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1、Exclusive LicenseSupply & Collaboration AgreementBy and BetweenAnd CompanyNov.26, 2015License - Supply and Collaboration AgreementThis License, Supply and Collaboration Agreement is made and entered into this July 14, 2015, by *, a company incorporated and existing pursuant to the laws of Peoples Re
2、public of China having registered office at, West Part of Yitianmen Street, Hi-Tech Zone, Taian, Shandong Province, China” (hereinafter referred to as “*”, which expression shall mean and include, where the context so require or admits, its successors-in-interest and permitted assigns); * Company, a
3、 company incorporated and existing pursuant to the laws of Egypt having its registered office at “*“(hereinafter referred to as “*”, which expression shall mean and include, where the context so require or admits, its successors-in-interest and permitted assigns);Both * and * hereinafter may collect
4、ively be referred to as the “PARTIES”, and each may singly be referred to as a “PARTY”.WHEREAS *, has developed several moulds for Polymer products (hereinafter defined as “Products”) and furthermore interested in selling their Products in the territory through * (being their sole agent for the purp
5、ose in the territory).WHEREAS *, is interested in obtainment of the marketing, selling and distribution rights for the Products in the territory”NOW THEREFORE, in consideration of the mutual promises and covenants set forth hereinafter and for good and valuable consideration, the adequacy and suffic
6、iency of which is hereby acknowledged, the PARTIES hereby agree as follows:ARTICLE 1: DEFINITIONS1. “AGREEMENT” means this agreement, together with all attached schedules and exhibits, as they may be amended or otherwise modified from time to time;2. “EFFECTIVE DATE” means the date on which the pres
7、ent Agreement is signed by the PARTIES and which appears herein;3. “PRODUCTS” shall mean the product(s) manufactured by * or its affiliated companies and are defined in Appendix A, , and such other products as may from time to time be agreed upon in writing by the PARTIES and included in the Appendi
8、x “A”.4. “REGISTRATION DOCUMENTATION” shall mean any and all information, processes, techniques, and data in *s possession relating to each particular Product on the list of Products as mentioned in Appendix “A”, which are required to obtain Registration for such particular Product in the territory.
9、5. “REGISTRATION” shall mean the approval by the appropriate authorities of the territory, of an application to market, sell and distribute the Products in The territory, if so required.1. “TERRITORY” shall mean the territories of Egypt.2. “MARKETING YEAR” shall start by the product launch date in t
10、he respective territories.ARTICLE 2: RIGHTS & REFRAINMENTS * hereby grants to * the rights to market, sell and distribute the Products under *S own Brand name and Trademark in the territory, subject to the terms and conditions of this Agreement. To the extent that and as long as this Agreement is in
11、 force * shall not have the rights to market, sell and distribute the Products outside the territory. * is not allowed to sell any of the rights agreed, or parts hereof, to any third party without the prior written consent of *. * shall be entitled to market, sell and distribute the Products in the
12、territory through its affiliated companies, distributors, local wholesalers, doctors and any appropriate distribution channel. * has the exclusivity for licensing, registering, marketing, selling and distribution of the product(s) offered by *, mentioned in Appendix-A, in the territory.ARTICLE 3: MA
13、NUFACTURE, QUALITY ASSURANCE & TECHNICAL VISITS1. * warrants that the Products will be produced according to international rules and regulations and in accordance with all other applicable laws.2. Any complaint regarding defects in quality apparent upon inspection and / or shortfalls in quantities o
14、f the Products delivered by * shall be made in writing by * within thirty (30) days after receipt of consignment by * and * shall simultaneously send samples of such defective products to *. If * fails to notify * within such a period, * shall be deemed to have accepted the consignment.3. In the eve
15、nt of receipt of intimation of rejection of products and/or short shipment, * shall replace the faulty consignment and/or make up short shipment as soon as practicable but not later than 15 days of receipt of intimation free of charge. Shortfalls in quantities delivered shall also be made up free of charge In case of replacement of rejected material, * shall also reimburse the local import clearing dues and costs. Further if the replacement / make up are not made within 15 days, * shall be responsible to appropriately compensate * for the loss of revenue. It is hereby agreed that in the
