Sample Business Contracts

License and Technical Assistant Agreement - Namyang Industrial Co. Ltd. and JingZhou Heng Long Automotive Parts Co. Ltd.

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                          NAMYANG INDUSTRIAL CO., LTD.

This Agreement,  made and entered into effective on 21st day July of 2003 by and
between NAM YANG INDUSTRIAL CO., LTD., a Korean  corporation  having  registered
office at 390, Moknai-Dong,  Danwon-gu, Ansan-City, Kunggi-Do, Republic of Korea
(hereinafter referred to as "NAMYANG")
JINGZHOU HENG LONG AUTOMOTIVE  PARTS CO., LTD. Having its registered  address at
No.1  Heng  Long  Rd.,  Yuqiao  Exploration  District,  Hubei,  China  PC  43400
(hereinafter referred to as "HENGLONG").


                                   WITNESS :

WHEREAS,  "NAMYANG"  has been engaged for many years in  manufacturing  steering
columns & universal  joints  assembly for  automobiles and selling them in Korea
and in overseas  market and has developed  technology  and  possesses  technical
information  concerning  the  design,  development,  manufacturing  and sales of
"Licensed Product" as stipulated in Article I.; and,

WHEREAS,  "HENGLONG" is a manufacturer of steering  columns and universal joints
and selling them in China and is desirous of assembly and manufacturing steering
column & universal joint assembly under  "NAMYANG's"  technical  information and
assistance for the same; and

"NAMYANG"  agrees to provide  "HENGLONG"  for due  consideration  with technical
information and assistance for  manufacturing  steering column & universal joint
assembly under the terms and conditions prescribed herein and now, therefore the
partied hereto agree as follow:

                            ARTICLE I - DEFINITIONS

When  used in this  Agreement,  each of the  following  terms  set forth in this
Article I shall have the meaning defined below.

1.   "Licensed Product"

     "Licensed Product" shall mean Lower Tilt and Collapsible  Steering Column &
     Universal  Joint Assembly  manufactured by "HENGLONG" by using of technical
     information  and  assistance  provided  by  "NAMYANG"  to be  installed  in
     automobile model "Zhonghua"  manufactured by Shenyang Brilliance Automobile
     Co., LTD (hereinafter referred to as "Client") in China.

2.   Additional Licensed Product

     Additional  Licensed  Product  means  the  similar  type of Lower  Tilt and
     Collapsible Steering Column and Universal Joint Assembly to be installed in
     automobiles other than "Zhonghua" by modifying certain part(s) of "Licensed
     Product".  "HENGLONG"  shall request in writing to add Additional  Licensed
     Product to be covered in Article I, Item 1. and "NAMYANG" agrees to provide
     necessary  technical  assistance  to develop  Additional  Licensed  Product
     subject to  "NAMYANG's"  approval of  "HENGLONG's"  request for  Additional
     Licensed Product.

3.   Technical Information

     "Technical  Information"  shall mean  manufacturing  know-how developed and
     being used by "NAMYANG" necessary for the manufacture,  assembly and use of
     "Licensed  Product"  and  its  component  parts  which  shall  include  the
     technical information to be provided through training or technical guidance
     by "NAMYANG" in  accordance  with Article III of this  Agreement and but is
     limited to the followings;

     a.   Designed drawings of "Licensed  Product" and Technical  Information of
          Development (Drawings/Test Standard/ Test Report)
     b.   Information  of  Manufacturing  Technology  (Control  Planning  Chart/
          Operation Standard Sheet/ Information on Manufacturing  Equipments and
          Jig &Fixtures)
     c.   Technical   Information  on  Quality  control  (Inspection   Standard/
          Drawings of Checking Fixture)

     The above  technical  information  shall be  supplied  in Korean  language.


     hereby grants "HENGLONG" the following rights under this Agreement;

     a.   A non-exclusive  right to assemble and manufacture  "Licensed Product"
          in China; and
     b.   A non-exclusive right to sell "Licensed Product" in China


