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专有技术许可合同附件（２）
Date:2009-3-24
Model Contract for know-how Licensing Appendices
Appendix 1 Names, Models, Specifications, Indices, Technical Data, and Acceptance Standard of Contract Products(Omitted)
Appendix 2 Contents, Copies and Delivery Schedul
Appendix 3 Contents of Technical Service and e of Technical Documentation (Omitted) Treatment of Licensor's Technical personnel (Omitted)
Appendix 4 Contents of Technical Training and Treatment of Licensee's Technical Personnel (Omitted)
Appendix Acceptance Test Procedure and Guarantee (Omitted)
Appendix 6 Specimen of Irrevocable Letter of Guarantee for Advance Payment Issued by Licensor`sBank
Model Contract for know-how Licensing.
Contract No:__________________.
Date of Signature :_____________.
Place of Signature:_____________.
This Know-how Licensing Contract (hereinafter referred to as Contract) is made and entered into through friendly consultation and negotiation by and between ___________________ , a corporation organized and existing under the laws of___________________(the licensor`s country) as one party (hereinafter referred to as Licensor), and China___________________ Corporation,a corporation organized and existing under the laws of the People`sRepublic of China as the other party, hereinafter referred to as Licensee)
Whereas Licensor has long been engaged in designing, manufacturing, assembling, inspecting and selling____________(hereinafter referred to as Contract Products);
Whereas Licensor possesses valuable and mature Know-how on the design, manufacture, assembly and inspection of Contract Products;
Whereas Licensor has the right and agrees to grant Licensee a license to exploit Know-how in connection with Contract Products, and
Whereas Licensee desires to obtain a license for exploiting Know-how to manufacture, use and sell Contract Products;
Now and therefore, Licensor and Licensee agree to enter into the Contract under the following terms and conditions:
Chapter 1 Definition
The following expressions have the meanings set forthbelow, unless the context otherwise requires:
1.1 Acceptance Standard refers to the standards that Contract Products shall meet
in the acceptance test , delails of which are specified in Appendix1.
1.2 Contract Products shall meet in the acceptance test, details of which are
specified in Appendix1.
1.3 ercial Production refers to the normal operation and production at Job Site
after________(quantity) of qualified Contract Products has been manufactured.[In case of payment on initial fee plus royalty basis] 1.3Contract Products refers to all types of the products designed, manufactured, assembled, or inspected with Know-how and Technical Documentation, details of which are specified in Appendix1. 1.4 Date of Effectiveness refers to the date when Contract is approved by the competent authorities of the respective parties' countries, whichever comes later.
1.5 Destination Airport refers to _________ Airport, P.R.C.
1.6 Improvement refers to new findings and/or modifications made in the validity period of the Contract by either party in Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.
1.7 Job Site refers to __________ Factory, _________City, ________ Province, PRC, where Licensee manufactures Contract Products with Know-how and Technical Documentation.
1.8 Know-how refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the design, manufacture, assembly, inspection of Contract Products, developed and owned or legally acquired and possessed by Licensor and disclosed to Licensee by Licensor, which is unknown to either public or Licensee before the Date of Effectiveness of the Contract, and for which due protection measures have been taken by Licensor for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 2.
1.9 Licensee`s Bank refers to___________________.
1.10 Licensee`s Bank refers to___________________.
1.11 Net Selling Price refers to the gross invoice price of Contract Products sold of otherwise disposed of by Licensee in normal, bona fide, commercial transactions without any deduction other than such expenses and charges as sales discounts, rebates, returns, commissions, indirect taxes, insurance premiums, freights, packing expenses, transportation charges, duties on the imported raw materials, intermediate goods, parts, components for the manufacture of Contract Products and other expenditures directly relating to the sale of Contract Products.[In case of payment on initial fee plus royalty basis].
1.12 Royalty Period refers to the period starting from commencement of Commercial Production to the expiration or termination of Contract, during which Licensee shall pay royalty to Licensor [in case of payment on initial fee plus royalty basis].
