TRADEMARK LICENSE CONTRACTSigning Date:______Signing Place: ______Contract No.: ____________Company (hereinafter referred to as“Licensee”) on the one hand and______ Company______City, ______ Country (hereinafter referred to as “ Licensor”) on the other hand;Whereas the trademark right of ______is owned by Licensor;Whereas Licensor has the right and agreed to grant Licensee the rights to use, manufacture and sell the Contract Products of the technology;Whereas Licensee hopes to use the trademark and technology of Licensor to manufacture and sell the Contract Products;Both parties’ authorized representatives, through friendly negotiation, have agreed to enter into this Contract under the terms as stipulated below.1. Grant of LicenseLicensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, worldwide, royalty license to use the trademark solely in connection with the company business, subject to the limitations set forth in this Contract.2. Scope of the ContractLicensor agrees to grant Licensee the License and right to use the trade mark of Licensor, while the combined trade mark of both parties or mark the wording production according to Licensor’s license, on the Contract Products can also be adopted. Licensee agrees to obtain from Licensor, and Licensor agrees to grant Licensee the right to design, manufacture and sale.In the course of implementation of the Contract, Licensor is under an obligation, upon the request of Licensee, to provide Licensee at the best favourable price with the technical services or some components, spare parts and raw materials which are necessary for manufacturing the Contract Products. When the time comes, both parties will sign the new contract through friendly consultation.Except as provided in this Article, all Licenses granted herein shall be nontransferable and non-assignable without the prior written consent of Licensor.Licensee acknowledges that Licensor owns the Licensed trademark(s) and all rights therein and that nothing in this Contract shall give Licensee any right, title or interest in or to the Licensed trademark(s) other than pursuant to the license granted hereby.Licensee agrees that it will do nothing inconsistent with Licensor’s ownership of the trademark and shall not claim adversely to Licensor, or assist any third party in attempting to claim adversely to Licensor, with regards to such ownership. Licensee agrees that it will not challenge the title of Licensor to the trademark, oppose any registration thereof, or challenge the validity of this Contract or the Licenses granted herein. Furthermore, Licensee will not register, nor attempt to register, any tradename or trademark which, in whole or in part, incorporates or is confusingly similar to the Licensed trademark(s).Without the prior written approval of Licensor, Licensee is not authorized to use the trademark in connection with any business activity unrelated to the company business.Notwithstanding the License granted herein and any of the provisions hereof, no rights or licenses are granted to Licensee with respect to any other trademark, service mark and / or trade name not listed on the attachment hereto.Licensee agrees to assist Licensor in recording this Contract with appropriate government authorities where such recording is required by law or regulation or where such recording is permitted or desired by Licensor.All costs associated with recording this Contract, the License granted herein and registering, maintaining, or renewing Licensed trademark(s) exclusively used by Licensee shall be borne by Licensee. All costs associated with registering, maintaining or renewing any Licensed trademark(s) also used by______ shall be borne by______.3. Price of the Contract(1) Price of the Contract shall be calculated on Royalty and the Contract and the currency shall be in RMB.(2) Royalty under the Contract shall be paid from the______ month after the date of cominginto force of the Contract in terms of Calendar Year. The date of settling accounts shall be December 31st of each year.(3) Royalty at the rate of ______% shall be calculated in terms of net selling price after the Contract Products are sold in this year, the Contract products which have not been sold shall not included.(4) The report of the selling quantity, net selling amount of the Contract Products and Royalty which should be paid last year shall be submitted to Licensor in written form by Licensee within ten days after the date of settling accounts to Royalty.(5) If Licensor demands to audit the accounts of Licensee, it shall notice Licensee within 15 days after receiving the written notice of Licensee in accordance with Section 3.4 of the Contract.4. Way of Payment(1) Royalty stipulated in the Contract shall be effected by Licensee to Licensor through the Bank______ (here it is the business Bank of Licensee) and______ (the Bank of Licensor). The Payment shall be settled in RMB.(2) Licensor shall immediately issue the related documents after receiving the written notice submitted by Licensee in accordance with the Contract. The royalty shall be paid by Licensee to Licensor within 20 days after Licensee has received the following documents which are provided by Licensor and found them in conformity with the stipulations of the Contract:Three copies of the statement on calculation of the royalty or;Three copies of the commercial invoice or;Three copies of the sight draft.