Commission Processing Contract
Exhibit
10.25
English
Translation of Chinese Version
Commission
Processing Contract
Party
A:
Nanning Coca-Cola Beverage Co. Ltd.
Party
B:
Nanning Taoda Drink Company Ltd.
Whereas,
Party A grants to Party B the right to process bottled water products under
the
brand “Binglu.”. Party B agrees to process bottled water products for Party A
under the brand “Binglu.” The Parties hereby agree as follows:
| 1. |
Party
B acknowledges and agrees that processing, including but not limited
to,
the processing facility, packaging materials, must comply with
the local
laws and regulations. Party B further agrees that the product quality
shall conform with the most recent standards issued by Coca-Cola
(China)
Beverages Co. Ltd, as amended from time to time (the “Standards”).
|
| 2. |
Part
B acknowledges and agrees to provide the best price for the processing
to
Party A and its affiliates during the term of this Agreement.
|
| 3. |
Party
B shall produce and process the specific amount of bottled water
products
according to Party A’s notice. Party B shall return an acknowledgement to
Party A with 48 hours of the receipt of such notice. If Party B
does not
return such acknowledgement within 48 hours, Party A’s notice shall be
deemed as effective.
|
| 4. |
Party
B shall produce the bottled water product in according with the
Standards
and Party A shall have the right to inspect and examine Party B’s
facilities, equipments and bottling methods utilized in the processing.
|
| 5. |
Party
B shall not disclose any information related to the products processing
and quality control to any third party without Party A’s prior written
consent.
|
| 6. |
Party
B shall not infringe, or assist any third party to infringe, any
copyrights, trademarks of Party A (“Intellectual Property”). In the event
Party B infringes such Intellectual Property, Party B shall be
responsible
to any damages caused to Party A. Party A may, in its sole discretion,
terminate this Agreement.
|
| 7. |
Party
A may terminate this Agreement with prior thirty (30) day written
notice
in the event that the market condition affects Party A’s needs on the
products.
|
| 8. |
In
the event that this Agreement is terminated during its term, 1)
Party A
shall pay Party B for the amount of products that Party B has produced
and
processed; 2) all materials provided by Party A shall be returned
to Party
A; 3) any other materials that Party B purchased under the request
of
Party A shall be returned to Party A and Party A shall pay Party
B for
such materials; and 4) Party B shall be solely responsible for
any
materials purchased not requested by Party A.
|
English
Translation of Chinese Version
| 9. |
Under
no circumstance may Party B retain any materials containing Party
A’s
trademarks, except specifically allowed under this Agreement.
|
| 10. |
Party
B shall produce and process the products requested by Party A with
priority. Party B may not process other products for any third
party
without Party A’s prior consent.
|
| 11. |
Party
A shall deliver the products to such location as designated by
Party
B.
|
| 12. |
Party
A shall make monthly payments to Party B, based on the amount of
the
products supplied by Party B.
|
| 13. |
The
term of this Agreement shall commence on January 1, 2006 and shall
terminate on December 31, 2007. The Parties may extend this Agreement
for
another one (1) year.
|
| 14. |
In
the event that Party B does not deliver the products within seven
(7) days
of the scheduled date, Party A shall have the right to choose Party
B’s
affiliate or other third party to perform this Agreement. Party
B shall be
responsible for any of Party A’s additional costs. In the event that Party
B does not deliver the products within fifteen (15) days of the
scheduled
date, Party A shall have the right to terminate this Agreement
and Party B
shall be responsible for any of Party B’s damages thereof.
|
| 15. |
In
the event that Party B’s products do not meet the Standards, Party B shall
destroy all such products and be responsible for any damage thereof.
|
| 16. |
Any
dispute arising from this Agreement shall be determined by the
People’s
Court sitting in the city where Party A is located.
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