PROTOTYPE PRODUCT DEVELOPMENT AGREEMENT
PROTOTYPE
PRODUCT DEVELOPMENT AGREEMENT
THIS
DEVELOPMENT AGREEMENT (“Agreement”)
is
entered into and effective as of this 29th
day of
April 2008, by and between Xxxxx
U
Science & Technology (Group) Ltd. (hereinafter referred to as “Party
A”),
a
corporation organized and existing under the laws of Macau, and having its
principal office at Xx. 0 Xxxxxxx Xxxx 2, Nanping Science & Xxxxxxxxxx
Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx and Zhuhai
Yuemao Laser Facility Engineering Co., Ltd. (hereinafter referred to as
“Party
B”),
a
Chinese company organized under the laws of the People’s Republic of China
(“PRC”)
and
having its registered office at Xx.0 Xxxxxxx Xxxx 0, Xxxxxxx Science &
Technology Industrial Park, Zhuhai City, Guangdong Province, China. Party A
and
Party B are each referred to herein as a “Party”
and
collectively as the “Parties.”
RECITALS
WHEREAS,
Party
A
and Party B are owned by the same owners.
WHEREAS,
Party A desires to have Party B develop certain prototype products
(“Products”),
and
Party B is willing to develop the Products for Party A pursuant to the terms
and
conditions of this Agreement.
NOW,
THEREFORE, the Parties agree as follows:
|
1.
|
SCOPE
OF WORK; SALES
RIGHT
|
|
1.1
|
Party
B agrees to develop the Products of which the sample products are
more
specifically described in Appendix 1.
|
|
1.2
|
Party
B shall have the right to sell, at its sole discretion, the Products
to a
third party.
|
|
2.
|
DELIVERY
OF TECHNICAL
INFORMATION
|
As
soon
as practicable at or after the execution of this Agreement, Party A shall
transfer to Party B all relevant technical information relating to the
Products.
|
3.
|
PAYMENT
|
In
consideration of the relationship between the two Parties, Party B has been
developing these prototype products as a courtesy and free of charge. Party
A
agrees it will pay Party B a 1% royalty fee on Party A’s actual sales of the
products. The total amount will be paid when actual sales occur and will be
paid
on a quarterly base.
|
4.
|
INTELLECTUAL
PROPERTY
OWNERSHIP
|
The
Parties acknowledge and agree that Party A or its affiliates shall own all
right, title and interest in and to the Products, including without limitation,
any know-how, trade secrets, plans, designs, processes, formulas, manufacturing
techniques, discoveries, inventions and ideas, product specifications in
connection with the development of the Products as well as any and all
intellectual property rights invented solely by Party B.
|
5.
|
REPRESENTATIONS
|
Each
party hereby represents and warrants that it has the full right, authority
and
power to enter into this Agreement and to make, assume and fully perform the
obligations set forth herein, and that this Agreement has been duly executed
and
constitutes the valid and binding obligation of such party, and is enforceable
in accordance with its terms.
|
6.
|
CONFIDENTIALITY
|
|
6.1
|
Each
Party shall maintain the secrecy and confidentiality of, and not
disclose
to any third party or person, any proprietary, secret or confidential
data
and information relating to the other Party and its business operations
and other such information as disclosed to a Party by the other Party
at
any time during or for the purpose of negotiation and implementation
of
this Agreement (“Confidential
Information”).
|
|
6.2
|
No
Party shall use any Confidential Information of the other Party for
its
own purposes or any purpose other than implementing this
Agreement.
|
|
7.
|
TERM
AND TERMINATION
|
|
7.1
|
This
Agreement shall become effective as of the date hereof, shall continue
in
full force until expiration or termination of this
Agreement.
|
|
7.2
|
Party
A may, at its sole discretion, terminate this Agreement at any time
which
it considers appropriate.
|
|
7.3
|
Upon
any breach by Party B of any of its obligations hereunder, Party
A may
terminate this Agreement by written notice to Party B. Such notice
of
termination shall be effective upon
receipt.
|
|
7.4
|
Upon
the change in ownership of Party B or the consolidation with or merger
into any other corporation or entity by Party B, Party A may terminate
this agreement by giving notice to Party B. Such notice of termination
shall be effective immediately upon
receipt.
|
|
7.5
|
Notwithstanding
the foregoing, any termination or expiration of this Agreement shall
not
release any party from any liability or obligation which has already
accrued as of the date of such termination or expiration.
|
|
8.
