Technology transfer agreement

This technology transfer contract (hereinafter referred to as "contract") is owned by Party A _________ (a company established and existing under the laws of _________, whose office is located at _________) and Party B (a company established and existing under the laws of the People's Republic of China) , its main office and place of business is _________), reached and signed on _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ ).

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 tax related to the above mentioned paragraph 2.1 shall be withheld and paid by Party B; Party B shall withhold the contract And any such taxes paid by Party A shall be credited by Party A as part of Party B's settlement of the payment to Party A as stipulated 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 agreed to use these technologies and know-how, and have agreed in writing to keep this information confidential. In addition, 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 someone uses Party B’s _________ process and such use is in accordance with the guidance provided by Party A or any of its affiliates to Party B, it shall be referred to Party B as the People’s Republic of China. In the case of any indictment or legal action against the rights of any person, Party A shall, in receiving such written request from Party B, defend in such complaint or legal proceedings, 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: :

(1) 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.

(2) 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 in connection with this contract, any indictment for the enforcement of any arbitration action, in accordance with this contract or in any lawsuit relating to this contract, The parties explicitly 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, and the extension time shall be equal to the time of such suspension. Fee or penalty. 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 more than six (6) months, either party may notify the other party by airmail registered mail, and this contract may be revoked and terminated without further 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 that shall 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 registered by air. Confirmed and sent to or sent to the relevant party quickly. The date of receipt of such notice or communication under this contract shall be deemed to be twelve (12) days after the date of the airmail postmark or two (2) business days after the telegram or telex. All notices and communications should be sent to the appropriate address listed below until one party or the other party sends a written notice to change the address (as the case may be): 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 any other party’s breach of this contract The stipulated circumstances shall not be considered as a waiver of any continuing violation of such a provision thereafter, nor shall 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 be due to the other party. Responsible or constrained by actions or actions.

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.

Party A (seal): _________ Party B (seal): _________

Representative (signature): _________ Representative (signature): _________

Position: _________ Position: _________

_________Year ____________________________________________

Place of signing: _________ Signing location: _________

Subsidiary file

Attached file a: technical information (omitted)

Subsidiary file b: technical service (omitted)

Subsidiary file c: patent certificate (omitted)