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.
Party
A is the legal and registered owner of the registered trademark “础明”
&
design with the registered number 1390720;
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.
|
The
trademark licensed by Party A (the “Licensed
Trademark”)
has been approved by and registered with the Trademark Office of
State
Administration of Industry and Commerce of PRC (the “Trademark
Office”),
details of which are set out as
follows:
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Serial
number of the licensed trademark: No.
1390720;
Classifications: 29;
Scope
of Merchandises:
sausage,
pork-products, meat, ham, intestines, fish-based food products, cooking oil,
vegetable salad, canned meat and chips.
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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;
(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)
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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)
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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)
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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)
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Party
B shall be obligated to observe trademark use norms stipulated in
this
Contract;
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(iv)
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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)
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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.
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In
the event that the products with the Licensed Trademark go beyond
the
scope of the usage rights provided in this Contract or do 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.
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failure
to maintain the legality of the Licensed
Trademark;
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2.
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failure
to cooperate with Party B on efforts to prevent fake products from
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.
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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.
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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.
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Miscellaneous
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1.
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Party
A shall file this Contract within three (3) months from the signing
date
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.
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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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OF PAGE INTENTIONALLY LEFT BLANK)
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Party
A: Dalian
Chuming Industry Development Co., Ltd.
(seal)
Authorized Representative (signature):
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||
Name:
Yan Jinglu
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||
Title:
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Party
B: Dalian
Precious Sheen Investment Consulting Co., Ltd.
(seal)
Shi
Huashan, General Manager
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Signing
Date: December 31, 2007
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