1.13 Technical Documentation refers to such existing protected or unprotected drawings, specifications, technical data, processes, technical and quality standards, and other documented technical information, including computer programs, carrying the descriptions and explanations of Know-how, relating to the design, manufacturing, assembly, and inspection of Contract Products. as are owned and/or exploited by Licensor and in respect of which Licensor has full and free rights of disclosing. The specific description of Technical Documentation is set forth in Appendix 2.
1.14 Technical Service refers to the technical instruction and supervision rendered by Licensor to Licensee relating to exploitation of Know-how under Contract, the contents of which are specified in Appendix 3.
1.15 Technical Training refers to the technical training rendered by Licensor to Licensee relating to exploitation of Know-how under Contract, the contents of which are specified in Appendix 4.
Chapter 2 Grant of License
2.1 Licensor agrees to grant to Licensee and Licensee agrees to obtain from Licensor a non-exclusive and non-transferable license to design and manufacture Contract Products with Know-how as well as to use and sell Contract Products within the territory of China. The name, model, specification, technical data, and Acceptance Standard of Contract Products are detailed in Appendix 1.
2.2 Licensor agrees to grant a license to Licensee to export Contract Products to __________(Country).
2.3 Licensor agrees to grant a license to Licensee to adopt Improvement made by Licensor in the validity period of Contract.
2.4 Licensor shall not prohibit Licensee from using Know-how and Improvement after the expiration of Contract.
Chapter 3 Price and Payment
Option One (For payment on the lump-sum basis)
3.1 In consideration of full and proper performance of its contractual obligations by Licensor, Licensee agrees to pay Licensor the total contract price amounting to __________(say __________________only) in________ (currency) by telegraphic transfer (T/T) through Licensee's Bank to Licensor's Bank. The breakdown price is as follows
A. License fee:__________(Say :__________________ only);
B. Design fee:___________ (Say: __________________ only);
C. Technical Documentation fee:____________(Say: __________only);
D. Technical Service fee:__________(Say: __________ only);
E. Technical Training fee:__________(Say: __________only);
3.2 The total contract price shall be firm, fixed and covering all the expenses
and charges in relation to the delivery of Technical Documentation, the rendering of Technical Service and Technical Training Technical Documentation fee is for delivery DDU Destination Airport.
3.3 The contract price specified in Clause 3.1 A,B,C,E shall be paid by Licensee to Licensor in accordance with the following manner and percentage.
3.3.1 _____percent (____%) of the amount, i.e._______within________ (____) days after Licensee has received the following documents provided by Licensor and found them in order.
A. One (1) original and two (2) duplicate copies of a valid export license issued
by the competent authorities of Licensor's country, or a written statement of the competent authorities or relevant agency of Licensor's country certifying that no export license is required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Licensor's Bank in favor of Licensee covering ________(Say:_________________ only), specimen of which is as per Appendix 6;
C.Five (5) copies of pro foma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to by be paid;
F. Two (2) copies of sight draft.
3.3. ________percent (____%) of the amount, i.e._________ (Say: _________ only)
shall be paid by Licensee to Licensor within _____ (__) days after Licensee has received the following documents provided by Licensor and found them in order.
A. One (1) original and three (3) duplicate copies of airway bill covering the delivery of Technical Documentation, and marked FREIGHT PREPAID?or receipt of registered airmail for the delivery of Technical Documentation;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 _______ percent (____%) of the amount, i.e. ___________ (Say: ______ only) shall be paid by Licensee to Licensor within ________ (___) days after Licensee has received the following documents provided by Licensor and found them in order.
A.One (1) copy of Acceptance Certificate signed by the authorized representatives of both parties;
B.Five (5) copies of manually signed commercial invoice indicating the amount
3.3.4 ________ percent (____%) of the amount, i.e. ___________ (Say: ______ ______ only) shall be paid by Licensee to Licensor within ________ (___) days after Licensee has received the following documents provided by Licensor and found them in order.
