Trademark License Agreement - China Life Insurance (Group) Co. and China Life Insurance Co. Ltd.
ENGLISH TRANSLATION OF CHINESE LANGUAGE ORIGINAL
Trademark License Agreement
between
China Life Insurance (Group) Company
and
China Life Insurance Company Limited
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This Service Trademark License Agreement is entered into on September 30, 2003
in Beijing, China by and between the following two parties:
Party A: China Life Insurance (Group) Company ("China Life"), a wholly
state-owned enterprise duly organized and existing under the laws of the People'
Republic of China, with its address at No. 5 Guang Ying Yuan Xi Qu, Xicheng
District, Beijing.
Party B: China Life Insurance Company Limited ("Stock Limited Company"), a joint
stock company with limited liability duly organized and existing under the laws
of the People's Republic of China, with its address at China Life Building, No.
16 Chao Wai Avenue, Chaoyang District, Beijing.
In accordance with the Contract Law of People's Republic of China and the
Trademark Law of People's Republic of China, through negotiation, Party A and
Party B have reached the following agreement with regard to the licensing of
trademarks from Party A to Party B:
Article 1. Trademarks
1.1. The trademarks under this Agreement refer to the service trademarks of
Party A that are registered or are in the process of registration in
the PRC during the effective term of this Agreement. Such trademarks,
including service trademarks or their combination (the "Licensed
Trademarks") are listed in the Annex to this Agreement (hereinafter
referred to as "Licensed Trademarks").
Article 2. Licenses
2.1. Party A hereby grants to Party B and its branches the right to use the
Licensed Trademarks in territories where such trademarks are
respectively registered according to the terms of this Agreement.
2.2. Unless otherwise provided by the listing rules or other rules of the
Stock Exchange of Hong Kong Limited (the "HKSE") or requested by the
HKSE, Party B shall use the Licensed Trademarks and in accordance with
the provisions of this Agreement, whereas Party A and its subsidiaries
may continue to use the Licensed Trademarks pursuant to Article
5.1(a).
2.3. Party A shall not license the use of the Licensed Trademarks to any
third party, nor shall Party A assign the Licensed Trademarks to any
third party, provided, however, that Party A may grant its
subsidiaries the right to use the Licensed Trademarks.
Article 3. Terms
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Party B and/or its branches may use Licensed Trademarks until the valid
registration of the Licensed Trademarks expires so that such trademarks are
no longer protected by law, or until the termination date mutually agreed
by the parties.
Article 4. Fees
4.1. Party A agrees that Party B and/or its branches may use the Licensed
Trademarks without compensation, and Party A will pay all fees to
maintain the validity of the Licensed Trademarks in accordance with
relevant laws and regulations. Party B has no obligation to pay such
maintenance fees to Party A.
4.2. If Party A fails to pay fees to maintain the Licensed Trademarks in
accordance with this Agreement, Party B may unilaterally employ a
trademark agent to prepare documents for the extension of the Licensed
Trademarks and pay any fees for such extension. Party A shall provide
all assistance (including but not limited to executing documents) in
connection with such extension, and shall compensate Party B for
reasonable expenses incurred in connection with such extension.
Article 5. Rights and Obligations
5.1. Party A's rights:
(a) Party A has the right to use the Licensed Trademarks in the
territories where they are respectively registered;
(b) Party A has the right to request Party B and/or its branches to
use the Licensed Trademarks in accordance with the provisions of
this Agreement.
