Patent License Agreement
EXHIIBT
10.6
This
Patent License Agreement (the "Agreement") is made and entered into as of
January 9, 2009 (the “Effective Date”) in Zhengzhou, the People’s Republic of
China (the “PRC” or “China”):
Between
Licensor:
Xxxxx Xx
ID. No.:
000000000000000000
Address:
No.5, Xxxx 0, Xxxxxxxx 00, Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxxx.
And
Licensee:
Zhengzhou Shenyang Technology Co, Ltd.
Business
License No.: 410100100008310
Address:
Xxxxxxxx 00, Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx.
Licensor
and Licensee shall be referred to individually as a “Party” and collectively as
the “Parties.”
WHEREAS:
1. Licensor
is the owner of a utility model patent entitled “Double-Sided Printed Circuit
Board for Cable TV Outdoor Optical Receiver (有线电视室外光接收机双面印刷电路板)”
(the “Patent”, which was granted as of January 30, 2002 with the Patent Number
of ZL 01 207855.7, and the Patent Certificate of which is attached as Exhibit A
).
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2.
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Licensor
agrees to license Licensee to use the Patent in accordance with terms and
conditions of this Agreement and Licensee agrees to accept such license in
accordance with terms and conditions of this
Agreement.
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NOW, the
Parties hereby agree as follows:
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1.
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Definition
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1.1
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Patent shall mean a
utility model patent entitled “Double-Sided Printed Circuit Board for
Cable-TV Outdoor Optical Receiver (有线电视室外光接收机双面印刷电路板)”
published by the SIPO as of January 30, 2002 with the Patent Number of ZL
01 207855.7, which Licensor licenses Licensee to
implement.
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1
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1.2
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Know-how shall mean the
technology that has not been in the public domain but is helpful for the
implementation of the Patented technology for industrial production
.
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1.3
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Technology Data shall
mean all documents relating to the Patent, all Know-how relating to the
implementation of the Patent, and design drawings, process drawings,
process formula, technological process and other technology
data.
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1.4
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Improved Technology
shall mean any improvement to the technology licensed by Licensor to
Licensee.
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1.5
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Exclusive License shall
mean Licensor to exclusively licenses to Licensee rights to implement the
Patent technology in the agreed term, territory and technology field in
accordance with terms and conditions set forth in this Agreement. Without
the written consent of Licensee, Licensor shall not retain any right to
use such Patent technology and enter into any license agreement with any
third party regarding the Patent. Licensee has the right to
sub-license any third party to implement the Patent without the consent of
Licensor.
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2.
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Mode
and Scope of Patent License
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2.1
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Licensor
to exclusively licenses to Licensee rights to implement the Patent within
the territory of the PRC during the license term set forth in Section
3.1. Without written consent of Licensee, Licensor shall not
sub-license any third party to make, use or sell any patented
articles.
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2.2
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Licensor
has the right to, at its sole discretion, use the Patent technology and
manufacture, use, offer for sale, sell and export the Patent products, or
license other parties to use the Patent technology and manufacture, use,
offer for sale, sell and export the Patent
products.
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2.3
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Licensor
agrees that Licensee has the right to sub-license the third party to use
the Patent technology; however, the scope of sublicense shall not exceed
the scope licensed by Licensor to Licensee as set forth in Sections 2.1
and 2.2.
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3.
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Term
of Patent License
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3.1
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The
term of license granted by Licensor to Licensee herein shall be from the
effective date of this Agreement to the expiration or termination date of
the Patent.
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2
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4.
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Delivery
of Patent Documents and Technology
Data
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4.1
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Licensor
shall deliver all Patent documents (the “Patent Documents”, including but
not limited to the Patent documents, Technology Data, Know-how, technology
standards and other technology, except for the documents which have been
delivered before the execution of this Agreement,), to Licensee within
three (3) days after the effective date of this
Agreement.
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5.
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License
Fees and Registration
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5.1
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Licensor
grants to Licensee a royalty-free Exclusive License to use the Patent
technology in accordance with the scope of license during the term of
license.
