[Boutique] Technology Transfer Agreement

Part 1: Technology Transfer Agreement

This technology transfer contract is reached and signed by Party A _________ and Party B on _________ _________ month _________.

In view of the fact that Party A has obtained the authorization of Group A and its subsidiaries, it sells the technology and know-how about _________ to third parties;

In view of the intention of Party B to obtain such technology and know-how;

In view of Party A's willingness to sell such technology and know-how to the company in accordance with the terms and conditions of the Master's contract and in accordance with the terms and conditions of this contract.

To this end, the parties agree as follows:

The first technical know-how and training content and quality assurance

1.1 The subject of this sales contract is the right to use the technology and know-how owned by Party A and its affiliates, including all specifications, operating cycle data, etc., and any technical information related to this _________.

1.2 Party A will provide technical services in accordance with the provisions of Sub-file b and guide the initial operation after driving and driving. The relevant technical service fees shall be part of Party A's subscription of capital to Party B in accordance with the principal contract.

1.3 Party A shall provide operation and maintenance training at its affiliated company, the _________ factory in the facility where Group A is located, or at another _________ factory selected by Party A. The most appropriate time for Party B's personnel to receive training will be mutually agreed between Party A and Party B. Such training at Party A’s facilities is estimated to be completed in two to three weeks. All expenses required for dispatching trainees abroad shall be paid by Party A and shall be part of Party A's subscription of capital to Party B in accordance with the principal contract. The remaining expenses shall be the responsibility of Party B.

1.4 Party B shall select a reasonable number of suitably qualified personnel, including an operator and an engineer, to be sent to the facilities described in Section 1.3 above for training. At least one of the trainees should be fluent in _________.

1.5 Party A agrees to provide Party B with all the files necessary for the performance of this contract. All files are only _________ text.

1.6 Party A shall provide the necessary training work in Party B's factory in order to enable Party B to correctly master the operation process of _________. The training fee shall be part of Party A's subscription of capital to Party B in accordance with the principal contract. The number of trainers and the length of time they will be installed and commissioned by the factory in Party B will be decided by Party A after discussion with Party B. The cost of living for such personnel in the People’s Republic of China shall be provided as part of the capital reserved by the plant to Party B as stipulated in the main contract.

1.7 Party B's assistance to _________ in addition to the provisions of this contract shall be provided by Party A in the form of a consultation agreement, the terms and conditions of which shall be agreed in writing.

1.8 Party A shall ensure that the _________ device provided to Party B meets the specifications and performance described in Article 1.8.1 in accordance with the acceptance test procedure of Clause 1.8.2.

1.8.1 Specifications and performance _________.

1.8.2 Acceptance test program _________.

Second payment

2.1 Considering Party B's right to purchase the _________ process, Party B agrees to divide it into five phases, and pays Party A a total amount of _________ million US dollars per year for _________ million US dollars. This payment will be remitted to the foreign bank account designated by Party A for business contact with Bank of China. The first payment will be due within 12 months after the start of the operation at the _________ factory. Determined by the written consent of both parties.

2.2 Party A shall pay in accordance with the Chinese tax law in the People's Republic of China, and any taxes related to the provisions of paragraph 2.1 above shall be withheld and paid by Party B for Party A; Party B shall withholding and withholding by Party A. Any such tax shall be credited by Party A as part of Party B's settlement of the payment to Party A as provided in paragraph 2.1 above. All taxes paid by Party B for Party A shall be submitted to Party A within 10 days after the date of payment. Such a written statement shall be accompanied by an official official receipt of the government with Party A as the head of the person, and shall specify which specific payment is to be paid for the tax.

Article 3 Additional obligations

3.1 In order to enable Party A to sell the _________ process to Party B, Party B agrees to keep this technology and know-how confidential, except for Party B's senior staff who have reasonably required to use these technologies and know-how, and have agreed in writing to keep this information confidential. Party B shall not disclose these technologies and know-how to anyone else. In addition, Party B agrees that it will only use such technology and know-how in its factories, and Party B shall not disclose or sell such technologies and know-how to any third party, nor may it grant licenses for such technologies and know-how.

3.2 Party A shall provide Party B with free information on the improvement of non-patent technology of _________ process, and Party B shall provide similar information to Party A under reciprocal conditions.

3.3 During the term of this contract, if any party considers that Party B uses the _________ process and such use is in accordance with the guidance provided by Party A or any of its affiliates to Party B, In the case of any complaint or legal action against a person's rights, Party A shall, in receiving such written request from Party B, defend in such complaint or legal action, and Party A shall bear the expenses in this regard. Party B shall promptly notify Party A in writing of any such alleged alleged violation, accusation or lawsuit, threatening accusation or litigation. Party B has the right to entrust the consultant lawyer selected by Party B as the representative of Party B in any such accusation or legal proceedings, and Party B shall bear the expenses in this respect.