"NAMYANG"  shall  furnish  after  signing the  Agreement  Technical  Information
specified in Article I, Item 3 to "HENGLONG"  within a reasonable period of time
which  shall be  within 30 days from  receiving  the  request  in  writing  from


1.   Training

     a.   In  order  to  study  the  use and  assembly  of  "Licensed  Product",
          "HENGLONG" may dispatch trainees who are to be directly engaged in the
          sale and/or manufacture and assembly of "Licensed Product".

     b.   Trainees from "HENGLONG" shall be dispatched upon "HENGLONG's" written
          request which shall be accepted by "NAMYANG" in written.  All expenses
          including  air  tickets  and  hotel  accommodation  shall  be borne by

     c.   Training period shall not exceed 150 man-days during the terms of this

2.   Technical Guidance

     a.   "NAMYANG" shall, upon  "HENGLONG's"  request in writing and acceptance
          by "NAMYANG",  dispatch to "HENGLONG's"  factory its engineers to give
          necessary  technical  advice  and  guidance  for the  assembly  and/or
          manufacture of "Licensed Product".

     b.   "HENGLONG"  shall  bear all  reasonable  costs  and  expenses  for the
          dispatched  engineers,  including,  but not limited air  fares(economy
          class only) and accommodations  (of "HENGLONG's"  choice) in China and
          technical guidance fee equivalent of USD300 per day for each person.

     c.   Technical  guidance  period  shall not exceed 30  man-days  during the
          terms of this Agreement.

3.   Neither  party  hereto  shall be held  responsible  for the death,  damage,
     injury or loss  suffered or incurred by any engineer or other  personnel in
     the employ of the other party dispatched  pursuant to this Agreement during
     visits to its  plant or other  facilities  except  for the  death,  damage,
     injury or loss  resulting  from the willful or negligent act or omission of
     such party, its agents, or employees.

     In  addition,  neither  party is  responsible  for any cost,  expenses,  or
     damages  suffered  or incurred by the other  party,  or any legal  judgment
     against such other party,  or for the defense  thereof,  arising out of any
     actions,  assistance's or services of its employees  unless  resulting from
     its own fault or neglect or that of its employee or agents.

                          ARTICLE IV - NON-DISCLOSURE

1.   "HENGLONG"  undertakes to keep secret all Technical Information supplied by
     "NAMYANG".  This Technical Information shall be treated as confidential and
     shall be used solely to enable "HENGLONG" to manufacture,  assemble use and
     sell "Licensed Product".  However,  "HENGLONG" may communicate  "NAMYANG's"
     Technical Information only to their subcontractors, suppliers and employees
     with the same  condition  of  confidentiality,  but only to the  extent  of
     necessary for the manufacture, and sale of "Licensed Product"..

2.   "HENGLONG's"  obligation  to treat  "NAMYANG's"  Technical  Information  as
     secret and confidential shall remain in force even after the termination or
     expiration of this Agreement under all circumstances.

3.   In the event  "HENGLONG"  breaches  this Article VI, Item 1,  "NAMYANG" may
     terminate this Agreement immediately. "HENGLONG" shall compensate "NAMYANG"
     for any  damage  suffered  as a result  of  "HENGLONG's"  breach  of any of
     covenants contained in this Article VI.

                              ARTICLE V - TESTING

1.   "NAMYANG"  shall, at the request of "HENGLONG" and at the acceptance of the
     same by  "NAMYANG",  carry out the  testing  and  inspection  of  prototype
     samples  and  initial or volume  production  sample of  "Licensed  Product"
     manufactured  and/or assembled by "HENGLONG".  The cost of inspection shall
     be made at free of charge by "NAMYANG",  however, the cost of testing shall
     be borne by "HENGLONG" in accordance  with Schedule 1. attached herein this

2.   If "NAMYANG"  discovers any defects in the quality or  performance  of said
     samples,  "NAMYANG" shall notify and provide all the necessary  information
     for the  eradication  or  rectification  of any  defects  free of charge to
     "HENGLONG"  and  "HENGLONG"  shall  forthwith  take  such  steps  as may be
     necessary to eradicate  such defect from the current and future  production
     with all the costs incurred and borne by "HENGLONG".


