printer-friendly

Sample Business Contracts

Trademark License Agreement - Focus Media Technology (Shanghai) Co. Ltd. and Focus Media Digital Information Technology (Shanghai) Co. Ltd.

Sponsored Links

Confidential                                                      Execution Copy

                           TRADEMARK LICENSE AGREEMENT

                                  BY AND AMONG

                   FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.

         FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI)

                                   CO., LTD.

                                       AND

                      COMPANIES LISTED IN APPENDIX 1 HEREOF

                                 MARCH 28, 2005

<PAGE>

                                    CONTENTS


                                                                      
Article 1 - Definition..............................................     1

Article 2 - Grant of the Trademarks for Use.........................     2

Article 3 - License Fee for the Trademarks..........................     3

Article 4 - Service Quality.........................................     3

Article 5 - Undertaking by Licensor.................................     3

Article 6 - Undertaking by Licensee.................................     4

Article 7 - Trademark Protection....................................     4

Article 8 - Contract Term...........................................     4

Article 9 - Notice..................................................     5

Article 10 - Default Liability......................................     5

Article 11 - Force Majeure..........................................     6

Article 12 - Miscellaneous..........................................     6

Execution Page......................................................     8

Appendix 1 - Licensed Advertisement Companies.......................    13

Appendix 2 - Copies of Trademark Registration Certificates..........    14

<PAGE>

                           TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this "AGREEMENT") is entered into as of March
28, 2005 in the People's Republic of China ("CHINA" or "PRC") by and among the
following three Parties:

(1)   FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD., a company of limited
      liabilities incorporated in Changning District, Shanghai, with its legal
      address at E, Room 1003, No.1027, Changning Road, Changning District,
      Shanghai (the "LICENSOR");

(2)   SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
      liabilities incorporated and existing under the laws of China, with its
      legal address at Flat F Room 1003No. 1027 Changnin Road, Changnin
      District, Shanghai("FOCUS MEDIA ADVERTISEMENT"); and

(3)   COMPANIES listed in Appendix 1 hereof (the "LICENSED ADVERTISEMENT
      COMPANIES").

(Focus Media Advertisement and Licensed Advertisement Companies shall
hereinafter be referred to together as "LICENSEE"; Licensor and Licensee as
"PARTIES" collectively, and "PARTY" individually.)

WHEREAS:

(1)   Licensor (as defined below) is the owner of the Licensed Trademarks (as
      defined below) in the People's Republic of China, and is willing to grant
      the Licensed Trademarks to Licensee (as defined below) for its use; and

(2)   Licensee wishes to use the Licensed Trademarks in its commercial
      activities, and is willing to pay License Fee for its use of the Licensed
      Trademarks.

NOW, THEREFORE, after friendly consultations between them, Licensor and Licensee
hereby agree in respect of the license of trademarks as follows:

                             ARTICLE 1 - DEFINITION

Unless otherwise specified in writing by the Parties, the following terms in
this Agreement shall be interpreted to have the following meanings:

"THIS AGREEMENT"     means this Trademark License Agreement, and any amendments,
                     supplements or other changes made thereto in accordance
                     with the terms of this Agreement.

"LICENSEE"           means Focus Media Advertisement and/or any one of the
                     Licensed Advertisement Companies.

Trademark License Contract(Eng)050331-CT

                                       1
<PAGE>

"LICENSED            means the trademarks set out in the trademark application
TRADEMARKS"          documents listed in Appendix 2 hereof, such trademarks
                     intented to be filed and registered with the Trademark
                     Office of PRC and granted by Licensor in accordance with
                     this Agreement to Licensee for its use during the Licensed
                     Term (as defined below) in the Licensed Territory (as
                     defined below) in connection with the provision of
                     designated services.

"LICENSED SERVICES"  means the advertisements business of designing,
                     manufacturing, agency and publicizing engaged by the
                     Licensee.