5.2. Party A's obligations:
(a) Party A represents and warrants as to the legality and validity
of the Licensed Trademarks under this Agreement, and warrants not
to intentionally commit any acts to the detriment of such
legality and validity. If Party B and/or its branches incurs any
third-party claims, litigation or losses in connection with this
Agreement, Party A warrants that it will indemnify against the
losses of Party B and/or its branches within thirty (30) days
after Party B makes such request in writing;
(b) Party A guarantees to pay applicable fees in a timely manner to
the relevant authorities so as to maintain the validity of the
Licensed Trademarks. It shall maintain the respective
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registrations of the Licensed Trademarks, and shall not abandon
the renew the Licensed Trademarks' respective registrations, or
apply to cancel such registrations. Party A may increase the
registration classes for the Licensed Trademarks upon the request
of Party B or register the Licensed Trademarks in countries and
regions designated by Party B. The above registration fees and
maintenance charges shall be borne by Party A;
(c) Upon the execution of this Agreement, Party A shall file this
Agreement with the relevant administration for industry and
commerce and with the trademarks administrative authority;
(d) Party A shall apply to the relevant authorities for the
protection of the Licensed Trademarks if so requested by Party B,
or if circumstances so require; and
(e) If any third party infringes upon or claims that its own rights
or interests have been infringed upon by the Licensed Trademarks,
Party A shall timely notify Party B in writing (the "Notice"),
and submit a grievance to the relevant authorities or file
lawsuit or take other legal action and pay all related expenses.
If Party A does not send Such Notice to Party B in accordance
with this Agreement, Party B may take all necessary actions on
its own to stop such infringement or defend against relevant
claims. Party B shall have the right to request Party A to
compensate it for any losses incurred in connection with such
actions.
5.3. Party B and/or its branches' rights:
(a) Party B shall have the right to use the Licensed Trademarks in
accordance with the provisions of this Agreement;
(b) Party B shall have the right to grant the right to use the
Licensed Trademarks to third parties subject to the written
consent of Party A.
5.4. Party B's obligations:
(a) Unless written consent is received from Party A, Party B shall
not permit any third party to use the Licensed Trademarks,
provided, however, that Party B may grant its branches the right
to use the Licensed Trademarks;
(b) If any third party infringes upon or claims that its rights or
interests have been infringed upon by the Licensed
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Trademarks, Party A shall submit grievances to the relevant
authorities or initiate legal action, and Party B shall assist in
ascertaining the factual circumstances of such infringement. All
relevant fees shall be borne by Party A.
Article 6. Further Undertakings
Both Parties to this Agreement have the duty to take any further actions,
including entering into other agreements, contracts or documents that are
necessary to effect the objectives of and the provisions set forth in this
Agreement.
Article 7. Modification and Termination
7.1. After Party B has listed on the HKSE, the transactions under this
Agreement shall constitute related party transactions as described in
the listing rules. According to the listing rules, such transactions
can only be conducted after obtaining an exemption from HKSE, or upon
the approval of independent shareholders, or conforming with any other
requirements concerning connected transactions in the listing rules.
Therefore, the performance of this Agreement shall, to the extent that
are deemed to be connected transactions, be conditional on obtaining
the approval of the HKSE or conforming to any other requirements
concerning associated transactions in the listing rules. Both Parties
undertake to observe the relevant requirements of the listing rules.
7.2. If the HKSE exemption contains additional conditions, this Agreement
shall be performed in accordance with such additional conditions. Both
Parties undertake to strictly observe such conditions.
7.3. If the HKSE exemption for such connected transactions is retracted,
rescinded, or becomes ineffective, and such transactions do not comply
with the requirements concerning connected transactions in the listing
rules, the performance of this Agreement relating to such transactions
shall be terminated.
7.4. If the performance of all transactions contemplated by this Agreement
is terminated pursuant to Section 7.3, this Agreement shall be
terminated.
7.5. This agreement shall be terminated upon the occurrence of any of the
following events:
(a) Both parties agree to terminate this Agreement before the
expiration of the term; or
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(b) Applicable laws and regulations, or the adjudication ruling or
order of a complete court or arbitration panel require the
termination of this Agreement.
Article 8. Breach
A Party shall compensate the other Party for any economic losses suffered
by the other Party as a result of the breach by such Party. The
non-breaching Party shall have the right to request the actual performance
by the breaching Party of its obligations under this Agreement.
Article 9. Representations and Warranties
9.1. Representations and Warranties of Party A
(a) Party A is a duly established enterprise with the status of an
independent legal person and holds a valid business license;
(b) Party A's execution of this Agreement and performance of its
obligations hereunder will not violate any laws, regulations or
other agreements, or the articles of association of Party A.
