INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT
Exhibit
10.6
THIS INTELLECTUAL PROPERTY RIGHTS
TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of this
September 8, 2010 (the “Effective Date”), by and between Liaoning Creative
Bellows Co., Ltd., a company organized under the laws of the People’s Republic
of China (the “PRC”) (“Company” or “Licensee”) and Bei Lu
(“Licensor”).
RECITALS
A. Licensor
owned the patent identified in Schedule A hereto (the “Patent”), which is used
in connection with the business of the Company.
B. Licensor
agreed to transfer to Licensee the Patent (the “Initial Agreement”) and received
the approval of the transfer by the State Intellectual Property Office of the
PRC (“SIPO”) attached hereto as Exhibit I.
C. Licensor
and Licensee are entering into this Agreement to establish the terms of the
License (as defined in Section 1(a) hereof).
D. Licensor
desires the ownership of any and all patents, trademarks, copyrights and trade
secrets, know-how, plans, designs, any other intellectual property or
proprietary rights recognized in any country or jurisdiction worldwide,
including, without limitation, moral rights and similar rights (collectively,
the “Intellectual Property”) arising out of the past or future businesses of the
Company or any wholly owned subsidiary of the Company (each a “Company Entity,”
collectively the “Company Entities”) to be owned exclusively by a Company
Entity.
NOW, THEREFORE, the parties,
intending to be legally bound, hereby agree as follows:
1.
Grant of License
(a) License to Use Patent. The
parties hereto acknowledge and confirm that Licensor granted to Licensee for
good and valuable consideration, the receipt of which is acknowledged hereby, a
license (the “License”), effective as of September 17, 2007, for the world-wide,
exclusive, royalty-free, sub-licenseable, assignable, and irrevocable right to
use, reproduce, distribute (through one or more tiers), create derivative works
of, publicly perform, publicly display, digitally perform, make, and have, in
any media now known or hereafter known, the Patent, all improvements,
modifications and enhancements made by Licensor or Company, and all derivative
works thereof, which may not be cancelled by the Licensor until such time as the
ownership of such Patent was effectively transferred to the Company pursuant to
PRC laws.
(b) Registration of the License.
Licensor has filed the License with the competent PRC government
authorities for recordal pursuant to the applicable PRC regulations, the
approval of which is set forth on Exhibit I attached hereto.
2.
Future Intellectual
Property. Licensor agrees that all Intellectual Property owned by it
arising out of the past or future operations of a Company Entity not transferred
pursuant to this Agreement shall be owned exclusively by a Company Entity and
Licensor shall take all such steps necessary to transfer the ownership of any
such Intellectual Property not transferred pursuant to Section 1(b) hereof.
Until the transfer of all such Intellectual Property receives Official Approval,
such Company Entity shall have a License to such Intellectual Property as set
forth in Section 1(a) hereof.
3.
Limitation of Liability.
IN NO
EVENT SHALL LICENSOR BE LIABLE WITH RESPECT TO ITS OBLIGATIONS HEREUNDER OR
OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS, LOSS OF DATA, AND BUSINESS
OPPORTUNITY) SUFFERED BY LICENSEE OR ANY THIRD PARTY.
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4.
Term and
Termination. The term (“Term”) of this Agreement shall commence upon the
date hereof, and continue perpetually.
5.
General Provisions.
(a) Notices. All notices and
demands hereunder shall be in writing and shall be served by personal service or
by mail at the address of the parties first set forth in the preamble (or at
such different address as may be designated by such party by written notice to
the other party). All notices or demands by mail shall be by certified or
registered mail, return receipt requested, or by nationally-recognized private
express courier, and shall be deemed complete upon receipt.
(b) Governing Law. This Agreement
shall be governed by and construed in accordance with the substantive laws of
the PRC, without regard to principles of conflict of laws. Licensor and Licensee
each agree that any dispute between the parties arising from or in connection
with this Agreement shall be submitted to the China International Economic and
Trade Arbitration Commission for arbitration in Liaoning in accordance with its
Arbitration Rules then in force. The arbitration award shall be final and
binding upon the parties. During the arbitration period, except for any matters
under arbitration, the parties shall continue to perform this
Agreement.
(c) Force Majeure. No party shall
be responsible for delays or failure of performance resulting from acts beyond
the reasonable control of such party. Such acts shall include, but not be
limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics,
failure of suppliers to perform, governmental regulations, power failure(s),
earthquakes, or other disasters. Performance times shall be considered to be
extended for a period of time equivalent to the time lost because of such
delay.
(d) Headings. The titles and
headings of the various sections and paragraphs in this Agreement are intended
solely for convenience of reference and are not intended for any other purpose
whatsoever or to explain, modify, or place any construction on any of the
provisions of this Agreement.
(e)
All Amendments in Writing. No
supplement, modification, or amendment of this Agreement shall be binding,
unless executed in writing by a duly authorized representative of each party to
this Agreement.
(f)
No Waiver. A failure of any
party hereto to exercise any right provided for herein shall not be deemed to be
a waiver of any right hereunder.
(g) Entire Agreement. The parties
have read this Agreement and agree to be bound by its terms, and further agree
that it, together with all Schedules hereto (the terms of which are incorporated
herein by this reference), constitutes the complete and entire agreement of the
parties and supersedes all and merges all previous communications, oral or
written, and all other communications between them relating to the subject
matter hereof. No representations or statements of any kind made by any party
hereto that are not expressly stated herein shall be binding on such party. In
case the parties hereto execute such further documents pursuant to Sections 1
and 2 hereof and there is any conflict or inconsistency between such other
documents and this Agreement, this Agreement shall prevail.
(h) Severability. In the event
that any provision of this Agreement is held invalid by a court with
jurisdiction over the parties, such provision shall be deemed to be restated to
be enforceable, in a manner which reflects, as nearly as possible, the original
intentions of the parties in accordance with applicable law. The remainder of
this Agreement shall remain in full force and effect.
[Signature
Page Follows]
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IN WITNESS WHEREOF, the
parties, intending to be legally bound, have executed this Agreement by their
duly authorized representatives as of the date set forth above.
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LIAONING
CREATIVE BELLOWS CO., LTD.
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By:
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/s/ Bei Lu
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Name:
Bei Lu
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Title:
Chairman and Chief Executive Officer
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Address:
C District, Maoshan Industrial Park,
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Tieling
Economic Development Zone,
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Teiling,
Liaoning Province, China 112616
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BEI
LU
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By:
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/s/ Bei Lu
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Address:
c/o Liaoning Creative Bellows Co., Ltd.
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C
District, Maoshan Industrial Park,
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Tieling
Economic Development Zone,
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Teiling,
Liaoning Province, China
112616
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3
SCHEDULE
A
INTELLECTUAL
PROPERTY
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No.
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Patent
Name
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Patent
Number
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From
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Expiration
Date
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Cert.
No.
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1
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Connecting
Bend Pipe
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ZL
2004 2 0070406.9
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Bei
Lu
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August
24, 2015
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721124
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EXHIBIT
I
APPROVAL
OF PATENT TRANSFER
