License product production assembly agreement

This Agreement is entered into by the Chinese company and the company on ________________________________

In view of the desire of Party A for production and assembly, the product specifications are listed in Appendix A of this contract. “Licensed Product” means all parts that include improvements, additions, and corrections, whether completed or completed in the future, form an integral part of the Licensed Product. The above Appendix a can only be modified in any case by written agreement between the parties;

In view of the above, Party B hopes that Party A will acquire the right to produce and assemble license products;

Whereas Party A expects to cooperate with Party B in accordance with this Agreement to produce and assemble the above-mentioned licensed products.

Accordingly, Party A and Party B agree on the following contents:

a. Production and assembly rights

1. a. As the owner of the right to manufacture and assemble the licensed products, Party A shall grant Party B the production and assembly of the Licensed Products and the sale of the Licensed Products in accordance with the terms of this Agreement. However, this authorization is limited to the license product models listed in Appendix A and the improvements and technical solutions proposed by Party A concerning the licensed products. This improvement and technical solution is to make the license products more Competitive, efficient, more suitable for the market and increase productivity and reduce costs. The purpose is to make the existing design of the existing party A reasonable continuity in production.

b. The right to manufacture and assemble the license product "new/updated models" in Appendix A is not included in the scope of the authorization. The so-called “new/updated model” refers to a vehicle that is significantly different in appearance, performance or mechanical function from any of the models listed in Appendix A. “New/Updated Vehicles” may be added to this Agreement at any time upon mutual agreement.

c. When the “new/updated model” is added to this Agreement, the validity period of this Agreement regarding the content of such new/updated models is 5 years from the date of the addition of this model to Appendix a.

2. Party A agrees that during the term of this Agreement, unless there is a written promise from Party B, it does not engage in its own work and no longer authorizes others to produce and assemble the Licensed Products in Peru. It is limited to Party B's production and assembly of the Licensed Products.

3. Party B agrees that the authorization under this Agreement may not be transferred by Party B either voluntarily or involuntarily. Both parties agree that Party A may, through its subsidiaries, branches, or Party A licensees and sub-contract executors, perform their contractual obligations and exercise their rights.

4. The rights granted under this Agreement expressly restrict the production and procurement of spare parts and the supply of replacement parts only for the assembly of licensed products. Party B agrees not to use it or sell or convert such parts to third parties in any way to assemble equipment other than the licensed products or to replace parts other than the licensed products.

5. Party B agrees not to identify the model of Party A on the licensed product that does not meet the production specifications of Party A. Party B also agrees that it must obtain the approval of Party A before it can identify the substitute brand on the license product.

6. Party B agrees not to identify any trademark or trade name of Party A on the Licensed Product without the prior permission of Party A. Party B also agrees that this Agreement is not deemed to constitute Party A's license for its trademark or trade name.

Party B expressly agrees that if, for any reason, this Agreement is terminated, it will not continue to use Party A's trademark or trade name, even if the Licensed Trademark or Commercial Name License Agreement is not terminated at this time.

7. Party B shall confirm that the license product is manufactured based on Party A's license, and the form and storage of such confirmation file shall be approved by Party A.

8. If a positive step is taken to produce a product for a license within ten months from the effective date of this Agreement, Party A has the right to choose whether to extend the right to produce and sell the Licensed Product in a non-exclusive manner to others. Party A will send a notice to Party B three months before the action of the extended license, so that Party B can choose whether to take the positive steps of the production license product.

b. Provide technical files and technical assistance

1. Party A will provide the trademark license and technical assistance agreement within 90 days after receiving the written request from Party B. 1. The two sets of files specified in the section, one of which will be reproducible.

c. Replacement parts

1. Party B agrees to maintain sufficient records of replacement parts and allows Party A to access such records as needed.

2. Party B shall provide Party A with a production report on a quarterly basis. If it is not yet started, it shall be truthfully reflected.

d. Supply of parts and replacement parts

1. Party A agrees to provide parts in the form of rough or finished products in accordance with the provisions of this Agreement to meet the needs of Party B's production license products. Such components will be in line with current Party A design or in accordance with Party B's order.

2. Party B agrees to purchase such parts from Party A only in accordance with this Agreement. These parts are designed by Party A, or produced according to Party A's proprietary standards, or produced by Party A's proprietary tools, but by local suppliers. Parts of production that are supplied by contract.