"LICENSED TERM"      means five (5) years from [the effective date of this
                     Agreement].

"LICENSED TERRITORY" in relation to Focus Media Advertisement, means Shanghai
                     Municipility in relation to any of the Licensee, means the
                     territory in relation to such Party accordingly as listed
                     in Appendix 1.

"CHINA" or "PRC"     means the People's Republic of China, for the purposes of
                     this Agreement, excluding the Hong Kong Special
                     Administrative Region, the Macao Special Administrative
                     Region and Taiwan region.

"LICENSE FEE"        means the trademark license fees payable by Licensee in
                     accordance with this Agreement to Licensor for its use of
                     the Licensed Trademarks.

                   ARTICLE 2 - GRANT OF THE TRADEMARKS FOR USE

2.1   In accordance with the terms and conditions of this Agreement, Licensor
      hereby grants to each of Licensees, in respect of the Licensed Trademarks,
      a non-exclusive and non-transferable right for it to use such Licensed
      Trademarks during the Licensed Term and in the Licensed Territory for the
      purpose of provision of Licensed Services.

2.2   Unless otherwise agreed by Licensor, Licensee may not use directly or
      indirectly, or authorize other parties to use, Licensed Trademarks in any
      place outside the Licensed Territory.

2.3   After Licensor has granted Licensee the right to use the Licensed
      Trademarks, Licensor shall remain the owner of the Licensed Trademarks,
      with the right to further use, grant other parties to use, or otherwise
      dispose of the Licensed Trademarks in accordance with laws. Licensee shall
      only be entitled to the right of using the Licensed Trademarks within the
      scope specifically authorized in this Agreement.

2.4   Each of Licensees agrees that, when providing the Licensed Services and in
      connection with materials of advertisements, promotions and exhibitions
      thereof, it shall identify

Trademark License Contract(Eng)050331-CT

                                       2
<PAGE>

      according to relevant provisions the Licensor's ownership in the Licensed
      Trademarks, or specify other trademark signs as required by Licensor.

                   ARTICLE 3 - LICENSE FEE FOR THE TRADEMARKS

3.1   To use the Licensed Trademarks hereunder, Licensee shall pay to Licensor
      the License Fee in accordance with this Agreement.

3.2   The License Fee shall be calculated in a fixed way, with the amount of
      RMB1,000 per month as License Fee of each of Licensees and denominated in
      Renminbi to the Licensor.

3.3   The License Fee under Article 3 hereof shall be calculated and paid on a
      quarterly basis. Each of Licensees shall pay to Licensor the License Fee
      of the current quarter prior respectively to January 10, April 10, July 10
      and October 10 of each year (for each, the "PAYMENT DUE DATE") in
      accordance with Article 3.2 hereof.

3.4   Each of Licensees shall, in accordance with this Article 3, pay promptly
      the amounts due and payable to Licensor to the bank account designated by
      Licensor. In case that Licensor is to change its bank account, Licensor
      shall notify each of Licensees thereof in writing seven (7) working days
      in advance.

                           ARTICLE 4 - SERVICE QUALITY

The service quality of the Licensed Services provided by Licensee using the
Licensed Trademarks shall meet up with the requirements of Licensor. Licensee
shall be subject to the inspection of Licensor for service quality, and shall
establish a strict quality control and guarantee system according to Licensor's
requirements, as to procure that the Licensed Services provided by it meet with
excellent quality level. Licensor shall have the right to carry out at any time
inspection and examination at the business premises of Licensee on the service
flow procedures and quality of the Licensed Services.

                       ARTICLE 5 - UNDERTAKING BY LICENSOR

Licensor hereby undertakes to Licensee as follows:

(1)   As the legal owner of the Licensed Trademark, Licensor has the ability to
      perform its obligations hereunder;

(2)   during the Licensed Term prescribed herein, Licensor shall try its best to
      complete the registration procedure of Licensed Trademark as soon as
      possible,take necessary measures to renew the registration of the Licensed
      Trademarks which has already obtained registration, as to maintain its
      ownership in the Licensed Trademarks; and

(3)   In case that Licensee is involved in any infringement dispute concerning
      the Licensed Trademarks due to the license thereof hereunder, Licensor
      shall guide and assist Licensee to solve such disputes.

