EXHIBIT 10.11
TECHNOLOGY TRANSFER AGREEMENT
This TECHNOLOGY TRANSFER AGREEMENT (this "AGREEMENT") is entered into as of
November 1, 2004 by and between the following two Parties:
(1) TRANSFEROR: XXXXX XXX XX,
ID No. 310106731015081
(2) TRANSFEREE: FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO.,
LTD.,
Legal Address: Xxxx X00, Xxxxx 00, Xx.000, Xxxxxxx Road, Changning
District, Shanghai.
WHEREAS:
(1) Transferor owns a technology by the name of CF-card technology applicable
to multi-media, which is exploited and developed by Transferor (the
"CF-CARD TECHNOLOGY"); Transferor intends to transfer the CF-card
Technology to the relevant entity, as for the CF-card Technology to be
applied on a large scale;
(2) Transferee is an industry entity engaged in the business operation of
computer software and hardware, electronic information and data
communication, and has the intention to be granted the CF-card Technology
from Transferor.
NOW, THEREFORE, for the purpose of specifying the respective rights and
obligations of the Parties under the transfer, the Parties hereby enter into
this Agreement as follows:
1. SUBJECT MATTER OF THE TRANSFER
1.1 Upon consultation, Transferor hereby agrees to transfer irrevocably the
CF-card Technology to Transferee; in respect of the CF-card Technology,
the subject matter thereof under the transfer shall include the
followings:
(1) the ownership to the CF-card Technology;
(2) the right to apply for patent and computer software copyright in
relation to the CF-card Technology; and
(3) other interests of ownerships generated from or in connection with
the CF-card Technology.
2. TRANSFER PRICE
2.1 Upon consultation, the Parties agree that the transfer price for the
CF-card Technology shall be Renminbi one (RMB1).
3. CONFIDENTIALITY AND ASSISTANCE
3.1 Transferor agrees that, once this Agreement is executed, Transferor shall
keep the CF-card Technology in confidence, with the confidentiality scope
including but not limited to the research and development materials and
data in relation to the CF-card Technology, data and information of the
CF-card Technology itself, and unless the law prescribes that the CF-card
Technology be open to the public or the Transferee so agrees, such
confidentiality obligation shall remain valid for an unlimited duration.
3.2 Unless agreed by the Transferee, after the execution of this Agreement,
Transferor may no longer further use by itself or authorize others to use
the CF-card Technology.
3.2 Once this Agreement is executed, Transferor shall transfer to the
Transferee any and all materials, information, etc. in relation to the
CF-card Technology that is in Transferor's possession or ownership.
4. OTHERS
4.1 Anything not covered herein shall be, upon consultation between the
Parties, dealt with in a supplementary agreement otherwise entered into,
which shall be an integral part hereof, with the equal legal force as this
Agreement.
4.2 In case of any disputes arising from the interpretation or implementation
of this Agreement or from issues in connection herewith, the Parties shall
endeavor to solve the same through friendly consultations between them. If
the Parties cannot reach agreement on the solution of the disputes within
sixty (60) days of their consultation, either Party shall have the right
to submit the disputes to the Shanghai Arbitration Commission for
arbitration.
4.3 This Agreement shall be governed by the laws of the People's Republic of
China.
4.4 This Agreement is executed in four (4) copies, with each Party keeping two
(2) copies, and shall become effective on the date of execution.
[the remainder of this page is left blank]
Technology Transfer Agreement
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EXECUTION PAGE
TRANSFEROR: XXXXX XXX XX
Signed by: /s/ Xxxxx Xxx Xx
-----------------------------
Name: Xxxxx Xxx Xx
TRANSFEREE: FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
Technology Transfer Agreement
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