AGREEMENT FOR TRADEMARK LICENSE AND TECHNICAL ASSISTANCE 本协议于______年______月______日生效，由______公司，依中华人民共和国法律设立，以下简称甲方和______，依______法律设立，以下简称乙方，双方共同签署。 THIS Agreement effective on the 16thAGREEMENT FOR TRADEMARK LICENSE AND TECHNICAL ASSISTANCE
THIS Agreement effective on the 16th day of June, 1993 between _____ a corporation organized under the laws of the People’s Republic of China, hereinafter called “Party A”, and ______, a company organized under the laws of the Republic of Peru, hereinafter called “Party B”.
WHEREAS. Party A possesses proprietary technical information including designs. Techniques, processes, formulas, skills and other data useful in the manufacture and marketing of certain products; and
WHEREAS, Party B desires to acquire the right and license to use the aforesaid technical assistance, and the right to receive continuing technical assistance for the purpose of manufacturing, using and selling such products; and
WHEREAS. Party B desires to use the following trademarks owned by ONRINCO; Party A (Symbol).
NOW. THEREFORE, the parties hereto do hereby agree as follows:
A．商标许可A. TRADEMARK LICENSE.
In the present contract, the term PRODUCTS shall be interpreted as the Party A-Series. Family of vehicles released for left hand drive application and the term “Licensed Products” is meant to included all components as improved, added to or modified, which now form or may hereafter form an integral part of the Licensed product(s).
Party B shall identify Licensed Products as being made under License form Party A. The form and location of such identification shall be approved by Party A-Series.
Party B has requested permission to use the above mentioned trademarks upon goods made by itself, and Party A is willing to grant such permission on the terms and conditions hereinafter set forth.
Party A hereby grants to Party B the exclusive right to use in the Republic of Peru the Trademarks Party A; only on PRODUCTS made by Party B; provided, however, that such exclusive right applies only to the use of the trademarks in connection with the PRODUCTS and the parties understand that the trademarks may be used by others, but not on the PRODUCTS. This license is personal to Party B and shall not be assignable to anyone else.
Party B agrees and undertakes to use the above mentioned trademarks strictly on accordance with the instructions and directions of Party A and in conformity with the process and methods of manufacture given directly by Party A to Party B as technical assistance, so that the PRODUCTS on which the trademarks will be used by Party B shall conform to the standards and specifications established by Party A and be uniform in quality with the PRODUCTS on which Party A uses the said trademarks.
Party B recognizes Party A’s ownership of and title to the said trademarks and will not at any time do or suffer to be done any act or thin which will any way impair the rights of Party A in and to said trademarks. Party A through any of its officers or agents shall have the right at any time during business hours to inspect Party B’s factory and any PRODUCTS manufactured by Party B under the licensed trademarks and to the extent necessary to protect the said trademark, the right to reject for sale any such PRODUCTS, after complying with the provisions of Section C of this agreement, which in the judgment of Party A are not of quality to that of similar PRODUCTS manufactured and sold by Party A under the said trademarks.
Party B agrees and undertakes to use the aforementioned trademarks strictly on accordance with the legal requirements in ______and to use such markings in connection there-with as may be required by the applicable ______law and any other pertinent legal provisions. The manner in using with said Party A trademarks on the PRODUCTS will be submitted to Party A for its approval prior to being used as a product graphic on the PRODUCTS.
SUPPLY OF DOCUMENTATION AND TECHNICAL ASSISTANCE
Party A will furnish, one of which will be reproducible:
All drawings for assembly in the possession of Party A to support the specific models to be produced in Peru.
b) i. 对于包含甲方自外部供应商所获得的部分许可证产品不见，甲方提供依其供应商所制作的图纸和/或规格，但应依从于由供应商对于图纸用的限制条件。
With respect to components contained in Licensed Products which are obtained by Party A from outside suppliers, Party A will furnish such drawings and/or specifications as are made available by Party A suppliers and as are required but subject, however, to any omitations placed upon the use of such drawings by supplier.