                              ARTICLE VI-WARRANTY

1.   Under this  Agreement,  "NAMYANG"  warrants that all Technical  Information
     related with design and manufacturing of "Licensed  Product" are equivalent
     to the information "NAMYANG" is currently using.

2.   Under this  Agreement,  "NAMYANG" makes no warranty or  representation  and
     assume  no  responsibilities  or  obligations  toward  "HENGLONG"  or third
     parties   regarding   adaptability,    operability,    safety,   functional
     effectiveness   and  marketing  of  "Licensed   Product"   manufactured  by
     "HENGLONG" or third parties under "HENGLONG's"  responsibility.  "HENGLONG"
     also  agrees to  indemnify  and hold  harmless  "NAMYANG"  from any claims,
     damages or losses arising out of the manufacture  and/or sales of "Licensed
     Product"   manufactured   by   "HENGLONG"   or  third   parties  under  its

                          ARTICLE VII- ROYALTY PAYMENT

1.   Initial Payment

     In  consideration  of  Technical  Information  and  Assistance  supplied by
     "NAMYANG" to "HENGLONG"  pursuant to this Agreement,  "HENGLONG"  agrees to
     pay "NAMYANG" an initial payment of USD100,000  (hereinafter referred to as
     "Initial Payment") to "NAMYANG's" bank account within 30 days after signing
     this Agreement.

2.   Running Royalty

     During the effective terms of this Agreement,  "HENGLONG" pays to "NAMYANG"
     3 % of " Sales Price" of "Licensed  Product".  However, " Sales Price" does
     not include the amount of  purchasing  child  part(s) and raw  materials of
     "Licensed Product" from "NAMYANG".

3.   Payment Method

     "NAMYANG"  shall bear any withholding  taxes imposed by Chinese  government
     upon the payment made to "NAMYANG" hereunder,  provided,  however,  that in
     the event  "HENGLONG"  pays such taxes on behalf of  "NAMYANG",  such taxes
     shall be deducted from the payments made to "NAMYANG", and "HENGLONG" shall
     promptly  forward to "NAMYANG" due receipt from  competent  authorities  of
     Chinese  government as evidence of the payment of such  withholding  taxes.
     After  deducting such  withholding  taxes,  "HENGLONG"  shall remit the net
     amount of royalties directly to "NAMYANG" in US Dollar equivalent amount at
     the official exchange rate on the payment date.

4.   Time of Payment

     "HENGLONG" shall prepare a report of each "Licensed  Product"  manufactured
     and/or sold under this Agreement, including for each calendar year (January
     1st to December 31st) during the period of this Agreement. The report shall
     be submitted to "NAMYANG" by the end of March of the following  year at the
     latest,  and the royalty  payment shall be made within one month after such
     reports are presented.

5.   Accounting Records And Audit

     During the terms of this Agreement,  "HENGLONG"  agrees to maintain records
     showing all pertinent figures for "Licensed  Product"  manufactured  and/or
     sold  including the sales  quantities,  sales amount and necessary data for
     each  "Licensed  Product" to facilitate  verification  by an  independently
     appointed  public   accountant  from  an   international   accounting  firm
     considered by "NAMYANG".  "HENGLONG"  further  agrees to allow  "NAMYANG's"
     authorized  officer(s) or  representative to audit such records and data in
     normal business working days.



