Exclusive Patent License Agreement
EXHIBIT
10.7
This
Exclusive Patent License Agreement (this “Agreement”) is made and
entered into by and between the following Parties on July 2, 2010 in Shandong
Province of the People's Republic of China (“China” or the “PRC”).
Party A: Li Jinliang (李金亮)
ID
Number:
Address:
Party B: Shandong Caopu Arts
& Crafts Co., Ltd (山东曹普工艺有限公司)
Address:
No. 2888 Xxxx Xx Road, Xxxx Xx Office, Cao County, Xxxx Xxxx (山东省曹县青菏办事处青菏路2888号)
Party A
and Party B are at times each referred to herein as a “Party” and collectively
as the “Parties.”
1
Definitions
1.1 “Products”
shall mean a variety of indoor and outdoor furniture and wicker products and any
other products currently produced by Party B and / or to be produced by Party B
during its operations in the future.
1.2 “Territory”
shall mean the People’s Republic of China and any other place where the Licensed
Patents may be protected.
1.3 Licensed
Patents” shall mean the patents listed in Exhibit I attached
hereto.
1.4 “Term”
shall mean the term as provided in Section 11.
2
Patents License and
Sub-license
The
Agreement is an Exclusive Patents License Agreement. Party A hereby grants Party
B an exclusive license during the Term of the Agreement to use the Licensed
Patents specified in Exhibit I attached hereto on a royalty free basis in the
Territory for the purpose of manufacturing, selling, distribution, exporting,
and otherwise marketing the Products. Party A agrees, acknowledges
and accepts that he will under no circumstances use any of the Licensed Patents
in the Territory himself, or license or otherwise permit any third party to use
any of such Licensed Patents in any manner in the Territory at any time without
procuring the express prior written approval from Party B. Party B
shall have the right to sub-license any third party to use any or all of the
Licensed Patents without obtaining the prior consent of Party A.
3
Representations, Warranties
and Covenants
Party A
represents, warrants and covenants to Party B as follows:
3.1 Party
A is a PRC citizen with complete civil capacity to legally execute and perform
this Agreement under the laws of China. This Agreement constitutes
Party A’s legal, valid and binding obligations enforceable in accordance with
its terms once it is duly executed;
3.2 The
execution by Party A of this Agreement, and the performance by Party A of its
obligations hereunder will not result in (1) violation of any applicable PRC
Laws; or (2) breach of any contracts or documents to which Party A is a party or
is otherwise bound;
3.3 The
Licensed Patents are effective and valid under the PRC law and Party A is the
sole and legitimate owner of the Licensed Patents. Each of the Licensed Patents
is free from any pledge, lien, option, restrictions, preemptive rights, or any
form of rights or interests of any other party and there is no pending, or, to
the knowledge of Party A, any threatened or potential disputes, claims,
lawsuits, arbitrations, enforcement, administrative proceedings or other legal
proceedings relating to the Licensed Patents in any respect. The
Licensed Patents constitute all patents of which Party A is the owner or
rightful user;
3.4 None
of the Licensed Patents has constituted or will constitute an infringement of
any intellectual property rights owned by any third party;
3.5 Party
A shall strictly comply with all applicable laws and regulations in performing
his obligations hereunder. Party A shall ensure that this Agreement
be submitted to the State Intellectual Property Office of PRC (the “SIPO”) for filing within 10
business days following the execution hereof and shall obtain the acceptance of
such filing issued by the SIPO as soon as practicable but no later than 60 days
from the date of execution hereof;
3.5 Party
A will pay any and all fees, including but not limited to annual fees, required
to maintain the validity and effectiveness of the Licensed Patents;
and
3.6 Party
A will under no circumstances use any of the Licensed Patents in the Territory
himself, or license or otherwise permit any third party to use any of such
Licensed Patents in any manner in the Territory at any time without procuring
the express prior written approval from Party B.
4. Delivery of the Technology
Materials
Party A
shall deliver all the technology materials and the materials list to Party B
within 3 days after the execution of the Agreement by post. The delivery shall
be made to the principal office of Party B.
5. Intellectual Property
Improvements
Both
Parties acknowledge that Party B shall have exclusive and proprietary rights and
interests in all rights, ownership, interests and intellectual properties
arising out of or created during the performance of this Agreement (the “Developed Intellectual Property
Rights”). Party A shall take all appropriate actions and
render all appropriate assistance for the purposes of vesting any ownership,
title or interest of any Developed Intellectual Property Rights in Party B as
well as to vest in Party B any new patents hereafter developed by Party A, which
future patents shall be fully incorporated under this Agreement as if such
patents were listed on Exhibit I on the date hereof.
6.
Liabilities for Breach of
the Agreement
If Party
A should breach this Agreement in any respect, including but limited to Section
3 hereof, Party B shall have the right to require Party A to immediately cease
and desist, as well as to immediately cure, any such breach, including but not
limited to using a Licensed Patent for his own purposes or permitting the use
thereof by a third party; Party B also has the right to terminate the Agreement
and demand that Party A pay a default fine in the amount caused by the breach of
the Agreement. Party A hereby agrees to pay any such amount within
five (5) days of receipt of Party B’s demand therefor.
7.
Resolution of
Infringement
7.1 During
the term of the Agreement, if there should arise any third party claims that any
of the Licensed Patents constitutes infringement, Party A shall be fully
responsible for defending any such claim.
7.2 Each
of the Parties shall promptly inform the other about any infringement by a third
party, and Party A shall be solely responsible for negotiating with the third
party, or submitting a claim to the Administration of Patents, or initiating a
lawsuit against the infringing party with the people’s court; Party B shall
provide any necessary assistance to Party A, provided that Party A shall be
responsible for any and all costs associated with Party B’s
assistance.
8.
Termination
8.1 During
the term of the Agreement, if the Licensed Patents are revoked or invalidated to
the detriment of Party B, the Agreement shall, if Party B so elects, be
terminated and be of no further force or effect. In either case,
Party A shall fully compensate Party B for any losses incurred.
8.2
Other termination events:
If:
(1) the
Licensee applies for liquidation or bankruptcy; or
(2) a
court of competent jurisdiction determines that the Licensee is insolvent or
bankrupt,
then,
this Agreement shall terminate automatically without any notice.
9. Governing Law and Resolution
of Disputes
9.1 The
execution, effectiveness, construction, performance, amendment and termination
of this Agreement and the resolution of disputes hereunder shall be governed by
the laws of China.
9.2 In
the event of any dispute with respect to the construction and performance of
this Agreement, the Parties shall first negotiate in good faith to resolve the
dispute. In the event the Parties fail to reach an agreement on the resolution
of such a dispute within 30 days after any Party's written request for
resolution of the dispute through negotiations, any Party may submit the
relevant dispute to the China International Economic and Trade Arbitration
Commission for arbitration, in accordance with its then-effective arbitration
rules. The arbitration shall be conducted in Beijing. The ruling shall be final
and binding on both Parties.
9.3 Upon
the occurrence of any disputes arising from the construction and performance of
this Agreement or during the pending arbitration of any dispute, except for the
matters under dispute, the Parties to this Agreement shall continue to exercise
their respective rights under this Agreement and perform their respective
obligations under this Agreement.
10. Indemnification; Limitation
on Liabilities
Party A
agrees to indemnify and hold Party B, its officers, directors, stockholders,
employees, and agents and representatives safe and harmless from and against all
losses, liabilities, claims, demands and expenses, including attorney’s fees,
resulting from any breach by such Party of its representations, warranties,
covenants or agreements under this Agreement.
11 Effectiveness and
Term
This
Agreement is executed on the date first above written and shall take effect as
of such date. Unless earlier terminated by Party B in writing, the term of this
Agreement shall be as long as the last of the Licensed Patents remains effective
and valid.
12 Miscellaneous
12.1 This
Agreement, including Exhibit I hereto and the other documents referred to herein
embody the complete agreement and understanding among the parties and supersede
and preempt any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way, including, but not limited to, Authorization Letter to Use
Patents dated April 19, 2010.