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5.2
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The
Parties agree to cooperate with each other to handle the registration and
filing procedures in accordance with the law. Licensee shall
bear the costs and fees for such
registration.
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6.
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Improved
Technology
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6.1
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Licensor
agrees that Licensee has the sole and exclusive right in and to the
Improved Technology and Licensee has the right to apply for patent,
copyright or other intellectual property rights regarding the Improved
Technology, and to request Licensor to provide necessary assistance for
such application.
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7.
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Representations,
Warranties and Covenants
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7.1
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Licensor represents and
warrants to Licensee as follows：
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7.1.1
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Licensor
warrants and represents that it has all necessary right, power and
capability to enter into and perform the obligations and liabilities under
this Agreement. This Agreement is binding on Licensor legally
and validly upon the execution
hereof.
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7.1.2
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Licensor
has legal and entire proprietary and control of the Patent, and has the
right and authority to enter into this Agreement and license the
Patent.
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7.2
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Licensee represents, warrants
and covenants to Licensor as follow：
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7.2.1
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Licensee
is a limited liability company duly organized and existing under the laws
of the PRC, and has all necessary right, power and capacity to enter into
and perform the obligations and liabilities under this
Agreement. This Agreement is legally and validly binding on and
enforceable to Licensee upon the execution
hereof.
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3
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7.2.2
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Licensee
shall enter into and perform this Agreement within its power and business
scope, and has adopted necessary corporate authorization, obtained all the
consents and approvals of the third party and governmental authorities,
and not violated all binding or applicable laws and limitations to the
company.
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8.
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Infringement
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8.1
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Where
either Party discovers that the Patent is infringed by a third party, such
Party shall inform the other Party immediately. Licensor shall negotiate
with the infringing party, or be responsible for addressing a petition to
the patent administrative authorities, or bringing a suit to the court,
and Licensee shall provide
assistance.
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9.
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Dispute
Resolution
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9.1
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In
the event of any dispute with respect to the construction and performance
of this Agreement, the Parties shall first resolve the dispute through
good faith amicable negotiations. In the event the Parties fail
to reach an agreement on the dispute within thirty (30) days after either
Party's request the resolution of the dispute through negotiations, such
Party may submit the relevant disputes to Zhengzhou Arbitration Commission
for resolution, in accordance with its then effective arbitration
rules. The arbitration shall be conducted in Zhengzhou, and the
language used during arbitration shall be Chinese. The
arbitration award shall be final and binding on both
Parties.
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10.
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Governing
law
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10.1
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The
effectiveness, construction, and enforcement of this Agreement hereunder
shall be governed by the laws of
PRC.
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11.
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Amendments
and Supplements
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11.1
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Any
amendments and supplements to this Agreement shall be in
writing. The amendment agreements and supplementary agreements
to this Agreement duly signed by the Parties shall be an integral part of
this Agreement and shall have the equal legal validity with this
Agreement.
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12.
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Severability
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12.1
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In
the event that any provision of this Agreement is found to be invalid and
unenforceable in any aspect in accordance with any laws or regulations,
such provision is invalid and unenforceable to the extent of relevant
jurisdiction under relevant laws and regulations, and the validity and
enforceability of the remaining provisions of this Agreement shall not be
affected or compromised in any
aspect.
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4
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13.
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Effectiveness
and Termination
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13.1
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This
Agreement is executed on the date first above written and shall take
effect as of such date. This Agreement shall expire upon
expiration or termination of the
Patent .
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14.
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Miscellaneous
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14.1
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This
Agreement is written in Chinese in four copies, each Party having one copy
while other two copies for filing.
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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Patent License Agreement as of the date first above
written.
Licensor:
Xxxxx Xx
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/s/ Xxxxx
Xx
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Licensee:
Zhengzhou Shengyang Technology Co., Ltd. (seal)
Legal
representative or authorized representative:
Name:/s/
Xxxxx Xx
5
Exhibit
A Patent Certificate
[Please
attach]
6