|
NOTICE
|
|
8.1
|
All
notices between the Parties shall be written in Chinese and in English
and
delivered, either by courier, registered airmail, fax or telegram,
to the
following addresses:
|
|
To
Party A:
|
Xxxxx
U Science & Technology (Group) Ltd.
|
|
Room
2308, Yuanyangmingzhu Plaza
|
|
|
Hujiangxincheng,
Tianhe District
|
|
|
Guangzhou,
Guangdong Province, PRC 510623
|
|
|
Attention:
Xxxxxxxx Xxxx
|
|
|
Tel:
x00 00-0000-0000
|
2
|
To
Party B:
|
Zhuhai
Yuemao Laser Facility Engineering Co., Ltd.
|
|
Xx.0
Xxxxxxx Xxxx 0,
|
|
|
Xxxxxxx
Science & Technology Industrial Park,
|
|
|
Zhuhai
City, Guangdong Province, PRC 519060
|
|
|
Attention:
Xxxx Xxxx
|
|
|
Tel
: 00-000-0000000,
8682787
|
|
9.
|
GOVERNING
LAW AND DISPUTE
RESOLUTION
|
|
9.1
|
This
Agreement shall be governed by and construed according to the laws
of the
United States.
|
|
9.2
|
Any
dispute, controversy or claim arising out of or in connection with
this
Agreement or the breach, termination or invalidity thereof (“Dispute”)
shall be settled through friendly consultations between the Parties.
If no
settlement can be reached through consultations within 60 days from
the
date on which one Party first notifies the other Party in writing
of the
existence of a Dispute, then the Dispute shall be submitted to the
Hong
Kong International Arbitration Centre (“HKIAC”)
to be finally settled by arbitration in accordance with the Rules
of that
Centre by sole arbitrator appointed in accordance with those
Rules.
|
|
9.3
|
The
place of arbitration shall be Hong Kong. The arbitration proceedings
shall
be conducted in English and shall take place in Hong Kong. The arbitration
award shall be final and binding upon the Parties, and the Parties
agree
to be bound thereby and to act
accordingly.
|
|
10.
|
FORCE
MAJEURE
|
Neither
Party shall be liable or considered in default for failure to perform any
obligation under this Agreement because of an occurrence of force majeure,
which
for the purpose of this Agreement shall include any event beyond the control
of
the Parties which is not foreseeable, or, if foreseeable, is unavoidable, and
which prevents the completion of any of the obligations of the Parties of this
Agreement.
|
11.
|
ASSIGNMENT
|
This
Agreement is personal to Party B, and Party B shall not transfer or assign
this
Agreement or the rights hereunder, to any third party without the prior written
consent of Party A or any successor of Party A.
3
| 12. |
WAIVER
|
Any
waiver by either Party of a breach by the other Party of any obligation under
this Agreement shall not constitute a waiver of any succeeding breach by such
other Party of the same obligation. The failure of either Party to exercise
any
of its rights provided under this Agreement shall not constitute a waiver of
such right.
|
13.
|
SEVERABILITY
|
No
provisions of this Agreement found illegal, against public policy or otherwise
unenforceable shall in any way invalidate or render unenforceable any other
provision or provisions of this Agreement and each such provision hereunder
shall be considered separate and severable.
|
14.
|
ENTIRE
AGREEMENT
|
This
Agreement constitutes the entire agreement between the Parties relating to
the
development of Products and supersedes any prior negotiations, representations,
understandings, memoranda or commitments in respect thereto.
[The
remainder of this page is intentionally left blank]
4
IN
WITNESS WHEREOF, THE PARTIES HAVE CAUSED THEIR DULY AUTHORIZED REPRESENTATIVES
TO EXECUTE THIS AGREEMENT IN DUPLICATE AS OF THE DAY AND YEAR FIRST WRITTEN
ABOVE.
|
XXXXX
U SCIENCE & TECHNOLOGY (GROUP)
LTD.
|
|
By:
|
/s/
Xxxxxxxx
Xxxx
|
|
Name:
|
Xxxxxxxx
Xxxx
|
|
Title:
|
Chairman
of the Board of Directors
|
|
PARTY
B:
|
|
|
ZHUHAI
YUEMAO LASER FACILITY ENGINEERING CO.,
LTD.
|
|
By:
|
/s/
Xxxx Xxxx
|
|
Xxxx
Xxxx
|
|
|
Title:
|
General
Manager
|
5
APPENDIX
1
PRODUCTS
|
I.