A. One (1) copy of Guarantee Expiration Certificate signed by the authorized representatives of both parties;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.4 Technical service fee as specified in Clause 3.1.D shall be paid by Licensee to Licensor according to actual dues once every ______ (___) months after the arrival of the first group of Licensor's technical personnel at Job Site and within _______ (___) days after Licensee has received the following documents submitted by Licensor and found them in order.
A. One (1) copy of time sheets signed by the authorized representatives of both parties
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.5 Licensee shall have the right to deduct from any payment the withholding taxes, liquidated damages, and/or compensations, if any, which Licensor shall pay under Contract.
3.6 All the banking charges incurred in Licensee's Bank shall be borne by Licensee while those incurred outside Licensee's Bank shall be borne by Licensor. Option Two: (For the payment on initial fee plus royalty basis)
3.1 In consideration of full and proper performance of its contractual obligations by Licensor, Licensee agrees to pay the contract price composed of a fixed amount of an initial fee and arunning royalty in _____(currency) by telegraphic transfer (T/T) through Licensee's Bank to Licensor's Bank.
3.2 Licensee shall pay the initial fee in a fixed amount of ___________ (Say: ____ _____only) to Licensor in the following manner and percentage:
3.2.1 ____percent (___%) of the amount, i.e._________(Say:________ only), shall be paid by Licensee to Licensor within _______(___)days after Licensee has received the following documents provided by Licensor and found them in order:
A.One (1) original and two (2) duplicate copies of a valid export license issued by the competent authorities of Licensor's country, or a written statement of the competent authorities or relevant agency of Licensor's country certifying that no export license is required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Licensor's Bank in favor of Licensee covering________(Say: _________only), specimen of which is as per Appendix 6;
C.Five (5) copies of pro forma invoice covering the total amount of the initial fee;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
3.2.2 _____ percent (___%) of the amount, i.e.______ (Say: __________ only) shall be paid by Licensee to Licensor within_______ (___) days after Licensee has received the following documents provided by Licensor and found them in order.
A. One (1) original and three (3) duplicate copies of airway bill covering the delivery of Technical Documentation, and marke"dREIGHT PREPAID"or receipt of registered airmail for the delivery of Technical Documentation;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.2.3 _____percent (__%) of the amount, i.e._______ (Say: _____only) shall be paid by Licensee to Licensor within______(____)days after Licensee has received the following documents provided by Licensor and found them in order.
A. One (1) copy of Acceptance Certificate signed by the authorized representatives of both parties;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3 Licensee shall pay the running royalty at a rate of ______ percent (____%) during Royalty Period and the calculation base is Net Selling Price of the sold Contract Products. The running royalty shall be settled in every six months (hereinafter referred to as "ettlement Period".
3.3.1 Within fifteen (15) days from expiration of each Settlement Period, Licensee shall send Licensor by fax a written report on the quantity of sales, Net Selling Price and the royalty duly calculated for Settlement Period. Licensor shall send a confirmation fax to Licensee after receiving the report.
3.3.2 Licensee shall pay Licensor the royalty within ______ (___) days upon receipt of the following documents provided by Licensor and found them in order:
A. Licensor's fax confirming that the royalty is due;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.4 Licensee shall have the right to deduct from any payment the withholding taxes, liquidated damages, and/or compensations, if any , which Licensor shall pay under Contract.
3.5 Licensee shall keep separate accounts on the sale of Contract Products. Licensor may engage a certified public accountant registered in China with the agreement of Licensee to review the accounts having direct relations with Contract Products. The auditing report shall be final in the respect of the sale of Contract Products. The cost incurred in the review shall be borne by Licensor.
3.6 All the banking charges incurred in Licensee's Bank shall be borne by Licensee while those incurred outside Licensee's Bank shall be borne by Licensor.
Chapter 4 Technical Documentation
4.1 Licensor shall be obliged to provide Licensee with Technical Documentation, drafted in metric system in English, and deliver DDU Destination Airport (Incoterm 1990) within______(___)days from the Date of Effectiveness. The contents, copies, and delivery schedule are detailed in Appendix 2.
4.2 Technical Documentation provided by Licensor shall be properly packed to withstand numerous handling, long-distance transportation and to be protected against damages from moisture and rain.
