Sample Business Contracts

Technology License Agreement - Korea Delphi Automotive Systems Corp. and Jingzhou Henglong Automotive Parts Co. Ltd.

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                          TECHNOLOGY LICENSE AGREEMENT





                                JANUARY 13, 2005


                          TECHNOLOGY LICENSE AGREEMENT

      THIS TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is entered into this
_13th___ day of January, 2005, by and between KOREA DELPHI AUTOMOTIVE SYSTEMS
CORPORATION, a corporation duly organized and validly existing under the laws of
the Republic of Korea ("Korea") with its office at 580-1, Buk-Ri, Nongong-Eup,
Dalseong-Gun, Daegu, Korea ("Licensor"), and JINGZHOU HENGLONG AUTOMOTIVE PARTS
CO., LTD., a company duly organized and validly existing under the laws of
People's Republic of China("China") with its principal office at Henglong Road,
Yuqiao Exploration District, Jingzhou, China ("Licensee"). (Licensor and
Licensee, collectively, the "Parties", and individually, a "Party")

      The Parties hereby agree as follows:

                            ARTICLE 1 - DEFINITIONS

      When used herein, each of the following terms shall have the respective
meanings set forth below:

1.1 . "LICENSED PRODUCT" means the manual gear assembly for GMDAT's Matiz
      (Project Name: M150 & M200) as specifically identified hereinbelow.

       Part Number:
         521266(M150 LHD)
         521269(M150 RHD)
         522018(M200 LHD)
         522094(M200 RHD)

1.2   "TECHNICAL DOCUMENTATION" means the documentary technical information on
      the Licensed Product as identified in the Exhibit B attached hereto to be
      furnished to Licensee by Licensor under Article 2.



1.3   "DERIVATE TECHNOLOGY" means all technology developed subsequent to the
      date entered above that is based on or similar to the technology embodied
      by the Technical Documentation used in the design and production Licensed

1.4   "TECHNICAL COOPERATION PERIOD" means the period beginning on the Effective
      Date as defined herein below and ending concurrently with the Royalty

1.5   "EFFECTIVE DATE" means the date on which this Agreement has been executed
      by both Parties and approved by the relevant authority of China.

1.6   "MAN DAY" means one person's normal working-hours per day.

1.7   "DOLLARS, USD OR US$" means the lawful currency of the United States of

1.8   "GMDAT" means GM-DAEWOO AUTO & TECHNOLOGY COMPANY, a company incorporated
      under the laws of Korea.

                        ARTICLE 2 - TECHNICAL ASSISTANCE


      (a)   Licensor shall furnish to Licensee, in accordance with the time
            schedule to be agreed upon between the Parties, one (1) set of hard
            copies of the Technical Documentation. If Licensee discovers that
            any of the documents are missing or illegible or damaged, Licensee
            shall inform Licensor in writing and Licensor shall make such
            documents available for Licensee within twenty (20) days of
            receiving such notice.



      (b)   The foregoing Technical Documentation to be furnished under
            paragraph 2.1 (a) above shall be delivered to Licensee and shall be
            the latest version as of the time it is delivered or sent.

      (c)   Licensee shall pay Licensor for any additional copies of the
            Technical Documentation requested by Licensee at the rates agreed
            upon in writing by both Parties prior to sending.

      (d)   Nothing in this Agreement shall be construed to require that
            Licensor furnish Licensee with any technical information on any
            products other than Licensed Product or any technical information
            which may not be furnished because of a government contract, act,
            regulation or restriction or the proprietary interest of a third

      (e)   Errors in Technical Documentation. Each Party shall promptly advise
            the other of any significant error it may discover in the Technical
            Documentation. In that event, Licensor shall correct any error in
            the Technical Documentation and shall furnish such corrected
            Technical Documentation to Licensee without charge.

      (f)   Strict Compliance with Technical Documentation. In order to maintain
            the quality of the Licensed Products manufactured and assembled by
            Licensee pursuant to this Agreement, Licensee shall manufacture
            and/or assemble the Licensed Products in strict accordance with the
            standards and specifications stated in the Technical Documentation
            provided by Licensor and as otherwise specified by Licensor.
            Licensee shall exercise the utmost care in the selection of the
            materials and parts to be used and incorporated into the Licensed


      Licensor shall provide reasonable assistance in the use of the Technical
      Documentation to the extent such assistance is reasonably necessary for
      Licensee to make use of the Technical Documentation to manufacture the
      Licensed Product. Such assistance may include, but will not be limited to,
      technical assistance, training, testing and limited application
      engineering services.