|
Sample
Prototype Products in PV Module
Series
|
|
Name
|
Characteristics
|
Specifications
|
||
|
Solar
modules GYSP-200
|
Open
circuit voltage(Voc): 48V
Optimum
operating voltage: (Vmp)37.5V
Short
circuit current(Isc): 5.46A
Optimum
operating current(Imp): 5.2A
Peak
power(Pm): 200W
|
Monocrystalline
silicon
Dimension(mm):1830x825x50
Tolerance:
±5%
Weight:16.9kg
Maximum
system voltage: 1000V DC
|
||
|
Solar
modules GYSP-180
|
Open
circuit voltage(Voc): 44.9V
Optimum
operating voltage: (Vmp)38.6V
Short
circuit current(Isc): 5.1A
Optimum
operating current(Imp): 4.68A
Peak
power(Pm): 180W
|
Monocrystalline
silicon
Dimension(mm):
1715x802x45
Tolerance:
±5%
Weight:
16.9kg
Maximum
system voltage: 1000V DC
|
||
|
Solar
modules GYSP-175
|
Open
circuit voltage(Voc): 44.06V
Optimum
operating voltage: (Vmp)35.5V
Short
circuit current(Isc): 5.25A
Optimum
operating current(Imp): 4.95A
Peak
power(Pm): 175W
|
Monocrystalline
silicon
Dimension(mm):
1580x808x37
Tolerance:
±5%
Weight:
15.3kg
Maximum
system voltage: 1000V DC
|
||
|
Solar
modules GYSP-160
|
Open
circuit voltage(Voc): 43.2V
Optimum
operating voltage (Vmp): 35V
Short
circuit current (Isc): 5.1A
Optimum
operating current (Imp): 4.59A
Peak
power(Pm): 160W
|
Monocrystalline
silicon
Dimension(mm):
1588x802x45
Tolerance:
± 5%
Weight:
15.6kg
Maximum
system voltage: 1000V DC
|
||
|
Solar
modules GYSP-130
|
Open
circuit voltage(Voc): 22.6V
Optimum
operating voltage (Vmp): 17.6V
Short
circuit current (Isc): 7.83A
Optimum
operating current (Imp): 7.35A
Peak
power(Pm): 130W
|
Monocrystalline
silicon
Dimension(mm):
1466x656x40
Tolerance:
± 5%
Weight:
13.2kg
Maximum
system voltage: 1000V DC
|
||
|
Solar
modules GYSP-120
|
Open
circuit voltage(Voc): 22.5V
Optimum
operating voltage (Vmp): 17.5V
Short
circuit current (Isc): 7.12A
Optimum
operating current (Imp): 6.8A
Peak
power(Pm): 120W
|
Monocrystalline
silicon
Dimension(mm):
1425X650X40
Tolerance:
± 5%
Weight:
10.8kg
Maximum
system voltage:
1000V DC
|
||
|
Solar
modules GYSP-100
|
Open
circuit voltage(Voc): 21.6V
Optimum
operating voltage (Vmp): 17.4V
Short
circuit current (Isc): 7.24A
Optimum
operating current (Imp): 6.14A
Peak
power(Pm): 100W
|
Monocrystalline
silicon
Dimension(mm):
1425X650X40
Tolerance:
± 5%
Weight:
10.8kg
Maximum
system voltage:
1000V DC
|
||
|
Solar
modules GYSP-80
|
Open
circuit voltage(Voc): 21.3 V
Optimum
operating voltage (Vmp): 17.4V
Short
circuit current (Isc): 5.2A
Optimum
operating current (Imp): 4.6A
Peak
power(Pm): 80W
|
Monocrystalline
silicon
Dimension(mm):
802X802X35
Tolerance:
±5%
Weight:
9.1kg
Maximum
system voltage: 720V DC
|
||
|
Solar
modules GYSP-65
|
Open
circuit voltage(Voc): 21.6V
Optimum
operating voltage (Vmp): 17.5V
Short
circuit current (Isc): 3.51A
Optimum
operating current (Imp): 3.71A
Peak
power(Pm): 65W
|
Monocrystalline
silicon
Dimension(mm):
785X650X28
Tolerance:
±5%
Weight:
5kg
Maximum
system
voltage: 720V DC
|
|
Solar
modules GYSP-50
|
Open
circuit voltage(Voc): 21.8V
Optimum
operating voltage (Vmp): 17.9V
Short
circuit current (Isc): 3.0A
Optimum
operating current (Imp): 2.81A
