee fails to pay a fee to Licensor within the time limit stipulated in this contract, the Licensee shall bear the interest from the date when the sum of money expires to the full payment of the late payment.

    The related interest rates are calculated on a daily basis according to the l1bor US dollar June interest rate plus 2%.

    < /p >


    < p > 4.7 payment cannot be made: if the licensee fails to pay any part of the royalty fee or any other payment due on the relevant maturity date or before the expiry date, the Licensor is not obliged to submit any other technical information, technical improvements or tools to the licensee, or continue to provide technical support or training.

    < /p >


    < p > 4.8 preservation of sales records: the Licensee shall have a clear and accurate record of the sale of the licensed product.

    Licensor has the right to audit all records relating to royalty charges at the cost of the payment.

    The Licensor's audit shall be conducted at the normal business hours of the licensee, and the calendar (Ji Du) (year) shall not exceed (one) times, and the Licensee shall be informed in writing at least two (2) working days in advance.

    If the audit finds that the royalty rate of any royalty payment period is wrong, the royalty fee should be adjusted accordingly.

    If an audit finds that any other payments due during the payment period of the royalty, the Licensee shall pay the Licensor within thirty (30) days.

    If an auditor finds that the amount paid by the licensee exceeds the royalty payable in the current period, the Licensor shall refund the excess part to the Licensee within thirty (30) days.

    < /p >


    < p > 5. software and firmware: < /p >


    < p > 5.1 operation software license: Licensor hereby grants the Licensee the right of non exclusive use of the operation software, but it can only be used for the licensed product and comply with the provisions of section 5.4.

    Licensors and providers of each third party software (third party software providers) retain all rights of the operation software used in the licensed products.

    Licensor hereby authorizes the licensee to grant the sub license to use the operation software to the buyer of the licensed product in accordance with the written agreement (software sub license) made in the format listed in the format of the annexes.

    Unless otherwise expressly stipulated in this contract, the Licensee shall not own or permit the buyer or any other person of the licensed product to permit or attempt to permit any rights in or relating to the software.

    < /p >


    < p > 5.2 software sub license: the Licensee shall manage and supervise the software sub license to ensure that the Buyer / sub licensee comply with the relevant provisions.

    If the Buyer / sub licensee violates the provisions of the software sub license, the Licensee shall immediately notify the licensor (or its designated affiliate) in writing, and take all measures required by the Licensor from time to time to assist the licensor (or designated affiliate) to exercise the rights as a sub Licensor and to take relief measures, or by the Licensor to exercise the relevant rights and take relief measures.

    < /p >


    < p > 5.3 firmware Rights: for firmware, the Licensee shall, on the basis of relevant laws and prudent procedures, indicate copyright marks and / or other signs on the firmware, inform the buyer and anyone else of the licensed product, strictly prohibit the copying, splitting or other similar behaviors of the firmware, and the Licensor has exclusive rights to the firmware.

    < /p >


    < p > 5.4 Licensee's own product: if the licensee uses the contract products or licensed products for personal use, including the testing, training or exhibition activities that may be permitted by the contract in person or may be subject to other written approval, the Licensee shall abide by the licensing contract as the Buyer / sub licensee of the licensed product when using the relevant operation software.

    < /p >


    < p > 5.5 third party software licensing authority: in the operation software, it is an integral part of the operation software, and the licensee can not get the third party software through other means. If the Licensor has the statutory and contractual rights to the licensee to license the software, the Licensor shall apply for the license, and the Licensor shall make a sub license to the licensee for the purpose of this contract.

    A separate written agreement shall be signed for sub licensing, including the following terms and conditions, and other contents reasonably requested by the Licensor: < /p >


    < p > (a) the Licensee shall comply with all relevant terms and conditions of the license agreement signed between Licensor and each third party software provider; < /p >


    < p > (b) the Licensee shall report and pay the license to the Licensor in time for the use and permission of the third party software, so as to enable the Licensor to satisfy its contractual obligations to the third party software provider; the Licensee shall include all the expenses that the Licensee shall pay for the use of the third party software in the payment to Licensor, and the reasonable charges and related management costs of the duplication and other acts carried out by the Licensor by the Licensor using the third party software; and < /p >


    < p > (c) the Licensee shall make compensation to the Licensor and its affiliates and make them free from damage, loss, expenses or expenses arising from the use or permission of the third party software to make the claims, liabilities, expenses and expenses, including attorneys' fees and expenses.

    < /p >


    < p > 5.6 third party software licensing request: for the third party software that is not an organic component of the software operation, if the licensee fails to obtain it in time, and Licensor has statutory or contractual rights to license the software to the licensee, the Licensor shall comply with and request the licensee to make reasonable consideration to the Licensee in accordance with the provisions of article 5.5.

    < /p >


    < p > 5.7 third party software licensing assistance: the Licensor shall make reasonable commercial efforts to assist Licensee in obtaining the relevant license of the third party software from the third party software supplier, and the Licensee shall bear the corresponding costs and expenses for the third party software which has no statutory or contractual rights to license the Licensee.

    < /p >


    < p > 5.8 third party software modification: if the Licensor modifies the third party software, the Licensor shall provide the Licensee within the statutory or contractual rights scope.

    < /p >


    < p > 5.9 related source code pfer, for the third party software source code, Licensor has no obligation to grant Licensee any nature of sub license.

    6. delivery of technical data and tools < /p >


    < p > 6.1 Licensor's delivery: Licensor shall provide relevant technical information and tools to the Licensee within thirty (30) days after the effective date of the contract.

    < /p >


    < p > 6.2 the form of first delivery: the technical data and tools that contain the initial submission of this contract shall be in the form of the Licensor in the workshop of the company on the effective date of the contract.

    (within the term of the contract, Licensor shall notify the Licensee within a reasonable period of time, if the Licensor makes any improvement in the technical data for the purpose of any normal use of the Licensor for manufacture in the workshop of the company.

    < /p >


    < p > 6.3 is regarded as delivery: the Licensee shall appoint an ordinary carrier and organize the pportation of technical data and tools, which shall be paid by the company.

    The Licensor shall submit the technical information and tools to the ordinary carrier designated and arranged by the Licensee within his workshop, and shall be deemed to have completed the delivery.

    < /p >


    < p > 6.4 Licensee's use of tools: under no circumstances, the Licensor has no obligation to provide the Licensor with the source code for any tool, operation software or any technical data or software involving third party software.

    The Licensee shall not copy, reverse engineer, decompose or revise the tools, and shall not use the tools for any other purpose than the permitted products, nor shall they permit the use or contact of other persons who are not reasonably necessary for the manufacture of licensed products.

