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1、1The Licence Contract for Panasonic Frequency conversion systemSignature Date：2012.01.08Signature place: BeijingContract No.:1009225China, Beijing, Gree Company (hereinafter referred to as “Licensee”) on the one hand, and Panasonic Company, Japan Country (hereinafter referred to as “Licensor”) on th
2、e other hand;Whereas Licensor has the Technical Know-how, which design, manufacture, install and sell the Panasonic Frequency conversion system products; Whereas Licensor has right and agreed to transfer the above-mentioned technical know-how to Licensee;Whereas Licensee hopes to use to technical kn
3、ow-how of Licensor to design, manufacture, sell and export the Panasonic Frequency conversion system products;The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below:Article 1 Definition1
4、.1 “Licensee” means China Gree Company or the legal representative, agent and inheritor to the property of the Company.21.2 “Licensor” means Panasonic Company, Japan Country or the legal representative, agent and inheritor to the property of the Company.1.3 “The Contract products” means all the prod
5、ucts, model and specifications as stipulated in Annex 1 to the Contract.1.4 “The Technical Documentation” means all the technical indices, drawing, design and other documents relating to the calculation, operation, maintenance and inspection of the Contract Products as stipulated in Annex 2 to the C
6、ontract.1.5 “The Contract Factory” means the place, which Licensee manufactures the Contract Products by using the Technical Documentation and know-how supplied by Licensor. That is Gree factory, Beijing City.1.6 “Net Selling Price” means the remaining amount of invoice value of the Contract Product
7、s, deducted by the charges for packing, freight, insurance premium, commission, commercial discount, taxation and other dues as well as the value of the parts purchased from out-side the factory.1.7 “The Technical Service” means the technical instruction and the technical training to be rendered by
8、Licensor to Licensee with respect to the design, manufacture, assembly, inspection, adjustment, operation and other work of the Contract Products as stipulated in Annex 4 and annex 5 to the Contract.1.8 “Commercial Production” means the production after Set No. one of the Contract Products is made i
9、n the Contract Factory.31.9 “The Date of Effectiveness” means the date of approval for the Contract by the competent authorities of both parties Government, whichever comes later.Article 2 Scope of the Contract2.1 “Licensor has agreed to transfer to Licensee and Licensee has agreed to obtain from Li
10、censor the technical know-how for the design, manufacture, sale, install and maintain of the Contract Products. The name, model, specifications and technical indices of the contract Products are detailed in Annex 1 to the Contract.”2.2 “The Licensor has agreed to grant Licensee to licence and right
11、to design, manufacture, use, sell and export the Contract Products in the Peoples Republic of China. The Licence and right are nonexclusive and non-transferable.”2.3 The Licensor has been responsible to provide Licensee with the relevant know-how and technical documentations related to the Contract
12、Products. Their contents, quantity and time of delivery are detailed in Annex 2 to the Contract.2.4 Licensor will be responsible to dispatch his technical personnel to China for explaining the technical documentations and rendering technical instruction and service on design, manufacturing, assembly
13、, inspection and acceptance test of the Contract products. The specific contents and requirements of the technical instruction and service are detailed in Annex 4 to the Contract.2.5 Licensor will be responsible to receive and arrange for technical 4training of the Licensees personnel in the Licenso
14、rs factory, Licensor shall make his best effects to satisfy the needs of Licensee so that the said technical personnel are able to master the above-mentioned know-how. The specific training contents and requirements are detailed in Annex 5 to the Contract.2.6 Licensor shall be obligated to supply Li
15、censee at the most favorable price with the parts, components, raw materials and standard parts for the contract Products, when Licensee so requires. Both parties shall have consultation and sign the new contract for the specific contents of supplying in due time.2.7 Licensor agrees that Licensee ha
16、s the right to use the Licensors trademark. The contract products can also be adopted combination trademark of both parties or marked the words: “Made in China under licence of Licensor.”2.8 After the contract Products manufactured by Licensee are up to standard through the acceptance tests, Licensor agrees to buy=back a part of the Contract Products in accordance with stipulations in Article 8,9 of the Contract.Article 3 Price of the Contract3.1 The total Contract price w
