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AGREEMENT FOR TRADEMARK LICENSE AND TECHNICAL ASSISTANCE
Sources:International Trade Law, Time:2012-09-04 16:51, Click:, Comment
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   THIS Agreement effective on the 16th day of June, 1993 between
   _____ a corporation organized under the laws of the People’s
   Republic of China, hereinafter called “Party A”, and ______, a
   company organized under the laws of the Republic of Peru,
   hereinafter called “Party B”.
   WHEREAS. Party A possesses proprietary technical information
   including designs. Techniques, processes, formulas, skills and
   other data useful in the manufacture and marketing of certain
   products; and
   WHEREAS, Party B desires to acquire the right and license to
   use the aforesaid technical assistance, and the right to
   receive continuing technical assistance for the purpose of
   manufacturing, using and selling such products; and
   WHEREAS. Party B desires to use the following trademarks owned
   by ONRINCO; Party A (Symbol).
   NOW. THEREFORE, the parties hereto do hereby agree as follows:
   
   A. TRADEMARK LICENSE.
   
   1 In the present contract, the term PRODUCTS shall be
   interpreted as the Party A-Series. Family of vehicles released
   for left hand drive application and the term “Licensed
   Products” is meant to included all components as improved,
   added to or modified, which now form or may hereafter form an
   integral part of the Licensed product(s).
   Party B shall identify Licensed Products as being made under
   License form Party A. The form and location of such
   identification shall be approved by Party A-Series.
   2 Party B has requested permission to use the above mentioned
   trademarks upon goods made by itself, and Party A is willing
   to grant such permission on the terms and conditions
   hereinafter set forth.
   3 Party A hereby grants to Party B the exclusive right to use
   in the Republic of Peru the Trademarks Party A; only on
   PRODUCTS made by Party B; provided, however, that such
   exclusive right applies only to the use of the trademarks in
   connection with the PRODUCTS and the parties understand that
   the trademarks may be used by others, but not on the PRODUCTS.
   This license is personal to Party B and shall not be
   assignable to anyone else.
   4 Party B agrees and undertakes to use the above mentioned
   trademarks strictly on accordance with the instructions and
   directions of Party A and in conformity with the process and
   methods of manufacture given directly by Party A to Party B as
   technical assistance, so that the PRODUCTS on which the
   trademarks will be used by Party B shall conform to the
   standards and specifications established by Party A and be
   uniform in quality with the PRODUCTS on which Party A uses the
   said trademarks.
   5 Party B recognizes Party A’s ownership of and title to the
   said trademarks and will not at any time do or suffer to be
   done any act or thin which will any way impair the rights of
   Party A in and to said trademarks. Party A through any of its
   officers or agents shall have the right at any time during
   business hours to inspect Party B’s factory and any PRODUCTS
   manufactured by Party B under the licensed trademarks and to
   the extent necessary to protect the said trademark, the right
   to reject for sale any such PRODUCTS, after complying with the
   provisions of Section C of this agreement, which in the
   judgment of Party A are not of quality to that of similar
   PRODUCTS manufactured and sold by Party A under the said
   trademarks.
   6 Party B agrees and undertakes to use the aforementioned
   trademarks strictly on accordance with the legal requirements
   in ______and to use such markings in connection there-with as
   may be required by the applicable ______law and any other
   pertinent legal provisions. The manner in using with said
   Party A trademarks on the PRODUCTS will be submitted to Party
   A for its approval prior to being used as a product graphic on
   the PRODUCTS.
   
   B. SUPPLY OF DOCUMENTATION AND
   TECHNICAL ASSISTANCE
   
   1 Party A will furnish, one of which will be reproducible:
   a. All drawings for assembly in the possession of Party A to
   support the specific models to be produced in Peru.
   b. i. With respect to components contained in Licensed
   Products which are obtained by Party A from outside suppliers,
   Party A will furnish such drawings and/or specifications as
   are made available by Party A suppliers and as are required
   but subject, however, to any omitations placed upon the use of
   such drawings by supplier.
   ii. For supplier components, Party A will supply physical such
   other information Party A may have developed regarding such
   supplier components in order to permit Party B to source
   components of equivalent specifications in Peru.
   iii. Party A shall not be liable for the unwillingness of any
   outside supplier to provide technical documentation for use by
   Party B.
   c. Material and manufacturing specifications for all parts
   produced to the design and specifications of Party A.
   d. Tooling and equipment drawings such as may be available in
   the files of Party A.
   2. The technical documentation and know-how will be supplied
   in accordance with the standard manufacturing techniques used
   by Party A. All drawings will be in the language and
   dimensions of the country of origin. Any conversion to metric
   dimensions will be the responsibility and cost of Party B.
   3 For the term of this agreement and commencing with a date
   mutually agreed upon for each Licensed Product, Party A
   undertakes to release to Party B details of major improvement
   engineering changes made by Party A to the licensed Product.
   4 Party A will provide or arrange for training at appropriate
   factories of Party A or its subsidiarism, affiliates or
   licensees such of Party B personnel for such periods of time
   and per terms as may be mutually agreed upon.
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   C. ENGINEERING
   
