國際技術(shù)貿(mào)易技術(shù)轉(zhuǎn)讓許可合同.docx

The Licence Contract for Panasonic Frequency conversion systemSignature Date：2012.01.08Signature place: BeijingContract No.:1009225China, Beijing, Gree Company (hereinafter referred to as “Licensee”) on the one hand, and Panasonic Company, Japan Country (hereinafter referred to as “Licensor”) on the other hand;Whereas Licensor has the Technical Know-how, which design, manufacture, install and sell the Panasonic Frequency conversion system products; Whereas Licensor has right and agreed to transfer the above-mentioned technical know-how to Licensee;Whereas Licensee hopes to use to technical know-how of Licensor to design, manufacture, sell and export the Panasonic Frequency conversion system products;The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below:Article 1 Definition 1.1 “Licensee” means China Gree Company or the legal representative, agent and inheritor to the property of the Company. 1.2 “Licensor” means Panasonic Company, Japan Country or the legal representative, agent and inheritor to the property of the Company.1.3 “The Contract products” means all the products, model and specifications as stipulated in Annex 1 to the Contract. 1.4 “The Technical Documentation” means all the technical indices, drawing, design and other documents relating to the calculation, operation, maintenance and inspection of the Contract Products as stipulated in Annex 2 to the Contract. 1.5 “The Contract Factory” means the place, which Licensee manufactures the Contract Products by using the Technical Documentation and know-how supplied by Licensor. That is Gree factory, Beijing City.1.6 “Net Selling Price” means the remaining amount of invoice value of the Contract Products, deducted by the charges for packing, freight, insurance premium, commission, commercial discount, taxation and other dues as well as the value of the parts purchased from out-side the factory.1.7 “The Technical Service” means the technical instruction and the technical training to be rendered by Licensor to Licensee with respect to the design, manufacture, assembly, inspection, adjustment, operation and other work of the Contract Products as stipulated in Annex 4 and annex 5 to the Contract.1.8 “Commercial Production” means the production after Set No. one of the Contract Products is made in the Contract Factory.1.9 “The Date of Effectiveness” means the date of approval for the Contract by the competent authorities of both parties Government, whichever comes later.Article 2 Scope of the Contract2.1 “Licensor has agreed to transfer to Licensee and Licensee has agreed to obtain from Licensor the technical know-how for the design, manufacture, sale, install and maintain of the Contract Products. The name, model, specifications and technical indices of the contract Products are detailed in Annex 1 to the Contract.”2.2 “The Licensor has agreed to grant Licensee to licence and right to design, manufacture, use, sell and export the Contract Products in the Peoples Republic of China. The Licence and right are nonexclusive and non-transferable.”2.3 The Licensor has been responsible to provide Licensee with the relevant know-how and technical documentations related to the Contract Products. Their contents, quantity and time of delivery are detailed in Annex 2 to the Contract.2.4 Licensor will be responsible to dispatch his technical personnel to China for explaining the technical documentations and rendering technical instruction and service on design, manufacturing, assembly, inspection and acceptance test of the Contract products. The specific contents and requirements of the technical instruction and service are detailed in Annex 4 to the Contract.2.5 Licensor will be responsible to receive and arrange for technical training of the Licensees personnel in the Licensors factory, Licensor shall make his best effects to satisfy the needs of Licensee so that the said technical personnel are able to master the above-mentioned know-how. The specific training contents and requirements are detailed in Annex 5 to the Contract.2.6 Licensor shall be obligated to supply Licensee at the most favorable price with the parts, components, raw materials and standard parts for the contract Products, when Licensee so requires. Both parties shall have consultation and sign the new contract for the specific contents of supplying in due time.2.7 Licensor agrees that Licensee has the right to use the Licensors trademark. The contract products can also be adopted combination trademark of both parties or marked the words: “Made in China under licence of Licensor.”2.8 After the contract Products manufactured by Licensee are up to standard through the acceptance tests, Licensor agrees to buy=back a part of the Contract Products in accordance with stipulations in Article 8,9 of the Contract.Article 3 Price of the Contract3.1 The total Contract price which shall be paid by Licensee to Licensor in accordance with the contents and scopes stipulated in Article 2 to the contract shall be 730000000 RMB (Say:柒億叁仟萬元人民幣). Their break down prices are as follows:A. The technology transfer fee is 600000000rmb.(Say: 陸億元人民幣) (or the licence fee)B. Design fee is 50000000 rmb. (Say:伍仟萬元人民幣)C. Technical documentation fee is 50000000 rmb.