    < /p >


    < p > 6.5 the licensee access setup: the licensee confirms that it has no right to obtain any of the following acts in this Contract: access is placed on the host computer system, LAN, Wan facilities (including but not limited to workstations and connected personal computers) operated by the Licensor or its affiliates, or a system, database, application software or service that constitutes part thereof.

    < /p >


    < p > 3.6.6 data return: after the termination of this contract, or if the licensee stops using any part of any tool or technical information, the Licensee shall immediately (1) return and / or destroy (including those deleted from its controlled computer storage) in accordance with the Licensor's instructions to all licensors, including all originals and duplicates in any medium, and (2) within ten (10) days after the Licensor's request, make written confirmation to Licensor, all of the above materials have been returned or destroyed.

    7. technical support and training < /p >


    < p > 7.1 Licensor shall provide the licensee with technical support and training provided to the Licensee.

    < /p >


    < p > 7.2 additional training and support: at the request of the licensee, the Licensor may decide for himself whether to provide additional technical support and training to the Licensee in accordance with the Licensor's fee standard.

    Such charges should include daily allowances (including wages or salaries, extra benefits and administrative expenses) based on the relevant costs of the personnel employed, as well as the travel, daily living and related expenses (such as the use of related facilities, the cost of obtaining external resources, services and materials, etc.).

    The Licensee shall pay all the related expenses in full within thirty (30) days after the Licensor issues the notice of payment for the above expenses.

    < /p >


    < p > 8. parts procurement, subcontracting < /p >


    < p > 8.1 Licensor parts supply the Licensee shall purchase Licensor parts from Licensor in accordance with the terms and conditions specified in the supply contract.

    < /p >


    < p > 8.2 third party parts supply: the Licensee shall have the right to purchase third party components from (third party suppliers) (approved suppliers) on the basis of (approved terms) (licensee and the agreed terms agreed by the approved supplier).

    < /p >


    < p > 8.3 points permitted technical information: the licensee (Ying Youquan) (not) submission of technical information to (subcontractors) (subcontractors in accordance with the approved terms), but is required to obtain written permission from the Licensee in accordance with a separate written agreement.

    The sole purpose of sub license is to create components or elements in a licensed product.

    < /p >


    < p > 8.4 obligations of the licensee although there may be other provisions in this Contract: < /p >


    < p > (a) the Licensee shall bear full responsibility for all the (third party suppliers) (approved suppliers) (sub contractors) (approved subcontractors) under this contract, so as to ensure that the requirements under this contract are observed.

    < /p >


    < p > (b) allow a person's request, and the Licensee shall pfer the contract right between the supplier (the third party supplier) (the approved supplier) and the sub contractor (the approved sub contractor) to the Licensor.

    If the licensee does not take any measures to assert its rights under the contract with the (third party supplier) (approved supplier) (sub contractor) (sub contractor) (approved subcontractor), the Licensor has the right to take all the measures prescribed by law or contract to ensure that the contract is fulfilled and protects the Licensee's legal rights.

    < /p >


    < p > 8.5 the licensee discloses technical information: in accordance with the above provisions of the contract, the Licensee shall have the right to disclose technical information to the third party supplier (approved supplier) (sub contractor) (approved subcontractor) in the process of purchasing third party parts (and subcontracting the components or elements of the licensed product).

    However, the Licensee shall comply with the following requirements: < /p >


    < p > (a) does not disclose the main contents of technical data to a supplier: < /p >


    < p > (b) any supplier shall disclose only part of the technical information necessary for providing the third party parts (or components or elements): and < /p >


    < p > (c) before submitting the relevant technical information, the following binding written promise shall be obtained from the supplier: < /p >


    < p > (1) compliance shall not be lower than the obligations of the Licensor under the contract; < /p >


    < p > (2) comply with the relevant standards of the technical data; < /p >


    < p > (3) the technical information obtained can only be used for manufacturing and / or providing third party parts (or components or elements) to the Licensee at any time; and < /p >


    < p > (4) accepts the obligations stipulated in articles 8.4 and 8.5, but the Licensee shall not be exempt from the obligations stipulated in article 8.4.

    < /p >


    < p > 8.6 confirmed by the licensee: the licensee confirms and agrees that the eighth article is reasonable and necessary for ensuring the quality of the licensed product to reach the Licensor's quality standard and protecting the legitimate rights of Licensor's technical data.

    < /p >


    < p > 9. quality assurance < /p >


    < p > 9.1 the quality assurance of the licensee: it is very important for the licensee to recognize that the high standard that the Licensor usually achieves in manufacturing.

    With this objective, the licensee promises that the manufacture of licensed products must be strictly observed: < /p >


    < p > (a) technical data and related manufacturing procedures; and < /p >


    < p > (b) technical specifications.

    < /p >


    < p > 9.2 notice of Licensee's Amendment: the Licensee shall notify the Licensor in writing if the licensee intends to make major modifications to the methods, procedures and equipment used in the manufacture of the licensed products.

    The written notice to be modified should be provided to Licensor within sixty (60) days before the date of modification, so that Licensor can assess whether the amendment will have any negative impact on the Licensee's ability to manufacture the licensed product according to the technical specifications.

    Only after obtaining the written approval of the Licensor, the licensed person may make relevant changes in accordance with the written approval.

    < /p >


    < p > 9.3 facility inspection: the Licensor may at his own expense inspect the approved facilities and other facilities of the licensee for on-site inspection to confirm whether the manufacture of the licensed product is in conformity with the technical specifications and whether the licensee is complying with the obligations under this contract.

    Inspections of approved facilities and other facilities of Licensee may be carried out at any time within the normal business hours of the licensee, regardless of whether the notice is given or not, but the Licensor shall comply with the reasonable confidentiality, security and / or safety requirements of the Licensee.

    < /p >


    < p > 9.4 amendment of the Licensed Product: if the Licensor is not satisfied with the above inspection, the Licensor shall notify the Licensee in writing of its inspection opinions, and the Licensee shall, within sixty (60) days after the written notice is issued, take all appropriate amendment measures to improve the manufacture of the licensed product in accordance with the Licensor's recommendation.

    < /p >


    < p > 10. technical improvement < /p >


    < p > 10.1 technical improvement developed by Licensor < /p >


    < p > (a) before the termination of the contract period, the Licensor shall improve any technology adopted in the manufacturing contract product (whether or not the patent is improved), and notify the Licensee in advance (up to one year).

    Such notice and recommendation shall be made within a reasonable time when the Licensor begins to use the technology in the process of manufacture of his contract product, and shall not exceed (one year) the longest.

    < /p >


    < p > (b), subject to the provisions of Section 10.1 (c), the Licensee shall be authorized to use and Licensor shall submit the relevant technical information of the technical improvement to the licensee, and the Licensee shall have the right to use this technical information in accordance with the provisions of this contract for the manufacture of the licensed product.

