《Assets Transfer Agreement》

1、assets transfer agreementparty a: aaa co., ltd.address: _party b: bbb co., ltd.address: _whereas party a agrees to assign to party b the assets concerned to party b and party b agrees to accept the said assets; therefore, the parties reach the following agreement through friendly consultations:artic

2、le 1party a agrees to assign the assets listed in attachment i of this agreement, and party b agrees to accept the foregoing assets.article 2the parties agree that party a will complete all the procedures necessary for the transfer of the assets listed in attachment i hereto from party a to party b

3、within _ upon execution of this agreement (excluding the day of execution for this agreement), which include but are not limited to the hand-over of certification of ownership for such assets and the handling of registration procedures (if applicable).article 3party b will pay party a an assignment

4、fee of _ for the assets assigned by party a.article 4the parties agree that the title of the assets listed in attachment i hereto will be transferred to party b on the _ upon execution of this agreement. party a shall be responsible for all the liabilities and risks involving the title transfer of t

5、he assets listed in attachment i hereto prior to such transfer (no matter such liabilities and risks are claimed before or after the transfer of such title), for which party b shall bear no liabilities and obligations. in case party b does not receive the foregoing assets within _ upon execution of

6、this agreement, party a shall compensate in _.article 5representation and guarantee5.1 party represents and guarantees as follows:(a) party a is a company incorporated and validly existing pursuant to the chinese laws;(b) by executing and performing this agreement, party a does not violate the relev

7、ant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement; and(c) party a is entitled to the ownership of the assets listed in attachment i hereto and has not placed mortgage or any thir

8、d party's interests against such ownership, nor does it impose any obstacle to party b for the obtainment of the title of such assets.5.2 party b represents and guarantees as follows:(a) party a is a company incorporated and validly existing pursuant to the chinese laws; and(b) by executing and

9、performing this agreement, party b does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement.article 6liability for breach of agreement6.1 if one party to this

10、agreement ('the breaching party') fails to implement its obligations under this agreement (including violation of the provisions involving representation and guarantee), and fails to adopt effective measures to correct such violation within _ upon receipt of a written notice by the other par

11、ty ('the non-breaching party') for such correction within the stipulated time, the non-breaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom.6.2 if party a violates the provisions of articles 2 and 5 of th

12、is agreement, party b has the right to seek return of all the payment and a penalty equal to _ of the total price from party a.article 7settlement of disputeany dispute arising out of or in connection with this agreement shall be settled by the parties through consultations. if it cannot be settled

13、through consultations, any party may submit the said dispute to china international economic and trade arbitration commission for arbitration in beijing according to its valid rules of arbitration. the arbitration award is final and shall be binding over the parties.article 8force majeurea force maj

14、eure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this agreement is executed. any party to this agreement shall not bear the liabilities for breach of this agreement if it is prevented from implementing all or an

15、y part of the responsibilities associated with the provisions of this agreement. the party that is affected with such a force majeure event shall notify the other party of the effects of such event within _ after its occurrence, and present certification by the local notarization organ.article 9tran

16、sfer of agreementno party shall transfer its rights and obligations under this agreement to any third party unless consented by the other party in writing.article 10separability of agreementif any article or section of this agreement becomes invalid or unenforceable, it will not affect the validity

17、and enforceability of other articles or sections.article 11amendment and supplement of agreementthe parties may amend or supplement this agreement in writing. the amendment and supplement to this agreement shall constitute an inseparable part of this agreement and be equally authentic to this agreem

18、ent.article 12miscellaneous12.1 this agreement shall come to force upon execution by the authorized representatives of the parties and fixation of their official seals as of the date first seen in this agreement.12.2 this agreement has two original copies, of which each party holds one, and they are

19、 equally authentic.party a: aaa co., ltd.(official seal)authorized representative: _(signature) _party b: bbb co., ltd.(official seal)authorized representative: _(signature) _translation verificationthe foregoing represents a fair and accurate english translation of the original chinese document.dat

20、ed: _,_,_(m,d,y)by: _name: _title: _attachment ilist of assets for assignment經(jīng)典推薦settlement agreementthis settlement agreement is made this _(m,d,y), between aaa, a corporation organized and existing under the laws of _(placename) and having its registered office at _ ('aaa'), and bbb, ltd.,

21、 a corporation organized and existing under the laws of _(placename) and having its registered office at _ ('bbb') andwhereas, in _(year), ccc, inc., a corporation organized and existing under the laws of the state of _(placename) ('ccc'), bbb, and the other shareholders of aaa, ente

22、red into the nihon ccc kk joint venture agreement, which they amended by that certain amended joint venture agreement dated _(m,d,y) (these two agreements and their incidental and related agreements shall be referred to collectively herein as the 'jva');whereas, aaa and bbb entered into that

23、 certain master distributor agreement dated _(m,d,y) (this agreement and its incidental and related agreements shall be referred to collectively herein as the 'mda');whereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products ('cc

24、c products') arising out of the jva and mda as of _(m,d,y); andwhereas, a number of unresolved issues remain from the termination of said jva and mda and the parties desire to resolve said issues upon the terms and conditions described below.now, therefore, it is agreed as follows:section 1. con

25、firmation. ccc terminated sales of ccc products through distributors of aaa or through other distributors in _(placename) as of _(m,d,y). the parties have discussed, confirmed, and mutually agree upon the following facts:1. as a result of bbb conveying its shares in aaa to ccc on _(m,d,y), the jva w

