LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
외국(일본)의 ABC사가 한국의 XYZ에게 특정 xx을 공여(제 공)하는 계약서로서, xx수출자인 ABC사의 입장에서 작성된 것임. 따라서, xxxx을 xxx는 xxxx의 xx라면 별다른 x x없이 sample로서 사용할 수 있을 것임. 그러나, 이하에서는 xx도입자인 XYZ사의 입장에서 검토해 xx로 함.
This Agreement made and entered into this 1st day of November 19OO by and between ABC Co., Ltd duly organized and existing under the Laws of Japan, with its principal place of business at OOOO HigashiizumoCho, YatsukaGun, Shimane Pref., Japan(hereinafter referred to as "ABC") and XYZ Co., Ltd., duly organized and existing under the laws of the Republic of Korea, with xxx xxxxxxxxx xxxxx xx xx XXXXXXXX, Xxxxxx Xxxxx, Xxxxx(hereinafter referred to as"XYZ" )
WITNESSETH THAT :
WHEREAS, ABC has long been engaged in the manufacture and sales of the LICENSED PRODUCTS (as hereinafter defined) with a substantial amount of knowhow, information and patents embodied inthe design and the manufacture thereof, and
WHEREAS, XYZ desires to manufacture and sell the LICENSED PRODUCTS and obtain the technical, manufacturing and other information and services on the LICENSED PRODUCTS.
WHEREAS, ABC is willing to license XYZ the right to manufacture and sell the LICENSED PRODUCTS and to furnish to services therefor.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows :
Article 1. Definitions
As used in this AGREEMENT, the following terms shall have the following meanings unless the context clearly indicates otherwise :
1.1 The terms LICENSED PRODUCTS shall mean the ABC's OOOOOOO MACHINERY as described in the Appendix #1 and/or as agreed upon from time to time by both parties hereto with particular options designed, commercially manufactured and sold by ABC as of the execution date hereof. 계약제품의 xx여하에 따라, 제공될 xxxx의 범위, 기술료 산출xx 및 경쟁제품 취급제한시의 그 제xxx 등이 결정됨으로, xxxx 계약서에서는 계약제품(또는 계약xx)의 xx를 명확히 해 두는 것이 극히 중요함. 계약서 본문에서 xx하는 xx도 있지만, 보다 상세한 xx(description)출 위하여 본 사례와 같이 첨부자료에서 특별히 xx하기도 함.
Engine of the each model shall be supplied by XXXX Heavy Industries Ltd. in CBU. (completely builtup) 계약제품용 부품(엔진)을 특정회사의 제품으로 xxx는 것은 불xxx사xx에 해당될 수 있음으로, XYZ사의 xx가 있을 xx는 ABC 사는 특정업체의 부품을 xx할수 있는 것으로 함이 무난할 듯함.
1.2 The term "TECHNICAL INFORMATION" shall mean the proprietary drawings for manufacture and assembly, drawings for component parts (excluding vender parts and component parts not designed by ABC), Inspection standards and material lists necessary for XYZ to manufacture the LICENSED PRODUCTS, which exist in the files of ABC as of the execution date hereof. At XYZ's request, ABC shall provide XYZ with complete set of reproducible drawings of the "TECHNICAL INFORMATION". "TECHNICAL INFORMATION" shall further include :
1. Assembling Manuals
2, Manufacturing Specifications on heat treatment, surface treatment, machining and press operation
3. Drawings of jigs & fixtures
4. Drawings of measuring instrument
5. Timescheduled process chart for manufacture and assembly. 계약제품의 xx.판매. A/S 등에 필요하다고 판단되는 모든 xx자료를 포함시키xx xx하는 것이 중요함. 분량이 많거나 xx가 복잡할 xx는 Appendix 등의 부록에서 xx함.
