Whereas Party A has been authorized by Group A and its subsidiaries to sell technologies and know-how related to _ _ _ _ _ _ _ to third parties;
Whereas Party B intends to acquire the technology and know-how;
Whereas Party A is willing to sell the technology and know-how to the company according to the terms and conditions of the main contract and the terms and conditions of this contract.
Therefore, both parties agree as follows:
Article 1 Technical know-how, training content and quality assurance
1. 1 The object of this sales contract is the right to use the technology and know-how owned by Party A and its affiliated companies, including all specifications, operation cycle data and any related technical data.
1.2 Party A will provide technical services and guide the start-up and initial operation after start-up according to the provisions in Annex B, and the fees for such technical services shall be regarded as part of the capital subscribed by Party A to Party B according to the main contract.
1.3 party a shall provide operation and maintenance training for its affiliated companies, that is, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ All expenses required for sending trainees abroad shall be paid by Party A as part of the capital contribution subscribed by Party A to Party B according to the main contract, and Party B shall be responsible for the rest.
1.4 party b shall select a reasonable number of suitably qualified personnel, including an operator and an engineer, and send them to the facilities mentioned in article 1.3 above for training. At least one trainee should be able to use _ _ _ _ _ _ fluently.
1.5 Party A agrees to provide Party B with all documents required for the performance of this contract, all of which are in _ _ _ _ _ _ _ _ _.
1.6 Party A shall provide necessary training in Party B's factory at the initial stage, so that Party B can correctly master the operation technology of _ _ _ _ _ _ _, and the training fee shall be regarded as part of the capital contribution subscribed by Party A to Party B according to the main contract. The number of trainees and the duration of their installation and commissioning training in Party B's factory will be decided after discussion between Party A and Party B. The living expenses of these personnel in People's Republic of China (PRC) shall be provided by part of the capital contribution made by the factory to Party B according to the provisions of the main contract.
1.7 Any assistance provided by Party B to _ _ _ _ _ _ other than that stipulated in this contract shall be provided by Party A in the form of negotiation agreement, with specific terms agreed in writing.
1.8 Party A shall ensure that the _ _ _ _ _ _ _ _ equipment provided to Party B reaches the specifications and performance described in 1.8. 1 according to the acceptance test procedure in clause.
1.8. 1 specifications and performance _ _ _ _ _.
1.8.2 acceptance test procedure _ _ _ _ _ _ _.
Article 2 Payment
2. 1 Considering Party B's right to purchase and use _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The first payment will be due and payable 12 months after _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2.2 According to the tax law of China, any tax payable by Party A in People's Republic of China (PRC) related to the above Article 2. 1 shall be withheld and remitted by Party B for Party A; Any such taxes withheld and remitted by Party B for Party A in this way shall be credited by Party A as part of Party B's partial settlement of the amount payable to Party A in accordance with Article 2. 1 above. All taxes paid by Party B for Party A in this way shall be submitted to Party A in writing within ten days after the tax payment date. The written statement shall be accompanied by the original official government receipt in favor of Party A, and shall specify the specific amount of tax payment.
Article 3 Additional obligations
3. 1 In order to make Party A willing to sell _ _ _ _ _ _ _ technology to Party B, Party B agrees to keep the technology and know-how confidential, and Party B shall not disclose the technology and know-how to anyone except the senior personnel of Party B who reasonably need to use the technology and know-how and agree to keep the information confidential in writing. In addition, Party B agrees to use this technology and know-how only in its factory, and Party B shall not disclose or sell these technologies and know-how to any third party, nor shall it grant licenses to these technologies and know-how.
3.2 Party A shall provide Party B with relevant information on the improvement of _ _ _ _ _ _ _ _ _ non-patented technology.
3.3 During the validity period of this contract, If anyone brings any accusation or legal proceedings against Party B that People's Republic of China (PRC) infringes on anyone's rights and interests because of Party B's use of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ Party B shall promptly notify Party A in writing of any statement, accusation or lawsuit, threatening accusation or lawsuit concerning such alleged infringement. Party B has the right to entrust an attorney of its choice to represent Party B in any such accusation or lawsuit, and Party B shall bear the expenses in this respect.