      (a)   At the request of Licensee, Licensor shall, at times agreed upon by
            the Parties, dispatch its engineers to Licensee to provide technical
            assistance on matters concerning the use of the Technical
            Documentation during the Technical Cooperation Period. All costs and
            expenses of such Licensor's personnel dispatched to Licensee shall
            be borne, or reimbursed to Licensor, by Licensee and shall include:

            (i)   round trip economic air fare between Korea and China;

            (ii)  suitable accommodations, meals , traveling and transportation
                  expenses in China and other reasonable charges in connection
                  with the performance of their duties hereunder;

            (iii) wage and daily allowance, payable to Licensor, on its demand,
                  amounting to U$500 per Man Day for Licensor's personnel;

      (b)   Licensee shall take appropriate steps necessary to protect and
            ensure the safety of Licensor's personnel and their property,
            including without limitation, against war, war-like operation,
            terror, revolution, civil commotion, catastrophe and acts of public
            enemies. Licensor reserves the right to instruct any or all of its
            dispatched personnel to return to Korea, or such other place as it
            may designate, at Licensee's expense when, in Licensor's sole
            judgment, one of the above-mentioned situations arises which may
            endanger the safety and well-being of such personnel.

      (c)   Licensee is responsible for obtaining any permits or authorizations
            required for Licensor's personnel to enter China to provide services
            hereunder, and to bring any related materials required by Licensor.

      (d)   The number of such personnel, the period of their stay at Licensee's
            plant and other terms and conditions not set forth herein shall be
            agreed upon between the Parties on a case by case basis.




      At the request of Licensee, Licensor will, during the Technical
      Cooperation Period, provide training on the use of the Technical
      Documentation for Licensee's employees (the "Trainees") at Licensor's
      place or other places designated by Licensor, subject to the following
      terms and conditions:

      (i)   Licensor and Licensee shall agree on the most efficient training
            program for the Trainees;

      (ii)  Licensee shall bear all the cost and expenses relating to the
            Trainees, including but not limited to their salaries, round trip
            airfare between China and Korea, lodgings and meals of Trainees in
            Korea, transportation and insurance;

      (iii) Licensor shall provide working lunches for the trainees during
            working days and transportation for the trainees between dormitory
            and training site.

      (iv)  Licensee shall pay to Licensor as training fee, payable upon demand,
            US$300 per Trainee per day, as the compensation of training services
            provided by Licensor;

      (v)   Licensee shall instruct the Trainees to observe and abide by all
            rules and regulations of Licensor and the laws of Korea during their
            training period;

      (vi)  All Trainees shall be insured at the expense of Licensee by an
            internationally recognized accident compensation insurance during
            the entire training period between their departure from and return
            to Thailand;

      (vii) Licensee shall indemnify and hold harmless Licensor against any
            loss, damage, claim, liabilities, cost or expense arising out of any
            act of a Trainee or any injury or death of the Trainee or any damage
            to his/her property.


      Pursuant to the terms of a purchase order, sale agreement or other
      document to be separately agreed by the Parties or Licensee and Delphi,
      Licensor will support the necessary manufacturing Part Production Approval
      Process validation tests for the Licensed Products.




      Before distribution and sale of any of the Licensed Product manufactured
      or assembled hereunder, Licensor shall submit, at its expense, samples of
      the Licensed Product for approval by Licensor. Licensor shall promptly
      conduct appropriate tests on such samples and advise Licensee of the
      results thereof. The costs of any tests on the samples shall be
      responsibility of Licensee, and Licensor shall advise Licensee of the test
      fees in advance.


      Licensor shall not be responsible for any liabilities of any kind
      whatsoever which Licensee may incur as a result of its using the Technical
      Documentation and assistance furnished hereunder or as a result of its
      manufacture and sale of any of the Licensed Product and Licensee shall
      indemnify and hold Licensor harmless against all claims of third parties
      against Licensor based thereon. All Technical Documentation, services,
      testing and assistance furnished hereunder are provided without any
      warranties or guaranties of any kind, express or implied.


      In recognition of the confidential nature of the Technical Documentation
      furnished hereunder, Licensee shall not transmit such Technical
      Documentation to any third party during the term of this Agreement and for
      a period of five (5) years after the expiration or termination of this
      Agreement without the prior written consent of Licensor and shall
      establish adequate procedures to prevent such transmittal. Licensor hereby
      agrees to Licensee's transmittal of only that portion of the Technical
      Documentation that is necessary to be disclosed to its suppliers in order
      to have them make parts of Licensed Products for Licensee, provided,
      always, that such suppliers shall have agreed in writing that they will
      only use the Technical Documentation for that purpose, that they will not
      disclose it to others, and that they will return or destroy it in
      accordance with the request of Licensor under Article 9.1 hereof. This
      obligation of confidentiality shall survive the expiration or termination
      of this Agreement and shall be valid and binding upon Licensee pursuant to
      the terms hereof.