Article 2. License and Territory
2.1 ABC hereby grants to XYZ for the term of this AGREEMENT and subject to Section 2.2 of Article 2.
(i) An exclusive, indivisible and nontransferable right License to manufacture, use and/or sell the LICENSED PRODUCTS and spare parts thereof in the Republic of Korea ; and,(ii) An nonexclusive, indivisible and nontransferable right and license to use and sell the LICENSED PRODUCTS and spare parts thereof throughout the world, however, provided that ;
1) To the countries where ABC is selling the LICENSED PRODUCTS in its normal business and where ABC has granted to third party exclusive right and license to use and sell the LICENSED PRODUCTS. XYZ may export after obtaining written consents from ABC. xx제공자가 통상적인 xxxx을 하고 있는 지역, 제3자에게 xx 독점권을 부여한 지역 및 계약xx을 xx 등록하고 있는 지역은 xx제공자가 xx도입자에게 계약제품의 xx을 제한하더라도 이유있는 xx제한으로 xx하고 있음으로 불xxx사 xx에 해당되지 않음.
2) To the countries where ABC has no sales or service channels other than those referred to in the above XYZ is requested to report to ABC prior to exporting the LICENSED PRODUCTS.
xx질서의 유지를 위하여 단순한 보고 xx를 부과하는 것은 불xxx항으로 보지 않음.
3) In any case XYZ shall have the right to export the LICENSED PRODUCTS to the following countries upon consent from ABC ;
The People's Republic of China
Hong Kong
Singapore 이들 지역이 위 1)의 xx에서 제시한 3가지 이유있는 xx제한의 xx에 해당되지 않을 xx는 불공정 심사xx에 해당될 가능 x x 큼.
2.2 (i) ABC reserve solely for itself the right to sell in the Republic of Korea only spare parts in reasonable quantities of the LICENSED PRODUCTS which have been supplied ,by ABC prior to the Effective Date of this AGREEMENT.
(ii) In the event that ABC shall establish or acquire a subsidiary company, or enter into and exclusive License arrangement, to manufacture, use and/or sell the LICENSED PRODUCTS in any of the countries Included in the nonexclusive sales area, ABC shall have the right to cancel the XYZ'a nonexclusive right to use and sell the LICENSED PRODUCTS in such country upon giving one hundred and eighty(180) days prior written notice to XYZ. ABC사의 xx 행위를 이유로, XYZ사에게 xx 인정한 xx권을 일방적으로 xx한다는 것은 불공정 심사xx에 해당될 가능성이 큼.
2.3 No right to grant sublicense hereunder is granted to XYZ, by implication or otherwise. Sublicense 는 재실시권을 xx하는데, 이와 구분xxx 할 개념으로는 Subcontract가 있음. Subcontract는 통상 하청생산, xx생산을 xx함. xxxx 계약서에서 특정의 xx를 제외하고는 Sublicense는 부인되나 Subcontract는 통상적으로 인정됨.
Article 3. Technical Assistance and Service
3.1 ABC shall furnish XYZ with the TECHNICAL INFORMATION in Japanese language and the metric system of weights and measures,such furnishment to be performed in conformity with the schedule agreed upon by the parties hereto.
3.2 ABC will 7ermit a reasonable number of technical personnel of XYZ to visit the plants designated by ABC for such a period as not exceeding one hundred and fifty(150) man days per model including holidays, in order for such technical personnel to receive the instructions of manufacture of the LICENSED PRODUCTS. The above training shall be rendered by ABC to XYZ free of charge. ABC shall provide additional training if requested by XYZ upon mutual agreement as to number of technical personnel and training period. In the case of additional training, XYZ shall compensate ABC the charges for the additional training based upon a sum of US Dollars on hundred and fifty(US $ 150) per diem for each of such technical personnel. Per diem xx 1인.1일xx이라는 xx임. xx도입자의 입장에서 본다면 피교육자를 xx으로 per diem을 xx하기 보다는 교육자(Instructor)를 xx으로 정하는 것이 유리함.
Wages, salaries, travelling expenses and other expenses of XYZ's personnel shall be borne by XYZ. Such technical personnel of XYZ shall be experts in their respective lines and abide by all the rules and regulations prevailing at the said plants.
3.3 ABC will, upon the request of XYZ and for such a reasonable period as not exceeding ninety(90) man-days for the each model per yeat including holidays, furnish the first class technical experts designated by ABC to assist and consult with XYZ's technical personnel In the manufacture of the LICENSED PRODUCES and in the selection of necessary and proper machinery, tools and equipment for the commercial manufacture of the LICENSED PRODUCTS. For such services, XYZ shall pay to ABC the charges therefor based upon a sum of US Dollars two hundred(Us$200) per diem for each of such technical experts, plus their travelling and living expenses while away from their offices in Japan. The per diem charges specified in the above 3.2 and 3.3 shall be fixed (or three years from the Effective Date of this AGREEMENT and may be amended thereafter by the mutual agreement. XYZ shall extend its all available and reasonable assistance in acquiring living quarters and any other necessary accommodations for such technical experts.
