Trademark License Contract
Trademark
License Contract
Licensor: Dalian
Chuming Industry Development Co., Ltd. (hereinafter
referred to as “Party
A”);
Licensee: Dalian
Precious Sheen Investments Consulting Co., Ltd. (hereinafter
referred to as “Party
B”)
Whereas:
1.
As of
the signing date of this Contract, Party A is applying to register the trademark
“华渔”
&
design with the Trademark Office of State Administration of Industry and
Commerce (the “Trademark
Office”);
2.
Party
A agrees to irrevocably grant Party B and its subsidiaries (collectively,
the
“Party B”) a license to use the aforesaid trademark for free in People’s
Republic of China (the “PRC”, in this contract, excluding Hong Kong, Macau and
Taiwan).
Therefore,
for the purpose of specifying rights and obligations of both Party A and
Party
B, in accordance with relevant provisions of the Trademark
Law of the People’s Republic of China and
its
Implementation
Rules,
Party A
and Party B, on the
basis
of mutual consultations, have entered into the following contract (this
“Contract”)
as to
the trademark license (the “Trademark
License”):
I.
|
Party
A hereby licenses Party B to use the trademark “华渔”
& design (the “Licensed
Trademark”);
this Contract shall be continue to be in effect after the Licensed
Trademark becomes a registered trademark and Party A becomes the
legal
owner of the Licensed Trademark, as evidenced by Party A receiving
the
registered trademark certificate from the Trademark
Office.
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II.
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Scope
of License:
Party B is authorized to use the Licensed Trademark on the products,
product packaging, advertisement and promotion, descriptions and
other
applications.
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III.
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Term
of the Trademark License: the
term of the Trademark License under this Contract is perpetual.
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IV.
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The
Trademark License under this Contract is royalty-free.
Party
B shall not have to pay Party A for the Trademark
License.
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V.
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Rights
and Obligations of both
Parties
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1. Rights
and obligations of Party A:
(i) |
Party
A shall warrant the legality of the Licensed
Trademark;
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(ii)
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Party
A is obligated to promote Licensed Trademark in a proper manner
so as to
strengthen the influence of Licensed
Trademark;
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(iii)
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Party
A is obligated to assist local governments and Party B in taking
actions
against tortious acts committed by other
enterprises;
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(iv)
|
Party
A shall have the right to supervise and inspect Party B in respect
of the
use of Licensed Trademark and correct mistakes made by Party
B;
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2. Rights
and obligations of Party B
(i)
|
Party
B shall have the right to require Party A to cooperate in respect
of
lawsuits and taking actions against tortious acts committed by
other
enterprises;
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(ii)
|
Party
B shall be entitled to promote products by means of Licensed Trademark
pursuant to the provisions of this Contract, and reasonably make
the use
of the Licensed Trademark for the benefits of Party B and the subsidiaries
of Party B ;
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(iii)
|
Party
B shall be obligated to observe trademark use norms stipulated
in this
Contract;
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(iv)
|
Party
B shall be obligated to expose tortious acts committed by other
enterprises and to take action to effectively prevent these
acts;
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(v)
|
Party
B shall be obligated to protect the Licensed Trademark and observe
relevant provisions concerning trademark use as required by Party
A.
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VI.
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Trademark
Use Norms
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1.
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Party
B shall ensure the quality of products using the Licensed Trademark.
Party
B shall indicate the manufacturer and place of production, etc.
on
products using the Licensed Trademark. The products and packaging
using
the Licensed Trademark shall be in compliance with relevant laws
and
regulations.
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2.
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The
right to use the Licensed Trademark shall only be available to
Party B and
the subsidiaries of Party B. Party B has no right to transfer such
right
to any third party or permit any third party to use the Licensed
Trademark.
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3.
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Party
B shall be obligated to accept supervision and unscheduled inspection
by
Party A in respect of the use of the Licensed
Trademark.
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4.
|
In
the event that the products with the Licensed Trademark go beyond
the
scope of the usage rights provided in this Contract or does not
satisfy
the quality standards, such products shall not be released into
market.
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5.
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Party
B shall be obligated to protect the Licensed Trademark to keep
it free
from infringement and actively cooperate with efforts to prevent
tortious
acts.
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VII.
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Party
B shall be entitled to unilaterally rescind this Contract if Party
A
commits any of the following actions; and in case of any loss sustained
by
Party B therefrom, Party B shall be entitled to compensation from
Party
A:
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1.
|
failure
to maintain the legality of the Licensed
Trademark;
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2.
|
failure
to cooperate with Party B on efforts to prevent fake products using
the
Licensed Trademark, which cause loss to Party
B.
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VIII.
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Termination
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1.
|
In
the event that any Party breaches any provisions of this Contract
and such
breach conforms to the termination conditions, the other Party
shall have
the right to terminate this
Contract;
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2.
|
If
Party A terminates its existence, then this Contract shall
terminate.
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IX.
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Dispute
Resolution and Enforceability:
This Contract is enforceable pursuant to the relevant laws and
regulations
of PRC. Any dispute arising from or in connection with this Contract
shall
be resolved first through friendly negotiations; in case such dispute
cannot be resolved through negotiation, then it shall be submitted
to the
people’s court located at the registered address of Party
A.
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X.
|
Miscellaneous
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1.
|
Party
A shall file this Contract within three (3) months from the day
when Party
A receives the registered trademark certificate of the Licensed
Trademark
to the Trademark Office; but the aforesaid filing shall not affect
the
effectiveness of this Contract.
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2.
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Without
the prior written consent by the Investors, Party A and Party B
shall not
make any other agreement on, nor make any amendment to, nor make
any
waiver of this Contract or the issues under this Contract, and
in this
clause, Investors shall refer to investors who are signatories
to the
Securities Purchase Agreement dated December 2007 with Energroup
Holdings
Corporation, a Nevada public reporting corporation, which owns
100% of the
equity in Precious Sheen Investment Limited (which owns 100% of
the shares
of Party B);
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3.
|
This
Contract shall be signed in four originals and each party shall
hold two
copies. This Contract shall come into effect after signing by the
representatives of both Parties, and this Contract is binding on
both
Party A and Party B.
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(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
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Party
A: Dalian
Chuming Industry Development Co., Ltd.
(seal)
Authorized
Representative (signature):
Yan
Jinglu
Title:
Party
B: Dalian
Precious Sheen Investment Consulting Co., Ltd.
(seal)
Authorized
Representative (signature):
Shi
Huashan
General
Manager
December
31, 2007
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