专利（专利申请）号Filing number ：
专利（专利申请）号Filing number ：
Title of the patent(application) :(英文)（English）
专利（专利申请）国别Country of the patent(application)：美国( USA)
专利（专利申请）日Filing date ：
许可方 (Licensor )：
被许可方 (Licensee )：
Article 1: Definitions 第1条：定义
The terms given below shall have the following meanings for all purposes of this agreement:
"Agreement" shall refer to this license Agreement
"Licensed Area" shall refer to the Territories named in Appendix 3.
“Patents” shall refer to patents and patent applications as listed in Appendix 2.
“Technical Information” shall refer to any and all technical knowledge, Patents, know-how and information supplied by Licensor to Licensee, which is necessary to use the Licensed Process and Equipment.
Each calculation year starts at January 1st and ends at December 31st.
Article 2: Grant of License第2条：授予许可
The Licensor shall grant the Licensee a license for the Licensed Process and Equipment, for use in plants and locations within the geographical area named in Appendix 3, the Licensee to use the patents and know-how in accordance with the conditions specified in this Agreement.
Article 3: Object of License and Technical Specification for Products under License
3.1 The License covers the documentation of know-how and implementation of the XXX process and the equipment for the Licensed Area covered by this Agreement and is described in Appendix 1.
3.2 The Licensee is not authorized to use the Licensed Process and Equipment for any
other purpose than specifically defined in Article 2.
Article 4: Training and Support第4条：培训和支持
The Licensed Process and Equipment may only be applied according to the Licensors Training Manual by trained and certified personnel (trained and certified by the Licensor). The goal of the training is that the Licensee gains the ability to execute YYY cleanings at the Licensed Areas without any assistance from the Licensor.
The training, which lasts 2 to 3 days, consists of a theoretical and a practical part. After passing a theoretical and practical test the participants will receive a certificate for the application of the Licensed Process.
Training cost and expenditures incurred by Licensor are to be born by the Licensee.
The Licensor keeps the right for auditing the Licensees application. As a result a ‘Refresher Training’ could be necessary which will be defined between Licensee and Licensor.
Services from Licensor’s personnel and experts such as: personnel training, cleaning supervision, sales and marketing support, and general direct management support activities will be charged or reimbursed to the Licensee according to the price list in Appendix 7.
Article 5: Product Modifications / Inventions 第5条：产品变更/发明
5.1 During the term of this Agreement, the Licensor shall make available to the Licensee, at no additional cost to the Licensee, for use in connection with Licensed Process and Equipment designed or to be designed by the Licensee under this Agreement, all Technical Information developed or acquired by the Licensor after the date
hereof, which is at the Licensor's free disposal.
Any rights to inventions resulting from such further developments or new designs shall exclusively belong to the Licensor.
In addition to the license granted, the Licensor shall grant the Licensee non-exclusive licenses relating to improvements to the licensed products provided these have been made by the Licensor during the term of this Agreement. This shall not lead to an increase in the royalties.
5.2 During the term of this Agreement, the Licensee shall make available to the Licensor, at no cost to the Licensor, all knowledge relating to the Technical Information and within the scope of the Licensed Process and Equipment developed or acquired by the Licensee after the date hereof, which is at Licensee's free disposal.在
Any rights to inventions resulting from developments or new designs by the Licensee or a plant owner shall belong exclusively to the Licensee. However, the Licensee shall grant the Licensor non-exclusive non-transferable licenses to inventions made during
the term of this Agreement, free of charge. The right to grant sub-licenses by the Licensor to such inventions to customers and to other licensees must be agreed between the parties in writing .
Article 6: Warranty / Indemnification of the Licensor
6.1 The Licensee shall assume all guarantees and warranties (if any) within the Licensed Area for Licensed Process and Equipment used under the license.
6.2 The Licensee shall bear the full and sole responsibility for using the Licensed Process and Equipment and handling of the equipment supplied by the Licensor according to Appendix 4.
6.3 The Licensee indemnifies the Licensor from any and all liabilities including consequential damages arising from any use of the Licensed Process and Equipment.关于任何及一切责任，被许可方均对许可方作出赔偿，包括因对许可工艺和设备进行任何使用而产生的衍生性损害。
Article 7: Patents第7条：专利
7.1 The Licensee is entitled to use the patents and patent applications held by the Licensor in relation to this license.
7.2 The parties to the Agreement shall inform each other without delay if they become aware of any action by third parties, which might constitute an infringement of the patents applied for or registered worldwide, and in the People’s Republic of China. If one of the parties to the Agreement deems it necessary to take legal action against a third party, the parties to the Agreement shall collaborate closely, keeping each other fully informed in relation to the legal proceedings. The right to take legal action shall belong to the Licensor. (This shall also apply to infringements relating to improvements initiated by the Licensor). However, the Licensor shall have no obligation to take legal action against parties infringing these rights.
7.3 The Licensor does not warrant the patent-ability of the patents and applications mentioned in Appendix 2. The Licensor only warrants the realization of the license on an industrial basis by usual diligence.
Article 8: Secrecy第8条：保密
8.1 The Licensee shall keep secret towards third parties all the technical specifications for the products under license entrusted to him by the Licensor as well as all the other experience (know-how) transferred to the Licensee except as required by the purpose of this Agreement.
