The Royalty Contract
Royalty ( Party A): Xianyang Pianzhuan Group Corp.
Rolyaltee (Party B): Xianyang Daming Electronics Co. Ltd
(Party C): Xiangyang Yongxin Electronics Co. Ltd.
Party A and Party B, Party C signed the contract based on:
1). Party A applied for the registration of PIANZHUAN brand in National
Industrial and Commercial Regulatory Bureau on Aug 23rd, 1996, which has been
accepted formally by Royalty Bureau;
2). Party A confirmed itself the sole legal owner of PIANZHUAN with no
negatives, which shall be approved by Royalty bureau.
1. Conception
The terms below contain the meaning as follows unless being specific in the
contract:
1.1. The Royalty: the royalty being applied for registration attached in the
contract as Enclosure 1;
1.2. Subsidiary: the company being 100% owned, its shares being hold and shared
or other economic entity;
1.3. The Goods: the goods being showed in the contract as Enclosure 2.
2. Party A agrees that Party B and Party C as well as their subsidiaries may use
the royalty for their goods without any payment.
3. Party A is authorized to supervise the quality under the royalty being used
by Party B and Party C who guarantee the goods quality under the royalty shall
never be worse than the existing standard.
4. Party A has the obligation in extending registration as well as pay for the
related fee.
Party B and C have the obligation in informing the Party A without delay upon
recognition with the royalty being unlegally used and try best to assist Party A
in maintain its legal rights for the royalty.
5. Party A promises and guarantees as follows:
5.1. Party A guarantees its legal ownership of the royalty and the registration
approval as soon as possible, the royalty and its use being valid and effective
without violating the third party's rights within the registration area
limitation as well as any lawsuits, argument and law procedure;
5.2. Party A shall extend registration in The Royalty Bureau before the
expiration pursuant to 24th
provision of The Royalty Law and maintain the permanent legal registration
with effort.
6. Party A and Party B promise and guarantee as follows:
6.1 Party B or C shall pay for Party A's loss ( includes but not less than loss
in profit or operation or reputation) caused directly or in directly by using
Party A's royalty in production.
6.2. Party B or C shall never or let others affect the royalty registration or
Party A's rights for the royalty;
6.3. Party B or C shall never behave like an owner of the royalty in case being
misunderstood by others;
6.4. Party B or C shall never permit any third party except its subsidiaries to
acquire for the use of the royalty allowed by the contract provided other
specific agreement;
6.5. Party B or C shall inform Party A upon recognition with the royalty being
violated without delay as well as assist Party A in maintaining the rights of
the royalty.
7. Party A, B or C shall pay for the total loss caused by the argument, lawsuits
and legal obligation because of the guarantee's promised in 5th and 6th clauses
being incorrect, untrue or misunderstood.
8. Party A, B or C confirms that Party B or C shall never enjoy other rights for
the royalty except the using right of the royalty authorized by Party A
stipulated in the contract.
9. Party B or C may inform Party A in writing with terminating the contract
without permission of Party A because of development. The contract and its
effective shall expire one month later since the date of informing, whereas the
other two Parties still apply to the contract.
10. The Party A, B or C may inform other two Parties to terminate the contract
in the condition of any one of the following:
10.1. Any Party who abides the duty has involved in a loss because of any other
Party breaks the stipulations of the contract without any compensation within 14
days after being noticed by the abiding Party;
10.2. Any party cannot afford to pay for the debts of has been declared to
settle the assets and liabilities.
11. The contract is formulated, explained and implemented in accordance with The
Royalty Law.
12. The contract is valid for 10 years since the signature by the respective
legal representative of the Party A, Party B and Party C. The contract shall
keep valid automatically upon the expiration pursuant to the related laws and
regulations of PRC provided any Party notice any other two Parties 3 months
prior to the termination.
13.14. Any Party may claim lawsuits for Chinese People's Court in case any
argument occurred on the contract or its implementation, the Party who looses
the lawsuits shall pay for the lawsuits expense and other related expenses
provided other specific provisions by law.
14. The contract shall be in quadruplicate with the same legal effect, one for
each Party and one for The Royalty Bureau for reference.
15. The contract is signed on Sep 1st, 1996 in Xianyang, Shannxi, China.
Party A:
The legal representative or authorized representative:
Party B:
The legal representative or authorized representative:
Party C:
The legal representative or authorized representative:
