TRADEMARK LICENSE AGREEMENT
Exhibit
4.14
The
Trademark License Agreement (“this Agreement”) is made and entered into in
Beijing, the People’s Republic of China (the “PRC”) by and among the following
parties:
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(1)
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China
National Offshore Oil Corporation, a company established and existing
under the laws of the PRC, with registered address situated at Xx. 00,
Xxxxxxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx, XXX (the
“Licensor”);
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(2)
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CNOOC
Limited, a company established and existing under the laws of Hong Kong,
with registered address situated at One Garden Road, Hong Kong, PRC (the
“1st
Licensee”); and
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(3)
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CNOOC
China Limited, a company established and existing under the laws of the
PRC, with registered address situated at Petroleum New Village, Tangguh
District, Tianjin PRC (the “2nd
Licensee”).
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WHEREAS:
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1.
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The
Licensor has registered in the PRC a trademark with registration number
1221938 (the “Trademark”), and is the lawful owner of the Trademark
(photocopy of the trademark registration certificates are attached in the
Schedule of this Agreement) and is entitled to use the Trademark and enjoy
the right to license other persons to use the
Trademark;
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2.
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The
1st
Licensee and the 2nd
Licensee (collectively, the “Licensees”) wish to use the Trademark in
their business operations and the Licensor consents to the Licensees using
the Trademark.
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THEREFORE,
THE PARTIES HAVE REACHED AN AGREEMENT as follows:
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1.
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The
Licensor authorizes the Licensees to use the Trademark in the trademark
registration place in respect of the various services specified by the
Trademark Bureau of the State Administration for Industry and Commerce of
the People's Republic of China.
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2.
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The
1st
Licensee and 2nd
Licensee shall respectively pay to the Licensor trademark royalties of RMB
500 within 30 days after the execution of this
Agreement.
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1
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3.
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The
Licensee shall, while using the Trademarks in situations suitable for
declaration, declare that the Trademark is owned by the
Licensor.
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4.
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Save
with the prior written consent of the Licensor, the Licensees shall not
authorize any third party to use the Trademark (except to their own
subsidiaries).
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5.
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The
Licensor and the Licensees hereby confirm that the license mentioned
herein shall be non-exclusive, non-monopolized, non-geographically
restricted general license, and the Licensor shall still be entitled to
the ownership and right to use of the Trademark during the term of the
license.
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6.
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If
the Licensor proposes to transfer the Trademark to a third party (other
than the Licensor’s subsidiaries), the Licensor shall give a 30-day prior
written notice to the Licensee before the proposed transfer and the
Licensees are entitled to enjoy the pre-emptive right. If the Licensees do
not exercise the pre-emptive right, the Licensor shall ensure this
Agreement shall remain effective after such transfer and such insurance
shall be one of the conditions precedent for such
transfer.
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7.
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The
Licensor and the Licensees shall ensure the quality of any operation or
service in relation to the Trademark in order to maintain the goodwill of
the Trademark.
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8.
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Rights
and Obligations of the Licensor and the
Licensee
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The
Licensor shall be entitled to and assume the following rights and
obligations:
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a)
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to
undertake that it shall not make any change on the registration of the
Trademark and it shall maintain the valid registration of the Trademark
and the ownership and control of the Trademark during the term of the
license. Unless the Licensees clearly expresses not to use the Trademark
any longer, the Licensor is obliged before the expiry of the term of the
Trademark to extend the term of the Trademark in time and to ensure that
the Trademark be in a state of lawful registration at all
times.
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b)
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to
notify the Licensees and to provide the relevant information to the
Licensees if the Licensor registers the Trademark figure in countries or
regions outside the PRC.
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c)
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to
supervise and inspect the use of the Trademark by the Licensees from time
to time.
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d)
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to
warrant that there is no and will not be any dispute or litigation or
claim
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2
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arising
from the rights of any third party to use the Trademark within the
territory in which the Trademark is registered which will cause damages or
create legal obstacles to the use of the Trademark by the
Licensees.
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The
Licensees shall be entitled to and assume the following rights and
obligations:
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a)
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to
use the Trademark within the specified period and scope, and to pay the
trademark usage fee within the due date for payment in accordance with
this Agreement.
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b)
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not
to authorize any third party (except their own subsidiaries) to use the
Trademark without the prior written license of the
Licensor.
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c)
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to
accept the supervision of the Licensor in respect of the use of the
Trademark and to ensure the quality of the operations and services in
relation to which the Trademark are used to comply with the quality of the
state and/or the relevant ministries, and/or those commonly accepted in
the same industry.
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9.
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Each
party hereto shall forthwith inform the other two parties hereto of any
event of infringement of the Trademark, and upon the receipt of the
notice, the Licensor shall forthwith take legal measures to stop the said
infringing acts, and the Licensees shall assist the Licensor in taking the
aforesaid measures to stop the said infringing
acts.
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10.
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In
the event of any litigation or claim relating to the infringement of the
trademark right of any third party arising from the use of the Trademark
by the Licensees in accordance with the terms and conditions of this
Agreement, the Licensees shall inform the Licensor in time. The Licensor
undertakes to indemnify the Licensees any loss so
incurred.
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11.
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This
Agreement shall come into effect on September 9, 2009 upon the execution
by the authorized representatives of each party hereto and shall remain in
effect for a term of nine (9)
years.
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12.
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Unless
otherwise provided by the laws of the PRC, any party shall not be entitled
to vary or terminate this Agreement without the unanimous written consent
of the Licensor and the Licensees. Any party proposing to vary or
terminate this Agreement shall give 6 mouths’ prior written notice to the
other parties, and only upon agreement after negotiations shall this
Agreement be varied or terminated.
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13.
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After
this Agreement comes into effect, the Licensor shall conduct
the
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3
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registration
and record procedures in accordance with the laws of the PRC and bear the
relevant fees.
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14.
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The
conclusion, validity, implementation and construction of this Agreement
are governed by the laws of the
PRC.
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15.
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Disputes
arising from the execution and implementation of this Agreement shall be
settled through friendly consultation. If consultation fails within 60
days after the dispute arises, the competent court of the PRC shall have
exclusive jurisdiction over such
dispute.
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16.
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Any
notice made hereunder by one party to the other parties pursuant to this
Agreement, shall be in writing and delivered to the addresses provided in
this Agreement or such addresses, telex, cable or fax numbers which from
time to time any party notifies the other parties in
writing.
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Any
notice shall be delivered by hand, by mail or by telex, cable for fax. Any
notice, if delivered by hand, shall be deemed to be served at the time of
delivery; or is dispatched by mail, shall be deemed to be served on the date of
collection stated in the receipt stub; or if dispatched by telex, cable or fax,
shall be deemed to be served at the time the receipt code is
received.
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17.
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Any
matter which is not provided in this Agreement shall be separately
negotiated among the parties and amended in writing. Any amendment shall
be deemed to be an integral part of this Agreement and have the same legal
force as this Agreement.
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18.
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The
Schedule to this Agreement is an integral part of this Agreement and shall
be binding upon the parties.
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19.
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This
Agreement is written and executed in four originals with the equal force
and effect. Three originals shall be delivered respectively to each party
hereto and the fourth original shall be delivered to and filed with the
Trademark Bureau for record.
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4
China
National Offshore Oil Corporation
Authorized
Representative: (Signed)
Date:
CNOOC
Limited
Authorized
Representative: (Signed)
Date:
CNOOC
China Limited
Authorized
Representative: (Signed)
Date:
5
