Registered Trademark Sub-license Agreement
Exhibit 10.16
Registered Trademark Sub-license Agreement
Sub-licensor: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party A)
Sub-licensee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (Party B)
In accordance with the relevant provisions of the Trademark Law of the People’s Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of the PRC, Party A and Party B, after mutual friendly negotiation, agree to the sub-license of certain registered trademarks, and executed the Registered Trademark Sub-license Agreement (this “Agreement”) on July 1, 2010 at the conference room of Beijing Anhui Wanxing Science & Technology Co., Ltd., the terms of which are as follows:
Article 1 Trademarks Sub-licensed by Party A to Party B
Party A is the exclusive licensee of the registered trademark “Lentuo” (the “Registered Trademark”), the registration number of which is 3316554, and the detailed information related to the Registered Trademark is as follows:
1.1 Name and Address of the Owner of the Registered Trademark
The owner of the Registered Trademark is Hetong Guo, whose address is 501, ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ District, Beijing.
1.2 the Registered Trademark
1.3 Sub-license of the Registered Trademark
1.3.1 Type of Services the Registered Trademark Sub-licensed to be Used in
Party A agrees to sub-license Party B to use the Registered Trademark in the type of services described under the Registered Trademark Certificate of the Registered Trademark, i.e. class 37, which shall include the motor vehicle maintenance and repair, car wash (small), service stations (vehicle -), vehicle repair, vehicle maintenance, vehicle wash (cleaning), vehicle gas station.
1.3.2 Territory
Party A grants Party B a sub-license to use the Registered Trademark in all the areas within the PRC.
1.3.3 Nature of the Sub-license
The sub-license to use the Registered Trademark granted by Party A to Party B hereunder shall be non-exclusive.
Article 2 Term of Sub-license
The term of the sub-license granted hereunder shall be from the date hereof to August 20, 2014. Subject to the successful extension of the Registered Trademark, the term of this Agreement shall be automatically extended the same period as the valid term of the Registered Trademark.
Article 3 Royalties
Party B shall pay royalties to Party A for its use of the Registered Trademark on an annual basis, which shall be 1-5% of its revenue (or on a pro rata basis if the actual use of the sub-license is less than one year).
Any adjustment of the royalties shall be separately agreed by Party A and Party B in writing.
Party B shall remit the royalties to the bank account designated by Party B by wire transfer prior to December 31 of each calendar year.
Article 4 Filing of this Agreement with Competent Governmental Authority
Party A and Party B shall jointly conduct the formalities required for the filing of this Agreement with the competent governmental authority at the cost of Party B. The filing of this Agreement shall not affect the effectiveness of this Agreement.
Article 5 Use of the Registered Trademark
Party B shall not change the words, figure or the combination of both of the Registered Trademark without Party A’s consent, and shall not use the Registered Trademark in any services other than those agreed by both parties.
Article 6 Sublicense of the Registered Trademark
Party B shall not sublicense the Registered Trademark to any third party.
Article 7 Warranty on Service Quality
In order to ensure that the quality of the relevant services to be provided by Party B meets the requirements of Party A and the owner of the Registered Trademark, the parties shall jointly take the following measures:
1. Party A and the owner of the Registered Trademark may supervise the services provided by Party B and inspect the services and quality of the services provided by Party B;
2. Party B shall deliver the standard or internal policy regarding the services to be provided by it to Party A and the owner of the Registered Trademark for their review and consent;
3. Party A and Party B shall assume the liability to keep in confidence the information related to the production and operation of the parties.
Article 8 Extension of the Registered Trademark
Party A shall procure the owner of the Registered Trademark to conduct the formalities related to the extension of the Registered Trademark and any other formalities required to guarantee the validity of the Registered Trademark.
Article 9 Liability for Breach of Agreement
Party A or Party B shall compensate the other party for any losses or damages sustained by the other party resulted from any violation by Party A or Party B of its obligations hereunder.
