Patents Implementation Licensing Contract
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Party
A:
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XXXXX
Xxxxxxx
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ID
Card No.:
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350582195807223091
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Party
B:
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Jinjiang
Hengda Ceramics Co., Ltd.
|
|
Legal
Representative:
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XXXXX
Xxxxxxx
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Pursuant to the "People’s Republic of
China Patent Law" and the relevant provisions of the "People’s Republic of China
Contract Law," the two parties hereto, based on consensus reached through
consultation, have entered into this Patents Implementation Licensing Contract
with the following provisions:
1. Party
A agrees to license all the patents and the rights thereto listed in Attachment
1 below (hereinafter, the "Patents") to Party B for Party B's exclusive
implementation and use within the borders of the People’s Republic of China;
Party B shall have the exclusive right to implement and use the
Patents.
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2.
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Implementation
and use licensing consideration
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Since Party A has been serving as Party
B's legal representative and director and Party A has received from Party B full
support necessary for obtaining the Patents, Party A will not receive any
consideration for licensing the Patents to Party B for Party B's exclusive
implementation and use; i.e., Party A agrees to license the Patents to Party B
without any compensation for Party B's exclusive implementation and use during
the term of the license.
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3.
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Termof
the license
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The two parties agree that the term of
the exclusive license of the Patents is the period starting from the date of
application to the expiration date of the valid period for each item specified
in the corresponding patent certificate; if the valid period of any item of the
Patents is extended, the term of the license will end on the expiration date of
the extended valid period of that item.
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4.
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Party
A's rights and obligations
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(1) Party
A shall be responsible for all the fees required to maintain the validity of the
Patents and ensure that they are valid during the period of Party B’s
implementation and use.
(2) Party
A has the right to conduct further research and development with the
Patents.
(3) Party
A must transfer all the certificates and the corresponding technical documents
related to the Patents to Party B.
(4) Party
A must provide relevant technical information related to the Patents to Party B
and/or provide guidance.
(5) Party
A must apply for the extension of the validity of the Patents at Party B’s
request.
(6) During
the term of the license, Party A shall not, or allow others to, implement and
use the Patents.
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5.
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Party
B’s rights and obligations
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(1) Party
B has the right to use the Patents lawfully during the term of the
licensing.
(2) Party
B has the right to conduct further research and development with the
Patents.
(3) During
the term of the license, Party B shall not allow any third party to implement
and use the Patents without Party A’s consent.
(4) During
the term of the license, Party B shall be entitled to and responsible for all
the income, disputes, law suits, arbitration or debt claims and obligations in
connection with the Patents; Party A must provide assistance (if
necessary).
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6.
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Follow-on
development
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Both
parties have the right to apply for patents for any new technology developed on
the basis of the Patents and whichever party that is the developer of the new
technology has such right, but the other party has the first right of refusal to
the transfer and implementation of any new technological result.
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7.
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Warranty
on the completeness of the Patents
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Party A warrants to Party B: the
Patents do not have any of the following defects: 1) the Patents are restricted
by any property right or pledge; 2) the implementation of the Patents is
restricted by other patents; 3) there is any possibility that the Patents will
be forced by the government to be implemented; 4) the invention under the
Patents is obtained illegally.
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8.
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Liability
for breach
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Any of the two parties hereto that
breaches this contract shall be responsible to bear all the liability for breach
pursuant to the relevant provisions of the “People’s Republic of China Patent
Law” and the “People’s Republic of China Contract Law.”
9.
All disputes arising from this contract must be settled
between the two parties through friendly consultation; if such consultation
fails, both parties shall have the right to resort to legal proceedings at the
people’s court.
10. The
performance and the interpretation of this contract are both governed by the
laws of the People’s Republic of China.
11. This
contract becomes effective on the day when it is signed and imprinted with seals
by the respective representatives of both parties.
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Party
A:
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/s/
XXXXX Xxxxxxx
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Party
B:
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/seal/
Jinjiang Hengda Ceramics Co., Ltd.
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|
Legal
Representative:
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/s/
XXXXX Xxxxxxx
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Executed
on May 8, 2009 in Jinjiang, Fujian Province
Attachment
1
List of
patents and patent rights licensed by PA to PB for PB’s exclusive implementation
and use under this contract:
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S/N
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Product
Name for this Exterior
Design
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Application
Date
Application
No.
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Valid
Period
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|||
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1
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Ceramic
Tile (A0008)
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11/18/2002
ZL
00 3 71105.1
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10
years from the
date
of application
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|||
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2
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Ceramic
Tile (A0009)
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11/18/2002
ZL
00 3 71107.8
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10
years from the
date
of application
|
|||
|
3
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Ceramic
Tile (0003)
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11/18/2002
ZL
00 3 28250.3
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10
years from the
date
of application
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|||
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4
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Ceramic
Tile (Hengda 02)
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11/18/2002
ZL
00 3 28516.2
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10
years from the
date
of application
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|||
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5
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Ceramic
Tile (3)
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11/18/2002
ZL
02 3 03115.8
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10
years from the
date
of application
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|||
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6
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Ceramic
Tile (2)
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11/18/2002
ZL
0213116.6
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10
years from the
date
of application
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|||
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7
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Ceramic
Tile (A0005)
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11/18/2002
ZL
02 3 49749.1
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10
years from the
date
of application
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|||
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8
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Ceramic
Tile (A0003)
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11/18/2002
ZL
02 3 49810.2
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10
years from the
date
of application
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|||
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9
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Ceramic
Tile (A0007)
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11/18/2002
ZL
02 3 49748.3
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10
years from the
date
of application
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|||
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10
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Ceramic
Tile (A0002)
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11/18/2002
ZL
02 3 71106.X
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10
years from the
date
of application
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|||
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11
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Ceramic
Tile (A0006)
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11/18/2002
ZL
02 3 71108.6
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10
years from the
date
of application
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|||
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12
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Ceramic
Tile (A0010)
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11/18/2002
ZL
02 3 71104.3
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10
years from the
date
of application
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|||
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13
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Ceramic
Tile (A0004)
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11/18/2002
ZL
02 3 71102.7
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10
years from the
date
of
application
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