3.4 XYZ shall use the TECHNICAL INFORMATION only for the purpose as set forth in this AGREEMENT. Should any TECHNICAL INFORMATION be used on other products than the LICENSED PRODUCTS, ABC shall be entitled to a royalty at the full three(3)percent rate hereinafter set forth on all such products embodying the TECHNICAL INFORMATION as if such products had been the LICENSED PRODUCTS. xxxx의 목적외 xxxx를 xx하고 있는 xxx. 만약, 제공된 xxxx가 계약제품이외의 제품에 사용될 xx는 계약제품과 xx하게 취급하여 동일한 기술료를 지불xxx xx하고 있음. xx도입자의 입장에서라면, xxxx가 상당부분 xx된 xx에 한하여 또는 xxxx의 xxxx에 따라 기술료를 xxxxx xx하는 것이 유리함. 예를 들면, xxxx가 계약제품에 xx된 xx의 50% xx이라면 기술료 rate는 3%의 50%xx인 1.5%로 xxx다는 xx임.
Article 4. Payments
4.1 In consideration of the right and license, technical assistance and services granted, furnished and rendered by ABC hereunder, XYZ shall pay to ABC the following nonrefundable amounts.
(a) The following initial payment in US Dollars for the LICENSED PRODUCTS provided in Article 1 Section 1.1
Combine : Model OOOO
US Dollars
(US $ )
Farm Tractor : Model OOOO
US Dollars
(US $ )
Rice Transplanter : Model OOOO
US Dollars
(US $ )
Cultivator : Model OOOO
US Dollars
(US $ )
The initial payment for the LICENSED PRODUCTS to be added hereto by agreement by both parties shall be as follows : 향후 추가될 모델에 대한 선불금도 xx 합의하여 둠으로써 추가모델의 시장도입 xx를 단축하고 기술료의 xx을 xx하는 효과 있음.
Combine : US Dollars
(US $ )/Model
Farm Tracer : US Dollars
(US $ )/Model
Rice Transplanter : US Dollars
(US $ )/Model
Cultivator : US Dollars
(US $ )/Model
The initial payment for above model of LICENSED PRODUCTS shall be made respectively in two equal installment. The first installment (or above model shall be paled when XYZ requests the TECHNICAL INFORMATION within 90 days after effective date set forth in Article Xll of this AGREEMENT and second installment shall be paid when XYZ receives the TECHNICAL INFORMATION. xxxx의 xx과 선불금의 지급xx를 xx xx시킴으로써 xxxx이전의 xxxx 거부를 xxx고자 xx된 xx임.
(b) The royalty of three (3) percent of the LICENSED PRODUCTS and spare of replacement parts thereof to the calculated according to the formula (1), (2) and (3) mentioned hereunder 교체용 부품등에 대한 기술료 산출은 대단히 어렵고 산출되는 기술료도 적은만큼, 이는 삭제하는 것이 바람직함.
"Formula"
R = 3/100×C (1)
hereupon "R" means the amount of royalty
"C" means the basic amount on which the royalty
"R" is calculated
Provided that "C" is based on formula (2) and (3), that is,
C = P(C1+C2+C3+C4)(C5+C6+C7+CB) (2)
(C5+C6+C7+CB) = 20/100x P (3) 개별적 집계나 산출이 곤란한 C5,C6,C7,C8 등의 xx에 대하여는 매출액의 xx %(본 사례에서는 20%)를 일괄적으로 공제xxx xx하는 xx도 있음.
Where those symbols used in formular (2) and (3) mean the amount of each items defined as follows.
P : The Price invoiced by XYZ to its customers.
C1 : CIF PRICE of the parts and components purchased from ABC.
C2 : · Import duties on the above "C1" value.
C3 : Other fees such as charges of custom Clearance and transportation on the parts and components purchased from ABC.
