Technology transfer agreement of joint venture company English version Know-how transfer and technical assistance agreementKNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE AGREEMENTbetweenandTable of Conten

certain know-how and technical assistance necessary for the operation of Party B's business. This Agreement sets forth the terms and conditions of such transfer and assistance.

1.2 Definitions

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

(a) "Know-how" shall mean all technical information, knowledge, experience, trade secrets, formulae, processes, designs, drawings, specifications, test data and results, software, technical manuals, and any other technical information or data, including any improvements thereto, relating to the business and operations of Party B, whether or not patentable or copyrightable, and which is owned or controlled by Party A.

(b) "Improvements" shall mean any improvements or modifications to the Know-how made by Party B.

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Subject
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Party A shall transfer to Party B, and Party B shall accept, the Know-how and technical assistance necessary for the operation of Party B's business in the Territory.

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General Obligations of the Company
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Party B shall:

(a) use the Know-how solely for the operation of its business in the Territory, and shall not disclose the Know-how to any third party without the prior written consent of Party A;

(b) take all reasonable measures to protect the confidentiality of the Know-how, and to prevent unauthorized use or disclosure thereof;

(d) use the technical assistance provided by Party A solely for the purposes of operating Party B's business in the Territory;

(e) comply with all laws and regulations applicable to the operation of its business in the Territory; and

(f) promptly notify Party A of any actual or threatened infringement of Party A's intellectual property rights in the Territory.

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General Obligations of Party A
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Party A shall:

(a) provide Party B with the Know-how and technical assistance necessary for the operation of Party B's business in the Territory;

(b) ensure that the Know-how is accurate, complete, and up-to-date;

(d) promptly notify Party B of any actual or threatened infringement of Party B's intellectual property rights in the Territory;

(e) not disclose any confidential information of Party B to any third party without the prior written consent of Party B; and

(f) comply with all laws and regulations applicable to the transfer of Know-how to Party B.

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Consideration
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As consideration for the transfer of the Know-how and technical assistance, Party B shall issue to Party A [] percent ([]%) of its registered capital in Party B.

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Payment
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Party B shall pay Party A [] percent ([]%) of its net profits for each fiscal year as a royalty for the use of the Know-how. Such payment shall be made within [__] days after Party B's annual audit report is issued.

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Indemnification
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Party B shall indemnify and hold Party A harmless from any claim, action, or proceeding brought against Party A arising out of or in connection with Party B's use of the Know-how or technical assistance provided by Party A.

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Improvements
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Any Improvements made by Party B to the Know-how shall be owned by Party B, but Party A shall have a non-exclusive, royalty-free license to use such Improvements.

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Infringement
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Party A shall have the right to take all appropriate actions to protect its intellectual property rights in the Territory, including instituting legal proceedings against infringers. Party B shall cooperate fully with Party A in any such action.

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Warranties
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Party A warrants that it has the right to transfer the Know-how to Party B, and that the Know-how is accurate, complete, and up-to-date.

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Confidentiality
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The Parties agree to maintain the confidentiality of all information exchanged in connection with this Agreement, including the terms and conditions of this Agreement.

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Terms and Termination
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This Agreement shall remain in effect for the duration of Party B's existence, unless terminated earlier by mutual agreement of the Parties or by Party A upon written notice to Party B in the event of Party B's breach of any material term or condition of this Agreement.

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Governing Law
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This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.

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Arbitration
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Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission. The arbitration shall be held in Beijing, China, and the language of the arbitration shall be English.

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Miscellaneous
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This Agreement may not be amended or modified except in writing signed by both Parties. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements between the Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

Technology transfer agreement of joint venture company English version Know-how transfer and technical assistance agreementKNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE AGREEMENTbetweenandTable of Conten