For supplier components, Party A will supply physical such other information Party A may have developed regarding such supplier components in order to permit Party B to source components of equivalent specifications in Peru.
Party A shall not be liable for the unwillingness of any outside supplier to provide technical documentation for use by Party B.
Material and manufacturing specifications for all parts produced to the design and specifications of Party A.
Tooling and equipment drawings such as may be available in the files of Party A.
The technical documentation and know-how will be supplied in accordance with the standard manufacturing techniques used by Party A. All drawings will be in the language and dimensions of the country of origin. Any conversion to metric dimensions will be the responsibility and cost of Party B.
For the term of this agreement and commencing with a date mutually agreed upon for each Licensed Product, Party A undertakes to release to Party B details of major improvement engineering changes made by Party A to the licensed Product.
Party A will provide or arrange for training at appropriate factories of Party A or its subsidiarism, affiliates or licensees such of Party B personnel for such periods of time and per terms as may be mutually agreed upon.
Party B agrees to manufacture and/or assemble Licensed Products in accordance with the documentation, know-how and technical assistance supplied to Party B by ONRINOC. Party B will adhere to Party A’s design except for compelling and necessary reasons caused by manufacturing capability, performance failures, or material availability.
Alterations or changes will be processed in the following manner;
Version drawings, that is, conversion to metric, material substitutions, and language, will be handled by Party B.
Compelling alterations or changes required by Party B may be processed by Party B provided, however, that advance written notice is given to Party A of such alteration or change and advance approval is given to Party a of such alteration or change and advance approval is given by Party A. Party B will furnish to Party A drawings, sketched, test results, or any necessary data, in English to enable an immediate response. The function, performance quality and interchangeability of changed parts will be Party B responsibility.
Substitution of locally purchased, such as seals, bearings, hardware, etc. will be responsibility of Party B.
Party A has the right at any time to inspect the Licensed Products or components manufactured by Party b or Party B’s suppliers to determine that the materials and workmanship conform to the standard of drawings and specifications supplied by Party A. Party B agrees to cooperate and make available the necessary facilities for such inspections.
It is understood and agreed by Party B that Licensed Products manufactured by Party B shall be manufactured strictly in accordance with the design, drawings, and specifications furnished by Party A unless modified pursuant to C.1. and in any event the Licensed Products will possess the same characteristics in quality and performance as products produced by Party A. Party A, however, does not assume any warranty obligations with respect to Party B Licensed Products if they have not been manufactured strictly in accordance with the design, drawings, and specifications furnished by Party A.
Party B agrees to maintain and protect drawing, specifications, and other technical data identified with proprietary markings of Party A in strict confidence and agrees not to disclose any of this information to any person whomsoever except as may be necessary to secure materials or components for the production of Licensed Products by party B. Party B also agrees to impose similar restrictions on its suppliers to whom such drawings, specifications, and production information are made available for the production of parts or components required by Party B for such purpose.
It is agreed that for manufacturing and purchasing convenience Party B may, at is option, redraw or convert Party A drawings to metric measures and party B part number and description assigned by Party B. Party B further agrees to cause the following legend to appear on all Party A drawings redrawn by Party B.
“This print is provided on a restricted basis and is not to be used in any way detrimental to the interests of Party A”
Party B further agrees to maintain drawings, specifications, and other technical data which are marked or otherwise designated as proprietary to the outside suppliers of Party A and made available by these outside suppliers and forwarded to Party B, in complete confidence. Party B also agrees not to disclose any of this information to any person whomsoever without the permission of Party A.
D． 改进和限制IMPROVEMENTS AND LIMITS
Each party hereto agrees to immediately and fully communicate to the other party any subject matter comprising an improvement, modification, further invention or design it may discover, make or develop with respect to manufacture and discover, make or develop with respect to manufacture and assembly of the licensed Products or components thereof.