Peak
power(Pm): 50W
|
Monocrystalline
silicon
Dimension(mm):
540X710X35
Tolerance:
±5%
Weight:
5.3kg
Maximum
system voltage: 720V DC
|
6
|
Solar
modules GYSP-40
|
Open
circuit voltage(Voc): 21.8V
Optimum
operating voltage (Vmp): 17V
Short
circuit current (Isc): 2.55A
Optimum
operating current (Imp): 2.34A
Peak
power(Pm): 40W
|
Monocrystalline
silicon
Dimension(mm):
758X534X30
Tolerance:
±5%
Weight:
5.8kg
Maximum
system voltage: 720V DC
|
||
|
Solar
modules GYSP-30
|
Open
circuit voltage(Voc): 21.5V
Optimum
operating voltage (Vmp): 16.8V
Short
circuit current (Isc): 2.02A
Optimum
operating current (Imp): 1.79A
Peak
power(Pm): 30W
|
Monocrystalline
silicon
Dimension(mm):
435X650X25
Tolerance:
±5%
Weight:
3.5kg
Maximum
system voltage: 720V DC
|
||
|
Solar
modules GYSP-20
|
Open
circuit voltage(Voc): 21.5V
Optimum
operating voltage (Vmp): 16.9V
Short
circuit current (Isc): 1.35A
Optimum
operating current (Imp): 1.2A
Peak
power(Pm): 20W
|
Monocrystalline
silicon
Dimension(mm):
605X287X25
Tolerance:
±5%
Weight:
3.1kg
Maximum
system voltage: 720V DC
|
||
|
Solar
modules GYSP-10
|
Open
circuit voltage(Voc): 21.5V
Optimum
operating voltage (Vmp): 17V
Short
circuit current (Isc): 0.71A
Optimum
operating current (Imp): 0.58A
Peak
power(Pm): 10W
|
Monocrystalline
silicon
Dimension(mm):
288X310X28
Tolerance:
±5%
Weight:
2.1kg
Maximum
system voltage: 720V DC
|
|
II.
|
Sample
Products in PV Lighting Unit
Series
|
|
Name
|
Characteristics
and Specifications
|
|
|
GYSL-1
|
5V
2.5AH Lead-Acid Battery
8
W
light tube
Alternative
charging Mode
Car
charger
Adaptor
Solar
panel
Charging
time: 8 times
Continuously
work for 30 hours
Carton
size 68X40X52
23.5Kg
|
|
|
GYSL-6
|
6V
1.5AH Ni-MH Battery
7
Lumination Time 8 hours
Continuous
Working Time 7 days
Body
Material plastic body
Color
white/Green/Yellow
1
LED 10000mcd 8h 2Batteries
Carton
size 35X45x56
|
|
|
GYSL-2
|
5V
2.5AH Lead-Acid Battery
8W
Light Tube
Alternative
charging Mode
Car
charger
Adaptor
Solar
panel
Charging
time: 8 times
Continuously
work for 30 hours
Carton
size 65X42X42.5
10.5Kg
|
|
|
GYSL-3
|
Stainless
Steel Body
8W
Light Tube
Continuously
work for 30 hours
Carton
size 65X42X42.5
16.5Kg
|
|
|
GYSL-4
|
175W
Solar Energy system
70Ah
Battery
Controller
7A
Energy
Conservation Lamp 15W
Lumination
Time 8 hours
Continuous
Working Time 7 days
|
7
|
GYSL-5
|
6V
1.5AH Ni-MH Battery
7W
Light Tube
Charging
time: 8 times
Continuously
work for 30 hours
Carton
size 35X42X120
Color
White
|
|
|
GYSL-7
|
100W
Solar Energy system
60Ah
Battery
Controller
10A
Energy
Conservation Lamp 15W
Lumination
Time 8 hours
Continuous
Working Time 7 days
|
|
|
GYSL-8
|
45W
Solar Energy system
50Ah
Battery
Controller
7A
Energy
Conservation Lamp 12W
Lumination
Time 8 hours
Continuous
Working Time 7 days
|
|
|
GYSL-9
|
40W
Solar Energy system
65Ah
Battery
Controller
6A
Energy
Conservation Lamp 11W
Lumination
Time 8 hours
Continuous
Working Time 7 days
|
|
|
GYSL-10
|
80W
Solar Energy system
100Ah
Battery
Controller
7A
Energy
Conservation Lamp 10W
Lumination
Time 8 hours
Continuous
Working Time 7 days
|
8
