English Summary of Trademark License Agreement
Exhibit
10.3
English
Summary of Trademark License Agreement
This
agreement is signed on the date of July 10, 2010 by the following two
parties:
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(1)
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Jinheng
Automotive Safety Technology Holdings Limited, a corporation duly formed
under the laws of the People Republic of China, with its registered and
operating place at Xx. 00, Xxxxx 0, Xxxxx Xxxxxx, Xxxxxxxx and Technology
Development Zone, Jinzhou City, Liaoning Province of PRC.(the owner of
trademark, hereinafter refers to “the owner of
trademark”)
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(2)
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Jinheng
Automotive Eletronic (HongKong) Limited, a corporation duly formed under
the laws of the People Republic of China, with its registered place at
Floor 14 Printing House, 0 Xxxxxxx Xxxxxx, Xxxxxxx XxxxXxxx (the licensee
of trademark, hereinafter refers to “the licensee of
trademark”)
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Whereas,
Jinheng
Automotive Safety Technology Holdings Limited, a corporation duly formed under
the laws of the People Republic of China, with its registered and operating
place at Xx. 00, Xxxxx 0, Xxxxx Xxxxxx, Xxxxxxxx and Technology Development
Zone, Jinzhou City, Liaoning Province of PRC, which is the owner of all
trademarks listed in Appendix 1 (hereinafter refers to “the licensed
trademark”)
The
licensee desires to utilize the Name in China upon and in connection with the
goods, services ( hereinafter refers to “goods and services”) prescribed in
Appendix 2 and Appendix 3 hereinafter described, which was granted by the
owner.
Now,
therefore, in consideration of the mutual promises herein contained, it is
hereby agreed:
1
Definition
Unless
otherwise specified in writing by the Parties, the following terms in this
Agreement shall be interpreted to have the following meanings:
Independent
shareholder for the purpose of approving the Disposal,
Shareholders other than the Purchaser and its associate, including but not
limited to the Controlling Shareholder; and (ii) for the purpose of approving
the Supply Agreements, Shareholders other than Xx. Xxxx and Wonder Auto
Technology and their respective associates, including the Controlling
Shareholder
HKEx means
Hong Kong Exchanges and Clearing Limited
Listing
Rules The Rules
Governing the Listing of Securities on the HongKong Stock Exchange
“Equity
transfer Agreement” is signed by the Listing Company as the seller, and
Vital Glee Development Limited as the buyer, and Vital Glee Development Limited
hereby consents to acquire and the Listing Company consens to sell all the
outstanding shares issued by Jinheng BVI.
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1.
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(a)
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WHEREAS,
Licensee had paid 1 Renminbi as the licensed fee to the owner, owner
hereby grants to Licensee to utllize such Licensed Trademarks during the
Licensed Term and in the Licensed Territory for the purpose of provision
of Licensed Services.
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(b)
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The
licensee is granted to have the non-exclusive right to utlize the
Trademarks by this agreement.
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(c)
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Any
amendments or supplements to this Agreement shall take effect if any
amendments or supplements to the licensed trademark during the Licensed
Territory for the purpose of provision of Licensed Services. If necessary,
parties consent to sign a new trademark license
agreement.
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2
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(d)
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The
licensee hereby is granted to relicense the rights and obligations, and
upon the licensed trademarks to third parties (including but not limited
the subsidiaries and the affiliates to the licensee) without the prior
consent by the owner. Relicense will terminate at the termination of this
contact.
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(e)
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Any
corresponding amendments and supplements should not be made to this
agreement upon the any amendments and supplements made to the trademark
appendixes by the parties.
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(f)
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In
addition to The License Fee under Article 1(a), nothing shall be hereof
paid by the licensee. Any royalties upon the goods and the services hereby
shall not be paid by the licensee.
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2.
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(a) The
licensee has undertaken with the owner that it will only use the licensed
Trademarks on specified products, and the owner also consents not to use
the licensed trademarks other than the automobile safety airbags system
and safety belts system business, and not to relicense the trademarks to
the independent third parties. It is also agreed under the Trademark
Licence Agreement that the owner will not use the licensed trademark upon
the specified goods and services to aviod competition with eh
licensee.