4.3 The following items shall be indelibly painted in English on the four adjacent sides of the surface of each package of Technical Documentation:
A. Contract No;
B. Consignee;
C. Destination Airport;
D. Shipping Marks;
E. Gross Weight and Net Weight(Kg);
F. Case No./Piece No.
4.4 Licensor shall dispatch together with each package two (2) copies of the detailed list of Technical Documentation marked with the order No., documentation, and pages.
4.5 One (1) week before dispatching Technical Documentation, Licensor shall advise Licensee by fax of the approximate pieces of parcel, approximate gross weight and the expected date of arrival at Destination Airport.
4.6 Not later than twenty-four (24) hours upon dispatching each patch of Technical Documentation, Licensor shall inform Licensee by fax of such details as Contract No., dispatching date, airway bill No., airway bill date, flight No., documentation No., package No. and weight. In the meantime, Licensor shall dispatch by express mail to Licensee two (2) copies of the airway bill and detailed list of the dispatched Technical Documentation.
4.61 The date stamped on the airway bill by the Destination Airport shall be regarded as the actual delivery date of Technical Documentation.
4.7 If Licensor fails to deliver Technical Documentation in accordance with the delivery schedule specified in Appendix 2, Licensor shall pay Licensee liquidated damage for late delivery at the following rates:
A ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C.______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
4.8 The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release Licensor from its obligation to deliver Technical Documentation.
4.9 If Technical Documentation can be delivered directly by Licensor to Licensee by hand, Licensor shall advise Licensee in advance by fax of its intention and the anticipated delivery date. A specific form of receipt and other details for the hand delivery shall be agreed upon through consultation between the parties.
4.10 In case of any loss of, damage to, or shortage in Technical Documentation, Licensor shall make supplementary and/or replacing delivery to Licensee free of charge within _____(____) days upon receipt of the written notice from Licensee.
Chapter 5 Technical Service and Technical Training
5.1 Licensor shall be obliged to dispatch healthy, skillful, and competent technical personnel to Job Site to render Technical Service in accordance with Contract. The number, speciality, and treatment of the personnel, as well as the contents, time schedule, and requirements of Technical Service are specified in Appendix 3.
5.2 Licensee shall provide assistance to Licensor's personnel in their application for visa, working permit, and/or other necessary formalities for Licensor's technical personnel to render Technical Service.
5.3 In case the technical personnel dispatched by Licensor is not considered sufficiently qualified, Licensor shall be obliged to replace the incompetent technical personnel at its own expenses without delay.
5.4 Licensor's personnel shall abide by the laws of the People's Republic of China and the regulations of Job Site during their stay in China.
5.5 Licensee shall have the right to send its technical personnel to the relevant factory of Licensor for training. Licensor shall be obliged to render Technical Training in accordance with Contract and make its best effort to enable Licensee's technical personnel to master Know-how. The number, speciality, and treatment of the personnel, as well as the contents, time schedule, and requirement of training, are specified in Appendix 4.
5.6 Licensor shall provide assistance to Licensee's personnel in their application for visa, working permit, and/or other necessary formalities for their training in Licensor's factory.
5.7 Licensee's personnel shall abide by the laws of Licensor's country and the regulations of Licensor's factory during their stay in Licensor's country.
Chapter 6 Acceptance Test
6.1 In order to verify the correctness and reliability of Know-how, Licensor shall send its technical personnel to Job Site to take an acceptance test, with the assistance of the technical personnel of Licensee. The test shall be carried out within______(____) days upon delivery of Technical Documentation pursuant to the procedure set forth in Appendix 5.
6.2 Both parties shall, before the test, review the availability of the facilities, technical personnel, and raw materials necessary for the test as specified in Appendix 5.A confirmation statement shall be signed by the authorized representatives of the two parties.
6.3 If Acceptance Standard is fulfilled in the test, the authorized representatives of both parties shall, within five (5) working days from completion of the test, sign four (4) copies of acceptance certificate, two (2) for each party.