      The Technical Documentation furnished hereunder and all other
      communication between the Parties, including oral communication, shall be
      in English.


      The aforementioned assistance provided by Licensor under this Agreement
      shall not be of a nature or duration so as to constitute a permanent
      establishment of Licensor in Licensee's jurisdiction. The Licensee's
      presence in Licensor's jurisdiction to receive aforementioned assistance
      shall also not be of a nature or duration so as to constitute a permanent
      establishment of Licensee in Licensor's jurisdiction.


      In the event that Licensee has implemented changes or developed Derivative
      Technology, Licensor and Delphi has right to use such changes or
      Derivative Technology without royalty.

      In the event that Licensor makes any revisions, changes, improvements and
      modifications to the aforesaid Technical Documentation, Licensor will
      furnish one set of copies of such revisions, changes, improvements and
      modifications to Licensee.

2.12  The Technical Documentation made available to Licensee under this
      Agreement and all intellectual property rights therein shall remain the
      property of Licensor..

                               ARTICLE 3 - LICENSE

3.1   Licensor hereby grants to Licensee, in strict accordance with the terms
      and subject to the condition set forth herein, a non-transferable and
      non-exclusive right, without a right to grant sublicenses, to use the
      Technical Documentation during the term of this Agreement to manufacture,
      made, assemble and/or sell the Licensed Product in China for incorporation
      into motor vehicles.



3.2   Licensee shall not sell any of the Licensed Product outside China without
      Licensor's prior written consent.

3.3   Licensee agrees that Technical Documentation made available to it by
      Licensor pursuant to this Agreement shall not be used or applied in the
      manufacture or assembly of any product other than the Licensed Product.

3.4   Licensor retains all benefits and burdens of ownership of the intellectual
      property rights contained in the Technical Documentation licensed under
      this Agreement, and is entitled to grant future licenses to others under
      such Technical Documentation to the extent such future licenses do not
      conflict with this Agreement.


After signing of this Agreement, the Parties may enter into a separate agreement
for purchase and sale of the parts and components of the Licensed Products and
the spare parts thereof under the mutually agreeable terms and conditions.

                      ARTICLE 5 - TECHNICAL FEE AND ROYALTY


      For and in consideration of the license to be granted by Licensor to
      Licensee hereunder and the Technical Documentation to be provided by
      Licensor to Licensee as specified herein, Licensee shall pay Licensor the



      (i)   a technical fee of Eighty Thousand United States dollars (US$
            80,000), payable as follows: The first installment of the technical
            fee in an amount of forty Thousand United States Dollars (US$40,000)
            shall be paid within thirty (30) days from the signing of this
            Agreement; and the second installment of the technical fee in an
            amount of forty Thousand United States Dollars (US$40,000) will be
            paid within thirty (30) days after the delivery of Technical
            Documentation to Licensee in an accordance with Article 2.1 hereof.

      (ii)  a royalty of three percent (3%) of Selling Price per each set of the
            Licensed Product sold by Licensee during the Royalty Period, payable
            on quarterly basis as specified in Article 5.2 hereof.
            Notwithstanding the foregoing, the Parties agree that no royalty is
            payable for the Licensed Product sold by Licensee to Licensor.


      All payments to be made by Licensee hereunder shall be made in Dollars and
      remitted by telegraphic transfer to such bank account as designated by


      Licensee may deduct from payments due any taxes which Licensee is required
      to pay in China for the account of Licensor. Licensee shall, on behalf of
      and in the name of Licensor, pay any such taxes and arrange to furnish
      Licensor with proper receipts for the same from the Chinese tax
      authorities. Licensee shall be liable and responsible for any Value Added
      Tax levied on any payment. In no event shall any Value Added Tax be
      withheld from any payment to Licensor.


      Licensee shall obtain all approvals required under the laws and
      regulations of China to enable Licensee to comply with its obligations

                             ARTICLE 6 - TRADEMARKS



This Agreement does not grant Licensee any rights under any trademarks, trade
names, logos or other distinctive marks, words or symbols owned by Licensor.
Licensee shall never, except as may be provided in written agreements with
Licensor, use or authorize the use of (i) any of Licensor's trademarks, trade
names and other distinctive marks or signs, or (ii) any mark, name, word or sign
which so nearly resembles any of the foregoing marks, names, words or signs as
to be likely to cause confusion or mistake, or to deceive the public.

