Technology Development Agreement
EXHIBIT
10.33
Party
A: Xi De Long (China) Co., Ltd.
Party
B: Institute of Intelligent Machines of the Chinese Academy of
Sciences
Through
friendly negotiations, Party A and Party B (“the Parties”) have agreed to start
cooperation on the intelligent plantar pressure distribution testing system on
the basis of the following terms and conditions (“the Agreement”):
1. On the basis of
the existing technological achievements and in combination with Party A’s
marketing needs, Party B shall research and develop the key technologies and
produce a prototype of the intelligent plantar pressure distribution testing
system. Upon confirmation of the quality of the prototype by Party A, Party B
shall produce a small lot of the product and deliver them to Party
A.
2. The Parties
acknowledge that the R&D of this project consists of three stages: (1)
project demand analysis and system design; (2) tackling the key issues in
technology and develop a prototype; (3) upon improvement and optimization of the
system functions based on the feedback from Party A and the market, Party B
shall produce a small lot for application by Party A.
3. Responsibilities
of the Parties are divided as follows: (1) Party A shall put forth the basic
requirements for the system and participate in the analysis of Party B’s
development needs as well as system design; (2) Party B shall be responsible for
conducting R&D on the key issues of technology of this project, and shall
ensure that the performance of the prototype will meet the overall requirements
of Party A. The development timeframe must comply with Party A’s requirement on
the progress of its overall plan; (3) Party B shall be responsible for training
system operators and maintenance engineers for Party A, free of charge, and in
line with Party A’s requirements, promote and display the product for Party A at
locations where the products are used, also free of charge. The related travel
expenses shall be borne by Party A.
4. The Development Fund and
Payment Method: The Parties agree that the development fund in the amount of RMB
1.4 million yuan for this cooperation project shall be provided by Party A.
Party A shall pay RMB700,000 yuan to Party B within one week upon execution of
this Agreement. Party A shall pay the remaining RMB700,000 to Party B within one
week prior to delivery of the 40 sets of sample products. See the Exhibit
entitled “Outlines on the Design of Pressure Distribution Testing Analysis
System” for details of the performance indicators for the sample products. The
Parties acknowledge that an amount of RMB200,000 yuan shall be taken from the
above-mentioned development fund and be paid to China Institute of Sports
Science of the General Administration of Sport of China (“the Institute”) for
conducting researches on characterizing the biomechanics of the product. Party B
shall pay the corresponding amount in proportion to the fees paid by Party A to
the Institute on time.
5. Timeframe: The
Parties acknowledge that the R&D and prototype production for this
cooperation shall be completed by March 15, 2007 and be delivered to Party A for
testing, inspection and display. The 40 sets of sample products produced in a
small lot shall be completed and delivered to Party A by August 1,
2007.
6. Ownership of intellectual
Property Rights and Related Interests: The Parties acknowledge that the relevant
patent right and software copyright of the results of this project shall be
owned by Party B, and Party A shall have exclusive right to their use in the
area of sports shoes design. The proprietary technologies and technical
know-hows in relation to sports shoes design and business management shall be
jointly owned and disposed of by the Parties. Neither Party shall provide them
unilaterally to any third party.
7. Party B undertakes that it
will provide technical support for the products, and upgrade the products based
on Party A’s needs, and provide new products for Party A, and all the costs
incurred thereby shall be borne by Party A.
8. The Agreement shall be
valid for a period of two (2) years, and shall become effective on the day of
its execution. Failure to renew the Agreement within one month upon expiry of
the cooperation period by the Parties will be deemed as termination of this
cooperation. Upon termination of the Agreement, all intellectual property rights
relating to the system, including patent technologies, source code of software,
proprietary technologies and technical know-hows and etc., shall be owned by
Party B.
9. The Parties acknowledge
that cooperation at this stage shall xxxx the beginning of a close cooperative
relationship between the Parties for the next stage. The Parties will work
together closely to enhance the close partnership and conduct researches and
make preparations for the co-founding of an engineering R&D
agency.
10. Any other matters not
covered hereunder shall be settled by the Parties through consultations. The
Agreement is executed in duplicate, with each party holding one
copy.
Party A:
Xi De Long (China) Co.,
Ltd.
Signature
of Authorized Representative: /s/ Lin Shuipan
Date: May
9, 2007
Party B:
Institute of Intelligent
Machines of Chinese Academy of Sciences
Signature
of Authorized Representative: /s/ Xxx Xxxxxxx
Date:
