Contract
Exhibit 4.16
Place of
Execution: Taiyuan, Shanxi
Date of
Execution: June 9, 2010
Licensor
(hereinafter referred to as “Party A”): Chongqing Xx Xxxxx Commerce
Co., Ltd
Address:
6F, 50 Mid Xing Hua
Road, Fuling District, Chongqing
Licensee:
(hereinafter referred to as “Party B”): Taiyuan Basic Points
Commerce Co., Ltd
Address:
Room 2-405,
69#Building, Dongmi Center, Yingze District, Taiyuan, Shanxi
Province
WHEREAS,
Party A is in possession of the right to sub-license the Registered Trademark
with certain value which Party B desires to obtain a license of the said
trademark for use. In accordance with the relevant regulations under the Contract Law of the People’s
Republic of China, the
Trademark Law of the People’s Republic of China, the Parties through
friendly consultation hereby agree as follows for mutual compliance and
implementation hereof.
Article
1 Definition
To avoid
the discrepancy of both Parties in interpretation, in respect of the words and
technical terms in relation to the Agreement and the attachments, the Parties
hereby make the following identification as follows:
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1.1
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“Registered
Trademark” shall mean the Trademark registered with the Trademark Office
of the State Administration for Industry and Commerce of the People’s
Republic of China (the “Trademark” referred to hereinafter shall mean the
Registered Trademark, unless otherwise
stated).
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1.2
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“Sub-licensor”
shall mean the Person who shall be granted the trademark sub-license right
by the Trademark owner in the PRC.
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1.3
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“Licensee”
shall mean natural person, legal person or any other organization that
needs to legally use the trademark of
others.
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1.4
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“Trademark
Use” shall mean the activities in relation to the labeling, using,
promotion, presentation of the
Trademark.
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Article
2 Scope
of License
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2.1
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Licensed
Trademark
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(1)
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Name
of the Licensed Trademark: FENIX
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(2)
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Registered
No. of the Licensed Trademark: 3396432
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(3)
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Country
of Region within which the Licensed Trademark is allowed to use: the People’s Republic
of China
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(4)
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Design
of the Licensed trademark:
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(5)
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Term
of the Licensed trademark: August 21, 2004 to
August 20, 2014
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2.2
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Type
of Licensed Trademark: Trademark of
Commercial Goods
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Goods:
Class XIV: unprocessed
or semi-processed precious metal; un-processed gold or gold foil; platinum
(metal); precious metal alloys; gem; ring (jewelry); earring; chain (gem);
bracelet (jewelry); diamond.
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2.3
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Licensed
Method of Use
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It is
agreed that, Party B may use the Trademark as described under Article 2.1 by
means of the licensed method of use as permitted by the laws.
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2.4
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Type
of Licensed Use:
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It is
agreed that, the Registered Trademark under the Agreement is exclusively granted
license, under which Party B may be authorized to grant its subsidiary and
Taiyuan Basic Points Commerce Co., Ltd. and its subsidiary to use the Trademark
under Article 2.1 hereof.
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2.5
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License
Term:
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The
License Term shall start from the effective date of this License Agreement and
end on August 20,
2014.
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2.6
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Delivered
Documents
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Party A
shall within 10 days as of the effective date of this License Agreement deliver
the Registration Certificate, the Sub-license Agreement and the copies of other
related documents of the Trademark described under the Article 2.1 of this
Agreement.
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2.7
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Applicable
Scope
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The
rights and obligations of Party B under the Agreement shall also be applicable
to the subsidiaries of Party B and Party B shall ensure the performance
thereof.
Article
3 License
Fees
Party A
agrees that Party B may use the Trademark described under Article 2.1 hereof for
free within the term of this Agreement (Party A may charge license fees subject
to mutual consultations).
Article
4 Trademark
Printing
Except
for the Parties agree that signs of the Trademark used by Party B shall be
provided by Party A, where Party B requires printing the trademarks within the
term of the Agreement, it shall be deemed as Party A has authorized Party B to
print these signs of the Trademark. In addition, Party A shall have
the right to supervise these signs of the Trademark printed by Party B to ensure
the quality thereof.
Article
5 Quality
of Goods
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5.1
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While
using the goods bearing the Trademark under Article 2 hereof, Party B
shall indicate the name and place of origin of Party B. Party B undertakes
that the quality of the goods bearing the Trademark under Article 2 hereof
shall be of a relatively high standard and will not affect the good will
of Party A and the Trademark per
se.