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(b) The
owner irrecoverably and unconditioned promises to take all legal actions
to ensure (i) who be duly the sole owner of the licensed trademark, (ii)
who duly has the sole right to utilize the licensed trademark, except
prescribed herein, (iii) ensuring no mortgage on the licensed trademake,
except prescribed herein, and (iv) ensure no infringement on the
Intelligence Property owned by independent third
parties.
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(c) The
owner irrecoverably and unconditioned promises to take all legal actions
to ensure validity of the trademark to protect the bilateral common
interests.
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(d) Documents,
information and data in respect of the licensed trademark should be
provided upon the request of the
licensee.
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3
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3.
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Any
changes to the letter, pattern, combinations in connection of the trade
xxxx should be forbiddened without permission in writing by the
owner. Licensee could not use Such Licensed Trademarks should
not be utlized byond the scope of the goods and
services.
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4.
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Printing
the licensed trademarks on the licensee’s own is granted by the
owner.
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5.
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Once
any infringements by any third parties of the rights contained in the
Licensed Trademarks found, notification should in no time made to the
owner. No action should be done by the licensee without consent in writing
by owner.
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6.
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The
ownership and legal interest of the owner on the licensed trademark is
ensured by the licensee. Any infringements made by the licensee upon the
licensed trademark in any form should be forbidden, especially expression
of ownership of the licensee should be
forbidden.
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7.
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(a) The Trademark
Licence Agreement shall become effective upon the following conditions
precedent being satisfied:
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(i)
the passing by the Independent Shareholders at the EGM of the necessary
resolution to approve by the independent shareholders of the licensee,
Jinheng Automotive Safety Technology Holdings Limted the transactions
contemplated thereunder, including but not limited to the Trademark
Licence Agreement;
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(ii)
All the pre-requisite to the Equity Transfer Agreement should be
satisfied; and
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(iii)the
consents and authorizations necessarily required to be obtained on the part of
Jinzhou Jinheng and Jinheng Electronic HK in respect of the Trademark Licence
Agreement and the transactions contemplated thereunder having been
obtained.
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(b)
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The
agreement will be terminated if the pre-requsites prescribed in the 7(a)
upon or before December 31, 2010, excluding the breach before the
termination. Parties should not undertake the responsibilites and
obligations.
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(c)
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Written notification
can be given by the owner to terminate the licensed term, if one of the
following conditiones occur, without considering the above presribed.
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4
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i)
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Unable
to perform the obligations prescribed under the agreement, and taking no
actions to remedy the bereach within 30
days.
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ii)
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Being
insolvent in maturity debt, or being insolvent in maturity debt in written
form, or being unable to allocate the profit
payable.
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iii)
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To
file a petition in bankrupcy by
licensee.
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iv)
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Being
adjudicated a bankrupt by the Licensee or if a petition in bankruptcy is
filed against Licensee,
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v)
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existing
normal operating can not be continued by the licensee as the result of the
government, law and political
systems.
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7.
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The
agreement will come into effect upon the date of pre-requsites prescribed
in Article 7(a) are satisfied, will be effective during the licensed
term.
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9. The
agreement is govermed and constructed under the laws of the PRC.
[signature
page follows]
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Owner’s
signature and seal
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Name
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Title
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| /s/ CORPORATE SEAL |
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Licensee’
s signiture and seal
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Name
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Title
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/s/
CORPORATE
SEAL
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6
Appendix
I
Licensed Trademark
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Appendix
II
Applied
Commodity
The design, manufacture and
sales of auto parts (not including but not limited to, auto safety products) and
other products, but not including auto safety airbag system and auto seat belt
system.
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Appendix
III
Applied
Service
To provide inspection
services, and issuing inspection reports, development and design for auto parts
(not including but not limited to, auto safety products) and other products, but
not including auto safety airbag system and auto seat belt
system.
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