3.4 Party A and Party B agree to use their best efforts to obtain the approval of the relevant government authorities necessary to perform this contract.

Article 4 Termination

4.1 This contract is effective as of the date on the first page, and the contract is terminated at the same time when the main contract is terminated. At the termination of this contract, Party B will be responsible for continuing to pay all amounts owed to Party A in accordance with paragraph 2.1.

Article 5 General Provisions

5.1 This contract, including any rights or obligations of Party B as stipulated in this contract, shall not be transferred or transferred by Party B in whole or in part.

5.2.1 If there is a dispute between the parties in the process of implementing this contract, both parties should first try to resolve these disputes through friendly discussions. If the dispute cannot be settled in this way within _________ days and the parties are satisfied, then either party may submit the dispute to the arbitral tribunal of _________ to arbitrate the dispute according to the arbitration rules of the court, but with the following provisions: :

All procedures for any such arbitration shall be conducted in both Chinese and English, and each transcript of such proceedings shall be prepared in both Chinese and English.

There should be _________ arbitrators, who should be fluent in English, but _________ of them should be fluent in Chinese.

5.2.2 All arbitral awards shall be final and binding on both parties. The parties agree to accept the arbitral award and shall take appropriate action.

5.2.3 Unless otherwise provided in the arbitral award, the arbitration fee shall be borne by the losing party.

5.2.4 When an arbitration proceeding is conducted in accordance with the provisions of this Article, this contract shall be governed by and construed in accordance with the laws of the People's Republic of China.

5.2.5 Any arbitral award shall be enforced by any court that exercises jurisdiction over the awardee or exercises jurisdiction in the area in which the awardee has assets.

5.2.6 In any arbitration proceedings under this contract or for any arbitration proceedings relating to this contract, any action between the parties in accordance with this contract or in any lawsuit relating to this contract, Clearly waive the defense of sovereign state immunity, and explicitly renounce any defense based on it as a party to the government, a government agency or acting in accordance with government instructions.

5.3.1 In the event of force majeure, the contractual obligations of the parties to the contract or the parties to the joint venture shall be suspended and automatically extended during the period of delay caused by force majeure. The extension time shall be equal to the time of such suspension and no fee shall be paid or be punished. In this contract, the definition of force majeure is the same as the main contract.

5.3.2 If the situation of force majeure continues for a period of more than six months, either party may notify the other party by airmail registered mail, and this contract may be revoked and terminated without other formalities.

5.3.3 The party claiming force majeure shall promptly notify the affected other party and shall provide appropriate evidence of the occurrence of such force majeure and its duration.

5.4 Any notice or written communication to be issued by any party to the other party, including but not limited to all quotations, letters or notices required by this contract, shall be sent by telegram or telex and shall be confirmed by registered airmail. , quickly sent or sent to the relevant party. The date of receipt of such notice or communication under this contract shall be deemed to be twelve days after the date of the airmail postmark or two business days after the telegram or telex is sent. All notices and communications should be sent to the appropriate address listed below until one party sends a written notice to the other party or the parties to change the address: Party B: _________, Party A: _________.

5.5 The terms of this contract may not be modified, waived or discharged unless the written file signed by the senior officer duly authorized by the parties to the contract expressly declares and specifically specifies this contract.

5.6 If either party does not require the other party to perform any of the provisions of this contract at any time, it shall not in any way affect the full right to require such performance at any time thereafter, and if either party waives the other party's breach of any provision of this contract. The situation should not be considered as a waiver of any continuing violation of such a provision thereafter, nor should it be considered a waiver of the provision itself.

5.7 Nothing in this contract shall be construed as causing any party to this contract to become an agent or representative of the other party. Neither party may claim to be the agent or representative of the other party. Neither party shall act on the other party’s actions. Responsible or constrained by taking no action.

5.8 This contract is entered into with the Chinese text and the _________ text, both texts being equally authentic.

Article 6 As evidence of the above points, the parties to the contract have procured their duly authorized representatives to sign this contract on the date specified in this contract.

person A person B:_________

Representative: _________ Representative: _________

Position: _________ Position: _________

_________Year ____________________________________________

Signing location: _________ Signing location: _________

Part 2: Technology Transfer Agreement

Transferee: Huake Co., Ltd.: Fang Huo Co., Ltd.

Party B of this contract transfers its _______________ patent rights to Party A, and Party A transfers and pays the corresponding transfer price. On the basis of fair and full expression of their respective wishes, the two sides reached the following agreement in accordance with the provisions of the Contract Law of the People's Republic of China and are jointly abided by both parties.