6.4 If any of Acceptance Standard is not satisfied in the test, Licensor shall carry out further tests at its own expenses for at most______(___) times within______ (___) days from the failure of the first test or any period agreed upon between the parties.
6.5 If Acceptance Standard still fails to be fulfilled in the further tests, Licensor shall pay Licensee liquidated damages as specified in Appendix 1, unless otherwise stipulated in Contract. Licensee shall sign the acceptance certificate upon acceptance of the liquidated damages, while Licensor shall not be released from its guarantee obligations.
Chapter 7 Guarantee and Claim
7.1 Licensor guarantees that it is the legitimate owner or holder of Know-how and in the lawful position to grant the license to Licensee.
7.2 Licensor guarantees that Know-how is well developed and industrialized, and is exploitable in accordance with Technical Documentation specified in Appendix 2.
7.3 Licensor guarantees that qualified Contract Products as specified in Appendix 1 can be manufactured by exploiting Know-how at Job Site.
7.4 Licensor guarantees that Technical Documentation is complete, correct, and clear, and shall be delivered in accordance with the schedule specified in Appendix 2.
7.5 Licensor guarantees that qualified professional technical personnel shall be dispatched in duetime to provide correct and sufficient Technical Service and Technical Training.
7.6 The guarantee period for the Know-how at Job Site is___________ (_______) months from the date of the acceptance, details of which are specified in Appendix 5. A guarantee expiration certificate shall be signed by the authorized representative of Licensee at its expiration and submitted to Licensor.
7.7 Licensor guarantees that Licensee shall not be claimed for product liability in relation to Contract Products.
7.8 Should Licensor fail to fulfill any of its guarantee obligations under this Article, Licensee shall be entitled to request Licensor remedy its breach of Contract and/or claim devaluation and/or compensation for the losses, costs, expenses, and/or damages thus incurred unless otherwise stipulated in Contract. The claim shall be regarded as being accepted by Licensor, if Licensor fails to reply within fourteen (14) days upon receipt of Licensee's written notice.
Chapter 8 Indemnity against Infringement
8.1 Licensor shall protect, defend and indemnify Licensee from any claim or action litigation, or claim brought by a third party against Licensee arising out of or in connection with the exploitation of Know-how under contract. In the event that Licensee is accused by any third party of illegal exploitation or infringement in the course of exploitation of Know-how, Licensee shall inform Licensor of the claim without delay. Licensor shall be obliged to handle the claim and make the defense against the accuser at its own cost in Licensee's name. All the legal and financial responsibilities which may arise shall be borne by Licensor. Licensee shall, whenever possible, give assistance to Licensor to make defense, provided that the expenses occurred thereof be reimbursed by Licensor..
8.2 Licensee shall inform Licensor without delay, in case it finds any illegal exploitation of Know-how by a third party in the licensed territory. Licensor shall take appropriate actions within______(____) days upon receipt of Licensee's notice to stop the illegal exploitation.Otherwise Licensor shall, at the request of Licensee, authorize Licensee to initiate litigation against the alleged third party in accordance with the legal requirements in China, and shall render all possible assistance to Licensee. Licensee shall bear all the costs in such a lawsuit, and shall be entitled to all the compensation awarded to it.
Chapter 9 Termination
9.1 Licensee may, without prejudice to any other remedy for Licensor's following breach of contract, terminate Contract in whole or in part by a written notice of default send to Licensor, if Licensor
A. Fails to deliver any or all of Technical Documentation within____(____) days after the scheduled delivery date as specified in Appendix 2; or
B. Fails to make Contract Products meet the minimum level of Acceptance Standards as specified in Appendix 1.
Licensor shall refund to Licensee all the payments effected by Licensee to Licensor plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
9.2 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party
A. fails to perform its confidentiality obligation under Contract; or
B. fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties; or
C. becomes bankrupt or insolvent; or D. Affected by any event of Force Majeure for more than one hundred and twenty (120) days.
Chapter 10 Confidentiality
10.1 Within the validity period of Contract, Both parties shall take proper measures to keep Know-how and Technical Documentation strictly confidential. Licensee shall not disclose or divulge Know-how to any third party without prior written consent of Licensor.