C4 : Indirect taxes on sales xx에 대한 간접세가 구체적으로 어떠한 xxxx 불명확한 점도 있으나, 본 xx은 부가세등을 공제할 수 있는 근거가 될 수 있는 xx이므로 누락시키지 않도록 유의할 필요있음.
C5 : Sales discount
C6 : Sales expenses such as personnel expenses advertisement expenses and commission of dealers.
C7 : Insurance
C8 : Other expenses such as charges for packing for transportation of product and erection but not relating to technological inducement.
Amount due to ABC under this subparagraph (b) shall be computed upon the semiannual basis and each royalty payment shall be made to ABC within thirty(30) days after receipt of ABC invoices after the end of respective semiannual periods ending on the thirtieth(30th) days of June and the thirty-first(31st) day of December in each year.
(c) From time to time within thirty (30) days a(leer receipt of ABC's invoices therefor, all amounts of which shall become due and payable by XYZ pursuant to Article 3.
4.2 All amounts payable to ABC under this AGREEMENT shall be paid in US Dollars calculated on the basis of the official exchange rate prevailing in the Republic of Korea on the day of remittance and shall be remitted to such account as ABC may designate in writing
4.3 All payments made under this AGREEMENT shall be free and clear of any deductions for taxes, assessments or other charges. However, if XYZ shall be required under the laws of any jurisdiction to deduct from any payments made to ABC any income taxes which may be levied against ABC, then XYZ shall be entitled to deduct such income tax, provided XYZ promptly furnishes to ABC tax receipts or other documentary evidences in a (orts and substance acceptable to ABC, providing payment of such income tax in the name of any on behalf of ABC. This right to deduct is limited to income tax payments referred to the above herein . 이와 같은 withholding tax조항의 xx 대가는 선불금, xx기술료 뿐만 아니라, 기술자 초청비, 기술자 연수비, 도면료등 명칭을 불문하고 당해 xxxx 계약서에서 생겨나는 모든 대가에 적용토록 해야 함.
7rticle 5. Report, Record and Audit
5.1 XYZ shall render to ABC within sixty(60) days after the end of respective semiannual periods ending on the thirtieth(30th)day of June and thirty-first(31st)day of December in each year, a royalty,in the form recommended by ABC, showing the sales of the LICENSED PRODUCTS and spare parts thereof by XYZ during the preceding six(6) months period, and the royalty amount computed as provided In this AGREEMENT. Each such royalty report shall be signed by a responsible officer of XYZ. If no royalties are payable for the period covered, the report shall be so stated. For the purposes hereof, the LICENSED PRODUCTS shall be deemed to have been sold when the same are billed,shipped or delivered to XYZ's customers, whichever first occurs.
5.2 XYZ shall maintain accurate and complete records containing the data in reasonable detail from which amounts due to ABC under this AGREEMENT can be readily calculated. ABC through its duly authorized representatives (Including certified public accounts) shall have the right to examine such records at expenses of ABC at reasonable intervals for the purpose of determining the correctness of the royalty reports to be rendered hereunder. Such records shall be retained by XYZ and be so made available for inspection at any time for a period of three(3) years unless an examination has been completed and settlement made with respect thereto the satisfaction of XYZ prior to the end of such period.
Article 6. Confidential Treatment
XYZ agrees to keep all the data, documents drawings and information furnished by ABC hereunder strictly confidential and not to disclose the same to any third party at any time hereafter regardless of the life of this AGREEMENT except as may be necessary to enable XYZ's subcontractors to furnish XYZ with certain components of the LICENSED PRODUCTS. XYZ shall be responsible for such subcontractors on the confidential treatment specified herein. 제공된 xxxx 등에 대한 비밀유지xx의 기간은 xx도입자의 입장에서라면 짧을xx 좋다. 그러나, 상대방의 반대입장도 있는 만큼 합리적 기간(예컨대 계약종료후 2∼3년 xx)을 xx xx 해 둘 필요가 있음.
This obligation shall not apply to knowledge or information which XYZ processed prior to the disclosure by ABC to XYZ, or which is now or hereafter becomes generally know to the public through no default of XYZ.
xx도입자의 입장에서는 비밀xx xxxx을 될수록 넓게 list up하여 두는 것이 유리함.