The party which discovers, makes of develops such subject matter may, at its own expense and its own name file application for letters Patent or take other necessary legal steps to protect same, and any patent issuing thereon will belong to the party so filling. Said other party, during the life of the Agreement may make use, and sell products utilizing such improvement, modification, further improvement or design (whether patented or unpatented) without charge and royalty fee in any maner not inconsistent with this agreement.
Party A shall not be obligated to defend or save harmless Party B against any suit, damage claim, or demand based on actual or alleged infringement of any patent or any unfair trade practice resulting from the exercise of use of any right or license granted hereunder.
3．本协议不包含如下内容：Nothing in this Agreement shall be construed:
As conferring right or imposing an obligation on either party to bring or prosecute actions against third parties for infringement.
So as to require or impose on either party any duty or obligation, which will violate any proprietary or patent rights of any third party.
E．协议的期限TERMS OF THE AGREEMENT
The term of this Agreement shall be five years from the date first above written. This Agreement may be renegotiated for renewal after four years. Either party may by ninety (90) days prior written notice terminate this agreement.
It is deemed a material condition of this agreement that Party B will actively pursue the manufacture and sale of Licensed Products in accordance with the terms of this agreement. Annual manufacturing objectives will be mutually agreed upon by Party A and Party B as of the date first above written Either party reserves the right to review this Agreement in the event that Party B fails to meet the annual manufacturing objective mutually agreed upon between Party B and Party A.
Either party may terminate this agreement forthwith in the event of the bankruptcy or insolvency of the other party.
his Agreement may be terminated forthwith by the mutual consent of both parties.
Upon termination of the present contract, Party B will, within twelve (12) months thereafter, discontinue the use of the trademarks or any similar marks. In the event that Party B fails to discontinue the use of one or more of Party A’s marks within twelve (12) months from the termination of this Agreement, Party B shall pay to Party A the sum of _____. U.S. Currency for each month during which such unauthorized use of Party A’s trademarks.
Until other wise notified in writing, the mailing addresses of the parties hereto for notices and communications, are as follows: (unless otherwise specified in this Agreement)
甲方：Party A:______ 乙方：Party B ______
Party B hereby acknowledges the ownership of the Trademarks in Party A, and admits the validity of the Trademarks and any and all registrations in _______ and foreign countries thereto now or hereafter issued with respect to the Trademarks and owned by Party A or a related company, Party B agrees that it will not attack directly or indirectly such validity or ownership and will not permit the same to be done, both during the term of the Agreement and thereafter. Party B further agrees that in the event it acquires, during the term of this agreement or thereafter, and rights in the Trademarks in ______ or elsewhere in the world, except as granted by this Agreement, it will, at Party A’s request, assign such rights to party a along with and good will associated with such rights.
Party B agrees that it will not use or acquiesce in the use of any trademarks, which are likely to be confusingly similar to the Trademarks.
Party B shall promptly notify Party A of any conflicting use of, or acts of infringement upon, the Trademarks of which it may become aware and agrees to cooperate with Party A in every reasonable way in prosecuting all acts that Party A may deem advisable to protect the validity of Party A’s right in the Trademarks, it being expressly understood that Party B shall take no action independently of Party A without first obtaining the written approval of Party A.
本协议依______法律解释。This Agreement is submitted to the Laws of _____.
Except as is otherwise expressly provided herein, all disputes, controversies or differences arising between the parties out of or in relation to or in connection with this agreement, or any breach or default hereunder (including but not limited to, a dispute concerning the existence or continued existence of this Agreement, and the validity of the arbitral provision) which cannot be settled amicably shall be subject to arbitration.
Arbitration shall be conducted in accordance with the procedures and rules set forth in the civil code of _______ and Civil Procedure Code of _____.
The arbitral tribunal shall have its seat, and arbitration proceedings shall take place in ________.
甲方公司Party A 乙方公司Party B
代表：By ______ 代表：By ______