    < /p >


    < p > (c) unless Licensor satisfies the following requirements, Licensor shall not be obliged to submit the technical data under this Clause 10.1, and the Licensee shall not be entitled to use this technical improvement: < /p >


    < p > (1) the two sides agreed on the implementation of the plan and timetable; < /p >


    < p > (2) the licensee has successfully manufactured the licensed product with regard to the technical data previously submitted by the Licensor; and < /p >


    < p > (3) the licensee has already obtained and installed all the manufacturing equipment and other items and facilities in the approved facilities, or has adopted other modifications or improvements that are necessary for the successful implementation of the technical improvement in the approved facilities.

    < /p >


    < p > 10.2 the technical improvement developed by the licensee < /p >


    < p > (a) the Licensee shall immediately disclose any technical improvement information obtained by the Licensee in or through other means to the Licensor.

    If the Licensor considers that this technical improvement will improve the technical performance and commercial potential of the licensed product, the licensee can be authorized to use the authorization technology to improve the manufacture of the licensed product.

    Prior to receiving a written notice of authorization issued by the Licensor, the licensee may not use any technical improvement developed by the licensee for the manufacture of the licensed product.

    < /p >


    < p > (b) after receiving the license notification issued by the Licensor, the licensee may improve the licensing technology for the manufacture of licensed products free of charge. The Licensor shall be granted the following acts of non exclusive and free rights: < /p >


    P > (1) the use of this technical improvement worldwide, whether or not it has been patented; and < /p >


    P > (2) allows Licensor's other licensees to use this technical improvement on a global scale.

    < /p >


    < p > (c) the licensee has the right to apply for a patent in any country of its choice in the name of his own name and to undertake the technical improvement in its own choice, and to grant the Licensor non exclusive and free rights to carry out the following acts: < /p >


    < p > (1) the patent is used worldwide in the validity period of the patent; and < /p >


    < p > (2) allows the Licensor's other Licensee to use the patent on a global scale.

    < /p >


    < p > (d) if the licensee fails to apply for or maintain the patent stipulated in article 10.2 (c) for any reason, it shall promptly notify the Licensor and, upon request, fully grant the Licensor the right to apply for and maintain the patent in his own name, and the relevant fee shall be paid by the owner.

    In this case, the Licensor abandonment of any right to lodge a claim for infringement on the Licensee within the period of validity of the patent.

    11. sales and marketing of licensed products < /p >


    < p > 11.1 Licensor purchases the licensed product (Licensor has the right to purchase the licensed product under the (product supply agreement) (and) agreement.

    < /p >


    < p > 11.2 the Licensee's right to sell the Licensed Product: the Licensee's right to sell the licensed product under second items includes the right to sell or lease the hardware part of the licensed product directly or through the dealer or reseller to the buyer, and the right to distribute the operation software to the buyer of the licensed product in accordance with Article 5.1.

    < /p >


    < p > 11.3 marketing support: at the request of the licensee, the Licensor may decide to provide marketing support and training to the Licensee in accordance with the terms of the written agreement.

    < /p >


    < p > 11.4. The Licensee shall not directly or indirectly sell the licensed products directly to the Licensor's exclusive territory or to the exclusive user of the Licensor.

    < /p >


    < p > 11.5 Licensor's sale in the exclusive territory of the licensee: according to the product supply agreement, Licensor shall not sell the contracted products or sell the licensed products purchased from the Licensee in the exclusive territory of the licensee, except in the following cases: < / P >


    < p > (a) at the time of sale, the licensee did not manufacture and did not deliver the licensed product within the time required for delivery because of the fact that the Licensor could not be attributed to the Licensor; or < /p >


    < p > (b) the Licensee's exclusive territory or any relevant department will not recognize the quality of the licensed product, or require the Licensor or other authorized subcontractors to manufacture the contract products; or < /p >


    < p > (c) the licensee gives notice or confirmation to the Licensor in writing, for any reason, unwilling to invite the licensee to quote or sell the licensed product in the exclusive territory.

    < /p >


    < p > 12. trademark > /p >


    < p > 12.1 no trademark license: any clause in this contract shall not be understood as granting the Licensee the right to use the trademark of the Licensor, any other trademark or trade name.

    Use (trade name) requires another license agreement.

    To avoid ambiguity, the contract does not grant the Licensee the right to use the Licensor's trademark.

    < /p >


    < p > 12.2 to the use of Licensor's trademark: Licensor hereby authorizes the licensee to use the Licensor's trademark only on the licensed product or in the relevant circumstances according to the packaging and labelling specifications.

    The Licensee shall not use licensee trademark or easily confused trademark in the licensed product, any competitive product or licensee or any other main body manufactured product, or under relevant circumstances.

    The licensee has no right to acquire any trademark in this contract.

    The Licensee shall not distort, cover or change any Licensor's trademark on any licensed product.

    The Licensee shall not place the trademark developed or used by the licensee or its affiliates around the world on the licensed product.

    < /p >


    < p > 12.3 the words used for licensed products: within the term of this contract, the Licensee shall use the Licensor's license or the corresponding foreign language plation in the documents and advertisements of the licensed product, and the nameplate with the above words shall be fixed on the licensed product.

    If the licensee fails to comply with the technical specifications, technical performance indicators, packaging and labelling specifications and technical data provided by Licensor, Licensor may revoke the authorization under the license agreement.

    < /p >


    < p > 13. no competition < /p >


    < p > 13.1 prohibition of competitive products: Licensee shall not directly or indirectly manufacture, sell or sell any competitive product, nor shall he make an offer or enter into an agreement with others, whether in written agreement or oral agreement.

    < /p >


    < p > 13.2 Licensor's competitor: the Licensee shall not reach any oral or written agreement with the Licensor's competitor on the manufacture, marketing or sale of other products belonging to the same category as the licensed product.

    < /p >


    < p > 13.3 has no limitation on Licensor's rights: within the term of the contract, no matter whether the existing products manufactured by the Licensor in any part of the world constitute the competitive products under this contract, any provision in this contract shall not be construed as directly or indirectly restricting the Licensor's right to manufacture or sell the above products in any form.

    14. business conduct policy < /p >


    < p > 14.1 prohibition of expenditure or expenditure: the Licensor has a commercial policy, in addition to the small social etiquette that is publicly paid and fully charged, and the established legal business expenses, it shall not directly or indirectly provide money or material or services to the employees or other people of the customer to influence the decision making of a purchase contract product: when the Licensor knows that the above payment acts occur or is about to happen, it shall not sign or complete any paction.

    The Licensee agrees not to require or allow its employees or agents to perform such payment actions for the sale or potential sales opportunities of the licensed products.

    (Licensee shall abide by the United States' anti Foreign Corrupt Practices Act).

