Contract
Exhibit
10.8
Transferor:
Xxx Xxxxxxxx
Transferee:
Illigate Textile (Zhejiang) Co., Ltd.
Transferor
agrees to transfer the decorative cloth patent rights (patent No.:
ZL200630105432.5, ZL200630105433.X, ZL200630105434.4, ZL200630105435.9,
ZL200630105436.3, ZL200920116292.X, patent application No.: 200920116291.5)
owned by it to the transferee.
Through
consultation, the above two parties make this agreement of their own
will.
Article I
Delivery of Material by the Transferor to the Transferee
1. All
patent application documents delivered to the Patent Office of China, including
description, right claiming letter, attached plan, summary and the attached plan
to the summary, application letter, opinion statement as well as the alteration
of matter, approving decision of resuming right after the loss of right, letter
of attorney etc.
2. All
documents issued by the Patent Office of China to the transferor, including
acceptance notice, intermediate documents, authorizing decision, patent
certificate and its copy etc.
3. Agreement
to others for licensing the implementation of patent of the transferor,
including the annexes of the agreement (i.e. technical, craftsmanship documents
etc. related with implementation of the patent).
4. Certificate
issued by the Patent Office of China with regard to the effectiveness of the
patent rights, including the latest patent annuity payment certificate(or the
registration book of the Patent Office), the decision of the Patent Office of
China or the Patent Reexamination Board or the People’s Court during the
cancellation or invalidity application process etc.
5. Transfer
approval document of the upper level competent department or relevant competent
department of the State Council.
Article
II Time, Venue and Manner of Delivering the Material
1. Delivery
time of the material
Upon the
coming into effect of the agreement, the transferor shall deliver to the
transferee all the material prescribed in Article I herein.
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2.
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Delivery
venue and manner of the material
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The
transferor shall deliver all the above material to the transferee by personnel
delivery.
The
delivery venue of all the material shall be the address of the
transferee.
Article
III Patent Implementation and Licensing of Patent Implementation and Disposal
Method
The
transferee shall have the full use and disposal rights to the above patent
rights obtained in according to this agreement, including the right of
permitting others to use. The transferee’s exercising of owner’s right, use
right, disposal right or the right of permitting others to use shall not be
interfered by the transferor.
In case
of the transferor having already implemented the above patents before the
signing of this agreement, upon the coming into effect of this agreement, the
transferor shall immediately stop the implementation of the
patents.
In case
of the transferor having licensed others to implement the patents by agreement
before the signing of this agreement, its right and responsibility relationship
shall transfer to the transferee from the effective date of this
agreement.
Article
IV Fee of the Transfer
The
patent right price involved herein is one million eighty three thousand and five
hundred RMB yuan (RMB1,830,500). As the controlling shareholder, Xxx Xxxxxxxx
agrees to directly invest the above patents into Illigate Textile (Zhejiang)
Co., Ltd. as capital increase to Illigate Textile (Zhejiang) Co., Ltd. and shall
not charge any other fees.
Article V
the Handling after the Patent Rights Being Revoked or Pronounced
Invalid
In case
of others’ applying to the Patent Office for revocation of the patent rights, or
requesting the Patent Reexamination Board to pronounce the invalidity of the
patent rights, or bring a suit to the People’s Court in disapproving the
decision of the Patent Reexamination Board (to invention patent), after the
establishment of this agreement, the transferee shall be responsible to defend
and bear the request and litigation costs thus occurred.
Article
VI Provision for the Transition Period
1. From
the signing and coming into effect of this agreement to the date of registration
and announcement by the Patent Office, the transferor shall maintain the
effectiveness of the patents.
2. After
the registration and announcement by the Patent Office, the transferor shall be
responsible for maintaining the effectiveness of the patent, such as handling
the patent annuity, extension fee, defense against administrative cancellation
and invalidity requests and answering the invalidity litigation
etc.
3. During
the transition period, in the event of force majeure resulted in the transferor
or the transferee not being able to perform the agreement, the agreement shall
be cancelled.
Article
VII Taxes and Fees
The taxes
and fees involved in the agreement shall be paid by the transferee.
Article
VIII Dispute Resolution
1. In
case of dispute during the performance of the agreement, is shall be resolved by
the parties through friendly consultation according the provisions
herein.
2. In
case the dispute cannot be resolved through consultation, it shall be submitted
to the transferee’s local patent administrative authority for mediation and
disposal. In case of disapproving the result of the mediation and disposal,
either party can bring the case to the transferee’s local People’s
Court.
Article
IX Miscellaneous
The
detailed list and contents of the above patents is attached hereafter as
attached sheet.
The
technical and legal matters not agreed herein shall be resolved by the two
parties through consultation.
X Effectiveness
of the Agreement
This
agreement shall come into effect after being signed by the two
parties.
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Transferor:
Xxx Xxxxxxxx
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Transferee:
Illigate Textile (Zhejiang) Co., Ltd.
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(signature):
Xxx Xxxxxxxx
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(signature
and seal):
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Legal
representative: Xxx Xxxxxxxx
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March
9, 2010
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March
9, 2010
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