Patent License Agreement
Exhibit
10.10
(English
Translation)
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Name
of Patent
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A
Type of Lead-free Soft Solder Mixed with Rare Earth and
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its
Preparation Method
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Patent
No.
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ZL
200510046911.9
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Party
A
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Liaoning
Creative Bellows Co., Ltd.
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Address
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Maoshan
Industrial Garden C Qu, Tieling City Economy Developing
Zone,
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Liaoning
Province
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Representative
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Lu,
Bei
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Party
B
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Shenyang
Industry University
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Address
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000
Xxxxxxxxxx Xxxx, Xxxxxxxx Economy and Technology Developing
Zone
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Representative
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Sun,
Guanggui
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Contract
Record
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Number
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Place
of Signature
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Shenyang
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Date
of Signature
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July
15, 2008
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Effective
until
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December 31,
2013
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Administrated
by State Intellectual Property Office of P.R.China
Witnesseth
: (regarding the Clause)
— Whereas
Party B Shenyang Industry
University holds the patent for A Type of Lead-free Soft
Solder Mixed with Rare Earth and its Preparation Method. This patent is
a work made for
hire, with its Patent No ZL 200510046911.9,
Publication No. CN100352596C,
application date on July 22, 2005. It also holds the relevant technical secret
and technology.
— Whereas
Party A Liaoning Creative Bellows
Co., Ltd., a high technology manufacturer, owns factories, equipments,
personnel and the other source, with knowledge of the
licensor’s patent and wishing to be licensed for this patent
implementation.
— Whereas,
since Party B has agreed to grant this patent license to Party A who requested
so, both parties now entered this agreement.
Clause
One: Words and
Terms (Definition Clause)
Any words or terms appearing in this
article are the ones that need to be defined in order to have this contract
signed, such as:
Patent – the patent appearing in this
contract refers to the invention patent (or any utility patent and design
patent) accepted by the State Intellectual Property Office of the P.R.China that
the licensor agrees to grant the license to the licensee, with the Patent No.
ZL200510046911.9
and Patent Name A Type of Lead-free Soft
Solder Mixed with Rare Earth and its preparation method.
Clause
Two: Licensing
Form and Scope
The
form of this patent license is exclusive licensing, exclusively for Liaoning Creative Bellows
Co., Ltd. The term for this exclusive license starts from July 15, 2008
to December 31, 2013.
The licensing scope of this patent
covers the global manufacture, use and sale of the patented
product.
Clause
Three: Technical Content of
Patent
Party B shall provide Party A with the
entire patent material with the Patent No. ZL200510046911.9 and
Patent Name A Type of
Lead-free Soft Solder Mixed with Rare Earth and its preparation
method.
Clause
Four: Delivery of
the Patent Materials
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1.
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Time
of Delivery
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10 days within the
effectiveness of this contract, Party B shall deliver to Party A the materials
mentioned in Clause Three.
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2.
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Manner
and Place of Delivery
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Party B shall delivery the entire
materials in person to the Party A, at the address of Party A.
Clause
Five: Payment
of Patent Royalty
The royalty is composed of the entry
fee and sales commission.
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1.
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The
entry fee shall be immediately payable at the time of delivery for sixteen
thousand yuan.
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The time and method of payment are
specified as the following:
(1) 15 days after each party
signs this licensing contract, Party A shall make a payment for ¥60,000 (Sixty
Thousand Yuan Even)
(2) Party A shall transmit sixty
thousand yuan even by bank wiring to Party B’s designated bank
account
The name, address and account number of
Party B’s account opening bank are :
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Bank
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Address
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Account No.
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2.
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The
sales commission which rate is to be determined by the implementation of
patent, starting from January of 2013, shall be payable every three month,
but in no event shall be later than the end of each year and is up to
¥100,000.
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Clause
Six:
Standard and Manner of Inspection
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1.
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Under
Party B’s guidance, Party A shall complete 5 kilogram
contracted product, which shall meet each technical standard and parameter
so provided by Party B.
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2.
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Inspection:
Party A shall authorize Shanyang City Product Quality Administration and
Inspection Office to conduct the inspection, or Party B shall arrange the
inspection, participated by Party A with its active cooperation, at Party
A’s expense.
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3.
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If
the inspection fails due to Party B’s technical defect, Party B shall
provide the resolution to cure the
defect.
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If the
inspection fails for the second time while Party B is incapable of curing the
defects,Party A shall be entitle to terminate the contract and Party B shall
return any paid license fee.
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4.
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If
the inspection fails due to Party A’s fault, Party B shall assist Party A
for remedy. If the subsequent inspection fails also, while Party A is
incapable of implementing the patent, Party B shall be entitle to
terminate the contract and shall not return any paid license
fee.
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5.
