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技术出口合同商务部2007版

Contract for Equipment Sales and Technology Licensing

Contract No.

This Contract (hereinafter referred to as the “Contract”) is made and entered into as of (the date of signature ) in (the

place of signature) through friendly negotiation by and between ,

a company incorporated and existing under the laws of with its

registered address at , and with its principal place of business

at (hereinafter referred to as the “Buyer”), and ,

a company incorporated and existing under the laws of the People's Republic of

China with its registered address at , and with its principal

place of business at (hereinafter referred to as the “Seller”).

Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in

relation to the Erection, Test Run, Commissioning, Performance Test,operation

and maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:

Article 1 Definitions

1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance with

Article 11.5.

1.2 “Commissioning” means the operation of the Equipment in accordance with

Article 11.4 for the purpose of carrying out Performance Test.

1.3 “Contract” means this Contract signed by and between the Buyer and the

Seller, including Appendices attached which shall form an integral part of

this Contract.

1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified

in Appendix 1.

1.5 “Destination Airport” refers to Airport.

1.6 “Effective Date of the Contract” means the date when the Contract enters

into force upon fulfillment of all the conditions stated in Article 18.1.

1.7 “Equipment” means the equipment, machinery, instruments, spare parts and

materials supplied by the Seller as listed in Appendix 3.

1.8 “Erection” means placing the Equipment to the positions according to the

design drawings, and connecting it with relevant equipment and utilities.

1.9 “Improvement” refers to new findings and/or modifications made in the

validity period of the Contract by either party on Patent and/or Know-how in

the form of new designs, formulas, recipes, ingredients, indices, parameters,

calculations, or any other indicators.

1.10 “Job Site” means the site where the Equipment shall be located and/or erected, namely .

1.11 “Know-how” refers to any valuable technical knowledge, data, indices,

drawings, designs and other technical information, concerning the Erection,

Test Run, Commissioning, Performance Test,operation and maintenance for the

Equipment as well as manufacture of the Contract Products, developed and owned

or legally acquired and possessed by the Seller and disclosed to the Buyer by

the Seller, which is unknown to either public or the Buyer before the Date of

Effectiveness of this Contract, and for which appropriate protection measures

have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.

1.12 “Last Shipment” means the shipment with which the accumulated invoice

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