(Say: 伍仟萬元人民幣)D. Personnel training fee is 30000000 rmb. (Say: 叁仟萬元人民幣)3.2 The above-mentioned total contract price shall be firm and fixed, all their technical documentation price shall be all expenses incurred before delivery of the technical documentation at the airport. (Note: the airport shall be the international airport which is close to the Contract Factory of Licensee.)Selection Proposal 1Suitable for the contracts to be priced onRoyalty of products3.1 In accordance with the contents and scopes stipulated in Article 2 to the Contract, this contract shall be priced on royalty of products made by Licensee. The Contract currency shall be US Dollar.3.2 Royalty of the Contract shall be calculated starting from the date which both parties sign the acceptance certificate for the Contract Products, the date of settling accounts shall be 31, December of each year in terms of Calendar year.3.3 Royalty at the rate of 5% shall be calculated in terms of net selling price after the Contract products sold in those year. The Contract Products which not sold shall not be included.3.4 The quantity of selling, net selling amount and Royalty which Licensee shall pay for the Contract products in last year shall be submitted to Licensor in written forms by Licensee within 10 (ten) days after the date of settling accounts for the Royalty. The specific methods which calculate net selling amount and royalty are detailed in Annex 01 to the Contract.3.5 The fee of the Technical Service and personnel training of the Contract shall be calculated according to the real workday. The standard of day work wage and calculating methods are detailed in Annex 02 to the Contract.3.6 If Licensor demand to audit accounts of Licensee, it shall notice Licensee within 10 (ten) days after receiving the written notice issued by licensee in accordance with the stipulation of Clause. 3.4. The specific contents, procedure and methods of audit are detailed in Annex 03 to the Contract.Selection Proposal 2Suitable for the contracts to be priced onCombination of fixed price and Royalty3.1 The initial payment and Royalty shall be adopted in calculating the prices of the Contract in accordance with the contents and scopes stipulated in Article 2 to the Contract. The Contract currency shall be U.S. Dollar.3.2 The initial payment of the Contract shall be 700000000 rmb (Say: 七億元人民幣), and shall be fixed price.3.3 The royalty of the Contract shall be calculated starting from the date which both parties sign the acceptance certificate of the Contract products in terms of Calendar year, the date of settling accounts shall be 31, December of each year. Royalty at rate of 10% shall be calculated in terms of net selling price after the Contract products sold in those year. The specific calculating methods are the same with Clause 3.4 of Selection Proposal 1.3.4 The calculating methods of fee for technical service and personnel training is the same with Clause 3.5 of Selection proposal 1.3.5 The procedure, contents and methods of audit are the same with Clause 3.6 of Selection proposal 1.Article 4 Conditions of Payment4.1 All the cost stipulated in the Contract shall be effected in US Dollar by telegraphic transfer or mail transfer through the Bank of China, Beijing and the Bank of China. All the Bank charges incurred inside China shall be borne by Licensee, and all the bank charges incurred outside China shall be borne by Licensor.4.2 The total Contract price stipulated in Article 3 to the contract shall be effected by Licensee to Licensor according to the following manner:(1) 12% (12 percent) of the total Contract price, namely US Dollars (Says: 88000000rmb) Shall be paid by Licensee to Licensor within 30 (thirty) days after Licensee has received the following documentation which are provided by Licensor and has found them in conformity with the Stipulations of the Contract:A. One Photostat copy of the valid export licence issued by the relevant authorities of Licensor, or one copy of the letter issued by the relevant authorities of Licensor starting that the valid export licence is not required:B. One original of the irrevocable letter of Guarantee issued by Licensors Bank for a sum of 500000rmb(Say:伍拾萬元人民幣) in favor of Licensee. The specimen of the letter of guarantee is detailed in Annex 6 to the Contract;C. Four copies of the perform invoice covering the total Contract price;D. Two copies of the sight draft.When making the above-mentioned payment, Licensee shall submit to Licensor one original of the irrevocable letter of guarantee issued by the Bank of China, Beijing for a sum of US Dollarsin favor of Licensor. The specimen of the letter of guarantee is detailed in Annex 7 to the Contract.(2)10% of the total Contract price, namelyshall be paid by Licensee to Licensor after Licensor has delivered the last batch of the technical documentation stipulated in Annex 2 to the Contract and within 30(thirty) days after Licensee has received the following documents which are provided by Licensor and has found them in conformity with the stipulations of the contract:A. Four copies of the commercial invoice:B. Two copies of the sight draft;C. Four copies of the airway bill for delivering the Technical Documentation.(3) 5 percent of the total Contract price, namely US Dollars shall be paid by licensee to Licensor within 30 (thirty) days after Licensee has received the following documents and has found them in conformity with the stipulations of the Contract:A. Four copies of the commercial invoice;B. Two copies of the sight draft;C. Two copies of the certificate signed by both parties stating that the performance guarantee period of the Contract Factory has started.4.3 Licensee shall have the right to deduct from any of the above-mentioned payments the penalties and/or compensation which Licensor shall pay in accordance with the stipulations of the Contract.Selection Proposal 1Suitable for the contracts to be pricedOn Royalty of Products4.1 The royalty stipulated in Article 3 to the Contract shall be paid by Licensee after the Contract Products is up to standard in the acceptance test.4.2 The real selling quantity and net selling amount of the Contract Products in