1.商标许可合同

TRADEMARK LICENSE CONTRACT Signing 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 License Licensor 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 Contract Licensor 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 coming into 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. Taxes All 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 Documentation The 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 Promise Licensee 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 Licensor 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. Protection Licensee 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 Majeure The 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 Dispute All 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​​​______ 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 Term 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 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. Miscellaneous This 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: ​​​______