1.   Effective Date and Term

     This  Agreement  shall be effective  from the date of signing and valid for
     five (5) years unless it is earlier terminated for any reason stipulated in
     Item  2 and 3 of  this  Article.  This  Agreement  shall  be  automatically
     extended  for  next 3 years  in  case  "HENGLONG"  do not  give  notice  to
     "NAMYANG"  in writing the  expiration  of this  Agreement  at least 60 days
     prior to the expiration of this Agreement.

2.   Termination Due to Bankruptcy

     Either party hereto has the right to  terminate  this  Agreement by written
     notice to the other  party in the event that the other  party is;  declared
     insolvent or bankrupt or is under  jurisdiction  of a court for the benefit
     of its creditors, b.acquired by any competitive company of the party of all
     or a  substantial  portion of its capital stock or assets,  c.dissolved  or
     liquidated  except  in  consequence  of a merger,  consolidation,  or other
     corporate reorganization.

3.   Termination Due to Breach

     Either party has the right to terminate  this  Agreement  if, within six(6)
     months after written  notice is given by one party alleging a breach by the
     other  party  provided  that if a party in breach has  remedied  the breach
     within  thirty(30)  days from the date of notification of the breach by the
     other  party or if the party not in breach  has  agreed in writing to waive
     the breach,  then the right to terminate this  Agreement  under this clause
     shall not arise.

4.   Measure of Termination

     In the event this  Agreement is terminated by "NAMYANG" in accordance  with
     the  provisions  in Item 2 or 3 of this  Article,  "HENGLONG"  shall pay to
     "NAMYANG"  within  thirty(30)  days of the  date of said  termination,  all
     royalties  owed  to  "NAMYANG"  at  the  time  of  said  termination.  Then
     "HENGLONG" shall return to "NAMYANG" all documents supplied by "NAMYANG" to
     "HENGLONG"  under the terms of this  Agreement  and dispose of their copies
     and immediately  cease the manufacture and sale of "Licensed  Product".  In
     the event this  Agreement is terminated by  "HENGLONG"  due to  "NAMYANG's"
     default or other reason in accordance  with the provision in Item 2 or 3 of
     this Article, "HENGLONG" reserves the right to continue the manufacture and
     sale of  "Licensed  Product".  "HENGLONG"  shall pay to  "NAMYANG"  royalty
     within thirty(30) days from the date of said termination all royalties owed
     to "NAMYANG" at the time of said  termination.  "NAMYANG"  has the right to
     audit the  records of  "HENGLONG"  concerning  royalty  payment  even after
     termination of this Agreement.

5.   Survival of Rights and Liabilities.

     Termination  of this Agreement for any cause shall not release either party
     from any liability which at the time of termination, has already accrued to
     it or which may thereafter accrue in respect of acts or omission made prior
     to such  termination  and,  shall not affect in any way the survival of any
     right or obligation of either party which is expressly or implicitly stated
     in this Agreement to survive termination hereof..

                           ARTICLE IX - MISCELLANEOUS

1.   Either party shall be excused from  performing its  obligations  under this
     Agreement if prevented from doing so by force  majeure,  but only after the
     affected  party  informs  the other  party and  thereafter  until the force
     majeure  exists.  Force  majeure means any causes beyond the control of the
     parties  hereto,  including,  but  not  limited  to,  appropriation  by any
     government or authority, wars, strikes, lockouts, riots, epidemic diseases,
     civil disturbances, fires, earthquakes, storms or any other cause of a like
     or different nature.

2.   It is expressly  agreed that a failure by either party to demand  adherence
     to any article in this Agreement will not affect in any way the validity of
     this Agreement or any of its provision.

3.   In the  event  any  terms in this  Agreement  contravene  the  laws  and/or
     regulations  of any  country  in which it is  intended  to be  valid,  both
     parties shall immediately meet to agree upon the necessary amendment,


4.   Any dispute or controversy which may arise between the parties out of or in
     connection with this Agreement shall be settled amicably.  However,  should
     an amicable  settlement  not be reached,  then the case shall be settled by
     arbitration of the Korea Commercial Arbitration Association pursuant to the
     rules  then  obtainable  thereof  in Seoul,  Korea in the event  "HENGLONG"
     requests  arbitration,  and by  Chinese  Regional  Center  for  Arbitration
     pursuant  to the rules  then  obtainable  thereof,  in the event  "NAMYANG"
     requests arbitration.