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Shall
the inspection pass, both party shall jointly sign the inspection
report.
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Clause
Seven: Confidentiality regarding
to technology secret
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1.
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Party
A is obligated not to disclose the technology secret to any third party
other than the contracted parties at any time within or beyond the terms
of contract.
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2.
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Any
of Party A’s personnel with close contact to this technology secret shall
sign a non-disclosure agreement with Party A’s corporate representative,
agreeing to obey the above rule.
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3.
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Party
A shall not copy the technology secret without authorization. At any time
when the contract is completed, terminated or changed, the licensee shall
return the technology material to Party
B.
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Clause
Eight: Technical Service
and Training could be entered in a sub-contract)
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1.
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After
the contract takes effect, Party B shall teach Party A the contracted
technology and answer Party A’s question so
related.
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2.
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At
the time when Party A is implementing the patent, Party B shall distribute
quailed technical personnel to Party A’s site for technology
guidance.
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3.
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Party
A shall send its personnel to Party B for technical training and
guiding.
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4.
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The
quality of the technical service and training is determined by the degree
of proficiency that the training personnel
obtain.
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5.
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Any
cost and expense incurred during the technical service and training, such
as traveling, lodging and boarding, shall be reimbursed by Party
A.
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6.
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After
the technical service and training is completed, both parties shall
jointly sign the inspection
certificates.
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Clause
Nine: Maintenance
Fee
During the terms of the contract, Party
A shall submit annual maintenance fee to maintain the validity of the Patent
that falls on Party A’s exclusive licensing term. In any event that
the Patent is terminated due to Party A’s fault, Party A shall be liable to
Party B for ¥100,000
for breach of contract.
Clause
Ten: Breach of
Contract and Claim for Damage
To Party A:
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1.
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For
Party A’s refusal to any payment of royalty, Party B shall be entitled to
a release from the contract, the returning of the entire technology
materials, claim for its actual damage and a liquidated damage for
¥20,000.
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2.
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For
each delay exceeding one week for payment of royalty, Party A shall pay to
Party B ¥2,000 for breach of contract. If delay exceeds 1 year, Party
B shall be entitle to terminate the contract and liquidated damage for
¥30,000.
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3.
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For
Party A’s violation of non-disclosure agreement which results in the
leakage of licensor’s technology secret, Party B shall have right to
demand for cease of Party A’s infringement and a liquidated damage for
¥30,000.
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To Party
B:
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1.
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For
Party B’s refusal to provide any contracted technical materials, service
and training, Party A shall be entitled to a release from the contract and
return of any patent royalties from Party
B.
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2.
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For
any unreasonable delays to provide Party A with technical materials,
service and training, Party B shall be charged for ¥2000 for any delay
exceeding one week up to ¥20,000 in total. For any delay exceeding 1 year, Party A
shall be entitle to terminate the contract and a liquidate damage for
¥20,000.
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Clause
Eleven: Infringement
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1.
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During
the terms of contract, if any third party alleges Party A has committed
infringement, Party B shall be held liable for any legal consequence
therefrom.
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2.
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In
any event either party discovers a third party’s infringement of Party B’s
patent, a prompt notice shall be sent to the other party. Party B shall
interfere with the infringing party, submit a claim to patent
administration authority or file a lawsuit with Party B’s
assistance.
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Clause
Twelve: Resolution of Dispute
Any
dispute between the parties arising from the contract performance shall be
resolved friendly bynegotiation in terms of the contract, and, if failed, shall
resort to the People’s court.
Clause
Thirteen: Effectiveness, Change and Termination of
Contract
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1.
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This
contract takes effect on the date of both parties’ signature and stamp.
This contract is valid for 2.5
years.
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2.
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Any
nonperformance caused by the licensee shall terminate this contract,
unless otherwise agreed by both
parties.
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Clause
Fourteen: Force Majeure
In any
event that performance is impeded by Force Majeure (such fire, flood,
earthquake, war and etc.), either party has duty to:
(1) mitigate
the damage by appropriate measure;
(2) notify
promptly the other party.
Clause
Fifteen
This
contract takes effect on the date of both parties’ signature and stamp; This
contract is made in eight copies, either with the same legal effect; two held by
Party A, four held by Party B and the rest reserved for patent licensing
agreement in record.
Party
A: Liaoning Creative Bellows
Co., Ltd. (Stamp)
Corporate
Representative / authorized agent /s/ Dianfu Lu
(Signature)
July 15,
2008
Stamp with a centered star:
Liaoning Creative
Bellows Co., Ltd.
Party
B: Shenyang Industry University
(Stamp)
Corporate
Representative / authorized agent /s/ Xxxxxx Xx
(Signature)
July 15,
2008
Stamp with a centered star:
Shenyang Industry
University