1. The patent right transferred in this contract: ________________________________ 1. The patent is __________. 2. The inventor/designer is: ______________________________. 3. Patentee: ________________________________________. 4. Patent Authorization Date: ________________________________________. 5. Patent No.: ________________________________________.

6. Patent validity period: ________________________________________. 7. The annual patent fee has been paid to ________________________________________.

2. In order to ensure Party A's effective possession of this patent right, Party B shall submit the following technical materials to Party A: 1.______________________________________________; 2.______________________________________________;

3.______________________________________________; 4..______________________________________________.

3. In order to ensure that Party A effectively owns this patent, Party B shall transfer the technical secrets related to the implementation of this patent right to Party A: 1. Content of technical secrets: ______________________________________________________ 2. Implementation requirements for technical secrets: __________________________________________________ 3. Technical secrets Confidentiality and duration: ____________________________________________ 4. The payment for the transfer of the patent right by Party A to Party B is as follows:

1. The total amount of the transfer price of the patent right is: ______________________________________________ The technical secret transfer price is: _____________________________________________ 2. The transfer price of the patent right shall be paid by Party A ______.

3. Both parties determine that if Party A pays Party B's research and development funds and remuneration for the benefit generated by the implementation of research and development results, Party B has the right to refer to Party A's relevant accounting accounts by way of ______________. 5. The two sides determine:

1. Party A has the right to use the inventions and creations involved in the transfer of patent rights by Party B for subsequent improvement. The resulting new technological achievements with the characteristics of substantial or creative technological advancement are owned by the parties. The specific relevant benefits are distributed as follows: ____________________________________

2. Party B has the right to make subsequent improvements to the inventions and creations involved in the patent right after Party A has delivered the patent right. The resulting new technological achievements with the characteristics of substantial or creative technological progress are owned by the _____ party. The specific relevant benefits are distributed as follows: ________________________ 6. The parties determine that they will be responsible for their respective breach of contract in accordance with the following agreements:

1._______ Party violates the provisions of Article _______ of this contract and shall _______.

2. The _________ party violates the provisions of Article _________ of this contract and shall ____________________.

7. The parties determine that the following circumstances have caused the performance of this contract to become unnecessary or impossible, and this contract may be terminated: 1. Force majeure;

2.___________________________________________; 3..______________________________________________.

8. The following technical files relating to the performance of this contract shall be an integral part of this contract upon confirmation by both parties in the form of _____________:

1. Technical background information: ______________________________; 2. Feasibility argument report: ______________________________; 3. Technical evaluation report: ______________________________; 4. Technical standards and norms: ______________________________; 5. Original design and craft files: ______________________________; 6. Others: _________________________________________. 9. This contract is a _______ share with the same legal effect. X. This contract shall come into force on the date of registration by the patent administration department under the State Council.

Party A: __________________ Legal representative / attorney: Place of residence: _______________________ Legal representative: ___________________ Project contact: ___________________ Contact: _____________________ Address: _____________________ Telephone: _________________________ Fax: _________________________ E-mail: _____________________

_________Year _________ Month_________ Day B: __________________ Legal Representative / Attorney: Place of residence: _______________________ Legal representative: ___________________ Contact person: ___________________ Contact: _____________________ Address: _____________________ Telephone: _________________________ Fax: _________________________ email:_____________________

_________year month day

PART 3: Technology Transfer Agreement

Transferor:_________

Transferee: _________

In view of the fact that the key technology of “_________” has been developed by the transferor for a long time and applied by actual projects, the technology is fully mature and affirmed by users in special industries, and has broad market prospects: in view of the market share of the transferee Complete business capabilities, in order to better apply the results to social and industry users, the transferor is willing to transfer the technical results to the transferee, and the transferee agrees to accept the technical results. After detailed consultations between the two parties, the agreement on the transfer of technological achievements is based on the current and effective laws and regulations of China:

1. The third generation cdmaXX mobile communication base station RF subsystem and cdmaXX mobile communication system base station linearization amplifier key technology refers to: including but not limited to the third generation cdmaXX mobile communication base station RF subsystem and cdmaXX mobile communication system base station linearization amplifier Software, technical files and technical materials for key technologies. The success of "cdmaXX" development technology refers to: including but not limited to the subsequent development of existing cdmaXX technology and related technical files and technical materials. The "cdmaXX" related technical achievements and its subsequent development technical achievements refer to: other technical achievements and technical files and technical materials related to the existing cdmaXX technology, and subsequent development and related technical files and technical materials based on this.

2. The transferor shall exclusively transfer the technical results of this contract to the transferee on the effective date of this contract. From the date of the transfer, the transferee has ownership of the technical results, except for the rights prohibited by law.