   1 Party B agrees to manufacture and/or assemble Licensed
   Products in accordance with the documentation, know-how and
   technical assistance supplied to Party B by ONRINOC. Party B
   will adhere to Party A’s design except for compelling and
   necessary reasons caused by manufacturing capability,
   performance failures, or material availability.
   Alterations or changes will be processed in the following
   manner;
   a. Version drawings, that is, conversion to metric, material
   substitutions, and language, will be handled by Party B.
   b. Compelling alterations or changes required by Party B may
   be processed by Party B provided, however, that advance
   written notice is given to Party A of such alteration or
   change and advance approval is given to Party a of such
   alteration or change and advance approval is given by Party A.
   Party B will furnish to Party A drawings, sketched, test
   results, or any necessary data, in English to enable an
   immediate response. The function, performance quality and
   interchangeability of changed parts will be Party B
   responsibility.
   c. Substitution of locally purchased, such as seals, bearings,
   hardware, etc. will be responsibility of Party B.
   2 Party A has the right at any time to inspect the Licensed
   Products or components manufactured by Party b or Party B’s
   suppliers to determine that the materials and workmanship
   conform to the standard of drawings and specifications
   supplied by Party A. Party B agrees to cooperate and make
   available the necessary facilities for such inspections.
   3 It is understood and agreed by Party B that Licensed
   Products manufactured by Party B shall be manufactured
   strictly in accordance with the design, drawings, and
   specifications furnished by Party A unless modified pursuant
   to C.1. and in any event the Licensed Products will possess
   the same characteristics in quality and performance as
   products produced by Party A. Party A, however, does not
   assume any warranty obligations with respect to Party B
   Licensed Products if they have not been manufactured strictly
   in accordance with the design, drawings, and specifications
   furnished by Party A.
   4 Party B agrees to maintain and protect drawing,
   specifications, and other technical data identified with
   proprietary markings of Party A in strict confidence and
   agrees not to disclose any of this information to any person
   whomsoever except as may be necessary to secure materials or
   components for the production of Licensed Products by party B.
   Party B also agrees to impose similar restrictions on its
   suppliers to whom such drawings, specifications, and
   production information are made available for the production
   of parts or components required by Party B for such purpose.
   It is agreed that for manufacturing and purchasing convenience
   Party B may, at is option, redraw or convert Party A drawings
   to metric measures and party B part number and description
   assigned by Party B. Party B further agrees to cause the
   following legend to appear on all Party A drawings redrawn by
   Party B.
   “This print is provided on a restricted basis and is not to be
   used in any way detrimental to the interests of Party A”
   5 Party B further agrees to maintain drawings, specifications,
   and other technical data which are marked or otherwise
   designated as proprietary to the outside suppliers of Party A
   and made available by these outside suppliers and forwarded to
   Party B, in complete confidence. Party B also agrees not to
   disclose any of this information to any person whomsoever
   without the permission of Party A.
   6 Party B further agrees not to use any of the information
   furnished to it pursuant to this Agreement in a manner
   inconsistent with the intent of this agreement.
   
   D. IMPROVEMENTS AND LIMITS
   
   1 Each party hereto agrees to immediately and fully
   communicate to the other party any subject matter comprising
   an improvement, modification, further invention or design it
   may discover, make or develop with respect to manufacture and
   discover, make or develop with respect to manufacture and
   assembly of the licensed Products or components thereof.
   The party which discovers, makes of develops such subject
   matter may, at its own expense and its own name file
   application for letters Patent or take other necessary legal
   steps to protect same, and any patent issuing thereon will
   belong to the party so filling. Said other party, during the
   life of the Agreement may make use, and sell products
   utilizing such improvement, modification, further improvement
   or design (whether patented or unpatented) without charge and
   royalty fee in any maner not inconsistent with this agreement.
   2 Party A shall not be obligated to defend or save harmless
   Party B against any suit, damage claim, or demand based on
   actual or alleged infringement of any patent or any unfair
   trade practice resulting from the exercise of use of any right
   or license granted hereunder.
   3 Nothing in this Agreement shall be construed:
   a. As conferring right or imposing an obligation on either
   party to bring or prosecute actions against third parties for
   infringement.
   b. So as to require or impose on either party any duty or
   obligation, which will violate any proprietary or patent
   rights of any third party.
   