Article 7. Manufacturing
7.1 In manufacturing of the LICENSED PRODUCTS, XYZ shall strictly conform to the TECHNICAL INFORMATION furnished hereunder by ABC, except to the extent that deviations in designs, specifications or performance shall be previously approved in writing by ABC.
7.2 XYZ shall exert its best effort to manufacture the LICENSED PRODUCTS to be substantially equal in performance and quality to the corresponding products manufactured by ABC. In order to keep such satisfactory performance and quality, XYZ agrees to allow the representatives of ABC to have access freely to the plant at which the LICENSED PRODUCTS are manufactured by XYZ and to make such inspection of the LICENSED PRODUCTS or otherwise.
품질 등을 빙자한 부당한 xx간섭의 가능성이 크므로 삭제하는 것이 바람직함.
7.3 XYZ shall not assemble or manufacture or sell, during the terms of this AGREEMENT, any other types of Combines, Rice Transplanters, similar to and competitive with the LICENSED PRODUCTS. 경쟁제품의 취급제한을 xx하는 조항으로서, 독점적 실시권이 허락될 xx는 합리성이 있는 제한으로 인정됨. 또, 유사.경쟁제품의 판단xx에 있어서 단순히 'similar to and competitive with' 보다는 'substantially'라는 단어를 추가하는 것이 xx도입자에게는 유리할 수 있음.
7.4 ABC agrees to furnish XYZ under the most favorable terms and conditions to be mutually agreed upon by the parties hereto with such equipment, components, parts and tools as the necessary for XYZ to manufacture the LICENSED PRODUCTS but unable to be secured in the Republic of Korea. 계약제품 제조용 부품 또는 xxx 등의 공급에 관한 일반원칙은 계약서 본문에서 xx할 수도 있으나 세부사항은 별도의 구매계약에서 xx하는 것이 바람직함. 계약제품용 부품 등에 관한 구매계 약의 samplex x3부의 Basic Purchase Agreement 롤 참조xxx xx.
7.5 With regard to the engines to be mounted on the LICENSED PRODUCTS, XYZ shall give the first priority to using the engine with specifications same as or similar to those which ABC can recommend.
Article 8. Improvement
8.1 In the event that during the term of this AGREEMENT ABC makes any modification, improvements and inventions or acquire any patents relating to the LICENSED PRODUCTS, then ABC agrees to notify XYZ of such modification, improvement, inventions or patents immediately after such modification, improvements and inventions are successfully applied to actual manufacture of such patents are acquired and to grant to XYZ the right and license thereunder subject to the provisions of this AGREEMENT. Such modification, improvement, inventions or patents granted to XYZ shall be deemed to be included in the license of this AGREEMENT and shall be subject to the same terms and conditions hereof without any additional charge.
8.2 In the event that XYZ makes any modification, improvements and inventions or acquires any patents relating to the LICENSED PRODUCTS during the term of this AGREEMENT, then such modification,inventions, improvements and Patents shall be notified and made available to ABC immediately after such modification, inventions, improvements are successfully applied to actual manufacture or such patents are acquired in connection with the LICENSED PRODUCTS. The right to acquire patents thereon shall belong to XYZ. XYZ agrees to grant ABC the right to use and grant sublicense to third party such improvements, modification and inventions and/or the patents resulted therefrom the full period of this AGREEMENT without any charges. 개량xx의 xx조건이 xx제공자에게 일방적으로 xx하게끔 되어 있어서 불공정 심사xx에의 해당 가능성이 큼.
8.3 XYZ further agrees that in the event XYZ does not wish to apply the above invention for patent in any country, then ABC may been titled, with prior consent of XYZ, to file patent applications in such country in its own name and expense and XYZ shall have nonexclusive right to use it.
8.4 LICENSOR understands to the best of its knowledge that the use of the Technical Information furnished or disclosed to LICENSEE hereunder does not infringe the right of any third party. However, in the event that a legal action for patent infringement is taken by a third party against LICENSEE with respect to such Technical Information,both parties hereto shall Jointly defend or settle such actions. understand, state, represent 등은 warrant보다 보증의 강도가 약하고, 또 xx위반의 입증책임이 xx도입자에게로 전가되는 만큼, xx도입자의 입장에서는 (understands to the best of its knowledge)라는 xxx신에 (warrants)로 표시되도록 주장함이 유리함.
