Patent Transfer Contract
Patent
Transfer Contract
This
Agreement is made and entered into on December 3, 2007
in Yiyang City, Jiangxi Province, China, by and between the following
parties:
Transferor:Jiangxi
Xxxxxx Xxxx Copper Co., Ltd.
Registered
business address: Gejiaba, Huating Town, Yiyang County
Transferee:Jiangxi
Xxxxxx Star Copper Technology Co., Ltd.
Registered
business address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County,
Jiangxi Province.
Preface
(Whereas)
—
Whereas, the Transferor (patent holder), owns the patent certificate of utility
model named Bending Water Pipe, designed by Yu Zeshi, and the patent number
is
ZL 99 2 59230.5, the certificate number is No. 427197.
—
Whereas, the Transferee, desires to obtain the patent aforesaid, based on
its
acknowledgement of such patent.
—
Whereas the Transferor agrees to transfer the patent aforesaid to the
Transferee.
Both
Transferor and Transferee agree that the Transferee will become the legal
owner
of this patent from the date on which the patent transfer registration is
published by the State Intellectual Property Office. (The “SIPO”)
and sign this Contract.
Article
1 Materials to be Transferred from the Transferor to the Transferee (the
“Patent
Materials”)
1.
All of the application materials submitted to the SIPO, which may include
descriptions, applications, attached drawings, excerpts or drawings attached
to
excerpts, request letters, opinions, statements, changes of the bibliographic
data, decisions to restore revoked patent, and power of attorney etc;
2.
All documents issued by the SIPO. to the Transferor, which may include the
acceptance notice, correspondences on any interim decisions, patent issuance
letters, patent certificates and their duplicated certificates;
3.
All license contracts (together with any contract exhibits) under which the
Transferor has licensed the patent to a third party;
-
1
-
4.
All documents evidencing the validity of the patent issued by the SIPO, which
include 1) the receipts evidencing the payment of the most recent patent
annual
fee, any 2) decisions issued by the SIPO, the Patent Appeal Committee, or
the
People’s Courts supporting the validity of the patent in cases where any third
party petitions to revoke the patent or declare the patent invalid;
5.
All approval documents issued by competent authority or the relevant competent
department of the State Council if the approval for the transfer in this
Contract is required.
Article
2 Time, Place and Method to Transfer the Patent Materials
1.
Time to Deliver the Patent Materials
The
Transferor shall transfer the Patent Materials to the Transferee within 10
days
after paying the transfer fee, after the Contract is effective.
2.
Method and Place to Deliver the Patent Materials
The
Transferor shall deliver the Patent Materials and the list for the Patent
Materials to the Transferee in person.
The
delivery place shall be the place of the Transferee.
Article
3 Exploitation and License of Patent
If
the Transferor has commenced exploitation of the patent prior to the execution
of this Contract, the transfer is subject to the Transferor’s prior use and the
Transferor can continue such exploitation after the execution of this
Contract.
If
the Transferor has licensed the patent to any third party, its rights and
obligations under the license agreements shall be assigned to the Transferee
upon the effectiveness of this Contract.
Article
4 Assignment Fee and Payment
The
assignment fee is RMB 10,000.00 (ten thousand) Yuan, which shall be paid
in cash
by the Transferee to the Transferor within 10 days after this Contract is
executed by both Parties.
Article
5 Revocation and Invalidation of the Patent Right
In
accordance with Article 50 of the PRC Patent Law, if the transferred patent
are
revoked or declared invalid, the Transferor is not required to return the
transfer fee to the Transferee, and the Transferee is not required to return
the
Transferred Materials to the Transferor, if the Contract does not violate
the
principle of fairness and the Transferor did enter into this Contract in
bad
faith or cause any loss to the Transferee.
-
2
-
The
Transferor shall return the transfer fee if the Contract violates the principle
of fairness or the Transferee has incurred losses due to the bad faith of
the
Transferor.
Upon
the effectiveness of this Contract, if a third party appeals to the People’s
Courts for revocation of any of the patent, or petitions to the SIPO to declare
the patent invalid, or files a lawsuit in courts to challenge the decision
of
the Patent Appeal Committee, the Transferee shall be responsible to defend
such
lawsuits and pay for the related court fees or expenses.
Article
6 Transitional Period
1.
During the period after this Contract is executed and prior to the publication
date on which the transfer is published by the SIPO (the “Transitional
Period”), the Transferor shall maintain the validity of the patent and shall pay
for the annual fee and renewal fee for this patent.
2.
After the publication date on which the transfer is published by the SIPO,
the
Transferee shall be responsible for maintaining the validity of the patent.
It
shall pay the annual fee or renewal fee, respond to any patent administrative
revocation procedure and patent invalidity request procedure, and defend
any
request to declare the patent invalid.
3.
During the Transition Period, this Contract shall be terminated if both Parties
fail to perform this Contract due to force majeure.
Article
7 Fees and Taxes
In
accordance with the Tax Law of P.R.C, any tax payable on the transfer fees
under
this Contract shall be payable by the Transferor.
Article
8 Breach of the Contract and Claim for Damages
To
the Transferor:
1.
If the Transferor refuses to submit the Transferred Materials to the Transferee
and complete the related procedures, the Transferee shall have the right
to
terminate this Contract, request a return of transfer fee, and seek damages
for
the breach.
-
3
-
2.
If the Transferor delays in delivering the Transferred Materials and completing
the related procedures (including the application to the SIPO for change
of
register owner) without any reason, the Transferor shall pay a penalty to
the
Transferee for each month that is delayed. If The Transferor delays for more
than two months, the Transferee has the right to terminate this Contract
and
request a return of the transfer fee.
3.
If the Transferor breaches the agreement under Article 6(1) of this Contract,
the Transferor shall pay to the Transferee any damages resulting from such
a
breach.
To
the Transferee
1.
If the Transferee refuses to pay the transfer fee, the Transferor has the
right
to terminate the Contract, return the Transferred Materials, and request
a
compensation for its loss or damages resulting from the breach of the
Contract.
2.
If the Transferee breaches the agreement under Article 6(2) of this Contract,
the Transferee shall pay to the Transferor any damages resulting from such
a
breach.
For
the purpose of this Article 8, “damage” shall mean the actual loss resulting
from a breach of the Contract.
Article
9 Settlement of Disputes
1.
Any disputes under the Contract shall be settled at first through friendly
consultation between the parties hereto.
2.
In case no settlement can be reached through consultation, each Party shall
have
the right to petition to the patent administrative bureau for mediation at
the
Transferee’s place of principal office. If any of the parties is not satisfied
with the mediation result, the parties may challenge the result in
courts.
Article
10 Agent’s Fee
If
the Parties retain an agent to complete the transfer registration procedures,
any agent’s fees shall be borne equally by both Parties.
Article
11 Miscellaneous
Any
unforeseeable technical problems or legal problems that are not covered in
the
provisions of this Contract shall be further negotiated and agreed to by
the
Parties hereto.
-
4
-
Article
12 Effectiveness of Contract
This
Contract shall be binding on both Parties upon the execution of this Contract
and shall become effective until the date on which the SIPO registers and
publishes the “Changes of the Bibliographic Data” made by the
parties.
[NO
TEXT BELOW]
Transferor:Jiangxi
Xxxxxx Xxxx Copper Co., Ltd. (Seal)
Legal
Representative (signature): /s/ Xx Xxxxxx
Transferee:Jiangxi
Xxxxxx Star Copper Technology Co., Ltd. (Seal)
Authorized Representative
(Signature): /s/ Xx Xxxxxx
-
5
-
