Technology Transfer Agreement
Project Name: New Composite
Colloid Production and Application Technology
Transferee
(Party A): Dalian RINO
Environment Engineering Science and
Technology Co., Ltd.
Transferor
(Party B): Institute of
Process Engineering, Chinese Academy
of Sciences
Time of Signing: March,
2006
Place of Signing: Beijing
Term of Validity: 15
years
Transferee
(Party A): Dalian RINO
Environment Engineering Science and Technology Co., Ltd.
Address:
No.11, Youquan Road,
Zhanqian Neighborhood, Jinzhou District, Dalian
Legal
Representative: Xxx,
Xxxxx
Project
Liaison: Xxx,
Xxxxxxxx
Contact
Means: 00000000000 0411-87661222
Correspondence
Address: Xx.00, Xxxxxxx
Xxxx, Xxxxxxxx Neighborhood, Jinzhou District, Dalian
Tel : 00000000 Fax : 00000000
E-mail :
xx00@xxxx.xxx.xx
Transferor
(Party B): Institute of
Process Engineering, Chinese Academy of Sciences
Address:
Xx.0, Xxxxx Xxxx 0,
Xxxxxxxxxxxx, Xxxxxxx
Legal
Representative: Liu,
Huizhou
Project
Liaison: Ye, Shufeng
and Wei, Lianqi
Contact
Means:
Correspondence
Address : Xx. 0, Xxxxx
Xxxx 0, Xxxxxxxxxxxx, Xxxxxxx
Tel :
000-00000000 Fax :
000-00000000
E-mail :
xxxxx@xxxx.xxx.xx.xx
This
Contract is made by and between both parties via equal negotiation pursuant to
Contract Law of the People’s
Republic of China on the basis of authentic and full expression of their
xxxxx.
WHEREAS,
Party B desires to transfer the know-how use right (use right,
transfer right) of New
Composite Colloid Production and Application Technology to Party A and
Party A desires to accept the transfer and pay the corresponding payment for
transfer,
THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
Article 1 The
contents of know-how transferred by Party B to Party A are as
follows:
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1.
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Scope
of know-how: The
entire production processes of new composite colloid, including the
involved ingredient preparation ratio, production reaction conditions,
ingredient charging sequences, production equipment model selection and
corresponding application processes
.
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2.
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Technological
indicators and parameters: including the
compositions of new composite colloid, the preparation ratio, production
reaction conditions, ingredient charging sequences, production and new
spray-coating process equipment model selection and
design
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3.
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Industrialized
development degree of this know-how: This know-how is at
the mature industrialization development degree, with mature production
process and mainly applied to steel-purpose high-temperature
anti-oxidization coatings and refactory materials, in wide
applicability.
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Article 2 For
the sake of Party A’s performing this know-how in an effective way, Party B
shall submit the following technical information to Party A:
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1.
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Ingredient names and
preparation ratio list of new composite
colloid ;
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2.
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Production process of
new composite
colloid ;
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3.
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Production equipment
model selection of new composite
colloid ;
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4.
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Arrangement plan of
equipments in the production workshop of new composite
colloid ;
and
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5.
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Design plans for
spray-coating new process of new composite
colloid .
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Article 3 The
time, place and form that Party B submits technical information to Party A are
as follows:
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1.
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Time
of submittal: within 20
days since and upon this Contract enters into
force
|
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2.
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Place
of submittal: Dalian
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3.
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Form
of submittal: Written
version
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Article
4 Party B has performed or transferred this know-how
hereunder prior to that this Contract enters into force as follows:
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1.
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The
status that Party B has performed this know-how hereunder (time, place,
form and scale): Pilot test completed
and pilot production realized in Dec.,
2005
|
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2.
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The
status that Party B has transferred others to use this know-how hereunder
(time, place, form and scale): None
|
Article
5 Party A shall perform this know-how in the following
scope, form and period:
|
1.
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Scope
of performance: Pursuant
to this Contract, Party B hereby authorizes Party A to use this know-how
and Party A may use this know-how for production and
sale.
|
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2.
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Form
of performance: Party A may organize
and construct the production workshops in appropriate scale pursuant to
the market condition and zoom in or out the design of supporting
spray-coating process equipments (however, the intellectual property and
technical data in the process shall be owned by both parties),
particularly shall ensure the colloid supply and spray-coating application
of downstream product manufacturers, and meanwhile may conduct the market
promotion sale.
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3.
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Period
of performance: 15 years
.
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4.
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Period
of confidentiality: 20 years
.
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Article
6 Party B shall ensure the utility and reliability
of this know-how and no infringement of legal rights and interests of any third
person. In case that the third person accuses Party A of infringement, Party B
shall assist in
mediation and clarify the originality of this know-how, otherwise shall dissolve
the contract with Party A automatically and refund 60% of the payment received
from Party A .
Article 7 The
intellectual property of this know-how is owned by both parties and the
confidentiality obligations that both parties shall abide by for the execution
of contract as agreed hereby are as follows:
Party
A:
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1.
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Contents
of confidentiality (including technology information and operation
information): The entire production
processes of new composite colloid, including the involved ingredient
preparation ratio, production reaction conditions, ingredient charging
sequences, production equipment model selection; meanwhile, the design
plans for spray-coating application process of this designated composite
colloid and the condition of downstream products that it aims at shall be
also kept confidential.
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2.
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Scope
of personnel involved in confidentiality: Any and all production
workers involved in the process of bond production as mentioned herein and
the production chief of this project as well as users of new
products.
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3.
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Duration
of confidentiality: 20
years .
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4.
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Liabilities
for disclosure of confidentiality: Provided any personnel
of Party A, who are involved in confidentiality, disclose this know-how,
Party B will claim against Party A for corresponding
liabilities.
