Proprietary Technology License Contract
The
following is an unofficial translation of the Proprietary Technology License
Contract dated April 28, 2010.
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Licensor:
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XXXXX
Xx
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Licensee:
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Agritech
Fertilizer Limited
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Address:
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Xx.
0, X0-0 Division, Yinggu Economy Development Area, Xxxxxx Xxxxxxxx,
Xxxxxxx
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Whereas:
1. The
Licensor possesses valuable and mature Proprietary Technology for the production
of organic liquid compound fertilizer;
2. The
Licensor agrees to grant the Licensee the license to use such Proprietary
Technology related to organic liquid compound fertilizer;
3. The
Licensee hopes to obtain the license to use such Proprietary Technology in its
application and in the production and marketing of certain related
products.
Therefore,
the Licensor and the Licensee, through friendly discussion and negotiation, have
entered into this Contract as follows:
Article
1 Definitions
Unless
specified elsewhere herein, the following terms shall have the definitions as
below:
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1.1
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"Proprietary Technology"
means all the valuable technical knowledge, material, data, diagram,
design and other technical information regarding the production and
manufacturing of the Contract Product that are currently not known to the
public, have been developed by, and are in the possession of, the Licensor
and that are revealed to the Licensee. The Licensor has taken appropriate
measures to keep such Proprietary Technology
confidential.
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1.2
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"Contract Product" means
all products designed, produced, manufactured or evaluated by using the
Proprietary Technology and the associated Technical Material;
specifically, it means "Tailong" brand and "Green Vitality" brand liquid
compound fertilizer.
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1.3
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"Improvement" means new
invention based on and/or modification of the Proprietary Technology made
by either party hereto in the form of new design, formula, ingredients,
value, parameter or in any other form of
specification.
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1.4
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"Technical Material"
means diagrams, formulas, explanation, data, technique and quality
standard and other verifiable technical data, including proprietary
technical interpretation and explanation, and information involving the
production and manufacturing of the Contract Product, that are possessed
and/or developed by the Licensor, whether or not currently under
protection. The Licensor has the full and complete right to
disclose the aforementioned
material.
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Article
2 License Grant
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2.1
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The Licensor
agrees to grant to the Licensee without compensation, and the Licensee
agrees to accept, from the Licensor, the granting of, the license
associated with the use of the Proprietary Technology, including but not
limited to the right to the application of the said Proprietary Technology
to develop, design, produce, manufacture, improve, evaluate, utilize,
promote, market and distribute the Contract Products as well as the right
to modify, improve, enhance, ameliorate and innovate upon the said
Proprietary Technology pursuant to Section 5
herein.
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2.2
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Scope of
License: The scope of license pursuant to the provisions herein include
the following third parties:
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2.2.1
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All
the subsidiaries of the Licensee during the term of effectiveness of this
Contract;
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2.2.2
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All
the third parties that have been approved and acknowledged in writing by
the Licensor and that have cooperative relations under contract, agency,
entrust and joint operations with the Licensee during the term of
effectiveness of this Contract;
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The use
of the Proprietary Technology by the aforementioned third parties are subject to
all the terms and conditions and to all the rights and obligations
herein.
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2.3
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Term
of the license: 3
years starting from the date on which this Contract becomes
effective. After 3 years, this Contract will be automatically
renewed for 3 years.
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2.5
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The Licensor
agrees that the Licensee may adopt the improvements made by the Licensor
during the term of effectiveness of this
Contract.
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Article
3 Licensor's Warranty
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3.1
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The
Licensor warrants that he is the legitimate owner of the Proprietary
Technology and has the right to license the Proprietary Technology to the
Licensee.
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3.2
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The
Licensor warrants that the Contract Product meeting quality standard can
be produced and manufactured by using the Proprietary
Technology.
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3.3
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The
Licensor warrants that there will not be occurrence of any liability for
the Licensee to be accused of infringement resulting from the relevant
Contract Product.
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3.4
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During
the term of effectiveness of this Contract, the Licensor shall not use,
nor grant the license to any third party other than those specified herein
to use, the Proprietary Technology
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Article
4 Confidentiality
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4.1
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During
the term of effectiveness of this Contract, the Licensor must adopt all
appropriate measures to keep the Proprietary Technology and the Technical
Material strictly confidential, and shall not, without prior written
consent of the Licensee, reveal the Proprietary Technology to any third
party.