3. Party A or its designated subsidiaries, branches or licensees may sell the parts based on the net export price of the licensed products announced by Party A. If there is no net export price, the price is negotiable. Both parties confirm that the net export price of this announcement can be modified by Party A at any time, and the price at the time of preparation of the invoice is subject to the price effective on the date of the order.

4. Party B agrees to place a certain order order with Party A or its designated subsidiaries, branches and licensees on the 15th of the same year, and shall provide Party A with no prior notice of not less than 4 months for the production of such model and quantity parts. . Party B will also do its utmost to present to Party A the estimated demand for the production plan for the next 8 months. The amendments to the supply plan will be confirmed by Party A on the first or second day of the next month and the next month after receiving the request by the 15th of the month.

5. Party A agrees that Party A or its subsidiaries, branches or licensees will supply Party B with replacement parts not manufactured in Peru. The price of the replacement parts is the price of the net export replacement parts determined by Party A.

6. Party B agrees to separately place an order to purchase replacement parts, which is different from the production of the complete license product and its subsidiary files. Orders for the purchase of replacement parts should be named, ie:

7. a. All orders for the purchase of vehicles or parts issued by Party B to Party A or its designated subsidiaries, branches, and witnesses shall be accompanied by an import license and an irrevocable letter of credit or other mutual consent recognized by a Chinese bank in US dollars. Means of payment. The irrevocable letter of credit must be delivered to Party A at least two weeks prior to shipment at the packaging factory.

b. All orders placed by Party B to Party A or its designated subsidiaries, branches, and licensees shall be accompanied by an import license and an irrevocable letter of credit in US dollars as confirmed by a Chinese bank or other mutually agreed terms. Means of payment. The irrevocable letter of credit must be delivered to Party A at least two weeks prior to shipment at the packaging factory.

c. Party B agreed to establish a guarantee through a US bank with a value of US$200,000. The guarantee will be used as a guarantee for the ability to issue certificates in accordance with paragraphs a and b above.

d. Party A agrees to supply Party B with the replacement parts required for the Licensed Products within 5 years from the date of termination of this Agreement or the suspension of production of the Licensed Products manufactured to meet the User's needs. Such supplies shall be paid in advance by pre-shipment cash or by mutual agreement.

8. All goods purchased by Party B are delivered to Party B at Party A's factory. The packaging fee, inland transportation fee, shipping cost, shipping miscellaneous fee and insurance premium shall be paid by Party B after Party A's discretion and discretion, including warehousing fees, insurance premiums, opposition fees and other expenses, including all Visa, certification and consular certification fees, as well as all bank fees and taxes, are paid by Party B.

9. Party A will promptly meet the requirements of the confirmed order and agree to use its best efforts under any circumstances to deliver the goods on the date specified in the confirmed order submitted by Party B or in advance, but Party A shall not bear the factors that are reasonably controlled by them. Failure to ship or confirm the order on time.

10. Party B shall supervise the handling of all cargo arrivals, and shall notify Party A in writing within 60 days of receipt of the goods claim for the shortfall or damage to the goods received. If Party B fails to provide information during the above-mentioned period, it will waive nor-inco's responsibility to correct its error.

If the notice is delivered on time, Party A will have a reasonable period of time to review Party B's claim and, in accordance with Party B's instructions or requirements, make the following choices:

Extend or refuse to extend the letter of credit to replace the damaged part;

Reject or give repetitive work expenses agreed by Party B and agreed by Party B;

It is recommended to dispose of improper parts or overfilled goods;

Suggested methods for handling short-loaded goods.

The freight for the overfilled parts and the improper parts to be returned to the intended place at the request of Party A shall be borne by Party A.

11. Party A warrants to Party B that all parts and parts delivered under this Agreement are in good condition in terms of materials and workmanship for the usual use and service purposes when assembling vehicles according to Party A's standards. Based on this warranty, Party A's liability is limited to the repair and replacement of parts or parts identified by Party A and found to be defective at the factory designated by it. This warranty will be terminated 15 months after the date of receipt of the part or part by Party B or 12 months after the date of delivery to the user who has assembled the part or part with the Licensed Product, whichever comes first.

