Agreement of Technology Consulting Service
                                                                   The date of signature of
This Agreement is made on 1sr July, 2012 between NKH Electronic Company (  the Client ) and Electronic Institute (the “Consultant”), a faculty member/investigator at The university of Texas (the “UT’), and is effective on 1sr July, 2013. The Consultant has extensive experience regarding electronic technology, and the Company seeks to benefit from the Consultant’s expertise by retaining the Consultant as an exclusive Technical Consultant. The Consultant wishes to perform consulting services for the Company. Accordingly, the Company and the Consultant agree as follows:
1、Services 服务内容
The consultant shall provide advice and consulting services to the Company with respect to matters related to computer electronic circuit. The consultant shall be engaged by the Company as a consultant for the exchange of ideas only and under the terms of this Agreement, shall not direct or conduct research for or on behalf of the Company. Any research which may be conducted shall be carried out The consultant under the auspices of a sponsored research agreement between Company and UT.
Upon request by the Company and in return for compensation detailed in Article 2 hereof, the Consultant shall keep the company informed about the consultant applications, features, and specifications in the area of electronic product as they may broaden or change from time to time as well as be available for assisting in quality control issues.

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5、Return of Materials 材料归还
The Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by the Company, all drawings, tracings, and written materials in the Consultant’s possession and (i) supplied by the Company in conjunction with the Consultant’s consulting services under this Agreement or (ii) generated by the Consultant in the performance of consulting services under this Agreement and not generated in the course of the Consultant’s activities as an THE CONSULTANT employee or THE CONSULTANT faculty member.
6、Intellectual Property知识产权
Title to all inventions and discoveries made by Consultant resulting from the work performed hereunder shall reside in UT; title to all inventions and discoveries made by Company resulting from the research performed hereunder shall reside in company; title to all inventions and discoveries made jointly by consultant and Company resulting from the research performed hereunder shall reside jointly in THE CONSULTANT and company. Inventor ship shall be determined in accordance with U.S. Patent law.
After consultation with Company regarding the advisability of filing patent applications, THE CONSULTANT shall file appropriate United states and foreign patent applications for wholly or jointly owned THE CONSULTANT inventions. THE CONSULTANT will provide Company, on a confidential basis, a copy of any such application filed and any documents received or field during prosecution thereof and will provide company the opportunity to comment thereon. On any application on which an employee of Company is named as a co-inventor, Company will cooperate in obtaining execution of any necessary documents by its employees.
THE CONSULTANT agrees to grant to company an option to negotiate an exclusive, worldwide, royalty-bearing license to make, use or sell under any invention or discovery owned wholly or partly by THE CONSULTANT and made or conceived and reduced to practice during the term of this Agreement or within six(6) months thereafter and directly resulting from the performance of the consulting work conducted hereunder, with right of sublicense with accounting to UT. Company shall have three(3) months from disclosure of any invention or discovery to notify THE CONSULTANT of its desire to enter into such a license agreement, and a license agreement shall be negotiated in good faith within a period not to exceed six (6) months from company’s notification to THE CONSULTANT of its desire to enter into a license agreement, or such period of time as to which the parties shall mutually agree.
If Company and THE CONSULTANT fail to enter into an agreement during that period of time, company shall have a right of first refusal with respect to any terms generally more favorable offered by THE CONSULTANT to a third party for a period of one (1) year thereafter.
In the event Company elects to exercise its option to negotiate a license in accordance with the procedures detailed above, it shall be obligated to pay all expenses, including attorney’s fees, incurred in searching prior art, obtaining search opinions, preparing applications, filing, prosecuting, enforcing or maintaining a patent or patent application with respect to the licenses invention in any country in which the patent or application is filed.
7、Defense and Indemnification 辩护和赔偿
The company agrees, at its sole expense, to defend the Consultant and THE CONSULTANT against, and to indemnify and hold the Consultant and THE CONSULTANT harmless from, any claims or suits by a third party against the Consultant or THE CONSULTANT or any liabilities or judgements based thereon, either arising from the Consultant’s performance of services for the Company under this Agreement or arising from any company products which result from the consultant’s performance of services under this Agreement.
8、Term Extent期限延长
This Agreement shall be for a term of 10 months, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant.
Termination of the Agreement under paragraph 8(a) above shall not affect (a) the Company’s obligation to pay for services previously performed by the Consultant or expenses reasonably incurred by the Consultant for which the Consultant is entitled to reimbursement under paragraph 2, above, (b) the Company’s obligations to recognize the priority of THE CONSULTANT and THE CONSULTANT intellectual property rights under paragraph 6(b), above, (c) the Company’s obligation to defend and indemnify the consultant and the Institute under paragraph 7 above, or (d) the Consultant’s continuing obligations to the Company under paragraphs 4(b) and 6(a), above.
9、 Miscellaneous其它
This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and assigns of the parties, as the case may be.
The relationship created by this Agreement shall be that of independent contractor, and the Consultant shall have no authority to bind or act as agent for the company or its employees for any purpose.
The Company will not use the consultant’s or UT’s name in any commercial advertisement or similar material used to promote or sell products, unless the Company obtains in advance the written consent of both the Consultant and UT.
Notice or payments given by one party to the other hereunder shall be in writing and deemed to have been properly given or paid if deposited with the United States Postal Service, registered or certified mail, addressed as follows:
This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between the Company and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by and verbal statement, representation, or agreement made by any employee, officer, or representative of the Company, or by any written documents unless it is signed by an officer of the Company and by the Consultant.
If any term or provision of this Agreement is deemed invalid, contrary to , or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated above.
The signature of President of Client(咨询方负责人签署)
The signature of President of Consultant(服务方负责人签署)