Cooperation Agreement
EXHIBIT
4.9
Parties
Golden
Group Corporation (Shenzhen) Limited
Graduate
School (Shenzhen) of Beijing University or GSBU (Shenzhen)
February
17, 2006
Golden
Group Corporation (Shenzhen) Limited (“Golden Group”) enters into a cooperation
agreement with the Graduate School (Shenzhen) of Beijing University, or GSBU
(Shenzhen), whereby both parties agree to join their efforts to establish a
laboratory to conduct research in the field of video surveillance (the
“Laboratory”).
Cooperation
Arrangement
1.
GSBU
(Shenzhen) agrees to provide office and laboratory facilities while Golden
Group
agrees to furnish the necessary equipment and to provide XXX 0 xxxxxxx xx XXXX
(Xxxxxxxx). A separate account will be established under the name of the
Laboratory. Payments by Golden Group shall be made directly to the account
of
the Laboratory and shall be used solely to purchase needed equipment for the
Laboratory or conduct related research.
2.
GSBU
(Shenzhen) agrees to conduct research on the projects defined by Golden Group,
as well as related academic theories, mostly in the field of video surveillance.
The Laboratory will be operated mainly by professors and students from GSBU
(Shenzhen), alongside with the assistance of 2-4 Golden Group engineers.
3.
After
the execution of the agreement, the Laboratory will be named Beida-Golden
Laboratory System for Video Surveillance.
Rights
and obligations
1.
Payments by Golden Group will be disbursed on a project-by-project basis and
shall be used solely for the purpose of purchasing needed equipment for the
Laboratory or conducting related research.
2.
GSBU
(Shenzhen) agrees to assign its outstanding graduate students to work for the
Laboratory, and the expense and compensation for the students’ research will be
covered by the project funding provided by Golden Group.
3.
GSBU
(Shenzhen) agrees to provide two offices for the use of Golden Group engineers.
4.
The
compensation and expense of the engineers will be borne by Golden Group.
5.
Any
research product jointly developed by Golden Group and GSBU (Shenzhen) will
be
jointly owned by Golden Group and GSBU (Shenzhen) and cannot be transferred
by
one party to a third party without the consent of the other party.
6.
The
intellectual property rights of any product generated from projects requested
by
Golden Group will be owned by Golden Group and cannot be transferred without
Golden Group’s consent.
7.
GSBU
(Shenzhen) further agrees to keep confidential any information derived directly
or indirectly from the research projects.
8.
Both
parties agree to join their efforts in expanding their international
communications and cooperation.
9.
GSBU
(Shenzhen) agrees to provide professional and theoretical training to Golden
Group’s employees.
10.
Both
parties agree to cooperate in publishing articles and academic publications
in
the fields of computer security and video surveillance.
12.
Golden Group agrees to provide students at GSBU (Shenzhen) with opportunities
to
tour Golden Group and observe its business operations, subject to Golden Group’s
regulations.
The
agreement may be subsequently amended or supplemented by both parties.
Golden
Group Corporation (Shenzhen) Limited
/s/
Xxxxxxx Xxxxx
Graduate
School (Shenzhen) of Beijing University
Seal