10.2 Either party shall be obliged to keep confidential any secret information of the other party which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
10.3 The confidential obligation shall not apply to the information which:
A. now or hereafter enters the public domain; or
B. can be proved to have been in the possession of the party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party hereto; or
C. otherwise lawfully becomes available to either party from a third party under no obligation of confidentiality.
Chapter 11 Improvement and Grant-back
11.1 Should any Improvement be made by Licensor on Know-how within the validity period of Contract, Licensor shall grant Licensee a non-exclusive license to exploit such Improvement free of charge.
11.2 Licensee shall be entitled to make Improvement on Know-how. Any such Improvement shall be the exclusive property of Licensee. Licensee shall inform Licensor and grant-back such Improvement free of charge to Licensor on a non-exclusive basis.
11.3 Both parties shall be obliged to keep Improvement confidential. Neither party shall be entitled to grant any third party a sub-license on Improvement made and provided by the other party without previous written consent of the other party.
Chapter 12 Taxes and Duties
12.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Licensee in accordance with the tax laws of PRC shall be borne by Licensee.
12.2 All taxes and duties levied by the Chinese government on Licensor, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Licensor's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Licensor.
Licensee is legally obliged to withhold, as a withholding agent, the amount f taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Licensee shall forward them to Licensor without undue delay.
12.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Licensor.
Chapter 13 Force Majeure
13.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
13.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
13.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly..
Chapter 14 Arbitration
18.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in Shenzhen in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
18.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Chapter 15 Effectiveness of the Contract and Miscellaneous
15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
15.4 Neither party shall be entitled to assign its rights and duties under Contract to any third party without prior written consent of the other party.
15.5 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.15.4 Neither party shall be entitled to assign its rights and duties under Contract to any third party without prior written consent of the other party.
15.6 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
15.7 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract. and shall have the same legal force as the text of Contract.
15.8 All communications between the parties shall be in English in form during imple- mentation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
15.9 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2)for the Seller.
15.10 A separate agreement shall be signed in due time between the parties on supplying by Licensor the parts, components, raw materials, and standard parts for producing Contract Products at the most favorable price for Licensee. Licensee:___________________. Address:____________________.
Post Code:_________________. E-mail:_____________________. Tel:_______________________. Fax :_______________________.
Authorized Representative Signature____________. Signing Date :________________. Licensor:___________________. Address :____________________.
PostCode:_________________. E-mail:_____________________. Tel :_______________________. Fax :________________________.
Authorized RepresentativeSignature____________.SigningDate :_________________.
Appendix 6 Specimen of Irrevocable Letter of Guarantee for
Advance Payment Issued by Licensor's Bank
Issuing Date :__________________.
Beneficiary:___________________.
Address :_____________________. Post Code :__________________.
Subject: Our Irrevocable Letter of Guarantee No.________________.
With reference to Contract No._________ (hereinafter referred to as "ontract"signed between yourselves and __________________ (hereinafter referred to as"icensor" dated _________________, covering the license to you of____________ (Know-how), with a total contract price of______ (currency) _______ (say: ______ _______only), we,__________________ (Licensor's Bank), at the request of Licensor, hereby open this Irrevocable Letter of Guarantee in your favor to the extent of (currency) _______ (say: ________only) covering ________ percent (_____%) of the total contract price plus interest, and hereby undertake as follows:
In the event of your notification that Licensor fails to perform any of its obligations under Contract, partially or wholly, when you have already made the advance payment to Licensor, we shall, within five(5) working days upon receipt of your first written notice and through your bank, notwithstanding any objection by Licensor, pay you unconditionally and amount up to_________(say: __________only) together with the interest at the rate of _________ percent (_____%) per annum counting from the date of your advance payment up till the actual date of our payment to you.
This Letter of Guarantee shall remain valid and in full effect from its issuing date until the signing date of the acceptance certificate specified in Contract.
____________________.
(Name of the issuing Bank)
By: ____________________.
(Printed name and designation)(Official seal)
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