    < /p >


    < p > 14.2 comply with relevant laws: Licensor and Licensee agree to abide by all relevant laws and regulations of China so as to implement appropriate and lawful business practices.

    < /p >


    < p > 14.3 independent auditor's report: the Licensee shall provide a licensor with a report issued by an independent auditor to confirm that the licensee complies with the above provisions.

    15. intellectual property infringement compensation < /p >


    < p > 15.1 Licensor's compensation: the action against the licensee against the Licensee's use of technical materials, operation software or tools infringes upon any litigation, claim or procedure (infringement allegations) of any patent or copyright registered in China, and the Licensor agrees to compensate the Licensee in accordance with the provisions of this fifteenth clause.

    < /p >


    < p > 15.2 the scope of compensation: the Licensor agrees to defend the Licensee in the event of a tort accusation, and to pay all litigation costs, reasonable attorney fees, settlement fees and damages specified in the final judgment of the infringement.

    < /p >


    < p > 15.3 a prerequisite for compensation. The Licensor has fulfilled the following prerequisites for fulfilling the obligations under article fifteenth: < /p >


    < p > (a) the Licensee shall notify the Licensor promptly of any infringement accusation; < /p >


    < p > (b) the Licensee shall cooperate fully with the Licensor in the process of handling the infringement accusation, and < /p >.


    < p > (c) the Licensee shall permit the Licensor to have sole control over the defence or reconciliation of the infringement allegations.

    < /p >


    < p > 15.4 limitation of compensation: if there is one of the following circumstances, the Licensor shall not be liable for compensation under this fifteenth clause for the infringement allegations arising therefrom: < /p >


    < p > (a) the licensee did not use technical data, operation software or tools in the manner or purpose of Licensor's recognition or contract; < /p >


    < p > (b) the licensee changed the technical data, operation software or tools, and the alteration was not authorized by the Licensor; < /p >


    < p > (c) the licensee mixed technical data, operation software or tools with other products not supplied by Licensor, which resulted in infringement.

    < /p >


    < p > 15.5: a prohibition against Licensee: if a prohibition against the licensee is issued by a court or other institution under the accusation of infringement, the Licensor shall have the right to choose the following actions: < /p >


    < p > (a) for the licensee to obtain the right to continue to use the technical data, operate software or tools, or < /p >


    < p > (b) to replace or amend technical information, operate software or tools, so that the Licensee's use behavior is no longer bound by the prohibition.

    < /p >


    < p > 15.6 the scope of the rights of the licensee: the provisions of this fifteenth clause are the exclusive and exclusive rights and remedies enjoyed by the Licensee in the event of a tort accusation.

    < /p >


    < p > 16. statement and guarantee < /p >


    < p > 16.1 the Licensor's statement and the guaranty Licensor shall state and guarantee it from the effective date of the contract: < /p >


    The Licensor's technical data, tools, operation software and other related documents are sufficient for the licensee to manufacture the licensed products, and the licensed products have the same or similar quality and function with the products manufactured by the Licensor in their own factories, provided that the technical personnel, manufacturing equipment, materials, methods and procedures used by the Licensee in the manufacturing process and management personnel are identical or equivalent in terms of skills, standards and capabilities with the licensors in their workshops. The licensee confirms that the success of the licensed products depends on various factors, such as the technical level, diligence and working ability of their employees, as well as the quality of their related facilities, procedures and equipment; < /p > < p > (a


    < p > (b) Licensor has sufficient legal rights to the technical materials, tools and operation software, so that Licensor has the right to provide Licensee and authorize the Licensee's rights under this contract in accordance with the provisions of this contract; < /p >


    < p > (c) (in accordance with the relevant laws, the technology that contains the technical data, the operation software and tools does not need to obtain any export license). Any export licence required for the technology including the technical data, the operation software and tools has been obtained and lawfully and effectively.

    < /p >


    < p > 16.2 the Licensee's statement and guarantee shall be stated and guaranteed by the Licensee from the effective date of the contract: < /p >.


    < p > (a) according to the regulations of the State Council promulgated and entered into force in January 1, 2002, People's Republic of China technology import and export regulation (technology import and export regulations), the technology (including technical data, operation software and tools) belongs to the scope of free import; and < /p >


    < p > (b) the licensee has obtained or completed all the necessary approvals and registration required for importing technical data, operating software and tools under this contract.

    < /p >


    < p > 16.3 mutual statement and guarantee the Licensor and the licensee mutually declare and guarantee, from the effective date of the contract: < /p >


    < p > (a) according to the law of its place of establishment, the party is an independent legal person, established and effective in accordance with the law, and the relevant procedures are complete; < /p >


    < p > (b) the party has full power to enter into this contract and has fulfilled its obligations under this contract; < /p >


    < p > (c) the party has authorized the authorized representative to sign the contract, and the terms of this contract shall be legally binding from the effective date; < /p >


    < p > (d) the party signs this contract and fulfil its obligations under this Contract: (1) it will not violate any provisions of its business license, the establishment of an agreement, articles of association or similar organizational documents; (2) it will not violate the relevant laws or the authorization or approval of any government; and (3) it will not violate any other contract as a party (or bound by it), nor will it lead to its failure to perform under the contract; < /p >


    < p > (E) there is no litigation, arbitration application or other judicial or administrative procedure that has affected the ability of the party to perform its obligations under this contract, and, as far as it is known, no threat will take the above action; and < /p >


    < p > (f) the party has provided to the other party the relevant document issued by the relevant government agency that may have a significant adverse effect on its ability to fully perform its obligations under this contract, and the party's premises provide no other statement or omission of any important facts in the documents of the other party.

    < /p >


    < p > 16.4 the consequences of statements and guarantees are not true. < /p >


    < p > (a) if the Licensor's fault and the statement made under Clause 16.1 (a) are completely inconsistent with the actual situation, the Licensor's sole obligation (and the only relief available to the licensee) is to provide appropriate technical information to remedy the above statements and guarantees.

    < /p >


    < p > (b) if a party's other representations and guarantees are inconsistent with the actual circumstances when it is made, it constitutes a major breach of the contract.

    < /p >


    < p > 17. contract registration, other approval < /p >


    < p > 17.1 file submission: according to the requirements of the technology import and Export Ordinance, the Licensee shall submit the following documents to the registration authority from the date of the effective date of the contract (ten (10) days): < /p >


    < p > (a) written application for contract registration; < /p >


    < p > (b) a copy of the contract signed by the authorized representatives of the two parties; and < /p >


    < p > (c) the certificate of incorporation, business license and other documents required by the registration authorities to prove the legal status of both parties.

    < /p >


    < p > 17.2 the Licensor's assistance Licensor shall provide reasonable assistance to the Licensee in respect of the registration of this contract.