   E.  TERMS OF THE AGREEMENT
   
   The term of this Agreement shall be five years from the date
   first above written. This Agreement may be renegotiated for
   renewal after four years. Either party may by ninety (90) days
   prior written notice terminate this agreement.
   1 It is deemed a material condition of this agreement that
   Party B will actively pursue the manufacture and sale of
   Licensed Products in accordance with the terms of this
   agreement. Annual manufacturing objectives will be mutually
   agreed upon by Party A and Party B as of the date first above
   written Either party reserves the right to review this
   Agreement in the event that Party B fails to meet the annual
   manufacturing objective mutually agreed upon between Party B
   and Party A.
   2 Either party may terminate this agreement forthwith in the
   event of the bankruptcy or insolvency of the other party.
   3 This Agreement may be terminated forthwith by the mutual
   consent of both parties.
   4 Upon termination of the present contract, Party B will,
   within twelve (12) months thereafter, discontinue the use of
   the trademarks or any similar marks. In the event that Party B
   fails to discontinue the use of one or more of Party A’s marks
   within twelve (12) months from the termination of this
   Agreement, Party B shall pay to Party A the sum of _____. U.S.
   Currency for each month during which such unauthorized use of
   Party A’s trademarks.
   
   F. PRICE (omitted)
   
   
   G.  GENERAL PROVISIONS
   
   1 Until other wise notified in writing, the mailing addresses
   of the parties hereto for notices and communications, are as
   follows: (unless otherwise specified in this Agreement)
   Party A: ________ Party B: _________
   2 Party B hereby acknowledges the ownership of the Trademarks
   in Party A, and admits the validity of the Trademarks and any
   and all registrations in _______ and foreign countries thereto
   now or hereafter issued with respect to the Trademarks and
   owned by Party A or a related company, Party B agrees that it
   will not attack directly or indirectly such validity or
   ownership and will not permit the same to be done, both during
   the term of the Agreement and thereafter. Party B further
   agrees that in the event it acquires, during the term of this
   agreement or thereafter, and rights in the Trademarks in
   ______ or elsewhere in the world, except as granted by this
   Agreement, it will, at Party A’s request, assign such rights
   to party a along with and good will associated with such
   rights.
   3 Party B agrees that it will not use or acquiesce in the use
   of any trademarks, which are likely to be confusingly similar
   to the Trademarks.
   4 Party B shall promptly notify Party A of any conflicting use
   of, or acts of infringement upon, the Trademarks of which it
   may become aware and agrees to cooperate with Party A in every
   reasonable way in prosecuting all acts that Party A may deem
   advisable to protect the validity of Party A’s right in the
   Trademarks, it being expressly understood that Party B shall
   take no action independently of Party A without first
   obtaining the written approval of Party A.
   
   H. DISPUTES
   
   This Agreement is submitted to the Laws of _____.
   Except as is otherwise expressly provided herein, all
   disputes, controversies or differences arising between the
   parties out of or in relation to or in connection with this
   agreement, or any breach or default hereunder (including but
   not limited to, a dispute concerning the existence or
   continued existence of this Agreement, and the validity of the
   arbitral provision) which cannot be settled amicably shall be
   subject to arbitration.
   Arbitration shall be conducted in accordance with the
   procedures and rules set forth in the civil code of _______
   and Civil Procedure Code of _____.
   The arbitral tribunal shall have its seat, and arbitration
   proceedings shall take place in ________.
   The arbitral tribunal shall consist of three arbitrators.
   Party B and Party A shall each appoint one arbitrator and will
   be subject to the rules and regulations of UNCTRAL.
   IN WITNESS WHEREOF, the parties hereto have respectively
   caused this instrument to be executed in duplicate, as of the
   date first above written.
   Party A_________ Party B____________
   By____________ By___________
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