Trademark License Contract(Eng)050331-CT

                                       3
<PAGE>

                       ARTICLE 6 - UNDERTAKING BY LICENSEE

Licensee hereby undertakes irrevocably to Licensor as follows:

(1)   In carrying out any and all business activities using the Licensed
      Trademarks, Licensee shall endeavor to maintain the reputation and image
      of the Licensed Trademarks, as to be desirable to upgrade the intangible
      asset value of such Trademarks;

(2)   Licensee undertakes that, upon being granted to use the Licensed
      Trademarks, it shall guarantee strictly that the quality of the Licensed
      Services provided by it using the Licensed Trademarks shall meet with the
      service standards generally adopted by Licensor; in case of any
      compensation as the result of its service quality, Licensee shall be
      liable thereto, and shall report to Licensor any issue of service quality
      dispute promptly and no later than three (3) days of the occurrence of
      such dispute;

(3)   during the Licensed Term hereunder, Licensee may only use the Licensed
      Trademarks in relation to the provision of the Licensed Services
      prescribed hereunder; and

(4)   in case of any loss incurred to Licensor due to breaching by each of
      Licensees of the undertakings above, such Licensee shall indemnify
      Licensor fully for such loss as suffered by Licensor.

                        ARTICLE 7 - TRADEMARK PROTECTION

7.1   If Licensee finds any infringements by any third parties of the rights
      contained in the Licensed Trademarks, Licensee shall notify Licensor
      thereof immediately.

7.2   Any legal action to be taken within China to protect the Licensed
      Trademarks shall however be taken by Licensor. Upon request of Licensor,
      Licensee shall provide Licensor with all reasonable assistances and
      cooperations in relation to such actions taken by Licensor.

                           ARTICLE 8 - AGREEMENT TERM

8.1   The Parties hereby confirm that this Agreement shall become
      retrospectively effective as far as the date November 1, 2004 upon formal
      execution thereof by the Parties; unless terminated earlier by the Parties
      in writing, this Agreement shall be valid for a term of five (5) years
      since November 1, 2004. Notwithstanding the provision in the preceding
      sentence, as the rights and obligations of each of Licensees hereunder are
      severable and independent from each other, upon agreement in writing by
      Licensor, this Agreement may be terminated only in relation to any one of
      Licensees, with such termination not subject to the agreement of the other
      Licensees.

8.2   Upon termination of this Agreement, each Party shall continue to abide by
      its obligations under Article 3 hereunder.

Trademark License Contract(Eng)050331-CT

                                       4
<PAGE>

                               ARTICLE 9 - NOTICE

9.1   Any notice, request, demand and other correspondences made as required by
      or in accordance with this Agreement shall be made in writing and
      delivered to the relevant Party.

9.2   The abovementioned notice or other correspondences shall be deemed to have
      been delivered when it is transmitted if transmitted by facsimile or
      telex; it shall be deemed to have been delivered when it is delivered if
      delivered in person; it shall be deemed to have been delivered five (5)
      days after posting the same if posted by mail.

                         ARTICLE 10 - DEFAULT LIABILITY

10.1  The Parties agree and confirm that, if any Party (the "DEFAULTING PARTY")
      breaches substantially any of the agreements made under this Agreement, or
      fails substantially to perform any of the obligations under this
      Agreement, such a breach shall constitute a default under this Agreement
      (a "DEFAULT"), then the non-defaulting Party whose interest is damaged
      thereby shall have the right to require the Defaulting Party to rectify
      such Default or take remedial measures within a reasonable period. If the
      Defaulting Party fails to rectify such Default or take remedial measures
      within such reasonable period or within ten (10) days of the
      non-defaulting Party notifying the Defaulting Party in writing and
      requiring it to rectify the Default, then the non-defaulting Party shall
      have the right, at its own discretion, to (1) terminate this Agreement and
      require the Defaulting Party to indemnify it fully for the damage; or (2)
      demand the enforcement of the Defaulting Party's obligations hereunder and
      require the Defaulting Party to indemnify it fully for the damage.

