Processing Contract
Exhibit
10.23
English
Translation of Chinese Version
Party
A:
Jilin COFCO Coca-Cola Beverages Co. Ltd.
Party
B:
Changchun Taodai Beverage Co. Ltd.
Whereas,
Party A hereby grants to Party B the right to manufacture and sell bottled
water
products under the brand (INTENTIONALLY
DELETED)
subject
to certain territorial limitations. Party B hereby agrees to produce and process
bottled water products for Party A under the brand (INTENTIONALLY
DELETED).
1.
|
Party
A shall have the right to inspect and examine Party B’s facilities,
equipments and bottling methods utilized in the production of Party
A’s
products. Party B shall produce the products in accordance with
Party A’s
requirements and specifications, which may vary from time to
time.
|
2.
|
The
contract shall commence on September 1, 2005, supplemented by purchase
orders issued by Party A.
|
3.
|
The
provision of the fixed purchase price shall be in effect from September
1,
2005 to September 1, 2006, as follows:
|
(INTENTIONALLY
DELETED)
1)
After
September 1, 2006, the price shall be determined as agreed upon by both parties.
If no agreement is reached, the fixed prices provided above shall be
applied.
2)
If
Party B established facilities outside of the development zone where Party
A is
located and thus increase the expenses of the transportation, Party B agrees
to
bear all the transportation expenses incurred therefrom.
4.
|
Party
B shall (i) use such type of blowing machine as specified by Party
B to
produce PET bottles for Party A’s products, which blowing machines shall
be used solely for Party A’s products and (ii) use the raw materials
provided by Party A. The configuration design of the bottles shall
be
conducted by Party A, and Party A shall bear the costs
associated therewith. The packaging materials and other raw
materials for packaging shall be examined and approved by Party A.
The PET plastic wrap shall be provided by Party
B.
|
5.
|
The
quality of the products shall comply with the standard provided by
Coca-cola and GB17323 standard. Party A shall have the right to terminate
the contract without penalty if the products by Party B failed to
comply
with the aforementioned standard more than three times.
|
6.
|
Party
A shall deliver the products to such locations as designated by Party
B.
|
7.
|
Party
A shall make monthly payments to Party B, based on the amount of
the
products supplied by Party B.
|
English
Translation of Chinese Version
8.
|
Party
B shall use all measures as necessary to keep all the information,
materials and technical information with respect to the products
confidential (the “Confidential Information”). Party B shall use the
Confidential Information solely for the purpose of the performance
under
this contract. Party B shall not disclose the Confidential Information
to
any third party at any time. Party B shall destroy the Confidential
Information as directed by Party A or after the termination of this
Contract and shall not maintain any copy of the Confidential Information.
|
9.
|
Party
A is entitled to terminate the contract upon breach of this contract
on the part of Party B and shall be entitled to any damages arising
therefrom. (INTENTIONALLY
DELETED)
|
10.
|
(INTENTIONALLY
DELETED)
|
11.
|
Party
B shall not assign this contract to any other party without Party
A’s
written consent. Any amendment to this contract shall not be made
without
both parties’ written consent.
|
12.
|
Any
dispute arising from this contract shall be determined by Beijing
Arbitration Commission.
|
13.
|
The
term of this contract shall commence on September 1, 2005 and end
on
September 1, 2008.
|
2