(c) Party A lawfully owns the Licensed Trademarks, and is entitled to
grant to Party B the right to use the License Trademarks pursuant
to this Agreement. There is no dispute relating to the ownership
or use of the Licensed Trademarks as of the date of execution of
this Agreement. Party A will compensate Party B for any losses
due to the infringement of the intellectual property rights or
interests of any third party by the Licensed Trademarks
(excluding losses due to Party B's violation of the provisions of
this Agreement).
9.2. Representation and Warranties of Party B
(a) Party B is a duly established joint stock limited liability
enterprise with the status of an independent legal person and
holds a valid business license.
(b) Party B's execution of this Agreement and performance of its
obligations hereunder will not violate any laws, regulations or
other agreements, or the articles of association of Party B.
Article 10. Force Majeure
10.1. If a party fails to perform all or part of its obligations under this
Agreement due to an event of Force Majeure (meaning an event beyond
the reasonable control of the affected party that is unforeseeable, or
unavoidable and beyond remedy if foreseen, and
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which happens after the execution of this Agreement and renders the
full or partial performance of this Agreement impossible or
impracticable.) Events of Force Majeure include but are not limited to
floods, fires, draughts, typhoons, earthquakes and other acts of God,
strikes, insurrections, turmoil and war (whether declared or not) and
any action or inaction of any governmental authorities. The
performance of such obligations shall be suspended during the period
during which such performance is affected by the event of Force
Majeure.
10.2. The Party claiming to be affected by an event of Force Majeure shall
notify the other Party in writing of the occurrence of such event as
soon as possible, and shall, within 15 days after the occurrence of
such event, provide the other Party by personal delivery or registered
air mail with appropriate evidence in support of the occurrence of the
event of Force Majeure and the period of its occurence. The Party
claiming that its performance of the Agreement has become impossible
or impracticable due to an event of Force Majeure shall make all
reasonable efforts to eliminate or minimize the effects of such event
of Force Majeure.
10.3. If an event of Force Majeure occurs, both Parties shall immediately
consult with each other regarding the performance of this Agreement,
and shall immediately resume their respective obligations under this
Agreement upon the termination or elimination of the event of Force
Majeure.
Article 11. Miscellaneous
11.1. Unless otherwise provided for in this Agreement, a Party may not
transfer all or part of its rights and obligations under this
Agreement without the written consent of the other Party.
11.2. This Agreement and the Annex attached hereto constitute the entire
agreement, and supersede all previous oral and written agreements,
contracts, understandings and communications of the parties concerning
the matters set forth herein.
11.3. Any provision hereof that becomes illegal, invalid or unenforceable
will not affect the validity and enforceability of the other
provisions of this Agreement.
11.4. Any amendment to this Agreement or its annex may be made only
pursuant to a written agreement executed by the authorized
representatives of each Party, and shall be approved by each Party
after having taken appropriate corporate actions. If such amendment
constitutes a material and substantial change to this Agreement, it
shall
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become effective upon the notification of the HKSE or upon obtaining
approval from the HKSE (subject to thethen current requirements of the
HKSE) and/or ratification at a shareholders' meeting of Party B (if
applicable).
11.5. Unless otherwise provided for in this Agreement, any delay or failure
on the part of any Party hereto to exercise any right, power or
privilege under this Agreement shall not operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or
privilege preclude the exercise of any other right, power or
privilege.
11.6. The Annex attached hereto constitutes an integral part of this
Agreement and has the same binding effect as the Agreement on the
parties hereto.
Article 12. Notice
12.1. Notices and other communications required to be given by any Party
pursuant to this Agreement shall be written in Chinese, and may be
delivered by hand or registered mail to the address of the other Party
or sent by facsimile transmission to the number of the other Party set
forth below. The dates on which notices shall be deemed to have been
effectively delivered shall be determined as follows:
(a) Notices delivered by hand shall be deemed effectively delivered
on the date of such hand delivery;
(b) Notices given by registered mail shall be deemed effectively
delivered on the 7th day (if the last day falls on a Sunday or a
public holiday, then such date shall be extended to the next
working day) after the date on which they were mailed (as
indicated by the postmark);
(c) Notices given by facsimile transmission shall be deemed
effectively delivered at the time when the transmission is
completed, provided that the sender shall produce the
transmission report evidencing the successful transmission of
relevant documents.