Article 9. Best Effort
XYZ shall make its best effort to promote the sale of the LICENSED PRODUCTS in sufficient quantities to cover the demands of Korean market. If at any time during the term of this AGREEMENT, XYZ shall fail to realize the proper sales quantities, as to be mutually agreed separately therefrom, for the LICENSED PRODUCTS, ABC may, upon ninety(90) days prior written notice to XYZ, convert the exclusive right and license granted in Article 2. Section 2.1 (i ) to a nonexclusive right and license as of such ninetieth(90th) day, unless of or before such ninetieth(90) day XYZ shall have demonstrated to the satisfaction of ABC that it has commenced or reinstituted such manufacture or sale in reasonable quantities. 최선 xx조항(best effort조항)은 법적 구속력이 없긴 xx, 본 사례와 같이 적정 목표수치를 xxx고서 이의 xx에 실패할 xx는 실시권의 성격을 일방적으로 변경할 수 있도록 하는 것은 사실 xx 구속력을 갖게 됨으로써 본 조항은 xx도입자에게 불리함.
Article 10. Marking
10.1 During the term of this AGREEMENT, XYZ shall use the phrase equivalent to "Manufactured under the License from ABC Agricultural Machinery co., Ltd." on the LICENSED PRODUCTS manufactured and sold by XYZ hereunder and all advertising the literature relating thereto, but only in the m anner and to the extent from time to time approved in writing by ABC. Upon the termination or expiration of this AGREEMENT, XYZ shall immediately cease all use of such phrase. termination이 광의로 사용될 xx는 xx종료의 xx도 있지만,본 예문에서와 같이 협의로 사용될 xx는 earlier termination의 xx를 갖게 됨. 이에 반하여 expiration은 xx종료만을 xx함.
10.2 Nothing contained in this AGREEMENT shall be construed as granting to XYZ any right or privilege to use, and XYZ shall use, in any manner whatsoever, THE NAME "ABC" the trade mark "OOOO" (words or device) or the symbol trademark, or any other word or mark similar thereto.
Article 11. Warranty xx도입계약에서 논의될 수 있는 보증의 종류로서는① 특허·xxx 등의 xxx 보증② 특허·xxx 등x x3자 xx 공업소유권의 불침해 보증③ 부품·xxx 등 부수적 xx에 따르는 xxxx 등이 있을 수 있는데, 당사자간의 힘xx를 감안하여 적절한 보증을 받을 수있도록 함이 중요함.
11.1 ABC warrants the TECHNICAL INFORMATION furnished pursuant to Article 3. Section 3.1 and Article 8. Section 8.1 of this AGREEMENT to be the same as those used by ABC to manufacture the LICENSED PRODUCTS and to there reasonable and proper to enable XYZ to manufacture the LICENSED PRODUCTS pursuant to the provisions of this AGREEMENT
11.2 ABC warrants that any equipment, components, parts and tool furnished by ABC under Article 7. Section f.4 of this AGREEMENT shall be free from defects in workmanship, material and design for a period of one(1) year from the date of their shipment from ABC's plant.
11.3 ABC should make available to XYZ, without charge at C.I.F.
Busan port basis, the replacement parts and/or components to be used by XYZ to replace the defective parts and/or components of the LICENSED PRODUCTS that XYZ has manufactured, should such defects be attributable to the defective parts and/or components supplied by ABC.
11.4 ABC will not be responsible for the defects caused by using by XYZ the engines other than those with the specification which ABC can recommend.
11.5 LICENSOR shall be obliged to furnish to LICENSEE under this AGREEMENT such Technical Information as LICENSOR itself has and In such form as is used by LICENSOR in its commercial operations. LICENSOR shall be responsible or liable for results flowing from the use of any defective Technical Informations furnished by it.
LICENSOR warrants that the Technical Information will, where applicable, be the same as the technical information used by LICENSOR. In no event shall LICENSOR have any liability or responsibility for any consequential damage and/or loss under this AGREEMENT.
Article 12. Effective Date
This AGREEMENT shall become effective as of the date of approval of this AGREEMENT by the Government of the Republic of Korea. In the event that such government approvals has not been obtained within nine(9) months from the execution date hereof, ABC may, as its sole option, elect to terminate this AGREEMENT, without further obligation or liability to XYZ.