(3) Licensee shall have the right deduct from any of the above mentioned payment the penalties and / or compensations which Licensor shall pay to Licensee.5. TaxesAll the taxed and duties in connection with and in the execution of the Contract to be levied on Licensee by the Government of the People’s Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee. All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensor by the Government of the People’s Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensor.6. Delivery of the Technical DocumentationThe trademark name, content and related situation which Licensor applied for the trademark from China trademark office shall be provided by Licensor to Licensee in accordance with the Contract.The trademark documents shall be provided by Licensor to Licensee while the Contract is signing.7. Quality PromiseLicensee agrees that the nature and quality of all products sampled, sold, or otherwise disposed of by Licensee and covered by the Licensed trademark(s) shall conform to the standards set by and under the control of______ (hereinafter,“Quality Standard”). Such Quality Standard shall be reasonable, shall be no greater than the quality standards imposed by Licensee’s customers in general, and shall be at least equal in quality to the products (in the aggregate) sold by Licensee prior to the date hereof.Licensee shall deliver to Licensor, upon Licensor’s request and without charge to Li censor representative samples of labels, containers, advertisements, catalogs, letterhead, and the like, containing the name______ to enable Lisensor to ensure that such name is used only in a manner set forth in the Contract.Licensor shall have the right to impose on Licensee, as necessary, other specifications or requirements not provided for under this Article to maintain control over the company business to ensure the requisite Quality Standard with respect to products manufactured by the Licensee that include the Licensed Trademark(s).8. ProtectionLicensee shall promptly notify Licensor of any and all infringements, imitations, simulations or other illegal use or misuse of the Licensed trademark(s) which come to Licensee’s attention. Licensee shall render Licensor all reasonable assistance in connection with any matter pertaining to the protection, enforcement or infringement of Licensed Trademark(s) used by Licensee, whether in the courts, administrative or quasi-judicial agencies, or otherwise.9. Force MajeureThe effected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation. Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.10. Settlements of DisputeAll disputes in connection with or in the execution of the Contract shall be settled throughfriendly consultation by both parties.In case no settlement to disputes can be reached through friendly consultation by both parties, the disputes shall be submitted to______ for arbitration which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration.The arbitral award is final and binding upon both parties.The arbitration fee shall be borne by the losing party. If the arbitration involves only a part of the Contract, then in the course of arbitration，the execution of the Contract shall be continued except the part which is under arbitration.11. Contract TermBoth parties shall apply to the competent authorities of their respective Government for ratification of the Contract, the date of ratification of the competent authorities of both parties, Government, whichever comes later, shall be taken as the date of coming into force of the Contract. Both parties shall try their utmost to obtain the ratification within 90 (ninety) days after signing the Contract, upon obtaining the ratification form the competent authority of his Government, one party shall inform the other party by telex or cable within the shortest possible time and send to the other party a letter confirming the date of ratification.The contract shall be valid for a period of______ years from the date of coming into force of the Contract. The Contract shall become null and void automatically after the expiration of the said period.In the course of implementation of the Contract, all the alterations, amendments, supplements and subtractions to the Contract have been agreed upon and signed in written documents through consultation by both parties. They are integral parts of the Contract and have same legal force and effect as in the Contract.After the date of the expiry of the validity period of the Contract, all those creditor’s rights and debts which have not been fulfilled by either of the parties shall still be fulfilled by both parties without any influence of the expiry of validity period of the Contract.12. MiscellaneousThis Contract and any other writing signed by the parties that specifically reference this Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.This Contract may not be assigned nor transferred by Licensee without the prior consent of Licensor.All rights and obligations incurred hereunder by Licensor and Licensee shall extend to and be binding upon their respective domestic and international divisions, subsidiaries, other controlled companies, affiliates and related entities.The waiver by Licensor