12. Party A shall not be liable for any direct or indirect damages caused by defects in parts or parts, whether or not it is under this guarantee. The above warranty will take precedence over any other warranties, express and implied warranties, and no one, including the agent or representative of Party A, shall be entitled to any other warranties in the name of Party A in respect of parts and parts.

13. Party B may be granted a similar privilege to Party A when it comes to the supplier of the external parts, but this privilege shall not exceed the scope of similar privileges granted to Party A by the supplier of the external parts and components.

e. Implementation

1. Party B agrees to manufacture and assemble the Licensed Products and to manufacture and assemble the parts and tools of the Licensed Products in accordance with the files, know-how and technical assistance provided by Party A. Unless other design options have to be used due to production capacity, weak performance or material application, Party B shall perform according to Party A's design plan.

Party B is responsible for ensuring that all parts produced and/or supplied by Party A shall be identical in all respects to Parts produced by Party A based on the same part number. Unless such parts are absolutely identical, Party A's part numbers shall not be used.

Any changes or changes must be made in accordance with the Trademarks License and Technical Assistance Agreement c. 1. Part of the prescribed way.

2. Party A has the right to inspect the licensed products or components produced by Party B or its suppliers at any time to determine whether the materials and processes meet the drawings and specifications specified by Party A. Party B agrees to provide cooperation and necessary facilities for similar inspections.

3. Party B confirms that the licensed products produced by it shall be produced in strict accordance with the design plans, drawings and specifications specified by Party A, unless c. 1. The amendments to the regulations are not included here; at the same time, the licensed products shall have the same quality characteristics as those produced by Party A. However, Party A does not assume any guarantee responsibility for the licensed products produced by Party B.

f. Short-term service

1. In accordance with the requirements of Party B and Party A's service needs, Party A shall prepare to send technical production and implementation operators to Party B. The number of such personnel, the length of stay and period, and the cost are determined by mutual agreement.

g. License product sales

1. Both parties agree that the license products and license products manufactured in Peru under this Agreement shall be exclusively sold by Peru's distributors or branches in Peru. If there is no such distributor or branch, Party A may negotiate with Party B. Identify other distributors.

2. In addition to the licensed products produced in Peru, the sales of Party A's products in Peru should be based on the distribution contract. This Agreement shall not constitute an impediment to Party A or its licensors in the sale of Party A's products, affiliate files and tools, except for license products manufactured in Peru under the Distribution Agreement.

3. All export of licensed products produced by Party B in Peru can only be carried out through the distributors of Party A.

a. The parties agree that the Licensed Product shall not be sold directly or indirectly in Peru in a manner contrary to the provisions of this Agreement, resulting in the export of the Product, and that the Licensed Product shall not be exported from Peru without an export transaction approved by Party A.

b. Party B will accept the license product order from Party B's own price, delivery conditions and other conditions directly from the distributor or other users. Party B shall pay Party A 5% of the usage fee according to the price of each batch of goods when it directly collects the goods and issues invoices to such distributors or users, unless in certain circumstances, Party A agrees in writing to No change may be made outside of a rate or payment terms. The above usage fee shall be paid when Party B issues an invoice to its user, but in no case shall it be 30 days after the date of issue of the delivery date or the usage fee payment instruction. This fee includes the warranty management fee of Party A and the after-sales support cost of the product sold in China.

c. The parties agree that Party A's obligations with respect to the distributor or user do not result in Party B's liability, and Party B's obligations do not result in liability to such distributors or users.

4. Party A agrees to encourage its distributors and users around the Latin American market or other designated markets of Party A to consider Party B as the main supply channel for the licensed products, and Party B and Party A acknowledge that the above distributors or users are not subject to The main supply channel constraints.

h. Validity of the agreement

This Agreement shall be effective for 5 years from the date of the first signing; after 4 years this Agreement may discuss its renewal. Either party terminates this Agreement by written notice 90 days prior to the last effective date of the Agreement or any time thereafter. This Agreement shall remain in force without notice from such party to the other party.

1. As a basic condition of this Agreement, Party B shall actively produce and sell the Licensed Products in accordance with the provisions of this Agreement; Party A and Party B shall agree on the annual production targets on the date of the first signing of the Agreement. Either party will reserve the right to review the terms of this Agreement when Party B fails to produce in accordance with the annual production target agreed by Party B and Party A.