Article 13. Term of Agreement
The term of this AGREEMENT and of the right and license herein shall continue in effect for a period of three(3) years from the Effective date set forth in Article Xll of this AGREEMENT, unless sooner terminated as otherwise provided in this AGREEMENT. The term of this AGREEMENT shall be extended for three(3) years commencing at the expiration of said initial three(3) year period and thereafter unless written notice is given one party at least six(6)months period to expire for successive additional period of two(2) years each, both subject to the approval by the Government of the Republic of Korea. 매번마다의 종료일을 xx으로 최소한 6개월이전의 사전 통지가 없을 xx는, 계속하여 자동연장될 수 있도록 되어 있으므로, 계약의 사후xx에 특별히 유의해야 할 xx의 계약이라고 볼 수 있음.
Article 14. Determination
In the event that :
(a) XYZ fails to comply with any term, covenant, or condition contained herein and such failure remains un remedied for a period of sixty(60) days after written notice thereof has been given to GSC by ABC, or
(b) XYZ ceases or threatens to cease to carry on the business.
(c) Any of the franchises, concessions, or other legal authorizations required for the conduct of the business and operations of XYZ is revoked, cancelled, or otherwise terminate so as to materially and adversely affect ABC ; or
(d) There is a change in the control or management of XYZ on agricultural machinery production which is unacceptable to ABC.
(e) XYZ makes an assignment for the benefit of creditors; files a petition in bankruptcy; Is adjudicated Insolvent or bankruptcy ; petitions or applies to any tribunal for any received, trustee, or similar officer appointed by a court of executive department to liquidate or conserve XYZ or any substantial part of its property ;commences any proceedings relating to XYZ under any insolvency, reorganization, arrangement, readjustment of debt, dissolution,or liquidation law or statute of any jurisdiction either now or here after in effect ; or that there is commenced against XYZ any such proceedings which remain undismissed or unstayed in appeal for a period of sixty(60) days, or XYZ by any act indicates its consent to, approval of, or acquiescence in any such proceedings for the appointment of any receiver, trustee, or similar officer to liquidate or conserve XYZ or any substantial part of its property,or suffers any such receivership or trusteeship to continue undischarged or unstayed on appeal for apperiod of sixty(60) days ;then, ABC may, notwithstanding the provisions of Article Xlll hereof, terminate this AGREEMENT, and the termination of this AGREEMENT due to the reason as described in paragraph 14.1above In this Article shall not be without prejudice to any right and remedies of ABC to recover any damages incurred by the said failure. 위의 (‥‥‥shall not be without prejudice to‥‥‥)에서 without prejudice 란 "기존의 claim등에 의한 청구권에는 아무런 xx을 미치지 않는 xx로" 또는 "기존의 청구권은 xxx 존속하여 추후별도의 xx가 가능한" 등의 xxxx (not+without prejudice)의xx이므로, 앞서의 xxx료사유에 의한 종료일 xx는 기존의 권리 및 청구권에 xx을 주어, 추후에는 별도의 책xxx가 불가능하다는 것이 문장 전체의 xx임. 그러나 논리의 구조나 문장 흐름으로 볼 때 not이 없는 xx가보다 정확한 표현으로 생각됨.
ABC shall not be liable to XYZ because of the termination of this AGREEMENT for compensation, reimbursement, and/or damages on account of the loss of prospective profit on anticipated sales and/or on account of expenditures, investments, leases, and/or any type of commitments made in connection with the business of XYZ.
Article 15. After Termination
15.1 After any termination or expiration of this AGREEMENT, XYZ may continue to manufacture and/or sell the LICENSED PRODUCTS on condition that XYZ shall continue to pay ABC the royalties provided herein with respect to any LICENSED PRODUCTS and spare or replacements parts therefor of the order accepted,contract executed and manufacture Initiated by XYZ as well as inventories maintained by or for XYZ prior to such termination or expiration, following such reports to be submitted to ABC within sixty(60) days after such termination or expiration, which will bear the listing of said orders, contracts and/or manufacture as well as inventory, expected dates of completion or sales and other necessary. 계약의 termination 및 expiration 시점을 xx으로 한 재고 및 수주분, 계약체결분, 재공품 등의 처리 xx를 xx하고 있는 xxx. 즉 이와 같은 과도기적 물량만큼은 기술료지급을 조건으로하여 생산 및 판매가 계속될 수 있다는 것을 xx함. 따라서, 계약 종료후의 계속적인 기술료지불xx를 xx하는 것은 아님.