12.2 Without
Party B’s prior written consent, Party A shall not have the right to assign any
of his rights and/or obligations under this Agreement to any third party.
However, both Party A and Party B acknowledge that Party B may assign any and
all of its obligations and rights under this Agreement to any third party at any
time without obtaining the consent of Party A.
12.3 In
the event that one or several of the provisions of this Agreement are found to
be invalid, illegal or unenforceable in any respect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected or compromised in any
respect. The Parties shall strive in good faith to replace such invalid, illegal
or unenforceable provisions with effective provisions that accomplish to the
greatest extent permitted by law and the intentions of the Parties, and the
economic effect of such effective provisions shall be as close as possible to
the economic effect of those invalid, illegal or unenforceable
provisions.
12.4 This
Agreement may only be amended, changed or supplemented through written agreement
signed by both Party A and Party B. Such written amendment agreements and/or
supplementary agreements that have been signed by the Parties and that relate to
this Agreement shall be an integral part of this Agreement and shall have the
same legal validity as this Agreement.
12.5 This
Agreement may be executed in two (2) counterparts in both English and Chinese
versions, and each counterpart, upon execution and delivery, shall constitute an
original instrument, but all such separate counterparts shall constitute only
one and the same instrument.
12.6 The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party
[signature page
follows]
IN WITNESS WHEREOF, the
Parties have caused their authorized representatives to execute this Agreement
as of the date first above written.
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Party
A:
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Li
Jinliang (李金亮)
|
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By:
|
/s/ Li Jinliang |
|
Name:
|
Li
Jinliang
|
|
ID
Number:
|
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Party
B: Shandong
Caopu Arts & Crafts Co., Ltd (山东曹普工艺有限公司)
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By:
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/s/ Li Jinliang |
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Name:
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Xxxxxxxx Xx |
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Title:
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Legal Representative |
EXHIBIT
I
LICENSED
PATENTS
|
No.
|
Design Patents
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Certificate
No.
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Design Patents
No.
|
Designer
|
Application Date
|
Authorized
Announcement
|
Owner
|
|||||||
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1
|
Disposal
Container (1)
|
685809
|
ZL
200630095723.0
|
Xxxxxxxx
Xx
|
September
8, 2006
|
August
29, 2007
|
Xxxxxxxx
Xx
|
|||||||
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2
|
Disposal
Container (2)
|
685890
|
ZL
200630095724.5
|
Xxxxxxxx
Xx
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September
8, 2006
|
August
29, 0000
|
Xxxxxxxx
Xx
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|||||||
|
0
|
Xxxxx
Xxxxxxxxx
|
000000
|
ZL
200630095733.4
|
Xxxxxxxx
Xx
|
September
8, 2006
|
August
29, 2007
|
Xxxxxxxx
Xx
|
|||||||
|
4
|
Cabinet
with Eight Drawer
|
693607
|
ZL 200630095728.3
|
Xxxxxxxx
Xx
|
September
8, 2006
|
September
19, 2007
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Xxxxxxxx
Xx
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|||||||
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No.
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Invention
Patents
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Certificate
No.
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Utility
Models
No.
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Designer
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Application
Date
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Authorized
Announcement
|
Owner *
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|||||||
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5
|
A
technical method preventing poplar plank split
|
685930
|
ZL
200630095722.6
|
Xxxxxxxx
Xx
|
September
8, 2006
|
August
29, 2007
|
Xxxxxxxx
Xx
|
|||||||
|
6
|
A
technical method of automatic splicing board
|
685850
|
ZL
200630095727.9
|
Xxxxxxxx
Xx
|
September
8, 2006
|
August
29, 2007
|
Xxxxxxxx
Xx
|
|||||||
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7
|
|
A
technical method accelerating plank to dry
|
|
685866
|
|
ZL 200630095732.X
|
|
Xxxxxxxx
Xx
|
|
September
8, 2006
|
|
August
29, 2007
|
|
Xxxxxxxx
Xx
|
|
(1)
|
|
|
(2)
|
|
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*
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