5.   Assignment

     This Agreement or any rights or obligations hereunder shall not be assigned
     or  transferred  to any third party  without the prior  written  consent of
     "NAMYANG".  Any assignment made in contravention of the preceding provision
     shall be null and void.

6.   Effect of Headings

     The heading to sections and  paragraphs in this Agreement are to facilitate
     reference only, do not form parts of this  Agreement,  and shall not in any
     way affect the interpretation of conditions herein.

7.   Interpretation or Modification of Agreement

     This Agreement  shall be construed and  interpreted in accordance  with the
     laws Republic of Korea.

8.   Entire Agreement

     This  Agreement  sets  forth the  entire  agreement  between  both  parties
     concerning the subject matter hereof and supersedes all previous agreement,
     whether expressed or implied with respect to the subject matter and may not
     be modified in any matter or terminated except as expressly provided herein
     or by an  instrument  in  writing  signed by duly  authorized  officers  or
     representatives of the parties.

9.   Language

     This Agreement,  which is in English language only,  shall  predominate and
     any version in any other language shall be for accommodation only and shall
     not bind the parties hereto.

10.  In Phase Supply

     During  the  term of this  Agreement,  from  time to time,  "HENGLONG"  may
     request  in writing  the  supply of full  assembly  of  "Licensed  Product"
     manufactured  by "NAMYANG",  parts and  components  of "Licensed  Product",
     manufacturing   facilities  and  equipments,   Jigs  &  Fixtures,   Testing
     Facilities,  raw  materials  and  other  materials  that are  necessary  to
     manufacture,  assemble,  use and  sell  "Licensed  Product"  by  "HENGLONG"
     according to "HENGLONG's" progressive idea.

11.  The Roll of Hana-Global Incorporation

     Both parties  agree to use the  services of  Hana-Global  Incorporation  of
     Republic  of Korea  exclusively  to  arrange  and ship  "NAMYANG"  supplied
     products and other related products such as raw materials,  facilities, jig
     and fixtures,  machineries  and  equipments  which may from time to time be
     required  during the terms of this  Agreement and supplied to "HENGLONG" by
     "NAMYANG"  or  any  other  Korean  company(s)   provided  that  Hana-Global
     Incorporation  shall  properly  and  efficiently  perform  their duties and
     services and do not breach any of their obligations or adversely affect any
     obligation set forth in this Agreement.


12. Notices

     Except as otherwise  provided in this  Agreement,  all notices  required or
     permitted to be given hereunder shall be in writing in English and shall be
     valid and sufficient if dispatched by registered air mail,  postage paid to
     any office in the Republic of Korea or in China.  The case may be addressed
     as follows;

         If  to  "NAMYANG"  :
                  Nam Yang  Industrial Co., LTD.
                  390, Moknai-Dong, Ansan-City, Kyunggi-Do
                  Republic of Korea
                  Facsimile : 82-31-491-3540
                  E-mail :

        If  to  "HENGLONG" :
                  Jingzhou Henglong Automotive parts Co., LTD.
                  No.1 Heng Long Rd., Yuqiao Exploration District, Hubei,China
                  Facsimile: 86-716-833-2101

In witness whereof, the parties hereto have caused this Agreement to be executed
in triplicate by their respective officers as of the date first above written.

Nam Yang Industrial Co., LTD.       Jingzhou Henglong Automotive parts Co., LTD.

By:                                 By:
   --------------------------          --------------------------
Name:                               Name:
     ------------------------            ------------------------
Title:                              Title:
      -----------------------             -----------------------

Hana-Global Inc.Co., LTD.