Exhibit 10.4
License Agreement
Party A ("Licensor"): Xxxxx Xx
Party B ("Licensee"): Harbin Pacific Dragon Fertilizers Co. Ltd.
Legal Representative: Xxxxx Xx
Pursuant to Contract Law of People's Republic of China, the parties through
mutual negotiations hereby enter into this Agreement, under which Party A
licenses Party B to use the production process and formula of the proprietary
technology of "Tailong" Lvlingbao liquid compound fertilizer ("Technology").
1. Name of the Technology: production process and formula of "Tailong"
Lvlingbao liquid compound fertilizer.
2. Methods and scope: Party A authorizes Party B to use the Technology for
free in its production and business activities.
3. Term: from the date on which Party A licenses Party B the Technology to
December 31, 2009.
4. Obligations of Party A:
(a) Party A should continue to provide the materials and instruction of
the Technology after this Agreement takes into effect;
(b) Party A undertakes that Party A is the legal owner of the Technology
and does not use on his own or license the Technology to any other
party except Party B;
(c) During the term of this agreement, Party A shall not provide the
Technology to any third party or use the Technology himself, and keep
the confidentiality of the Technology.
5. Obligations of Party B:
(a) Party B shall not misappropriate the Technology in connection with any
illegal activities;
(b) Party B shall keep the Technology confidential during the term of this
agreement and after the expiration of the term of this Agreement.
6. In the event that a Party breaches the Agreement and causes damages to the
other Party, the breaching party should be obligated to compensate.
7. In the event a dispute arises between Party A and Party B in connection
with the implementation of this Agreement, the Parties shall settle such
dispute through friendly consultations. If the consultation fails to lead
to an agreement, either party can bring a lawsuit to a People's court
having jurisdiction.
8. This agreement shall become effective as of the date when both parties sign
and/or affix seals to it.
9. This agreement consists of two originals. Party A and Party B each retain
one copy with the same legal effect.
Party A: (signature)
Party B: Pacific Dragon Fertilizers Co. Ltd, (seal)
January 6, 2005