                                ARTICLE 7 - TERM

This Agreement shall continue in force and effect until the expiry of the
Royalty Period unless sooner terminated in accordance with Article 8.1 hereof.
However, this Agreement may be extended if the Parties enter into an extension
agreement before the expiration of this Agreement

                             ARTICLE 8 - TERMINATION


      (a)   This Agreement may be terminated by either Party by its giving one
            hundred twenty (120) days notice to the other Party in the event of
            failure by such other Party to fulfill any of its obligations under
            this Agreement; provided, however, that if during the period of such
            notice, such other Party remedies such failure, this Agreement shall
            continue with the same force and effect as if such notice had not
            been given.

      (b)   This Agreement may be terminated by Licensor in the event that
            Licensee become owned and controlled, directly or indirectly, by a
            competitor of Licensor in the business of manufacturing Licensed

      (c)   Licensor may terminate this Agreement forthwith in the event of the
            liquidation, moratorium, bankruptcy or insolvency of Licensee, the
            attachment, sequestration or other similar judicial acts on all or
            substantially all of Licensee's assets, the nationalization of the
            industry which encompasses any of the Licensed Products, any
            suspension of payments hereunder by governmental regulation, or the



            existence of a state of war or national emergency in China. Such
            termination shall be without prejudice to any other rights or claims
            Licensor may have against Licensee.

      (d)   In the event of expiration or termination of this Agreement for any
            reason other than Licensor's breach of its material obligations
            hereunder, Licensee's right under Article 3 shall cease and Licensee
            shall promptly cease the manufacture and sale of the Licensed
            Products and, in accordance with Licensor's request, return or
            destroy the Technical Documentation.


      Unless this Agreement is terminated due to Licensor's breach of its
      material obligations hereunder, Licensor shall not be liable to Licensee
      for damages of any kind on account of termination of this Agreement, as
      provided herein, whether such damages result from loss through commitments
      or obligations, from loss of investments or of present or prospective
      profits or from inability to meet obligations or from any other cause.
      Termination of this Agreement shall not relieve Licensee from its
      obligation to make all payment called for under this Agreement. Upon
      expiration or termination of this Agreement for any reason, all
      outstanding payments payable by Licensee hereunder shall accrue and become
      immediately due and payable to Licensor. Nothing in the Agreement shall
      prevent either party from enforcing the provisions thereof by such
      remedies as may be available in lieu of termination.



      Any dispute, controversy or claim among the Parties arising out of,
      relating to or in connection with this Agreement, or the breach,
      termination or validity hereof (a " Dispute") shall be finally settled by
      arbitration under the Arbitration Rules of the Singapore International
      Arbitration Centre (the "Rules") for the time being in force by one
      arbitrator appointed in accordance with the Rules. To the extent that the
      procedure of the arbitration is not covered by the Rules, it shall be
      decided by the arbitrator. Prior to the initiation of any arbitration, the
      Parties shall first attempt amicably and promptly to settle such Dispute
      by negotiation and consultation. In the event the Parties are



      unable to settle a Dispute by negotiation and consultation within 90 days
      of notice by any Party as to the existence of such Dispute, any Party to
      such Dispute may submit the Dispute to arbitration. The arbitral award
      shall be final and binding upon the Parties.


      The place of arbitration shall be Singapore, and the language to be
      employed shall be English. This Agreement shall be construed in accordance
      with the substantive law of England excluding the doctrine of Renvoi, and
      without the possibility to appeal to the ordinary courts. Judgment upon
      the award rendered by the arbitrators may be entered in any court having
      jurisdiction thereof. The foregoing, however, shall not preclude the
      Parties from applying for any preliminary or injunctive remedies available
      under applicable laws for any purpose including, but not limited to,
      securing the subsequent enforcement of an arbitration award.


      During the period when a Dispute is being resolved in accordance with this
      Article 9, the Parties shall continue their performance of this Agreement
      except for the matter being disputed. However, if any payment due to
      Licensor is disputed, any amount not disputed shall be paid to Licensor in
      accordance with the provisions of this Agreement.

                              ARTICLE 10 - NOTICES


      All notices, requests, demands, and other communications under this
      Agreement or in connection herewith shall be given in writing in the
      English language delivered by hand, by air courier, by registered air
      mail, or by fax, which shall be addressed to the respective Parties as



        To:          Jingzhou Henglong Automotive Parts Co., Ltd.