    < /p >


    < p > 17.3 registration certificate: after the registration authority issues the technology import and export contract registration certificate, the Licensee shall obtain the certificate immediately from the registration authority.

    The Licensee shall keep the original of the certificate, and at the same time provide a copy of the certificate to the Licensor immediately after receipt of the certificate.

    < /p >


    < p > 18. contract period < /p >.


    < p > 18.1 initial period. The initial period of this contract is the year of the commencement date of the contract, but it can be terminated according to the provisions of the 18.2 extensions and 19.1 (b), (c) and (d).

    < /p >


    < p > 18.2 extension: this contract shall be automatically terminated on the expiry date of the contract unless the authorized representatives of both parties sign a written agreement at least (sixty (60)) days prior to the expiry date of the contract to renew the contract period.

    < /p >


    < p > 19. the contract terminates < /p >.


    < p > 19.1 the contract terminates < /p >.


    < p > (a) the contract shall be terminated on the expiry date of the contract unless the parties extend it in accordance with Article 18.2.

    < /p >


    < p > (b) before the contract expires, both parties may terminate this contract at any time through written agreement.

    < /p >


    < p > (c) if one of the following circumstances occurs, the Party (the notifying party) may terminate this contract at any time after giving written notice to the other party: < /p >


    < p > (1) the other party breaches a major obligation under this contract and remedies for breach of contract stipulated in the written notice of breach of contract issued by the notifying party under section 21.1 (a); < /p >


    < p > (2) the other party violates any principal obligation under any ancillary contract (one of the parties to the contract), and fails to remedy the breach of the contract within the applicable remedial period, or any subsidiary contract will be terminated or will be declared invalid or unenforceable for any reason (not including the result of the cause of the notification party or its affiliate); < /p >


    < p > (3) the other party is bankrupt, or becomes the object of dissolution or liquidation proceedings, or is closed down, or unable to repay its due debts; < /p >


    < p > (4) force majeure (as defined below), or its impact lasting more than six (6) months, and the parties can not reach a fair solution according to Clause 22.2 (force majeure consequences); or < /p >


    < p > (5) in accordance with the relevant laws, a basic clause of this contract (if there is no such clause, one party or both parties will not conclude this contract) shall be deemed invalid or invalid.

    < /p >


    < p > (d) if the Licensee's equity capital (or legal ownership or beneficial ownership) is%, or more by a person or entity, and the person or entity (directly or indirectly) produces or sells products that compete with the product or licensed product, or otherwise compete with the Licensor's business, the Licensor may at any time issue a written notice to the licensee to terminate this contract.

    < /p >


    < p > 19.2 handling of related matters after termination of the contract < /p >


    < p > after the termination of this Contract: < /p >


    < p > (a) in accordance with this contract, the Licensee's license and the rights under it shall be terminated immediately. The Licensee shall immediately terminate the use of technical data, tools and operation software, and immediately stop manufacturing, marketing or selling licensed products, except as provided in article 19.2 (E).

    < /p >


    < p > (b), subject to the provisions of articles 19.2 (f) and (g), the Licensee shall, (1) immediately return to the Licensor and destroy (including the deletion from its controlled computer memory), all the information and / or tools that reflect the technical information (including original and duplicates) in accordance with the instructions of the Licensor; and (2) within ten (10) days after the Licensor's request, the Licensee shall confirm in writing that all the above materials have been returned or destroyed.

    < /p >


    < p > (c) the Licensee shall clear the accounts immediately for the sale of the licensed products, and shall pay the royalty and other payments payable at the time of maturity.

    < /p >


    < p > (d) Licensor's obligations under this contract shall be terminated.

    < /p >


    < p > (E) notwithstanding the provisions of clause 19.2 (a) above, if the licensee fails to execute the finished product order or the previous offer which has not yet been invalidated before the expiration date of the contract, or is not due to the fault of the licensee, the new licensee has the right to manufacture and sell the licensed product on the above order after the expiration or early termination of the contract, but the licensee must: < /p >


    < p > (1) provide the Licensor with an effective explanation of the offer or order; and < /p >


    < p > (2) continue to perform corresponding obligations under this contract, including, but not limited to, quality assurance and payment obligations; < /p >


    < p > (f) notwithstanding the provisions of clause 19.2 (b) above, the licensee has the right to retain some technical information after the expiration date or early termination date of the contract, but the information must be absolutely necessary for the licensee to continue to maintain and support the licensed products sold before the termination of the contract, and can only be used for the purposes mentioned above.

    < /p >


    < p > (g) notwithstanding the provisions of clause 19.2 (b) above, if the contract expires or terminates in advance, the buyer of the licensed product shall have the right to continue to use the operation software according to the sub license agreement.

    < /p >


    < p > 19.3 continuing obligations: after the termination of this contract, third (license fees), fourth (record and payment), nineteenth (termination of contract), Twentieth (confidentiality), twenty-first (breach of contract) (only before the termination of the contract, or other claims related to continuing obligations) and 23 (dispute settlement) remain valid.

    < /p >


    < p > 20. confidentiality obligation < /p >


    < p > 20.1 obligation of confidentiality: one party (disclosing party) has disclosed or disclosed to the other party (the receiving party) confidential information (confidential information) from time to time before and during the contract.

    During the term of this contract and the subsequent years of the period, the recipient must: < /p >


    < p > (a) confidentiality of confidential information: < /p >


    < p > (b) does not use confidential information except for other purposes specified in the contract: and < /p >


    < p > (c) except for the employee who is required to know confidential information for the purpose of performing his duties, or not, he or she shall not disclose to any other person, and the above person shall sign a written confidentiality agreement, and the obligation of confidentiality shall not be stricter than the provisions of the twentieth article (collectively, the permitted disclosing party).

    < /p >


    < p > 20.2 except for confidentiality obligations, the provisions of article 20.1 above do not apply to the following information: < /p >


    < p > (a) the recipient has a written record before disclosing its disclosure, which proves that he has mastered it; < /p >


    < p > (b) is not because the recipient has entered the public domain in violation of the contract, or "/p >".


    < p > (c) the receiving party obtains from the third party who has no obligation to confidentiality of the information.

    < /p >


    < p > 20.3 confidentiality rules: each party shall formulate corresponding rules and regulations to inform the directors, senior staff and other employees of the party concerned (and its associated agencies) of the confidentiality obligations stipulated in these twentieth articles.

    < /p >


    < p > 20.4 material return: after the expiration of this contract (or at any time when the disclosing party makes a request), the receiving party shall (1) return to the other party (or destroy by the other party) all materials including the confidential information of the other party (including its duplicates); and (2) within ten (10) days after the request is made by the other party, the party shall make a written promise to return or destroy the material.