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4.2
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Both
during the term of effectiveness, and after the termination, of this
Contract, the Licensee must adopt all appropriate measures to keep the
Proprietary Technology and the Technical Material strictly confidential,
and shall not reveal the Proprietary Technology to any third
party.
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4.2
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Either
party hereto and its technical personnel shall have the obligation to
maintain confidentiality with regard to any secret information obtained or
assessed during the course of the performance hereof. Neither
party shall use or reveal such secret information obtained from the other
party without prior written consent from the other
party.
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4.3
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The
confidentiality obligation is not applicable to the following
information:
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A.
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Any
information that is now, or will in the future enter, the public
domain;
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B.
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Any
information that it can be verified at the time of its disclosure that it
was not obtained previously, either directly or indirectly, from the other
party.
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C.
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Any
information, obtained by either party hereto from a third party, that is
not subject to confidentiality
obligations.
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Article
5 Improvement
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5.1
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During
the term of effectiveness of this Contract, if the Licensor has made
improvements over the Proprietary Technology, the Licensor must grant the
exclusive license to the Licensee, without compensation, to use such
improvements.
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5.2
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The
Licensee has the right to improve the Proprietary Technology, and the
exclusive right to any such improvements belongs to the
Licensee.
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5.3
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Both
parties shall have the obligation to keep the improvements of the
Proprietary Technology
confidential.
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Article
6 Default Liability
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6.1
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If
either party hereto is unable to perform the obligations herein, the party
that is not in default shall have the right to demand the party in default
to assume default liability and compensate the party that is not in
default for all the loss and all the resulting fees and
expenses.
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Article
7 Force Majeure
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7.1
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In
the event of war and severe fire, typhoon, earthquake, flood and other
unforeseeable, unpreventable and irresistible event that impacts either
party's ability to perform the obligations herein, the impacted party must
notify the other party by facsimile of the Force Majeure circumstances and
must provide, within fourteen days after the occurrence of the event,
documents of evidence issued by the relevant authorities or organizations
to the other party for
verification.
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7.2
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The
impacted party shall not have any liability for its inability, or for its
postponement, caused by the Force Majeure to perform the obligations
herein. However, the impacted party must notify the other party
by facsimile after the event of Force Majuere has
ceased.
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7.3
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The
two parties must immediately resume the performance of the obligations
herein after the event of Force Majeure has ceased and or its effect has
cleared.
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Article
8 Applicable Law and Resolution of Disputes
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8.1
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The
applicable law to this Contract is the law of the People's Republic of
China.
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8.2
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Any
dispute arising from, or related to, this Contract must be settled through
friendly negotiation between the two parties hereto. If
negotiation fails, both parties have the right to submit the dispute to
the people's court at the location where this Contract is
executed.
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Article
9 Others
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9.1
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This
Contract becomes effective after it is signed by the authorized
representatives from both parties. Starting from the date of
its effectiveness, any previous agreement regarding the Proprietary
Technology entered into between the Licensor and the Licensee and/or its
subsidiaries shall become
void.
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9.2
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This
Contract and any valid amendment hereto or modification hereof constitute
the complete agreement regarding the Proprietary Technology and shall
replace any agreement or contract, whether written or oral, regarding the
Proprietary Technology entered into by the Licensor and the Licensee
and/or its subsidiaries.
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9.3
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Without
prior written consent from the other party, neither party shall have the
right to transfer the rights and obligations herein to a third
party.
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9.4
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Any
amendment hereto or modification hereof shall be made in written form and
shall become effective after it is signed by the authorized
representatives from both parties. Any amendment or modified
content, after it becomes effective, shall be the inseparable part hereof
and shall have the same legal effect as the text proper
herein.
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9.5
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This
Contract will be renewed automatically for three years upon its
expiration.
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9.6
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The
communication between the two parties must be conducted in written form
and any facsimile regarding important matters shall be delivered
immediately afterwards by registered mail or by express delivery for
acknowledgement.
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9.7
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This
Contract is written in both Chinese and English, and the Chinese version
prevails. This Contract has one set of four copies, with two to
each party.
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Licensor:
XXXXX Xx
Signature:
XXXXX Xx (with signature)
Date:
April 28, 2010
Licensee:
Agritech Fertilizer Limited
Signature
of Authorized Representative: XXXXX Xx (with signature)
Date:
April 28, 2010
Place of
Execution: Beijing, China
