Exhibit 10.25
Trademark Transfer Contract
This Trademark Transfer Contract (hereinafter referred to as "This
Contract") is made on February 22, 2005 in Tai'an City, Shandong Province, the
People's Republic of China (hereinafter referred to as "PRC")
BETWEEN:
Shandong Shengda Chemical Co., Ltd, a company duly organized, validly
existing and in good standing under the laws of PRC, with its registered office
at Xx. 000, Xxxxxxxx Xxxxxx, Xxx'xx Xxxx (hereinafter referred to as the "Party
A")
AND:
Shandong Bangsheng Chemical Co., Ltd, a company duly organized, validly
existing and in good standing as a wholly foreign funded enterprise under the
laws of the P.R.C, with its registered office at Xx. 000, Xxxxxxxx Xxxxxx,
Xxx'xx Xxxx (hereinafter referred to as the "Party B")
WHEREAS:
Party A has applied to the trademark bureau for becoming the assignee of
the trademark of "[XXX XXXX]" and shall acquire the proprietary right of the
trademark of "[XXX XXXX]" after the trademark bureau approves the transfer in
question, and Party B hopes to become the holder of the proprietary right of
this trademark at the following terms and conditions.
NOW, THEREFORE, the two Parties of this Contract agree as follows:
CHAPTER 1 DEFINITIONS
Except as otherwise provided in this Contract, the following terms used in this
Contract have the following meanings:
1. The Third Party: refers to any individual, legal person, governmental
agency or other economic entities other than Party A, Party B and any
subsidiary company, branch company of Party B.
2. The Trademark Bureau: refers to the Trademark Bureau under the State
Administration of Industry and Commerce of PRC
3. Trademark "[XXX XXXX]": refers to the trademark of "[XXX XXXX]" of Party A
illustrated in Appendix 1 of this Contract which has been applied to the
trademark bureau by Party A for becoming its assignee.
CHAPTER 2 TRADEMARK TRANSFER
Article 1 Party A applied to the trademark bureau for becoming the assignee of
the trademark of "[XXX XXXX]"on October 29, 2004 (the trademark
bureau accepted this transfer application in November 18, 2004), and
shall, after the trademark bureau approves this transfer
application, lawfully enjoy all rights related to the registered
trademark of "[XXX XXXX]". Among Party A's current production,
operation and sales involving the use of the trademark of "[XXX
XXXX]" within any jurisdictional boundary (within and out of the
boundaries of PRC), there is no claim arising from the use of the
trademark of "[XXX XXXX]" or the registration request or claim of
the trademark of "[XXX XXXX]"made by a third party.
Article 2 Party A agrees to, upon becoming the assignee of the trademark of
"[XXX XXXX]", transfer the proprietary right of the trademark of
"[XXX XXXX]" to Party B without any delay, and Party B agrees to
take the propriety right of the trademark of "[XXX XXXX]". The two
parties agree that the transfer price is RMB [0]. The two parties
agree that, after Party A acquires the trademark certificate of the
trademark of "[XXX XXXX]", the registration formalities of changing
the propriety right of the trademark of "[XXX XXXX]" to Party B
shall be completed without delay, and the registration of the
trademark of "[XXX XXXX]" shall be retained and extended and
corresponding costs shall be paid.
Article 3 After the trademark bureau approves this Contract and this Contract
becomes effective, Party B shall become the holder of the propriety
right of the trademark of "[XXX XXXX]", and shall have and assume
the rights and obligations related to the trademark of "[XXX XXXX]",
and Party A has no right to have any right related to the propriety
right of the trademark of "[XXX XXXX]", and shall not assume any
obligation and responsibility related to the propriety right of the
trademark of "[XXX XXXX]".
Article 4 As the ASSIGNEE, Party B shall be responsible for dealing with the
application formalities about the transferred trademark and pay all
relevant costs. As the ASSIGNOR, Party A should provide necessary
assistance and provide data related to transferred trademark for
Party B, among which include but not limit to all the documents and
certificates required by the trademark bureau in the trademark
transfer application. Within thirty days after the signing of this
Contract, Party A should apply to the trademark bureau for the
transfer of the trademark together with Party B without delay, and
sign the Application Letter for Transferring Trademark and other
documents related to the trademark transfer application.
CHAPTER 3 REPRESENTATIONS AND WARRANTIES
Article 5 Party A and Party B represents and warrants to each other as
follows:
1. It is a legal person duly organized and validly existing under
the law of PRC;
2. It has full power and authority to enter into this Contract
and perform all rights and obligations to this Contract;
3. Its representative who put his/her signature on this Contract
is fully authorized to sign this Contract by an effective
letter of authorization or a decision of the board of
directors; and
4. After this Contract becomes effective, this Contract and its
appendix constitute valid and binding obligations on it.
Article 6 Between the signing date and the effective date of this Contract,
Party A warrants to Party B as follows:
1. Party A shall do its utmost to go through all legal
formalities of becoming the assignee of the trademark of "[XXX
XXXX]", and the transferred trademark is valid and will be
valid, and has not been declared no longer in force and/or
invalid; Party A warrants that it shall apply to the trademark
bureau for the renewal of the trademark and pay corresponding
costs so as to retain the validity of the transferred
trademark.
2. Whether Party A or Party B use the transferred trademark, it
shall not constitute infringement of the interests of any
third party.
3. Party A has not authorized, and shall not authorize, any
enterprise, individual, organization or economic entity to
have the permission to use the transferred trademark.
4. Except this Contract, Party A has not signed, and shall not
sign, trademark transfer contract regarding to the transfer of
the propriety right of the transferred trademark with any
third party.
5. The transferred trademark is free from any pledge,
encumbrance, or hypothecation or other liens.
CHAPTER 4 EFFECTIVENESS AND TERMINATION
Article 7 This Contract will become effective after the signing of the
authorized representatives of the two parties and the publication of
the approval of trademark transfer on the part of the trademark
bureau.
CHAPTER 5 SETTLEMENT OF DISPUTES AND APPLICABLE LAW
Article 8 The validity, interpretation and performance of this Contract shall
be governed by the relevant laws of the PRC.
Article 9 Any dispute arising from the performance of, or in connection with
the interpretation of this Contract shall be settled through
friendly negotiation between both parties hereto. In case no
settlement of disputes can be reached through friendly negotiation,
the disputes shall be submitted to the competent People's Court with
jurisdiction by any party.
CHAPTER 6 MISCELLANEOUS
Article 10 No party shall transfer any right or obligation under this Contract
to any other person without the written agreement of the other
party.
Article 11 This Contract is severable, that is, if any clause of this Contract
is determined as in conflict with a law or unable to be performed,
it shall in no manner affect the validity and performance of other
clauses of this Contract.
Article 12 This Contract is written in Chinese. If there is any discrepancy in
meaning between the Chinese version and other translated version,
the Chinese version shall prevail. Each party shall sign three
original copies of this Contract, and each party shall keep one
original copy. Every original copy of the three is equally valid.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands to this
Contract as of the day and year first above written.
Party A: Shandong Shengda Chemical Co., Ltd
Authorized Representative: /s/ Li Xuewen
-------------------------------
Party B: Shandong Bangsheng Chemical Co., Ltd
Authorized Representative: /s/ Xx Xxxxxx
-------------------------------
Appendix 1
Documents on the Trademark of "[XXX XXXX]".