of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.If any provision of this Contract shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Contract invalid. Rather, the Contract shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.Instruction, direction or demand under the terms of this Contract required to be in writing will be duly given upon delivery.The Contract is made out in English in four originals, two for each party. Within the validity period of the Contract, the communication between both parties shall be made in English; the formal notice shall be made in written form in two copies, sending by registered air mail.IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized officers or agents as of the day and year first above written.Licensor: ______Address: ______Tel and Fax: ______Authorized Representative: ______Licensee: ______Address: ______Tel and Fax: ______Authorized Representative: ______PATENT LICENSE CONTRACTDate: ______Place: ______Contract No.: ______Whereas, Licensee desires to use the Licensed patent in connection with the company business for______ year and Licensor is willing to grant to Licensee the right to use the Licensed patent for ______ year on or in connection with the company business, such use subject to the terms and conditions of this Agreement.Now therefore, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, hereto agree as follows:1. Concept(1) Patented Technology means the technology which has been written in Appendix 1 to the Contract. It was approved by China Patent Office in______ and granted the patent right, and the patent number is______ .(2) “Licensor” means______ Company, or the legal representative, or agency or the property successor of the Company.(3) “Licensee” means ______Company, or the legal representative, or agency or the property successor of the Corporation.(4) “The Products” means the products stipulated in Appendix 2 to the Contract.(5) “The Contra ct Factory” means the factory which manufactures the Contract Products. It is located in ______Zone______ City, ______Province and named as______ .(6) “The Date of C oming into Force” means the date of ratification of the Contract by the competent authorities of both parties, whichever comes later.2. Scope of the Contract(1) Licensor agrees to grant Licensee the license and right to design, manufacture, use, sell and export the Contract Products in China. The license and right are non-exclusive anduntransferable.(2) Licensee agrees to obtain from Licensor, and Licensor agrees to grant Licensee the right to design, manufacture and sale.(3) Licensor is responsible for providing Licensee with the Patented Documents of the Contract Products, including the name, content, application for patent and number of the patent, etc.(4) In the course of implementation of the Contract, Licensor is under an obligation, upon the request of Licensee, to provide Licensee at the best favourable price with the technical services or some components, spare parts and raw materials which are necessary for manufacturing the Contract Products. When the time comes, both parties will sign the new contract through friendly consultation.3. Price of the ContractRoyalty at the rate of______% shall be calculated in terms of net selling price after the Contract Products are sold in this year.Licensee shall provide Licensor with accurate written report within______ days from the date of settling accounts, specifying the selling quantity, net selling amount of the Contract Products and Royalty which should be paid last year. If any mistakes or inconsistencies in the report are found, notice should be notified to Licensee within ten days from the date receiving the report. Such mistakes or inconsistencies should be rectified immediately by Licensee.Licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted. If Licensor demands to audit the accounts of Licensee, it shall notice the other party within ten days after receiving the written report of the other party.4. TaxesAll the taxes and duties in connection with and in the execution of the Contract to be Levied on Licensee by the Government of the People’s Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee.5. ProtectionLicensee shall promptly notify Licensor of any and all infringements, imitations, simulations or other illegal use or misuse of the licensed pate nt which come to Licensee’s attention.6. Delivery of the TechnicalThe Patent Documents shall be provided by Licensor to Licensee while the Contract is signing.Within the validity period of the Contract, both parties shall provide each other with the improvement and development of the Technology related to the Contract Products free of charge.The improved and developed technology shall be owned by the party who improved and developed the technology, the other party shall be prohibited from applying for the patent, or transferring to the third party.7. CompensationLicensee agrees to indemnify and hold harmless to Licensor and its directors, officers and employees from any and all claims for damage or injury to persons or property or for loss of life whereby Licensor has been found liable to any third party under any product liability, tort liability or similar action arising out of or in Documentation and Improvement connection with the use by the Licensee of the Licensed