15.2 After expiration of this AGREEMENT, XYZ will manufacture and/or sell the LICENSED PRODUCTS limitedly in the Republic of Korea, provided that XYZ shall continue to pay ABC the royalty to be mutually agreed upon by means of concluding the "Patent License Agreement", should XYZ use any patents held by ABC for XYZ's such manufacture and/or sales. If the above Patent License Agreement is not concluded, XYZ shall Immediately discontinue the use of the phrase "Manufacture under the License from ABC Agricultural Machinery Co., Ltd" stipulated in Article X. 10.1 of this AGREEMENT or other phrase equivalent thereto. xx 종료후의 xx도입자에 xx xx.판매의 제한을 xx하는 것은 아님. 자세한 해xx 제1부 참조.
After any termination of this AGREEMENT attributable to XYZ,XYZ shall have no rights to manufacture and/or sell the LICENSED PRODUCTS except the case permitted in the Section 15.1 hereinabove. xx도입자인 XYZ사에게 귀책될 사유로 xxx료될 xx는 계약 제품의 xx·판매권은 부인됨. 따라서 XYZ사에게 귀책사유가 없는 xx종료, 불가항력에 의한 xxx료 및 ABC사 자신의 귀책 사유에 의한 조기 종료일 xx 등에 있어서는 XYZ사는 별다른 제한없이 계약제품을 계속하여 생산·판매할수 있는 것으로 xx함이 온당함.
Article 16. Assignment
Neither of this AGREEMENT nor any right or interest there under shall be assignable, in whole or in part, by either party hereto without the prior written consent of the other party.
Article 17. Waiver
Any failure of either party to enforce, at any time or for any period of time, any of the provisions of this AGREEMENT shall not be construed as a waiver of such provisions or of the right of the party thereafter to enforce each and every such provision.
Article 18. Force Majeure
Neither of the parties hereto shall be liable to the other party for ,loss or damages suffered by such other party due to strikes, storms, fires, acts of God, or any cause similar to the foregoing beyond the reasonable control of the party, the performance of whose obligations hereunder is affected by such cause, and 친e performance of obligations hereunder shall be suspended during, but no longer than, the existence of such cause, and, provided that if such force majeure condition has continued for not less than one(1)year, either party may terminate this AGREEMENT by giving the other party sixty(60) days written notice te that effect.
Article 19. Arbitration
All disputes, controversies or difference that may arise out of or in relation to this AGREEMENT, which cannot be amicably settled by negotiation between the parties hereto, shall be referred to arbitration pursuant to the "Korean-Japanese Arbitration Agreement" of 16th October, 1973, by which each party hereto is bound. Judgement upon the award may be entered into any court having jurisdiction or application may be made to such court for judicial accept trance of the award and an order of enforcement, as the case may be.
Article 20. No Agency Relationship
Nothing contained in this AGREEMENT shall be construed to institute any of agency relationship between the parties hereto.
당사자간의 대리xxx xx을 부인하는 xxx.
Article 21. Notice
Any notice required or contemplated hereunder shall be in writing and be deemed to the given when sent be registered airmail and properly addressed to ; Notice의 발신을 xx으로 효력이 발생토록 xx한 발신주의 표 xx.
If to ABC : ABC Agricultural Machinery Co., Ltd
Kanda Bldg
00, 0xxxxx, Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxx, 000
xxxxx
If to XYZ : XYZ
C.P.O BOX 1687
Seoul, Korea
or to such other addresses either party shall, from time to time, furnish in writing to the other for such purpose.
Article 22. Entire Agreement and Variations
This AGREEMENT constitutes the entire and only agreement between the parties hereto and no variation, modification or alteration of any of the terms of this AGREEMENT shall be of any of(tract unless in writing signed by the authorized officer or representative on behalf of each of the parties hereto and approved by the Government of the Republic of Korea.
IN WITNESS WHEREOF, the parties hereto have caused to be executed in duplicate originals by their duly authorized representatives as of the day and year first above written.
For ABC For XYZ