合资公司技术转让协议(英文版)Know-how transfer and technical assistance ag

KNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE

AGREEMENT

between

and

Table of Content

1. 2. 3. 4. 5. .......................................................... 3 ....................................................................... 3 ................................................................................................................ 4 6. ................................................................................................................ 5 8. .................................................................................................................... 5 9. 10. 11. 12. ................................................................................................ 6 13. .................................................................................................................. 6 14. 15.

THIS KNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE AGREEMENT (the "Agreement") is made on this [__] day of [__], 2006

BETWEEN

(1) , a company established and existing under the laws of Italy whose

legal address is at Via Lago di Albano, 82, 36015 Schio (VI), Italy ("Party A"); and

(2) Co., Ltd., a sino-foreign equity joint venture duly incorporated and

existing under the laws of the People's Republic of China and having its legal address at No. 208 Lang Ya Tai Road, Jiaonan, Qingdao, Shandong Province,, People's Republic of China ("Party B")

(collectively, the "Parties", individually, a "Party").

1.

1.1 Preliminary Statements

Party A and Co., Ltd. (“ ”) have entered into a joint venture contract (the "JV Contract") concerning the establishment of Party B. As one of the principal provisions of the JV Contract, Party A and Over-World agreed that Party A would transfer, as capital contribution, to Party B certain know-how and provide technical assistance as set forth hereunder.

Therefore, Party A and Party B have agreed to enter into this Agreement.

1.2 Definitions

The following terms as used in this Agreement shall have the meanings set forth below:

(a) “Drawings” means the documents containing the design and all the technical

specifications of the Products to be produced by Party B and which must

enable Party B to entirely produce such Products. A sample of the Drawings is

attached to this Agreement as Schedule 1.

1

(b) "Improvement" means any and all improvements, modifications or

adaptations to any part of the Know-How which might reasonably be of

interest to Party B or Party A.

"Know-How" means all know-how, technical information, experience and

data relating to the production and manufacturing of the Products which are

owned or under the control of Party A and which Party A is able to make

available to Party B.

"Products" means each machinery listed under Schedule 2, as well as each of

its parts and components, which Party B will be producing and selling based

on the Drawings and Know How provided by Party A.

"PRC" means the People's Republic of China.

“Technical Assistance” means all the training activities and other services

provided by Party A to Party B for the performance of the production activities

in respect of the Products. (c) (d) (f) (g)

1.3

Headings

The headings in this Agreement are for ease of reference only and shall not affect the interpretation of the provisions of this Agreement.

2.

2.1

Know How transfer

Within ninety (90) days after the establishment of Party B, Party A will transfer to Party B, and Party B shall accept, the Know-How in direct connection with the production of the Products in accordance with the terms and provisions contained in this Agreement. Party B shall not license the use of the Know-How to third parties ("Licensees") unless otherwise agreed between Party A and Party B.

2

3.

3.1

Know-How Use

Party B hereby agrees that it shall not use the Know-How except in connection with the production of the Products and in accordance with terms and conditions set forth in this Agreement, and the JV Contract.

3.2

Drawings

(1) The Drawings shall be delivered both in electronic format and hardcopy (one

copy of each document), and Party B shall take all reasonable precautions to

safeguard such documents and all copies thereof.

The Drawings shall be in English language.

4.

4.1

(2) Supply of the Know-How

Within twenty (20) days after the establishment of Party B, Party A shall start supplying Party B with the electronic format and the hardcopy of the Drawings to ensure that Party B can utilise the Know-How and manufacture the Products of a quality standard substantially similar to the quality of Party A’s products. The supply of the Know-how shall be completed within ninety (90) days after the establishment of Party B. (The timing of the training to be provided in PRC may be decided in accordance with the actual production status of Party B.)

4. 2 Supply of Technical Assistance

(1) Party A shall also provide in the PRC Party B with the services of suitable

technicians for totally no less than sixty (60) working days and up to a

maximum of eighty (80) working days (each technician’s daily

assistance/training will be accounted as one working day) when required by

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