patent.8. PromiseLicensor guarantees that Licensor is the legitimate owner of all the Patented Technology and Documentation supplied by Licensor to Licensee in accordance with the Contract, and that Licensor is lawful in a position to transfer all such Technology and Technical Documentation to Licensee. In the course of implementation of the Contract, if any third party accuses Licensee of infringement, Licensor shall be responsible for approaching the third party about the accusation and bear all the economic and legal responsibilities which may arise.Licensor guarantees that the Patent covered in the Contract shall be lawful and valid in the course of implementation of the Contract. If because of Licensor the Patent advanced ceases to be in force, Licensor shall repay expenses which have been paid by Licensee after the Patent has ceased to be in force, and plus the interest at the rate of______ % (say______ percent) per annum.Within the validity period of the Contract, Licensor shall pay the cost of maintaining the Patent on time in accordance with related stipulation of the China Patent Office so as to maintain the Patent effectiveness.In the course of implementation of the Contract, if the legal mature of the Patent concerned in the Contract has changed, Licensor shall immediately notify Licensee this case in written form, then both parties shall solve the problem, and decide the further execution of the Contract throughfriendly consultation.9. Force MajeureThe effected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.10. Settlements of DisputeAll disputes in connection with or in the execution of the Contract shall be settled through friendly consultation by both parties.In case no settlement to disputes can be reached through friendly consultation by both parties, the disputes shall be submitted to China International Economic and Trade Arbitration Commission Sub-Commission for arbitration which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.The arbitration fee shall be borne by the losing party. If the arbitration involves only a part of the Contract, then in the course of arbitration, the execution of the contract shall be continued except the part which is under arbitration.11. ConfidentialityAll drawings, designs, specifications and all other technical information made available under this Contract by Licensor shall be kept strictly confidential by Licensee who shall not sell，transfer or divulge it in any manner to anyone except those of its own employees who will be using it in the manufacture of the Products, without prior written consent of Licensor.12. Jurisdiction and LawsuitThis Contract shall be construed in accordance with and governed by the substantive internal laws of China.Any controversy or claim arising hereunder that cannot be resolved by the parties themselves,shall be settled by arbitration in China.Any award rendered thereon shall be in writing and shall be final and binding on the parties and judgment may be entered thereon in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration and the costs and expenses of the arbitrators shall be borne as determined by the arbitrator.13. Beginning and TerminationThe Contract is signed by the authorized representatives of both parties on ______ in ______.This Controct and the License granted herein shall be effective from the signing date.Licensor shall have the right to immediately terminate this contract, or any or all licenses grantedherein, upon written notice to Licensee in the event of a winding-up, sale, consolidation or merger where Licensee is not the survivor, or any sequestration by governmental authority of Licensee.Immediately after signing the Contract, both parties shall apply to the competent authorities of their respective Government for ratification of the Contract, the date of ratification of the competent authorities of both parties Government, whichever comes later, shall be taken as the date of coming into force of the Contract. Both parties shall try their utmost to obtain the ratification within 90 (ninety) days after signing the Contract, upon obtaining the ratification form the competent authority of his Government, one party shall inform the other party by telex or cable within the shortest possible time and send to the other party a letter confirming the date of ratification.The Contract shall be valid for a period of ______ years form the date of coming into force of the Contract. The contract shall become null and void automatically after the expiration of the said period.After the Contract has expired, if the Patent concerned in the Contract is still valid, Licensee shall not continuously use the Patent. If Licensee demands to use the Patent continuously, the Contract shall be renewed between both parties; if the Patent concerned in the Contract lose effectiveness, Licensee may continuously use the Patent without paying any charge to Licensor.In the course of implementation of the Contract, all the alterations, amendments, supplements and subtractions to the Contract have been agreed upon and signed in written documents through consultation by both parties. They are integral parts of the Contract and have same legal force and effect as in the Contract.The Contract is made out in English in four originals, two for each party. Within the