        Attention:   General Manager

        Address:     Henglong Road, Yuqiao Exploration District, Jingzhou, China

        Fax No:      86-716-8325538

        Tel No:      86-716-8313500

        To:          Korea Delphi Automotive Systems Corporation

        Attention:   General Manager

        Address:     580-1, Buk-Ri, Nongong-Eup, Dalseong-Gun, Daegu, Korea

        Fax No:      82-53-610-2829

        Tel No:      82-53-610-2851


      Notices sent by personal delivery shall be deemed to have been given on
      the date of delivery; by air courier, on the fifth (5) day after they are
      sent; by fax, when transmitted; and by registered air mail, fifteen (15)
      days after the date of mailing. Either Party may change its address for
      notices at any time by written notice to the other Party.

                         ARTICLE 11 - GENERAL PROVISIONS


      This Agreement and each and every covenant, term and condition hereof
      shall be binding upon and inure to the benefit of the Parties and their
      respective successors and permitted assigns. This Agreement shall not be
      assigned by the Party without prior consent of the other Party in writing.


      This Agreement shall not be deemed to grant either Party hereto the
      authority or power to act as an agent of the other Party. No Party shall
      have any authority to represent or



      to bind the other Party.


      The headings to Articles and Sections of this Agreement are to facilitate
      reference only, and do not form a part of this Agreement and shall not in
      any way affect or be considered in the interpretation hereof.


      This Agreement supersedes all previous oral or written representations,
      understandings, or agreements, oral or written, between the Parties with
      respect to the subject matter hereof, and the agreements and documents
      contemplated hereby contain the entire understanding of the Parties as to
      the terms and conditions of their relationship.


      If any term or provision of this Agreement shall be hereafter declared by
      a final adjudication of any tribunal or court of competent jurisdiction to
      be illegal or invalid, such determination shall not affect the validity or
      enforceability of the entire Agreement. In such case, this Agreement shall
      be construed, to the extent possible, in a manner to give effect by means
      of valid provisions to the intent of the Parties, including their intent
      as to the provisions so held to be illegal or invalid, and the Parties
      shall negotiate in good faith new provisions to restore, as best as
      possible, the original intent and effect of this Agreement.


      Changes in, additions to, and amendments of this Agreement shall be valid
      and binding on the Parties only if they are in writing, signed by duly
      authorized representatives of the Parties.

11.7  WAIVER

      The failure with or without intent of any Party to insist upon the strict
      performance by the other of any terms or provisions of this Agreement
      shall not be treated or deemed



      to constitute a modification of any terms or provisions hereof, nor shall
      such failure be deemed to constitute a waiver of the right of such Party
      at any time whatsoever thereafter to insist upon the performance by the
      other strictly in accordance with any terms or provisions hereof.


      Each Party shall promptly take all such action as may be required by law,
      or as may be necessary or desirable, or that the other Party may
      reasonably request, in order to carry out the intent and accomplish the
      purposes of this Agreement and the consummation of the transactions
      contemplated hereby.


      All Exhibits referred to herein shall form an integral part of this


      In addition to any other exception from liability specifically provided
      for in this Agreement and subject to the provisions of Article 11.1 above,
      neither party will be liable for failure to perform any part of this
      Agreement when the failure is due to fire, flood, strike or other labor
      dispute, shortage of material, transportation difficulty, accident, war,
      riot, act of God, insurrection, civil disturbance, act of government,
      government regulation or other occurrence beyond the control of such
      party; provided, however, that neither party shall be relieved by any of
      the above-cited events or occurrences from its obligation to make payments
      due hereunder. In the event performance is prevented or delayed for a
      consecutive period of six (6) months or more, the party other than the
      party which incurs the delay in its performance may terminate this
      Agreement by providing written notice to that effect.



      IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have executed this Agreement in two counterparts, each of which shall be deemed
original on the date first above written.

LICENSEE:                               LICENSOR:

Jingzhou Henglong Automotive            Korea Delphi Automotive Systems
Parts Co., Ltd.                         Corporation

By _______________________              By ________________________

Name:                                   Name:

Title:                                  Title:




      Technical Documentation furnished to Licensee under this Agreement shall
be limited to the Technical Documentation that is available to Licensor, and the
Technical Documentation that Licensor has no restriction in disclosing to

         PRODUCT                       PRODUCTION                QUALITY
-------------------------         --------------------    ---------------------
-  Assembly drawing               - Operation Sheet       - Inspection Standard

-  Parts drawings                 - Process Flow Chart    - Control Plan

-  Engineering Parts List

-  Material Specification

-  Test Specification