Exhibit 10.35
TECHNICAL SERVICES AND LICENSING AGREEMENT
This agreement is made by the Tranco Limited (hereinafter referred as Party A)
and the American Pacific Aviation & Technology Corporation (hereinafter referred
as Party B), based on the principle of mutual benefits and through friendly
negotiations, for the provision of technical services and licensing (patent
technology) by Party B to Party A for the production of contactless smart cards.
1. Party B shall provide the full set of technology (including technical
process, operation rules, maintenance rules, inspecting and testing rules,
administration system and all drawings, information, software or patent
technology) for the production of contactless smart cards and shall
guarantee that the production equipment and products produced by Party A
meet the requirements of the "Equipment Purchase Agreement".
2. The patent technology and exclusive technology provided by Party B to
Party A shall not involve any industrial property right of other countries
or companies and Party A shall be legally protected that it has the legal
right of utilization.
3. Without written permission of Party B, Party A shall not transfer the
patent technology or exclusive technology to any third party, nor Party A
shall duplicate the equipment provided by Party B. Without the permission
of Party B, Party A shall not allow business or technical personnel of
other party to examine the production line or give any technical
information from Party B to any third party.
4. Party B shall be responsible for providing all technical services of
installation, trouble shooting, test running, receipt and acceptance, and
shall solve all technical problems before receipt and acceptance to
guarantee that the equipment will produce 2500 pieces/hour. Party A shall
provide lodging and food for technical experts of Party B and shall assign
special staff to coordinate the project to ensure that installation,
trouble shooting and test running go through smoothly. The period for
installation and test running the equipment shall be two weeks. The travel
expenses of experts from Party B shall be assumed by Party B.
5. Party B shall train the staff of Party A for a period of two weeks. Party
A shall select qualified staff to receive training. In the event that
members from Party A fail to master the production technology during the
training period, said period can be extended to three or four weeks, the
cost of such extension shall be
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assumed by Party A.
6. Party B shall cover the cost of providing the complete technology
(including the cost of providing technical details, operation rules,
maintenance rules, inspection and testing rules, administration system,
drawings and information and software and the compensation and travel
expenses of experts from Party B coming to China) and the cost of patent
technology and exclusive technology licensing, and staff training. All
these costs are included in the equipment purchase cost paid by Party A.
With the exception of the equipment purchase cost, Party A shall pay no
additional fee. In addition, at least in the first half year after the
actual production starts, Party B shall send one to three technical staff
to stay in Party A's site to help Party A produce and to provide technical
support. The cost of which shall be assumed by Party B.
7. Default
Both parties shall execute the provisions of the agreement sincerely. In
the event any party fails to execute any of the above provisions that
causes the economic loss of other party, the defaulting party shall
compensate the loss. Claims and penalties shall be executed according to
Chapter IX of the "Equipment Purchase Agreement".
8. Settlement of Dispute
Any dispute over the agreement by Parties A and B shall be settled through
friendly negotiation. In the event negotiation fails to settle the
dispute, it shall be arbitrated by the China Economic and Foreign Trade
Arbitration Committee in Beijing. Fee for arbitration shall be paid by the
losing party.
9. This agreement shall become effective on the date signed by both parties.
10. This agreement contains four original copies.
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PARTY A:
Tranco Limited
Company Representative: (signature)
August 10, 2001
PARTY B:
The American Pacific Aviation & Technology Corporation
Company Representative: (signature)
August 10, 2001
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