ENGLISH TRANSLATION] Contract for Technology Transfer
EXHIBIT
10.2
[ENGLISH
TRANSLATION]
Contract
for Technology Transfer
Transferor:
Shaanxi
Suo'ang Biological Science & Technology Co., Ltd
Legal
Representative: Ren Baowen
Address:
00X,
Xxxxx X, Xxxxxxxx Xxxxxxxx, Xx. 0, Xxxxxx 0xx
Xxxx
Tel:
00000000
Transferee:
HanZhongWeiDa Commercial Company Limited
Legal
Representative:
Address:
X0 Xxxx Xxxx Xxxxxxxx, Xxxxxxxx
Tel:0000-0000000
The
undersigned Transferor and Transferee have agreed to close the following
contract according to “Contract Law of the People’s Republic of
China”:
1. Name
of
Project: COPO Resin Parent Material
2. Obligation
of Transferor:
(1).
Transferor shall submit all technological data relating to COPO within 30
days
when this contract becomes effective.
3.
Obligation of Transferee:
(1).
Transferee shall pay transferor RMB two million as royalty by installment
plan
as follows: 50% will be charged on March 15th
in the
first stage; 50% will be charged on April 15th
in the
second stage. Two parties shall agree as follows:
a.
Transferee shall pay RMB one million to transferor within two and a half
months
after this contract takes effect.
(2).
Transferee shall use this patented technology among the scope stipulated
by this
contract.
4.
Confidentiality
It
is
understood and agreed by the parties that all technological data relating
to
COPO shall remain strictly confidential during the term of this
contract.
5.
Follow-up Improvement
New
invention or patent based on this transferred technology shall belong to
those
who invent such invention or patent during the course of implement of this
contract except special promises between the parties.
6.
Liability
for Breach of Contract to
Transferor
(1).
Transferor shall return portion of or total charges as well as 5% penalty
to
transferee according to different situations if transferor does not provide
transferee with technologic data or guidance defined in this contract.
(2).
Transferee shall have the right to cancell this contract if transferor does
not
provide technologic data or guidance two months overdue. Transferor shall
pay 5%
penalty.
(3).
Transferor shall pay 5% penalty to transferee when transferee’s losses resulting
from transferor’s breach of contract and disclosure of confidential
technology.
7.
Liability
for Breach of Contract to
Transferee
(1).
Except for paying back using fees, transferee shall pay transferor 5% penalty
if
transferee does not pay using fees by terms and conditions stipulated in
this
contract; transferee shall cease to use the patented technology and return
related data and pay 5% penalty if transferee denies to pay using charges
or
penalty.
(2).
Transferor shall have the right to cancel this contract if transferee does
not
pay using fees two months overdue and transferee shall cease to use transferred
technology and return technological data and pay 5% penalty.
(3).
Transferee shall cease to breach of contract and pay 5% penalty if transferee
use this transferred technology beyond the scope of this contract.
(4).
Allowing the third party to use this patented technology without transferor’s
permission, transferee shall cease to breach of contract and return illegal
incomes and pay 5% of total amount as penalty.
(5).
Transferee shall return illegal incomes and pay 5% penalty to transferor
when
transferee breaches this contract and discloses the confidential
technology.
8.
Liability Commitment Terms of Tortious Risks
(1).
Transferor shall guarantee self as the exclusive legal owner of this patented
technology that shall not be in process of patent application by others.
Otherwise, transferor shall be responsible for legal liability by invading
other’s legal right and interest due to above matters.
9.
Solutions for Disputes: First is consultation, then it shall be delivered
to
arbitration agency if fails to consultation.
10.
This
contract is duplicate and each party holds one respectively and shall be
effective under signatures & seals by two parties.
Transferor:
Shaanxi Suo'ang Biological Transferee:
HanZhongWeiDa
Science
& Technology Co., Ltd
Commercial Company Limited
Legal
Representative: Ren Baowen Legal
Representative:
Xxxxxx
Xxxx
Date:
Dec. 25,2006 Date:
Dec. 25,2006