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5.2
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Within
the term of this Agreement, Party A and its authorized representative
shall be entitled to examine the quality of the goods bearing the
Trademark under Article 2 hereof, and Party B shall take necessary
measures to fulfill the requirements of Party A for quality standards and
otherwise. If Party B’s activities or sales do not conform to the above
requirements, it shall forthwith take the remedial measures after the
receipt of Party A and its authorized
representative.
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Article
6 Warranties
and Undertakings
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6.1
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Party
A’s warranties:
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(1)
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Party
A warrants that it has the authority to license the Trademark as described
under Article 2.1 hereof.
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(2)
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Party
A warrants that if there is any infringement by Party B using the
Trademark under Article 2 hereof alleged by a third party during the
performance of the Agreement, Party A shall be responsible to negotiate
with the third party and Party B will render its assistance
accordingly.
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(3)
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Party
A warrants that any legal and economic liability caused by the trademark
infringement alleged by a third party shall be assumed by Party
A.
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6.2
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Party
B’s warranties:
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(1)
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Party
B warrants that it will render necessary assistance to Party A to maintain
the right owned by Party A to the Trademark under Article 2
hereof.
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(2)
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Party
B warrants that it will not change the work, design of the Trademark under
Article 2 hereof or any combination of the
above.
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Article
7 Change
of the Agreement
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7.1
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In
case Party A is changed or terminated and the sub-license right to the
Trademark is to be assigned or transferred for that reason, the Agreement
shall be performed continuously by the successor of Party A, and if Party
A has no successor, the Agreement shall be terminated
automatically.
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7.2
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Any
change, modification to the provisions of the Agreement during the
performance hereof shall be subject to the agreement by both Parties
through negotiation and upon signature of written
documents.
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Article
8 Termination
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8.1
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Neither
party shall cancel this Agreement within the term of the Agreement, unless
as provided by the laws.
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8.2
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Party
B shall present a written report to Party A within 30 days prior to the
expiration of the term hereof or within 30 days following the receipt of
the termination notice, to specify the quantities and types of the goods
in the possession and still in
process.
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8.3
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Party
B may deal with or sell the goods which have been produced or are in
process.
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8.4
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Party
A is entitled to an on-site examination to ensure the stock inventory
status and the accuracy of the report. If Party B refuses to be
so examined by Party A, Party B will lose the right to deal with the
stock.
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8.5
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Upon
the termination or expiration of the Agreement, Party A is entitled to use
the Registered Trademark; and Party B shall not continue to use the
Registered Trademark or any similar trademark unless under the
circumstance of Article 8.2.
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Article
9 Dispute
Settlement
All
disputes arising out of or in connection with this agreement shall be settled by
both Parties amicably, failing which, either party shall have the right to bring
the dispute to the competent People’s Court.
Article
10 Confidentiality
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10.1
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The
Parties shall keep in confidence the trade secrets and related
confidential information either of them has been acknowledged during the
negotiation and performance of the Agreement. If either party
is suffered any loss of its economic benefits due to the disclosure of the
other party, the party shall be liable to make
compensation.
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10.2
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If
either party is requested to provide the above mentioned trade secrets by
the judicial authority and other national institution in accordance with
the laws, the providing party shall give a prior notice to the other party
and also send a written advice to the relevant institution for information
confidentiality.
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Article
11 Force
Majeure
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11.1
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If
an event of force majeure or any other accidental event has occurred, or
performance of the Agreement has been caused impossible, unnecessary or
meaningless, either party may dissolve this
Agreement.
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11.2
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If
any party suffered an event of force majeure or any other accidental event
fails to fulfill this Agreement, whether in whole or in part, dissolve or
delay the performance of the Agreement, such event shall be notified to
the other party in writing supported by relevant evidence within 5
days.
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Article
12 Effectiveness
and Filing
The
Agreement shall take effect as of the date of being signed and sealed by both
Parties or their respective legal representatives, authorized representatives.
The Licensor will file the copy of the Agreement within 3 month of signature of
the Agreement to the Trademark Office for record.
Article
13 Counterparts
The
Agreement shall be made in three (3) counterparts, each of which has the same
legal effect. Each of the Parties shall hold one (1) counterpart, while the
other counterpart filed with the Trademark Office within 3 months of signature
of the Agreement.
Party A:
Chongqing Xx Xxxxx Commerce Co., Ltd (sealed)
Legal
representative or authorized representative:
Party B:
Taiyuan Basic Points Commerce Co., Ltd (Sealed)
Legal
representative or authorized representative:
