Patents Transfer Contract
Preface (Whereas)
-- Whereas, the Transferor (patent holder), Dalian Fushi Bimetallic
Manufacturing Co., Ltd., owns the patents attached in Annex 1.
-- Whereas, the Transferee, Dalian Diversified Product Inspections Bimetallic
Cable Co., Ltd., desires to obtain the patents aforesaid, based on its
acknowledgement of such patents.
-- Whereas the Transferor agrees to transfer the patents to the Transferee.
The Transferor agrees to transfer all of the patents listed in Annex 1 for
RMB 100,000 Yuan and both parties agree to enter into this Contract. The
Transferee will become the legal owner of these patents from the date on which
the patents transfer registration is published by the Patent Office of P.R.C.
Article 1 Materials to be Transferred from the Transferor to the Transferee (the
"Patent Materials")
1. All of the application materials submitted to the Patent Office of
P.R.C., which may include descriptions, applications, attached drawings,
excerpts or drawings attached to excerpts, request letters, opinions,
statements, changes of the bibliographic data, decisions to restore revoked
patents, and power of attorney etc;
2. All documents issued by the Patent Office of P.R.C. to the Transferor,
which may include the acceptance notice, correspondences on any interim
decisions, patent issuance letters, patent certificates and their duplicated
certificates;
3. All license contracts (together with any contract exhibits) under which
the Transferor has licensed the patents to a third party;
4. All documents evidencing the validity of the patents issued by the
Patent Office of P.R.C., which include 1) the receipts evidencing the payment of
the most recent patent annual fee, any 2) decisions issued by the Patent Office
of PRC, the Patent Appeal Committee, or the People's Courts supporting the
validity of the patents in cases where any third party petitions to revoke the
patents or declare the patents invalid;
5. All approval documents issued by competent authority or the relevant
competent department of the State Council if the approval for the transfer in
this Contract is required.
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Article 2 Time, Place and Method to Transfer the Patent Materials
1. Time to Deliver the Patent Materials
The Transferor shall transfer the Patent Materials to the Transferee
within 10 days after paying the transfer fee, after the Contract is effective.
2. Method and Place to Deliver the Patent Materials
The Transferor shall deliver the Patent Materials and the list for the
Patent Materials to the Transferee in person.
The delivery place shall be the place of the Transferee.
Article 3 Exploitation and License of Patent
If the Transferor has commenced exploitation of the patents prior to the
execution of this Contract, the transfer is subject to the Transferor's prior
use and the Transferor can continue such exploitation after the execution of
this Contract.
If the Transferor has licensed the patents to any third party, its rights
and obligations under the license agreements shall be assigned to the Transferee
upon the effectiveness of this Contract.
Article 4 Assignment Fee and Payment
The assignment fee is RMB 100,000 Yuan, which shall be paid in cash by the
Transferee to the Transferor within two months after this Contract is executed
by both Parties.
Article 5 Revocation and Invalidation of the Patent Right
In accordance with Article 50 of the PRC Patent Law, if the transferred
patents are revoked or declared invalid, the Transferor is not required to
return the transfer fee to the Transferee, and the Transferee is not required to
return the Transferred Materials to the Transferor, if the Contract does not
violate the principle of fairness and the Transferor did enter into this
Contract in bad faith or cause any loss to the Transferee.
The Transferor shall return the transfer fee if the Contract violates the
principle of fairness or the Transferee has incurred losses due to the bad faith
of the Transferor.
Upon the effectiveness of this Contract, if a third party appeals to the
People's Courts for revocation of any of the patents, or petitions to the Patent
Office of PRC to declare the patents invalid, or files a lawsuit in courts to
challenge the decision of the Patent Appeal Committee, the Transferee shall be
responsible to defend such lawsuits and pay for the related court fees or
expenses.
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Article 6 Transitional Period
1. During the period after this Contract is executed and prior to the
publication date on which the transfer is published by the Patent Office (the
"Transitional Period"), the Transferor shall maintain the validity of the
patents and shall pay for the annual fee and renewal fee for these patents.
2. After the publication date on which the transfer is published by the
Patent Office, the Transferee shall be responsible for maintaining the validity
of the patents. It shall pay the annual fee or renewal fee, respond to any
patent administrative revocation procedure and patent invalidity request
procedure, and defend any request to declare the patents invalid.
3. During the Transition Period, this Contract shall be terminated if both
Parties fail to perform this Contract due to force majeure.
Article 7 Fees and Taxes
1. In accordance with the Tax Law of P.R.C, any tax payable on the
transfer fees under this Contract shall be payable by the Transferor if the both
parties are Chinese citizens or corporations.
2. In accordance with the Tax Law of P.R.C and the Income Tax Law for
Foreign Invested Enterprises and Foreign Entities, the Transferor shall pay the
tax on the transfer fee under this Contract if the Transferor is a foreign
citizen or corporation.
3. If the Transferor is a Chinese citizen or corporation while the
Transferee is a foreign citizen or corporation, the payment of tax on the
transfer fee shall be made in accordance with the law of the country or district
where the Transferee is from.
Article 8 Breach of the Contract and Claim for Damages
To the Transferor:
1. If the Transferor refuses to submit the Transferred Materials to the
Transferee and complete the related procedures, the Transferee shall have the
right to terminate this Contract, request a return of transfer fee, and seek
damages for the breach.
2. If the Transferor delays in delivering the Transferred Materials and
completing the related procedures (including the application to the Patent
Office for change of register owner) without any reason, the Transferor shall
pay a penalty to the Transferee for each month that is delayed. If The
Transferor delays for more than two months, the Transferee has the right to
terminate this Contract and request a return of the transfer fee.
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3. If the Transferor breaches the agreement under Article 6(1) of this
Contract, the Transferor shall pay to the Transferee any damages resulting from
such a breach.
To the Transferee
1. If the Transferee refuses to pay the transfer fee, the Transferor has
the right to terminate the Contract, return the Transferred Materials, and
request a compensation for its loss or damages resulting from the breach of the
Contract.
2. If the Transferee breaches the agreement under Article 6(2) of this
Contract, the Transferee shall pay to the Transferor any damages resulting from
such a breach.
For the purpose of this Article 8, "damage" shall mean the actual loss
resulting from a breach of the Contract.
Article 9 Settlement of Disputes
1. Any disputes under the Contract shall be settled at first through
friendly consultation between the parties hereto.
2. In case no settlement can be reached through consultation, each Party
shall have the right to petition to the patent administrative bureau for
mediation at the Transferee's place of principal office. If any of the parties
is not satisfied with the mediation result, the parties may challenge the result
in courts.
Article 10 Agent's Fee
If the Parties retain an agent to complete the transfer registration
procedures, any agent's fees shall be borne equally by both Parties.
Article 11 Miscellaneous
Any unforeseeable technical problems or legal problems that are not
covered in the provisions of this Contract shall be further negotiated and
agreed to by the Parties hereto.
Article 12 Effectiveness of Contract
This Contract shall be binding on both Parties upon the execution of this
Contract and shall become effective upon the date on which the Patent Office of
PRC registers and publishes the "Changes of the Bibliographic Data" made by the
parties.
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Party A: Dalian Fushi Bimetallic Manufacturing Co., Ltd. (stamp)
Address: Xx.000 Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxx
Representative (signature):
Party B: Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd
(stamp)
Address: Xx.00, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxx
Representative (signature):
Signed on: Dalian City, Liaoning Province
Date: December 13, 2005
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Annex 1:
Name and Number of transferred Patent:
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Name of Utility Models No.
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1 Coating Device of copper-clad aluminum ZL200420031104.0
conductor and copper clad steel wire
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2 Roll compacting method to produce ZL200320105377.0
copper-clad aluminum conductor
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3 Confectioning roll of Polyamine ester ZL200320105378.5
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4 Flat brush of aluminum pole ZL200320105379.X
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