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Party B:
Party B shall bear the
same confidentiality obligations as Party A .
Article
8 Both parties hereby agree that, during the execution
of this Contract, it is acceptable to apply this know-how for the patent; the
patent shall be owned by both parties and the transfer and performance approval
etc. of patent shall be subject to the consensus negotiation between both
parties.
Article 9 For
the sake of Party A’s performing this know-how in an effective way, Party B
shall provide Party A with the following technological service and technological
instructions:
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1.
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Contents
of technological service and technological instructions: Party A shall provide
Party A with the entire production processes of new composite colloid,
including the involved ingredient preparation ratio, production reaction
conditions, ingredient charging sequences, production equipment and
spray-coating process design plans and meanwhile offer necessary
instructions for production site planning, equipment commissioning and
trial production.
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2.
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Form
of technological service and technological instructions: On-site instructions
.
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Article
10 Party A shall pay the loyalty of this know-how in
terms as follows:
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1.
|
The
total loyalty shall be RMB 4,000,000 Yuan
(say: RMB FOUR MILLION Yuan
only);
|
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2.
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Party
A shall pay the loyalty to Party B in terms of installment
(lump sum, installment or
percentage).
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The
specific terms and time of payment are as follows:
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(1)
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Party A shall remit
the down payment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only) to the
account of Party B within three months upon the conclusion of contract and
this Contract will enter into force upon the invoice is
opened;
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(2)
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Party A shall remit
the second installment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only)
to the account of Party B within twelve months upon the conclusion of
contract;
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(3)
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Party A shall remit
the third installment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only)
to the account of Party B within eighteen months upon the conclusion of
contract; and
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(4)
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Party A shall remit
the rest RMB 1,000,000 Yuan (say: ONE MILLION Yuan only) to the account of
Party B within three months upon the first equipment set is put into
service.
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The name
and address of Party B’s bank of deposit as well as the account number
are:
Bank of
deposit: ICBC
(Industrial and Commercial Bank of China) Haidian Town Branch,
Beijing
Account
No.: 0200004509088120553
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3.
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Provided
Party A fails to pay the loyalty on schedule, Party B will refuse to
perform the obligations; and in case of the payment in arrears for one
month, this Contract will be
terminated.
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Article
11 Both parties hereby agree that Party B approves Party
A to perform this know-how and offers technological service and technological
instructions, with the acceptance in accordance with the following standards and
forms:
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1.
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Party B provides Party
A with the product quality acceptance standards of this know-how and
trains the related technicians of Party A upon the performance of this
know-how ;
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2.
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Party B is responsible
for the first quality acceptance of products upon the performance of this
know-how and ensures the quality to be eligible ;
and
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3.
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Party B is responsible
for process design and application acceptance of spray-coating application
process equipments concerning this know-how
.
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Article
12 Both parties hereby agree that:
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1.
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Party
A is entitled to conduct the subsequent improvement on the composite
colloid production technology transferred by Party B and the accordingly
generated new technological achievements with substantial or creative
technology progress characteristics shall be owned by both
parties.
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2.
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Party
B is entitled to conduct the subsequent improvement on the know-how
transferred to Party A and the accordingly generated new technological
achievements with substantial or creative technology progress
characteristics shall be owned by both
parties.
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3.
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Both
parties hereby agree via negotiation that, on the basis of transfer
cooperation of this know-how, both parties decide to establish the future-oriented
long-term cooperation for the technological development and improvement in
related fields and Party B decides to set up the R&D incubation base
of related technologies and products at Party A
.
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Article
13 Any modifications in this Contract must be subject to
the consensus negotiation between both parties and determined in written form.
However, in case of the occurrence of any following cases, either party may make
a request on modifying the contract rights and obligations to the counterpart
and the counterpart shall reply within 10 days; no reply in
arrears shall be regarded as consent:
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1.
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Provided the market
exploration scale of downstream products involved with this know-how
fluctuates greatly, Party B may ask for the appropriate interest
percentage ;
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2.
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The percentage line
shall be 3% when the annual output value of Party A is no more than 60
million Yuan and that be equivalent to 2 million Yuan when the annual
output value exceeds 60 million Yuan
.
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3.
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Provided the
downstream products involved in this know-how requires the improvement on
current technology, Party B may apply to Party B and Party B will assist
Party A in improvement study
.
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4.
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The intellectual
properties of the design of a new spray-coating equipments and as well as
improvement in technology achieved by Party A based on original technology
developed by Party B, shall be owned by both parties
.
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Article
14 Both parties hereby agree that, within the valid
period of this Contract, Party A designates Xxx, Xxxxxxxx as the
project liaison of its own and Party B does Ye, Shufeng and Wei, Lianqi
as the counterpart. Either party changing the project liaison shall
notify the counterpart in written form in time and shall bear corresponding
liabilities for failing in notification and impacting the execution of this
Contract or causing losses.
Article
15 Disputes in connection with Contract and arising from
the execution of contract shall be settled in terms of negotiation and
mediation; in case of no agreement reached, disputes shall be submitted to the
People’s Court for litigation.
Article
16 This Contract is in quadruplicate , all
texts being equally authentic.
Article
17 This Contract enters into force since and upon the
stamps and signatures of both parties.
Party A:
Dalian RINO
Environment Engineering Science and Technology Co., Ltd.
(seal)
Legal
Representative / Authorized Proxy: __________________
(signature)
March 8,
2006
Party B:
Institute of Process
Engineering, Chinese Academy of Sciences (seal)
Legal
Representative / Authorized Proxy: _________________
(signature)
March 8,
2006
