LICENSE CONTRACT OF TECHNOLOGY

FOR THEMANUFACTURING OF _________

Date of signing : _________,_________

Place of signing : Beijing. China

Contract No.: ______

In accordance with Bid No. ______under the I.B.R.D. Loan No. ______, International Tendering Company of China National Technical Import and Export Corporation, Beijing PRC(hereinafter referred to as the “Licensee”) on the one hand, and ______Company, Germany (hereinafter referred to as the “Licensor”) on the other hand，

Whereas the Licensor has the technical know- how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of Railway______ as required by Licensee;

Whereas the Licensor has the right and agrees to transfer the above –mentioned technical know – how to the Licensee for the manufacture of Railway ______product;

Whereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway______ product;

Whereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway ______ product;

Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway______ product under other contract.

The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below;

ARTICLE 1 DEFINITIONS

1.1 “The Licensee” means International Tendering Company of China National Technical Import and Export Corporation, Beijing, P.R.C.

1.2 “The Licensor” means _____Company, Germany.

1.3 “The Contract” means the agreement entered between the Licensee and the Licensor, as recorded in the Contract signed by both parties including all annexes, attachments and appendices thereto and all documents incorporated by reference therein.

1.4 “The contract Price” means the price payable to the Licensor by the Licensee under the Contract for the full and proper performance of its contractual obligations.

1.5 “The Contract Products” means all the p roducts with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated in Annex 2 to the Contract.

1.6 “The Contract Factory” means the place where the Licensee man ufactures the Contract Products by using the Technology supplied by the Licensor, That is Beijing _____ factory.

1.7 “The Technical Documentation and Software” means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex III of the Contract, It consists of the followings:

A. All the technical indices, drawings, design, technical documents and software relating to the design, manufacture, calculation, assembly, installation, test, managements, inspection, adjustment, operation, maintenance, acceptance test and sale of the Contract Products;

B. All the technical indices, drawings, design, technical documents and software relating to the inspection, installation. Commissioning, testing, acceptance, operation and maintenance of the Contract Equipment;