Common use of Technical Consultation and Services Clause in Contracts

Technical Consultation and Services. Sole and Exclusive Rights and Interests 1.1 Within the term of this Agreement, Party A agrees that it shall, as the exclusive technical consultation and services provider of Party B and Party B’s Subsidiaries, provide Party B and Party B’s Subsidiaries with the relevant technical consultation and services (See Annex I for specific content) according to the terms of this Agreement. 1.2 Party B and Party B’s Subsidiaries agree to accept the technical consultation and services provided by Party A within the term of this Agreement. In consideration of the value of the technical consultation and services provided by Party A and the good cooperative relationship among the Parties hereto, Party B and Party B’s Subsidiaries further agree that, unless they obtain the prior written consent of Party A, they shall not accept any technical consultation and services provided by any third party in respect of the business scope involved herein within the term of this Agreement. 1.3 For all rights, titles, interests and intellectual property rights (including but not limited to any copyrights, patents, technical know-how and business secrets) arising out of the performance of this Agreement, whether developed by Party A or developed by Party B and Party B’s Subsidiaries based on Party A’s intellectual property rights or developed by Party A based on any intellectual property rights of Party B and Party B’s Subsidiaries, Party A shall enjoy any sole and exclusive rights and interests therein, and Party B and Party B’s Subsidiaries shall not assert any rights, titles, interests and intellectual property rights to Party A. 1.4 Provided that, if developed by Party A based on any intellectual property rights of Party B and Party B’s Subsidiaries, Party B and Party B’s Subsidiaries shall ensure that such intellectual property rights are free from any defects, otherwise, any losses caused to Party A shall be borne by Party B and Party B’s Subsidiaries. If Party A bear the compensation liability to any third party therefor, Party A shall have the right to recover all its losses from Party B and Party B’s Subsidiaries after Party A makes such compensation. 1.5 In consideration of the good cooperative relationship among the Parties hereto, Party B and Party B’s Subsidiaries undertake that, if they are intended to carry out any business cooperation with any other enterprises, they shall obtain the consent of Party A, and Party A or its affiliates shall have the priority of cooperation under the same conditions.