The transfer of technical achievements includes, but is not limited to, the following rights during the relevant rights protection period of the technical results:

The right to use, that is, the right to use technical achievements in the form of copying, display, distribution, modification, translation, annotation, etc.;

The right to use and to obtain remuneration, that is, the right to use the technical results in some or all of the ways specified in the previous paragraph and the right to remuneration;

The right to modify, that is, the right to modify or authorize others to modify the technical achievements;

Other laws and regulations provide for the rights enjoyed.

3. The transferor shall deliver the detailed information of the entire contents of the transferred technical results to the transferee on the effective date of this contract.

This technical information includes but is not limited to: _________.

The above technical documents submitted by the transferor shall be able to be understood by professionals with ordinary skill level in the industry, and the software can be modified, maintained and redeveloped on this basis.

After the transferee has submitted the above technical information, the transferee shall not continue to retain any carrier carrying any substantial part of the software.

Such information shall ensure that the transferee is able to conveniently use, enjoy and exercise the technical results and related rights referred to in Article 1 of this Agreement.

4. The transferor declares and guarantees that before the transfer of the technical results of this contract

The transferred technical achievements are true, complete, legal, valid, and owned by them, and there is no dispute over ownership.

The transferor has the right to transfer the technical achievements involved in this contract, and there are no mortgages, pledges or other guarantees for the technical achievements;

The Transferor has not licensed or disclosed the Technical Achievements to any third party for use or benefit in any way prior to the signing of this Agreement.

Except for the legal owner who purchased the technical results prior to the signing of this contract, the transferor has not licensed or disclosed the technical results in any way to any third party for use or benefit.

The transferor guarantees that the information provided is complete, correct, clear and guaranteed to be delivered on time.

5. The transferor declares and warrants that after the transfer of the technical results of this contract:

Without the written consent of the transferor, the transferor does not use the technical results in any way, authorize others to use the technical results, and provide any conditions for the illegal use of technological achievements by others.

The transferor shall ensure that the developer and the transferor of the technical achievements/authors and their employees with the employment relationship and the affiliates of the transferor do not use, do not permit others to use the technical results, and do not provide any conditions for the illegal use of technological achievements by others. If the aforementioned employee or its affiliates have any of the foregoing acts, the transferor shall be directly responsible to the transferee for such acts.

The transferor shall assume confidentiality obligations regarding the transferred technical achievements and the users of the technical achievements and other commercial information related to the market for the technical results. The above confidentiality obligations also apply to the transferor employees and/or affiliates.

6. The promised and guaranteed by the transferee

The transfer amount stipulated in this contract shall be paid in full to the transferor within the agreed payment time.

7. The transferor shall give the transferee a preference for the associated technology of cdmaXX. Under the same conditions, the transferee has the right of first refusal.

8. The transferee shall pay the transferor RMB _________ yuan to the transferor within three days after the contract becomes effective.

9. If one of the parties to the contract breaches the contract, it shall pay the other party a penalty of 10% of the total transfer fee. If the liquidated damages are insufficient to compensate the defendant for the losses suffered, the defaulting party shall compensate the insufficient part.

The transferor fails to provide the transferee with the information as required by Article 3. The transferee has the right to request the transferor to make corrections; to the date of correction, the transferor shall pay the transferee a full transfer fee of 0.2 per day. The deferred transfer of liquidated damages.

10. A party to a contract has one of the following circumstances: the other party has the right to unilaterally terminate this contract. In addition to the implementation of the provisions of Article 9 above, the property acquired from the other party shall be returned:

The transferor violates any of the provisions of Article 4;

Failure to perform the foregoing provisions of Articles 3 and 6;

Force majeure such as war, natural disasters, government actions, etc., can not achieve the purpose of the contract.

11. The transferor shall provide technical training, counseling and other related services for the technical results as requested by the transferee until the transferee can use the technical results independently and correctly.

12. The relevant fees to be paid for the transfer of technical achievements shall be borne by the parties according to law.

13. After the contract comes into effect, the copyright and related rights of the transferee based on the subsequent development and improvement of the technical achievements involved in the contract shall be vested in the transferee.

14. The files/information provided by the parties for the performance of this contract shall be the subsidiary files of this contract and constitute an integral part of this contract and have the same legal effect as this contract.

15. The outstanding matters are agreed by both parties to the contract and a written supplementary agreement is signed. The supplementary agreement has the same legal effect as this contract.

16. The dispute arising from the performance of this contract shall be settled by friendly negotiation between the two parties. If the negotiation fails, it shall be submitted to the people's court for ruling.

17. This contract is a form of _________, which shall take effect from the date of signature and seal by both parties, and each party shall hold _________ copies of the contract and have the same legal effect.

Transferor: _________ Transferee: _________

Legal representative: _________ Legal representative: ______

_________Year ____________________________________________

Place of signing: _________ Signing location: ________