3.4 Party A and Party B agree to do their best to obtain the approval of relevant government departments required to perform this contract.
Article 4 Termination
4. 1 This contract shall come into effect on the date indicated on page 1. When the main contract is terminated, this contract shall be terminated at the same time. After the termination of this contract, Party B will continue to pay all the money owed to Party A according to Article 2. 1.
Article 5 General provisions
5. 1 This contract, including any rights or obligations of Party B stipulated in this contract, shall not be transferred or assigned by Party B in whole or in part.
5.2. 1 In case of any dispute during the execution of this contract, both parties shall first try their best to settle the dispute through friendly negotiation. If the dispute cannot be settled in a mutually satisfactory way within _ _ _ _ _ _ _ _ days, either party may submit the dispute to the arbitration court in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) All proceedings of any such arbitration shall be conducted in Chinese and English, and each copy of such litigation shall be prepared in Chinese and English.
(2) There should be _ _ _ _ _ _ arbitrators, all of whom should be fluent in English, but _ _ _ _ of them should be fluent in Chinese.
5.2.2 All arbitral awards are final and binding on both parties, and both parties agree to be bound by the arbitral award and take corresponding actions.
5.2.3 Unless otherwise stipulated in the arbitral award, the arbitration fee shall be borne by the losing party.
5.2.4 When arbitration proceedings are conducted according to the provisions of this article, this contract shall be governed by the laws of People's Republic of China (PRC) and interpreted according to the laws of People's Republic of China (PRC).
5.2.5 Any arbitral award shall be executed by any court exercising judicial power over the adjudicated party or the area where the adjudicated party owns assets.
5.2.6 In any lawsuit under this contract or any arbitration procedure related to this contract, or in any procedure between the two parties under this contract or related to this contract, each party explicitly waives the defense of sovereign state immunity, and explicitly waives any defense based on whether it is the government, a government agency or a party acting on the instructions of the government.
5.3. 1 In case of force majeure, during the delay period caused by force majeure, the contractual obligations of both parties to this contract or the joint venture company shall be suspended and automatically extended, and the extension time shall be equal to the suspension time, without paying fees or fines. In this contract, the definition of force majeure is the same as that of the main contract.
5.3.2 If the force majeure lasts for more than six (6) months, either party may send a notice to the other party by registered airmail, and this contract can be cancelled and terminated without going through other formalities.
5.3.3 The party claiming force majeure shall immediately notify other affected parties, and shall provide appropriate evidence about the occurrence and duration of such force majeure.
5.4 Any notice or written communication that any party should send to the other party under this contract, including but not limited to all quotations, letters or notices stipulated in this contract, shall be sent by telegram or telex, confirmed by registered airmail, and promptly sent or delivered to the relevant party. According to the provisions of this contract, the date of receipt of these notices or communications shall be deemed as twelve (12) days after the postmark date of airmail, or two (2) working days after the dispatch of telegram or telex. All notices and communications shall be sent to the following appropriate addresses until one party changes its address by sending a written notice to the other party or parties (as the case may be): Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
5.5 The terms of this contract shall not be modified, waived or terminated unless the written document signed by the duly authorized senior personnel of both parties clearly announces and specifies this contract.
5.6 If either party fails to require the other party to perform any clause of this contract at any time, this shall not affect its complete right to require the performance of this clause at any time thereafter in any way. Similarly, if either party gives up investigating the other party's violation of any clause of this contract, it shall not be deemed as giving up investigating any further violation of the clause, nor shall it be deemed as giving up the clause itself.
5.7 Nothing in this contract shall be interpreted as making either party of this contract an agent or representative of the other party. Neither party can claim to be the agent or representative of the other party, and neither party is responsible for or bound by the actions or omissions of the other party.
5.8 This contract shall come into effect in Chinese and _ _ _ _ _ _ _ _ _ _ _.
Article 6 In order to prove the above points, both parties to this contract have urged their duly authorized representatives to sign this contract on the date mentioned above.
Party A (seal): _ _ _ _ Party B (seal): _ _ _ _ _ _
Representative (signature): _ _ _ _ Representative (signature): _ _ _ _ _ _
Job title: _ _ _ _ _ _ Job title: _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signing place: _ _ _ _ _ Signing place: _ _ _ _ _ _