2. In the event that either party fails to perform the terms or conditions stipulated in the agreement and fails to remedy its non-performance within 90 days after receiving the written notice from the other party, the party giving the notice may terminate the agreement by notice.

3. Either party may terminate this Agreement if the other party becomes bankrupt or insolvent.

4. The parties agree to terminate this Agreement.

5. If this Agreement is terminated for any reason, all drawings, pictures, specifications and all other production and operation materials provided by Party A, including all copies, shall be returned to Party A, and Party B shall cease production of the above-mentioned Licensed Products or Parts. , or parts.

The termination of this Agreement shall not affect Party B’s existing debts to Party A.

6. If this Agreement is terminated for any reason, g. 3. b. Any unpaid royalties as stipulated, or the purchase of parts or replacement parts purchased by Party B from Party A shall be immediately paid off.

i. Normal condition

1. Unless otherwise notified in writing, the relevant notice and contact are subject to the following postal address: China

2. Party A agrees to provide Party B with the necessary sales specification chart, sales catalog, operation manual and copy of the parts catalogue in English.

a) Party A agrees to provide as much as possible the archives available for reproduction.

b) Party A shall not be responsible for translating the above materials into another type of text or conversion metrics.

c) Party B agrees to pay for the above-mentioned materials requested in the form of a written order, including the management fees and expenses recognized by Party A.

3. Party A agrees to protect Party B from any liability, expenses and expenses caused by the design defects of Party A's license, and Party B agrees to protect Party A from the defects in materials or processes used by Party B in the production of the Licensed Products. Injury of any liability, expense and expense.

4. This Agreement constitutes the complete and complete content of the products of the parties to the production and assembly of the Licensed Products. Any prior oral or written consent beyond the scope of this Agreement shall no longer be binding. Any changes to the agreement must be signed by an authorized representative of both parties.

5. The subsidiary files of this Agreement form an integral part of this Agreement.

6. Failure by either party to act on the other party at any time or to terminate the agreement for any reason does not affect the party’s right to request full performance of the agreement or to terminate this agreement at any time thereafter; The automatic waiver of any party to the terms of the agreement does not constitute an automatic waiver of subsequent default.

7. Unless the Trademark Licensing and Technical Assistance Agreement is approved by the relevant authority within 60 days after the date of the first sign or the time agreed by both Party A and Party B, this Agreement may be terminated by Party A's choice.

8. Unless otherwise stipulated, all disputes or disputes between the parties, whether related to this Agreement or whether they are breach of contract or negligence, such as friendly negotiation, are not submitted to arbitration.

Arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules, unless the rules of the program are modified.

The arbitration shall form an arbitral tribunal, to be held in Zurich, Switzerland.

The arbitral tribunal consists of three arbitrators, and Party B and Party A each appoint an arbitrator. If the respondent fails to appoint an arbitrator within 30 days after receiving the notice of the complainant's arbitration, it shall be appointed by the Chairman of the Commercial Arbitration Court of Zurich, or by the Supreme Court of Zurich in the case of its impediment to the arbitration procedure or omission. Article 364 of the Code is designated. The second arbitrator will recommend the third arbitrator and act as the chairman of the arbitral tribunal. If the arbitrators nominated first within 30 days after the respondent’s notice of appointing the arbitrator fails to reach an agreement on the third arbitrator. , the third arbitrator is appointed according to the above procedure.

The arbitration procedure shall be in English and all arbitrators shall be proficient in English. The arbitration decision to resolve the dispute shall be made by two of the at least three arbitrators, and the arbitrator shall indicate his or her basic opinion in the form of a written ruling.

The arbitration decision or ruling of the arbitral tribunal is final, and either party may decide to require any court of competent jurisdiction to make a judicial judgment. Both parties must abide by the arbitral tribunal's decision with good faith.

The arbitrator shall use the law of the People's Republic of China as the substantive law.

The cost of arbitration is shared equally by both parties, but each party bears the costs of its lawyers and witnesses.

9. This Agreement shall enter into force upon approval by all relevant authorities.

This document is made in two copies and is entered into by the parties on the date of the first letter.

Party A ______________

representative:________________

Party B ______________

representative:________________