8.2 The Licensee shall impose this secrecy obligation also on his employees and agents by means of appropriate measures and agreements. The Licensee shall be responsible for the observance of this secrecy obligation by his employees, even beyond the point of time of their possible departure from the company. The same applies for any third parties commissioned by the Licensee.
8.3 The Licensee shall not be responsible for the disclosure of any information or documentation:
(1) which was known to the Licensee priorto January 2011.
(2) which was a part of public domain at the time of its disclosure;
(3) which becomes a part of public domain through no fault by the Licensee;
(4) which is revealed to the Licensee at any time by a third party then under no duty of secrecy; or
(5) which is independently developed by the Licensee.
8.4 The above provisions (8.1 - 8.3) shall apply to Licensor on reciprocal basis for any confidential information by the Licensee to the Licensor under this Agreement.
Article 9:License Fees第9条：许可费
9.1 Down payment:首期付款
To cover the obligations of the Licensor including supplying sets of equipment as specified in Appendix 4, including spare parts, the Licensee shall pay a one-off license fee of RMB 650,000 per set of equipment delivered to the Licensee.-.
In addition, the Licensee pays to the Licensor royalties for each boiler cleaning:
a) 27.5 % of the price invoiced to the customer
Every month, the Licensee shall provide the Licensor with a list of all executed cleaning jobs. Based on this list the Licensor will send an invoice for the Royalties. The Licensee shall pay the invoice not later than 30 days after receipt of the payment for the executed jobs.
The sales price for the cleaning services to be charged to the customers will be set between the Licensee and the Licensor.
9.3 The license fee is in consideration of the granting of the license according to this agreement.
9.4 The license fee is a net payment.许可费为支付净额。
Any taxes, fees or charges of whatever nature levied now or in the future in the Licensed Area according Appendix 4 are excluded from this license fee and shall be borne and paid directly by the Licensee.
9.5 Additional services of specialist personnel of the Licensor for know-how transfer, consulting or annual training on request of the Licensee shall be charged to the Licensee according price list in Appendix 7.
Article 11: Wear- and Spare parts第10条：磨损和备件
10.1 Spare parts备件
When requested by the Licensee, the Licensor shall deliver parts subject to wear and tear and spare parts at cost price plus a handling fee of 20%.
After due consultation and authorization, the Licensee is under an obligation to purchase newly designed parts that increase the safety of the equipment, at cost price plus labour cost plus a 20% handling fee.
Article 11: Obligation to record and supply information
The Licensee is under an obligation to keep accurate and complete records (book-keeping) in accordance with Appendix 6, in sufficient detail to enable the royalties to be accurately determined. The Licensee shall permit the Licensor or a party designated by it to examine the parts of the said records relevant to the Licensor from time to time during the term of this License Agreement and for one
year after the termination of this License Agreement, providing the Licensee is informed in good time.
Article 12: Coming into Force and Duration第12条：生效和期限
12.1 This Agreement shall enter into force on January 1st 2011.
12.2 This Agreement shall continue in full force and effect until five (5) years from the date coming into force and shall then be automatically extended by one (1) year unless either party gives written notice of its intent to terminate at least six (6) months prior to expiration of the initial five (5) year term or, after automatic extension by the stipulated period of one (1) year, at least six (6) months before the expiry of the stipulated period of one (1) year.
Article 13: Termination第13条：终止
13.1 Except in cases of force majeure, this Agreement can be terminated by any of the two parties at any time with immediate effect if the other contracting party does not observe or infringes one or several provisions of this Agreement and if the other party does not eliminate or correct the cause - if this is possible - within a period of 30 days after this infringement has been brought to the attention of the violating party.
13.2 The dissolution of this Agreement for whatever reasons under Article 14 shall not justify any claim for compensation.
13.3 After termination of this Agreement, the equipment supplied by the Licensor under Appendix 4 shall be returned to the Licensor promptly.
Article 14: Amendments to Agreement第14条：协议的修改
14.1 In the event of one of the parties being taken over by another company, i.e., if substantial shares of the company change owners, this contract shall be assigned to the new owner without the other party’s prior consent. However, the other party shall be informed about the change as soon as possible.
14.2 Amendments to this Agreement can only be decided by mutual written agreement between the Licensee and the Licensor.
14.3 If any provision of this agreement is held invalid by any competent authority, the remainder of this agreement shall continue in effect. The parties shall replace any invalid provision with a valid provision which most nearly confirms to their original intent.
Article 15: Language, Applicable Law and Arbitration Clause
15.1 This Agreement shall be executed in an English and in a Chinese version. In case of doubt the English version shall prevail.
15.2 Hong Kong law shall apply to this Agreement.
15.2 All disputes relating to this Agreement and its implementation that cannot be amicably resolved between the parties shall be settled finally and bindingly by arbitration to be held in defendant's country pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the I.C.C. Rules.
Article 16: Number of Copies of this Agreement第16条：本协议份数
This Agreement is issued in two (2) copies and is signed by the Licensor as well as the Licensee in a legally binding way. Each party acknowledges receipt of a copy.
Article 17: Language and Manner of Contactbetween the Parties
The official language for all verbal and written contacts and documents under this Agreement shall be in English.
Article 18: Priority第18条：优先性
This Agreement sets forth the entire Agreement and understanding between both parties as to the subject matter of this Agreement and merges all prior agreements, negotiations and commitments between both parties.
许可方 (Licensor )： 被许可方 (Licensee )：