last calendar year shall be submitted by Licensee to Licensor within 10 (ten) days after the date of settling accounts to Royalty. The royalty shall be paid by Licensee to Licensor within 30 (thirty) days after Licensee has received the following documents which are provided by Licensor and has found them in conformity with the stipulations of the Contract:A. Four copies of the statement on calculation of Royalty within this period;B. Four copies of the commercial invoice;C. Two copies of the sight draft.4.3 The payment of the fee for technical service and personnel training under the Contract is detailed in Annex 04 to the Contract.4.4 Licensee shall have the right to deduct from any of the above-mentioned payments penalties and/or compensation which Licensor shall pay in accordance with the stipulations of the Contract.Selection proposal 2Suitable for the contracts to be pricedOn combination of fixed price and Royalty4.1 The initial payment stipulated in Article 3 to the contract shall be in the same paying method with Clause 4.2. The number of their payments is decided according to the requirement of specific contract, the documents which are demanded in each payment are the same with Clause 4.2.4.2 The payment of Royalty is the same with Clause 4.2 of the Selection Proposal 1.4.3 The methods of payment for fee of technical service and personnel training under the Contract are detailed in Annex 01- to the contract.4.4 The way of payment for the penalties and compensation is the same with Clause 4.3 of this contract.Article 5 Delivery of theTechnical Documentation5.1 Licensor shall deliver to licensee the technical documentation at Beijingairport in accordance with the contents, quantity and time stipulated in Annex 2 to the Contract. The risk of the technical documentation shall be transferred from Licensor to Licensee after its arrival at Beijing airport, China.5.2 The date stamped by Beijing airport, China shall be the actual date of delivering the technical documentation.5.3 Licensor shall, within 24 (twenty-four) hours after dispatching each batch of the technical documentation, inform Licensee by telex or cable of the contract number, airway bill number, airway bill date, documentation number, number of parcels, weight, flight and expected arrival date, and at the same time, shall airmail to Licensee two copies of the airway bill and the detailed list of the technical documentation.5.4 In case of any loss, damages or shortage caused to the technical documentation in the airway, Licensor shall make supplementary or replaceable delivery to Licensee within 30 (thirty) days after receiving Licensees written notice without any charges.5.5 The technical documentation shall be packed in strong cases suitable for long distance transportation and numerous handlings with protective measures against moisture and rain.5.6 The following contents shall be marked on the cover of each package of the technical documentation in English:A. contract number 1009225;B. consignee ;C. destination airport Beijing airport;D. marks 569;E. weight (kg)150000kg;F. case No./piece No100.;G. consignee code 6490.5.7 There shall be two copies of the detailed list of the technical documentation marked the order number, documentation code, name and pages inside each package.Article 6 Technical Service andPersonnel Training6.1 Licensor shall send his skilled, healthy and competent personnel to the Contract Factory of Licensee to provide technical service on side in accordance with the stipulations of the Contract. The number of people, specialty, task, content and duration in china are detailed in Annex 4 to the contract.6.2 Licensee shall provide facilities for entry and exit6 visa work and live in China for Licensors technical service personnel. The treatment conditions of Licensors technical personnel in china are detailed in Annex 4 to the contract.6.3 Licensors personnel of the technical service shall observe the law of the Peoples Republic of China and rules and regulations of the Contract Factory in the period of service in China.6.4 Licensee has right to send his technical personnel or operative workers to the relevant factory of Licensor to be training. The number of people, specialty, content, time and requirement of training are detailed in Annex 5 to the Contract.6.5 Licensor shall provide facilities for entry and exit visa and training conditions for the Licensees trainees. The treatment conditions of the trainees in Licensors country are detailed in annex 5 to the contract.6.6 The Licensees trained personnel shall observe the law of the Licensors country and the rules and regulations of the Licensors factory in the period of training.Article 7 Tests and Acceptances7.1 In order to verify the correctness and reliability of the technical documentation supplied by Licensor, Licensor shall send the representative to test and inspect the contract Products jointly with the technical personnel of Licensee in the contract Factory. The specific procedure of tests and inspection and the standard of the acceptance are detailed in Annex 3 to the contract.7.2 If the standard of the acceptance specified in Annex 3 to the Contract are achieved in the joint tests, both parties authorized representative shall sign four copies of the acceptance certificate for the contract Products, two copies for each party.7.3 If the technical performance of the Contract Products are not achieved the technical indices stipulated in the Contract in the acceptance tests, both parties shall friendly consult and jointly discuss, analyze the causes and take measures. The second test shall be done after the products defect has been eliminated. Both parties shall sign the acceptance certificate in accord