    < /p >


    < p > 21. breach of contract < /p >


    < p > 21.1 breach of contract relief: except for other provisions of this contract, if one party (breach party) fails to perform a major obligation under this contract or a major obligation under this contract, the other party (the injured party) may choose to take the following relief measures in addition to the rights granted by the relevant law: < /p >


    < p > (a) sends written notice to the breaching party to explain the nature and scope of the breach, and requests the breaching party to redress at its own expense within the reasonable time limit (remedial period) stipulated in the notice. However, if a party's statement and the substantive content of the warranty under Article 16. (c), 16.2 and 16.3 are untrue and incorrect, or if a party breaches the obligations under twentieth items, there should be no remedy period; and < /p >


    < p > (b) if the breaching party fails to remedy within the remedial period prescribed in the written notice (or if there is no remedial period, at any time after such breach), the injured party may claim compensation for foreseeable direct loss arising from breach of contract in addition to the right under section 19.1 (c) (1) or the rights granted by the relevant law.

    < /p >


    < p > 21.2 limitation of liability: in addition to breaching the obligation of confidentiality or infringing upon the intellectual property rights of the other party, no matter whether the provisions of other provisions of this contract are stipulated, neither party shall bear the liability for loss of income or profit, loss of goodwill or any indirect or consequential loss caused by the performance or failure of the contract.

    In any case, the total liability for loss, damage or compensation claims caused by a party's performance or failure to perform the contract shall not exceed the total amount of USD (us_________$) or equivalent RMB.

    < /p >


    < p > 22. force majeure < /p >


    < p > 22.1 definition of Force Majeure: force majeure means an unforeseen and unavoidable or insurmountable event beyond the control of both parties. This event causes the party to be partially or completely unable to perform this contract.

    Such incidents include, but are not limited to, earthquakes, typhoons, floods, fires, wars, strikes, riots, acts of the government, changes in the provisions of law or their application, or any other unforeseen, avoided or controlled events, including events commonly recognized as force majeure in international business practice.

    < /p >


    < p > 22.2 the consequence of force majeure < /p >


    < p > (a) if an event of force majeure occurs, one party's obligations under this contract under the force majeure shall be automatically terminated during the delay caused by force majeure, and the time limit for execution shall be automatically extended, and the party shall not be liable for breach of contract if the period of extension is suspended.

    < /p >


    < p > (b), a party affected by force majeure shall notify the other party in writing, and within fifteen (15) days thereafter, sufficient evidence shall be provided to the other party for the occurrence of the force majeure and the duration thereof.

    It is suggested that a party affected by force majeure should make every reasonable effort to eliminate force majeure.

    < /p >


    Force majeure (P) (c), the two sides should immediately consult for a fair solution and make every effort to minimize the impact of the force majeure.

    < /p >


    < p > 23. dispute resolution < /p >


    < p > 23.1 friendly negotiation: if there are disputes, disputes or claims (disputes) arising from this contract (or its violation, termination or invalidation), the two parties should first try to resolve the dispute through friendly negotiation.

    < /p >


    < p > 23.2 Arbitration: < /p >


    < p > (a) if any dispute has not been settled through friendly negotiation within sixty (60) days after the first written consultation of a party, any party may submit the dispute to the China International Economic and Trade Arbitration Commission (Trade Commission) in Beijing.

    < /p >


    < p > (b) the arbitral tribunal shall consist of three arbitrators, each of whom designates one party. If either party fails to appoint an arbitrator within the time specified in the arbitration rules, the C / C director shall refer to the standard specified in Clause 23.2 of this contract to appoint the arbitrator.

    < /p >


    < p > (c) third Arbitrators (chief Arbitrators) shall be designated by the parties hereto. If the parties fail to reach the agreement in the specified time specified by the arbitration rules, the third arbitrators shall be appointed. The director of the Trade Commission shall refer to the standards specified in sections 23.2 (d) and 23.2 (E) of the contract.

    < /p >


    < p > (d) no arbitrator shall have (1) Nationality in People's Republic of China; or (2) Nationality in the country of which Party B is located.

    < /p >


    < p > (E) unless the parties agree otherwise, the chief arbitrator (and his successor or any other person who has previously appointed to be the chief arbitrator) shall have any of the following Nationalities: "/p".


    < p > (f) arbitration proceedings shall be conducted in English.

    < /p >


    < p > (g) all arbitration fees (including but not limited to arbitration fees, arbitrators' fees and statutory fees and expenses) shall be borne by the losing party unless otherwise decided by the arbitral tribunal.

    < /p >


    < p > (H) whether or not the total amount of compensation claims reaches RMB third, the provisions of the rules of arbitration rules (summary procedure) are excluded as far as possible.

    < /p >


    < p > 23.3, abide by procedural stipulations, both sides guarantee: < /p >


    < p > (a) any action taken or implemented in any arbitration or arbitration related activities must strictly comply with the time limit specified in the relevant arbitration rules; and < /p >


    < p > (b) to observe and carry out all procedural decisions (including but not limited to any interim safeguard measures) or any (provisional or final) ruling made by the arbitral tribunal without delay.

    < /p >


    < p > 23.4: implementation of the award: irrevocable: /p >


    < p > (a) agrees that the arbitral award is final and binding on both parties; < /p >


    < p > (b) guarantees that it will sign and perform arbitral awards without delay.

    In the case of judicial adjudication and issuance of enforcement orders by the court, the parties expressly renounce all their rights to raise objections, including any defences raised on the grounds of sovereign immunity and any other defences raised on the basis of facts or opinions of an institution or department which is a sovereign state; and < /p >


    < p > (c) to renounce any right that it has objected to the validity of the arbitration agreement in this article or to challenge the jurisdiction of the relevant arbitral body to hear and decide the case.

    < /p >


    < p > when a dispute occurs and is being settled through friendly negotiation or arbitration, the parties shall continue to exercise their other rights under this contract and continue to perform their other obligations under this contract, except for the rights and obligations related to the dispute.

    < /p >


    < p > 23.5 injunctive relief: regardless of the provisions of the foregoing provisions of this contract, the parties agree that each party shall have the right to seek temporary or permanent injunctions or other similar relief measures for any court or other organ having a breach of confidentiality obligation or infringement of intellectual property rights, or to apply for the actual execution of the execution order or other injunctive relief permitted by relevant laws.

    < /p >


    < p > 23.6 applicable law: the validity and interpretation of this contract and the law applicable to the laws of the People's Republic of China (but not applicable to the rules of conflict of laws).

    < /p >


    < p > 24. other provisions < /p >


    < p > 24.1 the independent relationship between the two parties: the two parties have signed an independent contract between them.

    Nothing in this contract shall be interpreted as: < /p >.