Article 10 Dissolution and Termination
1. This Agreement may be terminated prior to the expiration of the term upon mutual agreement between Party A and Party B in writing.
2. Termination by Party A
During the term of this Agreement, Party A undertakes unconditionally and irrevocably that it may not terminate this Agreement at its sole discretion except in the event of the following events:
(1) Party B fails to pay the royalties on a timely basis and fails to pay such royalties within three months after Party A notifies of Party B with respect thereto;
(2) the services provide by Party B under the Registered Trademark fail to meet the required requirements, which materially affects the reputation of the Registered Trademark, and Party B fails to rectify after being warned by Party A.
3. If Party A assigns the Registered Trademark to a third party during the term of this Agreement, such assignment shall not affect the performance of this Agreement; provided that it shall require the prior written consent of Party B. Party B shall be entitled to immediately terminate this Agreement if the ownership to the Registered Trademark of the owner is cancelled by the State Trademark Office due to reasons attributable to the owner of the Registered Trademark.
4. Party A and Party B shall inform the State Trademark Office within one month following the termination of this Agreement.
Article 11 Governing Law and Dispute Resolution
The conclusion, performance and interpretation of this Agreement shall be governed by the PRC law. Any dispute arising out of the performance of this Agreement shall first be resolved through friendly negotiation between the two parties. If the parties fail to reach any agreement within one month following the occurrence of such dispute, either party may file a lawsuit to the competent court.
Article 12 Effectiveness
This Agreement shall come into effectiveness upon being executed by Party A and Party B and affixing of the corporate seals of each party. This Agreement shall be executed in three counterparts, with each of Party A and Party B to hold one and one to be file with the State Trademark Office.
|
Party A: Beijing Anhui Wanxing Science & Technology Co., Ltd. |
|
Party B: Beijing Tuozhan Industrial & Trading Development Co., Ltd. |
|
|
|
|
|
|
|
|
|
Signed by the legal representative: |
|
Signed by the legal representative: |
|
|
|
|
|
Corporate Seal of Party A: |
|
Corporate Seal of Party B: |
Schedule
Beijing Anhui Wanxing Science & Technology Co., Ltd. also entered into similar Registered Trademark Sub-license Agreements with other affiliated entities with respect to the use of the “Lentuo” trademark in the same category of goods and services as in this Registered Trademark Sub-license Agreement. In addition, Beijing Anhui Wanxing Science & Technology Co., Ltd. also entered into similar Registered Trademark Sub-license Agreements with all the affiliated entities with respect to the use of the “Lentuo” trademark in other categories of goods and services (as so permitted under relevant trademark certificates). All such agreements are substantially identical in all material respects to the one in this exhibit (except for the concerned affiliated entities and the concerned categories of goods and services) and thus are omitted from this exhibit pursuant to Instruction 2 to Item 601 of Regulation S-K.
Set forth below is a list of such other categories of goods and services for which the registered trademark is permitted to be used:
1. Class 35, Registration Number 3316552 (organizing exhibitions for commercial or advertising purposes; hotel management; sales promotion services for others persons; import-export agencies; organizing trade fairs for commercial or advertising purposes; organizing trade fairs for commercial or advertising purposes; advertising agencies; advertising design; advertisement plan; and public relations)
2. Class 36, Registration Number 3316551 (installment payment services)
3. Class 39, Registration Number 3316553 (on road emergency assistance services; transportation brokerage services; emergency transportation services; vehicle rental services; coach rental services and chauffeuring services)
Set forth below is a list of the other affiliated entities who also entered into similar Registered Trademark Sub-license Agreements:
1. Beijing Aotong Automobile Trading Co., Ltd.
2. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd.
3. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd.
4. Beijing Tuojiacheng Commercial & Trading Co., Ltd.
5. Beijing Lentuo Huitong Automobile Sales Service Co., Ltd.
6. Beijing Tuozhan Automobile Repair Co., Ltd.
7. Beijing Lentuo Automobile Leasing Co., Ltd