The addresses and fax numbers of the Parties for the delivery of notice are
as follows:
China Life Insurance (Group) Company
Address: No. 5 Guang Ying Yuan Xi Qu, Xicheng District, Beijing
Fax number: 010-6611 1567
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Telephone number: 010-6611 4433
China Life Insurance Company Limited
Address: China Life Building, No.16 Chao Wai Avenue, Chaoyang District,
Beijing
Fax number: 010-8565 2232
Telephone number: 010-8565 9999
12.2. If either Party changes its address or fax number, it shall promptly
notify the other Party in writing of such change pursuant to this
section.
Article 13. Governing Law and Dispute Settlement
13.1. This Agreement shall be governed by and construed in accordance with
the laws of the People's Republic of China.
13.2. Any disputes arising from or in connection with this Agreement shall
be resolved by both parties through friendly consultation. If the
dispute cannot be settled in the aforesaid manner within ninety (90)
days, either Party shall have the right to submit the dispute to the
China International Economic Trade Arbitration Commission for
arbitration to be conducted in accordance with the Commission's
arbitration rules then effective at the time of the submission of the
arbitration. The arbitration award shall be final and binding upon
both parties.
Article 14. Definitions
14.1. Party A's subsidiaries shall mean:
14.1.1 a wholly owned subsidiary of Party A;
14.1.2 a subsidiary in which Party A holds an equity interest of 51%
or more;
14.1.3 a company in which Party A holds, through joint action with
other persons, 30% or more of the issued and outstanding shares
of such company;
14.1.4 a company in which Party A may exercise, or cause to be
exercised through joint action with other persons, 30% or more of
the voting rights of such company;
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14.1.5 a company in which more than half of the directors of the board
are elected by Party A; and
14.1.6 a company that Party A, through joint action with other
persons, effectively controls through other means; and
14.1.7 and shall specifically exclude Party B or any subsidiaries of
Party B.
14.2. Party B's branches shall mean:
Any branch, sub-branch or field office of Party B that is duly
established by Party B, and that conducts the insurance of Party B
business as stipulated and authorized by the Articles of Association
of Party B and by the CIRC. Except as otherwise approved by the CIRC,
Party B's branches shall not take any other form.
14.3. Third parties shall mean any party or person other than Party A,
Party B or any of their respective affiliated companies.
Article 15. Supplementary Provisions
15.1. This Agreement is written in Chinese.
15.2. This Agreement is executed in four originals, with two originals to
be held by each Party. After the execution of this Agreement by both
Parties' authorized representatives and the affixing of both Parties'
company seals, this Agreement shall become effective, and its
effectiveness shall retroactively commence as of the date when Party
B's business license was issued. Each original shall have the same
force and effect.
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Party A: Party B:
China Life Insurance (Group) Company China Life Insurance Company Limited
(Seal) (Seal)
Legal Representative/ Legal Representative/
Authorized Representative (Signature) Authorized Representative (Signature)
<PAGE>
Annex to the Service Trademark License Agreement :
List of service trademarks
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Registration
No. Trademark Certificate No. Holder Class Service classification Term
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
[GRAPHIC] 1125974 China Life Insurance No.36 Insurance, life insurance, Nov. 7, 1997-
(Group) Company insurance consultancy, insurance Nov. 6, 2007
brokerage, fund investments,
securities brokerage, guarantees,
jewellery appraisal, real estate
leasing, charitable fund raising
[GRAPHIC] Pending China Life Insurance
(Group) Company is the
registered applicant
(Chinese Character) Pending China Life Insurance
(Group) Company is the
registered applicant
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
China Life Pending China Life Insurance
(Group) Company is the
registered applicant
</TABLE>
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