    < p > (a) forming partnership or other common responsibilities between the parties; < /p >


    < p > (b) so that any party becomes the agent of the other party (except the prior written consent of the other party); or < /p >


    < p > (c) authorize one party to incur expenses or any other obligation (except for prior written consent) for the other party.

    < /p >


    < p > 24.2 export license: as an American company, Licensor must comply with the legal provisions of the United States on Export (Export Management Act).

    Therefore, the agreement between the two parties is as follows: < /p >


    < p > (a) during the performance of the contract, licensor (or his parent company or related affiliate or sub contractor) shall be responsible for obtaining the export licence (export permit) according to the export management law if the Licensor is required to import technical information from the United States or other countries.

    < /p >


    < p > (b) the licensee acknowledges that the export license under the export control law is preconditions for: (1) the licensee and its subcontractors, suppliers and customers shall use technical information only in China and other permitted countries, and must be exclusively used for civilian purposes within the business scope; and (2) the licensee and its subcontractors, suppliers and customers shall not resell, pfer or re export the technical information provided by the Licensor without permission, or may use the licensed products or related technical information for any purpose other than civilian purposes.

    < /p >


    < p > 24.3 contract binding force. The beneficiary of this contract is the legal successor and assignee of both parties hereto and has legal binding force on it.

    < /p >


    < p > 24.4 modification of this contract shall not be modified orally, and shall be amended by written documents signed by both parties.

    < /p >


    The existence and contents of this contract shall be regarded as a part of confidential information, and shall be kept confidential by twentieth parties and shall not be disclosed to the whole or part of a person or entity. Except for disclosure to the following parties: (1) disclosure to the permitted disclosing party; (2) authorized securities market supervisory officials or exchanges according to the relevant laws or the rules of the stock exchange regulated by the party; (3) disclosing to the relevant government agencies according to relevant laws; (4) in order to satisfy the conditions for the entry into force of the contract; or (5) to perform their obligations under this contract or in connection with this contract, or to exercise their rights under this contract or in connection with this contract. < p > 24.5 the contents of the contract are confidential.

    < /p >


    < p > 24.6 prohibits the solicitation of the other party's employees: neither party shall issue a recruitment offer directly to the employee who is involved in the execution of this contract within one (1) years after the expiration of this contract and after the termination of this contract, unless otherwise agreed by the other party.

    < /p >


    < p > 24.7 notifications < /p >


    < p > (a) in this contract, a notice or written communication (including, but not limited to, all the offers, written documents or notices) under the contract shall be made in (Language) and delivered to the corresponding party by facsimile: face-to-face delivery, or letter of delivery or fax.

    < /p >


    < p > (b) the notice is deemed to have been served at the following time: if it is delivered to the designated address and delivered to the designated address and signed the receipt or other service certificate if it is delivered by face-to-face delivery, it will be delivered on the day of (five) business after the date of delivery, and if it is served by fax, the next business day after the date marked on the fax machine sent by the facsimile machine of the facsimile Party (indicating that the complete and uninterrupted fax has been sent to the relevant fax number).

    < /p >


    < p > (c) within the term of the contract, a party may notify the other party at any time in accordance with Clause 24.7 (a) to change the address of the notification service.

    Licensor: the cable address: fax address: the number of the fax: the number of persons, the number of recipients, the number of recipients, the number of the licensee, the telephone number, the fax number, and the number of recipients.

    < /p >


    < p > 24.8: no waiver of Rights: if a party fails to exercise or delay in exercising its rights, powers or privileges under this contract, it does not constitute a waiver of such right. If the party has exercised a right, power or privilege or exercised part of a right, power or privilege, it will not prevent it from exercising this right, power or privilege again in the future.

    < /p >


    < p > 24.9 pferability shall not be partially or wholly pferable by any party without the prior written consent of the other party.

    < /p >


    < p > 24.10 divisibility. The invalidity of a clause in this contract does not affect the validity of other provisions of this contract.

    < /p >


    < p > 24.11 all agreements: the contract and its appendix (and annex) constitute the entire agreement between the two parties on the subject matter of this contract, and replace all consultations, negotiations and agreements reached between the two parties on the subject before, including the memorandum of agreement between the two parties, and the memorandum of understanding between the two sides.

    < /p >


    < p > 24.12 further efforts: in order to make the terms and conditions of the contract fully effective (reasonable) necessary, at the request of the other party at any time, one party shall sign (or cause the third party to sign) the relevant documents, agreements, contracts, deeds, and implement or urge the implementation of related acts.

    < /p >


    < p > 24.13 cost: unless otherwise agreed in this contract, each party shall bear the cost of the lawyer or other professional consultant related to the production, negotiation and conclusion of this contract.

    < /p >


    < p > 24.14 appendix and appendix: appendix and appendix of this contract are inalienable parts of this contract and are equally valid as the terms of the contract.

    If the terms of the contract are in conflict with the terms of the appendix or appendix, the terms and conditions of this contract shall prevail.

    < /p >


    < p > 24.15 the original Chinese version of the contract.

    The two texts are equally authentic.

    < /p >


    < p > licensor (seal): the licensee (seal): "/p".


    < p > legal person representative (signature): legal representative (signature): "/p".


    < p > place of signature: the place where the sign is to be signed: "/p".


    < p > the year of the year, the month, the day, the hour, the hour, the hour, the time, the time, the time, the time, the time, the time, and the time of the year. /p


    < p > Annex I: definition < /p >


    < p > unless the terms and conditions of this contract are otherwise specified, the following terms are defined as follows: < /p >


    < p > affiliated institutions refer to any company that is directly or indirectly controlled by one party and is jointly controlled or controlled by the party. The meaning of controlling this term means the power to elect or appoint a majority of directors of the board or instruct the management department of the company.

    < /p >


    < p > the injured party shall have the meaning given in article 21.1.

    < /p >


    < p > subsidiary contracts refer to parts supply contracts and distribution agreements and product supply agreements.

    < /p >


    < p > the relevant laws refer to the laws, regulations, rules and regulations issued by the parties to this contract or the subject matter of this contract, as well as notices, orders, decisions or other public notices issued by the legislative, administrative or judicial organs.

    < /p >


    < p > the approved subcontractor refers to the subcontractor of the Licensee from time to time in written approval by the Licensor, including the subcontractor listed in the appendix.

    < /p >


    < p > approved suppliers refer to suppliers who are permitted to make written approval from time to time, including suppliers listed in the annexes of the company.

    < /p >


    < p > the terms and conditions which are approved shall refer to the terms and conditions of the contract or agreement written by Hsu or his lawyer in writing for any contract or agreement.

    < /p >


    < p > breach party shall have the meaning given in article 21.1.