validityperiod of the Contract, the communication between both parties shall be made in English; the formal notice shall be made in written form in two copies, sending by registered air mail.Licensor: ______________CompanyAddress:Tel and Fax:Authorized Representative:Licensee:Address:Tel and Fax:Authorized representative:Appendix 1:Appendix 2:COPYRIGHT TRANSFERRING AGREEMENTMemorandum of agreement is made this______ (day) o f______ (month) ______ (years) between______ (name and address of Chinese publisher) (hereinafter termed “ the Publisher”) of the one part, and______ (name and address of foreign publisher) (hereinafter termed “the Proprietor”) of the other part.Proprietor:Publisher:Date:Whereas the Proprietor is the proprietor of a work by______ (name of author) (hereinafter termed the Author) entitled: ______ (title of book), ______ (number) Edition (hereinafter termed the Work).1. Items of TransferringSubject to the terms detailed in this Agreement, the Proprietor hereby transfer the right to produce and publish the Work in hardback / paperback volume form in the Chinese language (simplified characters) under the Publisher’s imprint (hereafter termed the Translation) for sale in the main land territory of the People’s Republic of China, including Hong Kong and Macao.The Publisher shall reproduce the Pro prietor’ jacket design of the Work, make any use of the Proprietor’ logo, brands of colophon, on the condition of getting the prior written consent of the Proprietor. This Agreement also grants the rights in respect of subsequent editions of the Work.2. PaymentThe Publisher shall make the following payments to the Proprietor, in accordance with this contract hereof, namely:The sum of US dollars______ payable on signature of this Agreement in advance and on account of any sums which may become due to the Proprietor under the terms of this Agreement. The said payment in advance is not recoverable in the event of any default by the Publisher in carrying out the terms of this Agreement.3. TaxesOn the Chinese retail price of all copies sold by the Publisher, wherever sold:A Royalty of ______ percent on the first______ copies sold;A Royalty of ______ percent on all copies sold between______ and ______ copies;A Royalty of ______ percent on all copies sold beyond the first______ copies.On remainder copies of the translation sold by the Publisher or below cost royalty shall be payable but no such remainder copies shall be sold within a period of two years from the date of the first publication of the translation.4. Effective of the AgreementThe Agreement shall not come into effect until the Proprietor have received the payment detailed in Clause 2 hereof.5. Reservation of RightThe Proprietor reserve the right to request the Publisher to submit the manuscript of the translation to the Proprietor for their approval before commencing the production of the translation.6. Stylebook______ free copies of the Translation shall be sent to the Proprietor on publication together with a note of the actual date of publication and the retail price of the Translation.7. AccountsAccounts for the translation shall be made up annually / twice annually by the Proprietor to ______ (accounting date(s)) and the accounts rendered together with any sums payable under this Agreement within six months of the accounting date(s).Should any of the payments detailed in this Agreement be three months overdue the right herein transferred shall forthwith lapse and all rights conveyed by it shall, without further notice, revert to the Proprietor.8. PromiseThe Proprietor hereby warrant to the Publisher that they have the right and power to make this Agreement and that according to law the Work will in no way whatever give rise to a violation of any existing copyright, or a breach of any existing agreement and that nothing in the Work is likely to give rise to a criminal prosecution or to civil action for damages or any other remedy and the Proprietor will indemnify the Publisher against any loss, injury or expense arising out of any breach or alleged breach of this warranty.The right hereby transferred to the Publisher shall not be transferred to or extended to include any other party, nor shall the translation appear under any imprint other than that of the Publisher, except with the prior written consent of the Proprietor. All rights in the Work other than those specifically granted to the Publisher under this Agreement are reserved by the Proprietor.9. TerminationDuring the validity of this Agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this Agreement.10. Jurisdiction and LawsuitThis Agreement is made subject to the laws of the People’s Republic of China and any disputes or differences arising between the parties in respect of the construction or otherwise of this Agreement shall be referred to the______ and the decision of the Committee shall be final limit the rights of the Proprietor outside the territory specified in Clause 1 hereof, including litigation.This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and undertakings whether oral or written, concerning the subject matter of this Agreement, and may not be varied except by agreement in writing between the parties.Signed ______ for and on behalf of the PublisherSigned ______ for and on behalf of the ProprietorDate:Place:。