26、as amicably terminated.2. the mda was amicably terminated as of _(m,d,y).3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with cc

27、c products. however, aaa and its designee shall not be responsible for or assume any of bbb's liabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature) to any of bbb's customers even if aaa or its designee received an introductio

28、n to the customer from bbb and entered into a business relationship with said customer.4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbb's customer list, go

29、odwill, etc. (hereinafter referred to collectively as 'settlement proceeds'). the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section 4 below. upon aaa's paym

30、ent and bbb's receipt of the settlement proceeds, each party, representing all of each party's respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said party's subsidiaries, affili

31、ated companies, directors, officers, and employees thereof, for all claims arising out of or resulting from the termination of the jva and mda.5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a 'chip bundle'. the parties ag

32、ree that bbb shall be entitled to continue to sell its current inventory of said chip bundles in _(placename). bbb agrees not to make additional new purchases of said chip bundles and aaa agrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.6. the parties hereto agree

33、that as between them there are no claims, debts, obligations, or liabilities arising out of the termination of the jva and mda other than those specifically identified in this agreement.section 2. customer introduction assistance.1. bbb has disclosed and shall disclose to aaa or its designee the fol

34、lowing information immediately after the parties execute this agreement:a. a list of all customers with whom bbb has or had business transactions under the mda;b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause; andc. a list of

35、 potential customers discovered during bbb's business activities during the period from _(m,d,y) to _(m,d,y) with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.2. bbb agrees that aaa or its designee ar

36、e free to conclude contracts for ccc products and other products with the persons or entities identified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.3. the prior clauses notwithstanding, upon the expiration of the one (1) year term of any

37、maintenance agreements identified in clause 1.b. of this section 2 above, aaa or its designee shall succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance

38、 agreements. in addition, bbb agrees to cooperate with aaa or its designee in the orderly succession of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for

39、any such services.section 3. settlement proceeds.1. aaa hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sum of _ (_). said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _(m,d,y).2. aaa hereby agrees that it or its designee shall m

40、ake payment to bbb as provided in the preceding clause. moreover, aaa agrees that it will bear the cost of the telegraphic transfer handling charges.section 4. allocation of settlement proceeds. based upon discussions between the parties regarding the customer information disclosed to aaa or its des

41、ignee pursuant to section 1.4 of this agreement, the parties will decide by _(m,d,y) the particular breakdown of how the settlement proceeds will be allocated among the various matters (the 'final allocation'). furthermore, in accordance with the final allocation as determined hereinabove, a

42、aa or its designee and bbb by _(m,d,y) shall prepare and conclude a settlement agreement relating to the sale of bbb's customer list, goodwill, etc. to aaa or its designee ('customer list settlement agreement') and a settlement agreement relating to jva and mda termination claims, if any

43、 ('termination settlement agreement'). the settlement proceeds payable to bbb by aaa pursuant to this agreement shall be allocated respectively to the customer list settlement agreement and the termination settlement agreement pursuant to the final allocation determined hereinabove. if the f

44、inal allocation of settlement proceeds results in an increase in any governmental taxes, duties, licenses, fees, excises, or tariffs now or hereafter imposed on the payment of the settlement proceeds, such charges shall be paid by the party obligated by law to make such payment, or in lieu thereof,

45、the party obligated by law to make such payment shall provide an exemption certificate acceptable to the other party and the applicable authority. if revenue stamps are required under _(placename)ese law to be affixed to this agreement, the parties shall be required to bear the cost of such stamps f

46、or the copy in their possession. each party shall be responsible for all costs and expenses incurred on its behalf, including but not limited to attorneys fees, related to this agreement and the negotiations and consultations leading up to the formation of this agreement.section 5. law governing. th

47、is settlement agreement shall be governed by and construed in accordance with the laws of _(placename). the parties hereto hereby agree that any suits brought hereunder shall be brought in the tokyo district court in tokyo, _(placename), which will have sole and exclusive jurisdiction for the first

48、instance.section 6. attorney fees. in the event a suit or action is brought by any party under this agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees.section 7. notices. any notice under this agree

49、ment shall be in writing and shall be effective when actually delivered in person, or the next business day for notices sent by telefax and promptly confirmed in a manually signed writing, or three (3) days after being deposited in the mail, registered or certified, postage prepaid and addressed to

50、the party at the address stated in this agreement or such other address as any party may designate by written notice to the other.section 8. waiver. failure of any party at any time to require performance of any provision of this agreement shall not limit the party's right to enforce the provisi

51、on, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision.section 9. assignment. except as otherwise provided within this agreement, neither party hereto may transfer or assign this agreem

52、ent without prior written consent of the other party.section 10. presumption. this agreement or any provision thereof shall not be construed against any party due to the fact that said agreement or any provision thereof was drafted by said party.section 11. titles and captions. all article, section

53、and paragraph titles or captions contained in this agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this agreement.section 12. pronouns and plurals. all pronouns and any variations thereof shall be deemed to refer to the masculine, femin

54、ine, neuter, singular or plural as the identity of the person or persons may require.section 13. entire agreement. this agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this ag

55、reement.section 14. agreement binding. this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.section 15. further action. the parties hereto shall execute and deliver all documents, provide all information and take or forbear from all

56、such action as may be necessary or appropriate to achieve the purposes of this agreement.section 16. parties in interest. except as expressly provided herein as to ccc, nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the b

57、enefit of any third party.section 17. savings clause. if any provision of this agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.in witness whereof, this agreement has been made in duplicate, each of the part