Party A:
Organization code:
Residence address:
Postcode:
Telephone:
Party B:
Organization code:
Residence address:
Postcode:
Telephone:
The two parties in the spirit of Mutual benefit, *** with the principle of development, after full and friendly consultation, reached agreement, decided to *** with the formation of a limited liability company, and on the "XXXXXXX" project of collaborative production, marketing and sales matters agreed as follows:
One, the two sides into the content and time:
1, Party B owns the content and time:
Party B has the right to use the "XXXXXXX" project, but the two parties are not the same. p>1, Party B has the "XXXXXXXXXX" patent, the patent number is: XXXXXXXXXX, the application date of XXXXXXXX.
2, Party B with its own name in the above patent technology shares, and Party A **** with the establishment of a new company.
3, from now on and the company's cooperation period, the above patented technology to review, to be valued, for the original owner, the two sides to *** with the formation of the company set up in the name of foreign investment.
Two, party A's rights and obligations:
1, in the newly established company as chairman, foreign business.
2, for the new company's application for approval, responsible for registration with the relevant departments, receive business license, registered trademarks and other matters.
3, for the production license and product registration certificate declaration and other matters.
Third, the rights and obligations of Party B:
1, in the newly established company as executive vice chairman and head of production, research and development, need to sign a letter of appointment, subject to the letter of appointment.
2, with Party A **** with the right to decide the employment of research and development personnel and the development of personnel wages, benefits, rewards and punishments.
3, with Party A *** with the right to enjoy the financial rights (only the two sides *** with the signature, can enter the financial, the lack of one), accounting rights, the right to operate and sell, the development direction of the right to make decisions *** with the operation of the company; to listen to the person in charge of the company to carry out the business report; check the company's books and operations; with Party A *** with the decision of the company's major issues.
4, responsible for solving the production technology problems in the production process.
5, consult with Party A to solve the data related to product positioning.
6, have the distribution right of Zhejiang Province.
Fourth, the distribution of shares:
1, Party A has 50% shares in the newly established company.
2. Party B owns 50% shares in the newly established company.
3, the two sides have equal benefits, dividend system using half-yearly dividends, after-tax profits according to Party A 50%, Party B 50% distribution.
Fifth, technology ownership and technology confidentiality:
1, in the company's cooperation period, A and B can be the name of the company **** with the use of the above patented technology.
2. From now on and during the cooperation period of the company, Party B reserves the right to cooperate with the third party on the above patents with its own signature.
3, if for any reason after the termination of the agreement contract, the above patented technology to the original owner, the other party shall not be used for production and sales activities.
4, A and B not only in the contract period and at any time after the validity of the contract have *** with the responsibility of confidentiality of the above patented technology, shall not be signed by the other side of the patented technology leaked to any third party other than the two parties to this contract.
5. When the improved technology has not been patented, the other party shall bear the obligation of confidentiality for the improved technology and shall not disclose, license or transfer the improved technology to others without permission.
Sixth, the responsibility for breach of contract and dispute resolution
1, such as Party B in the production process does not fulfill the responsibility is deemed to be a breach of contract, Party A has the right to terminate the effectiveness of this contract in writing; and vice versa, Party A in the production process does not fulfill the responsibilities set out in the contract, a serious violation of business ethics and the law, to the detriment of the other party's interests, is also deemed to be a breach of contract, Party B has the right to terminate the effectiveness of this contract.
2, this contract, if any outstanding issues and disputes, the two sides will be in line with the principle of mutual understanding and mutual concessions to solve the problem through friendly consultation, such as the two sides do not want to negotiate, mediation or consultation, mediation failed to dispute can be asked to mediate the arbitration agency contract, at the same time need to be notarized notary public, the arbitration award is final and binding on both sides.
Sixth, the entry into force of the contract and other:
1, the contract by the A and B signatures, seals, and at the same time notary public notarization shall enter into force, and from the date of signing the implementation.
2, this contract in triplicate, A, B each side holds a copy, the notary public a copy, with equal effect.
3. The final interpretation of this contract is reserved by Party B.
Party A: Party B:
Legal person signature: Legal person signature:
Date of signature: Month of year Date of signature: month of year