    < /p >


    < p > working day means: (a) in respect of any act in China, it refers to any day in which companies in People's Republic of China are normally open to the outside world, including the Chinese government's announcement on Saturday or Sunday (working day) on the temporary working day, but not Saturday and Sunday other than statutory holidays and rest days. (b) in respect of any act taken by the Licensor country, any day in which the company in the country of Licensor is normally open to the outside world.

    < /p >


    < p > China refers to People's Republic of China, but in this contract, it does not include Hongkong and Macao Special Administrative Region and Taiwan region of China.

    < /p >


    < p > competitive products refer to licensed products which are essentially similar to contract products.

    < /p >


    < p > component supply contract refers to the contract signed by the licensor (or its affiliate) and the Licensee in substance according to the annex, the form of the contract, the licensor (or its affiliate) will supply the licensed parts to the licensee for the purpose of this contract.

    < /p >


    < p > confidential information refers to the commercial, marketing, technical, scientific or other information that is disclosed by a party (including Licensor and its affiliate in this case) which meets one of the following requirements: when it is disclosed, it is classified as confidential (or similar mark), which is disclosed in confidentiality or shall be understood as confidential information by both parties according to reasonable business judgment.

    The license contract shall have the meaning given in the header.

    The remedial period should have the meaning given in Clause 21.1 (a).

    The disclosing party shall have the meaning given in article 20.1.

    Disputes should have the meaning given in article 23.1.

    < /p >


    < p > distributor agreement refers to the sales agreement signed by Xu Kok (or its affiliates) and Licensee in accordance with the format attached to the annexes.

    < /p >


    < p > effective date refers to the date set out in the first part of this contract.

    < /p >


    < p > maturity refers to the day when the initial contract period expires or any extension of the contract period expires in accordance with articles 18.2 and 19.1.

    < /p >


    < p > firmware refers to the operation software that is placed in the storage device of the unreprogrammable program and constitutes an inseparable part of the hardware and related equipment of the device.

    < /p >


    < p > technological improvement refers to the improvement, development, invention, alteration, derivation or innovation made by Licensor or licensee to technical data aimed at enhancing its utility or value.

    < /p >


    < p > the right of intellectual property pointers to any of the following items (in every case, the scope of their rights includes all regions of the world and whether they are registered): invention, discovery, improvement, utility models, designs, copyrights, industrial designs or masks, algorithms, data structures, trade secrets or know-how, confidential information, or ideas of commercial value.

    Intellectual property rights also include trademarks, trade names, decorations, domain names, and other markings that indicate or highlight the origin of a commodity or service from an entity (or its provider is controlled by an entity).

    Intellectual property rights include all rights to any nature of computer software and data (and all intangible rights or privileges similar to those mentioned above), including the right to apply for the above rights and the right of registration.

    < /p >


    < p > the Licensee shall have the meaning given in the preface.

    < /p >


    < p > licensed products refer to the contract products manufactured by the Licensee in accordance with the terms and conditions of this contract.

    < /p >


    < p > entry fee means the one-time payment of the Licensee's technical data, patent rights and tools.

    < /p >


    < p > licensor should have the meaning given in the preface.

    < /p >


    < p > Licensor components refer to parts supplied by Licensee to Licensee for production of licensed products to ensure that the product meets the technical specifications and product quality requirements under this contract.

    < /p >


    < p > Licensor trademark refers to trademarks, trade names, service marks, slogans, designs, prominent advertisements, labels, labels and other signs that can be developed or used by the relevant organizations around the world, whether or not they are registered.

    < /p >


    < p > net sales refer to the gross revenue (excluding VAT) after the licensee or its affiliates sell the licensed products minus the next two items: (1) the cost of the Licensor's parts to the Licensor, and (2) the pportation fees, insurance premiums, duties and other import taxes and fees of the licensed products.

    < /p >


    < p > operation software refers to the software specified in the appendix, which is used in products and related equipment, and constitutes part of the appendix.

    The packaging and labelling specifications refer to the written specifications of the packaging and labelling of the licensed products specified in the appendix.

    A party shall have the meaning given in the header.

    Both parties should have the meaning given in the first part.

    The patent right means that all the licensed products within the territory of China on the effective date of the contract or within the term of the contract have not been approved, registered or approved "/p".


    The patent rights of < p > shall have or will have the right of ownership or use of these patent holders (a) licensers; and (b) Licensor shall have the right to grant other people's licenses or usufruct in accordance with the terms of this contract, but such authorization shall not conflict with the Licensor's obligations to the third party.

    < /p >


    < p > allow the disclosing party to have the meaning given in article 20.1 (c).

    Product category refers to the product classification based on the common characteristics of the product.

    The recipient shall have the meaning given in article 20.1.

    The registration authority refers to the relevant committees or bureaus set up under the regulations of the People's Republic of China on import and Export Administration (approved by the State Council in December 10, 2001 and effective in January 1, 2002) and other relevant laws, which are under the technical import contract < a href= "http://www.91se91.com/news/index_c.asp" > registered "/a" > a href= "http://www.91se91.com/news/index_c.asp" > Ministry of Commerce < /a >.

    < /p >


    < p > RMB or RMB refers to the legal tender of People's Republic of China.

    Royalty refers to the percentage of net sales paid to Licensor by Licensor on the basis of the technical data, patent rights and tools of Licensor in the period of royalties.

    < /p >


    < p > sales in respect of licensed products, including sales or leases directly or through distributors or resellers, including licensee and its associated agencies in the use of licensed products for their own business activities for trial, exhibition or other reasons.

    The software refers to the data and program groups that can be applied to the contract products and related equipment and become part of them.

    < /p >


    < p > technical specifications refer to the written specifications of the licensed products specified in the annexes.

    (the Licensor can inform the Licensee in writing 90 days in advance, and he may decide to modify the technical specifications unilaterally.

    Any modified technical specification will become part of the contract after the licensee has received it.

    < /p >


    < p > < a href= > http://www.91se91.com/news/index_c.asp > tax < /a > refers to all taxes collected by the relevant tax authorities in accordance with relevant laws.

    < /p >


    < p > technical information refers to information provided by Xu Ke Ren in the form of documents made in the licensed products (see the provisional list of technical data in Appendix).

    < /p >


    < p > technical performance indicators refer to the technical performance standards of the licensed products specified in the annex, the ",", "the", "the" and "the".

    The term of validity of contract refers to the duration of the contract from the effective date of the contract to the expiration date of the contract.

    The third party component refers to the parts purchased by the licensee to the third party supplier who meet the requirements of the terms of this contract for the production of the licensed products.

    < /p >


    < p > tools refer to the manual, mechanical, electric or electronic tools or machines that are commonly needed by people, and the licensors are usually used to manufacture Contract Products and are listed under the various products listed in the provisional list of appendixes.

    The United States or US refers to United States of America.

    < /p >

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