10.2  The Parties agree that any of the following events shall be deemed to have
      constituted the Default:

      (1)   Any of the Licensed Advertisement Companies or their respective
            shareholders breach any provisions of the Shareholder's Voting
            Rights Proxy Agreement entered into by it with Licensor on March 28,
            2005;

      (2)   the shareholders of any of the Licensed Advertisement Companies
            breach any provisions of the Call Option Agreement entered into by
            it with Licensor on March 28, 2005;

      (3)   the shareholders of Focus Media Technology breach any provisions of
            the Loan Agreement entered into by them respectively with the
            Licensor on March 28, 2005 or

      (4)   The Licensees breach any provisions of the Technology License and
            Service Agreement entered into by them any Focus Media Digital
            Information Technology (Shanghai) Co., Ltd.(hereinafter "FOCUS MEDIA
            DIGITAL"), a company with limited liability incorporated in
            accordance with PRC laws and whose domicile is Room A72 Floor 28
            No.369 Jiangsu Road Changning District, Shanghai Municipility on
            March 28, 2005.

Trademark License Contract(Eng)050331-CT

                                       5
<PAGE>

10.3  Notwithstanding any other provisions herein, the validity of this Article
      10 shall not be affected by the suspension or termination of this
      Agreement.

                           ARTICLE 11 - FORCE MAJEURE

In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole
in the design of tooling software, internet system encountering hacker's
invasion, change of policies or laws, and other unforeseeable or unpreventable
or unavoidable event of force majeure, which directly prevents a Party from
performing this Agreement or performing the same on the agreed condition, the
Party encountering such a force majeure event shall forthwith issue a notice by
a facsimile and, within thirty (30) days, present the documents proving the
details of such force majeure event and the reasons for which this Agreement is
unable to be performed or is required to be postponed in its performance, and
such proving documents shall be issued by the notarial office of the area where
such force majeure event takes place. The Parties shall consult each other and
decide whether this Agreement shall be waived in part or postponed in its
performance with regard to the extent of impact of such force majeure event on
the performance of this Agreement. No Party shall be liable to compensate for
the economic losses brought to the other Parties by the force majeure event.

                           ARTICLE 12 - MISCELLANEOUS

12.1  This Agreement shall be prepared in the Chinese language in eighteen (18)
      original copies, with each involved Party holding one (1) copy hereof.

12.2  The formation, validity, execution, amendment, interpretation and
      termination of this Agreement shall be subject to the PRC Laws.

12.3  Any disputes arising hereunder and in connection herewith shall be settled
      through consultations among the Parties, and if the Parties cannot reach
      an agreement regarding such disputes within thirty (30) days of their
      occurrence, such disputes shall be submitted to China International
      Economic and Trade Arbitration Commission for arbitration in Shanghai in
      accordance with the arbitration rules of such Commission, and the
      arbitration award shall be final and binding on the Parties involved in
      such dispute.

12.4  Any rights, powers and remedies empowered to any Party by any provisions
      herein shall not preclude any other rights, powers and remedies enjoyed by
      such Party in accordance with laws and other provisions under this
      Agreement, and the exercise of its rights, powers and remedies by a Party
      shall not preclude its exercise of its other rights, powers and remedies
      by such Party.

12.5  Any failure or delay by a Party in exercising any of its rights, powers
      and remedies hereunder or in accordance with laws (the "PARTY'S RIGHTS")
      shall not lead to a waiver of such rights, and the waiver of any single or
      partial exercise of the Party's Rights shall not preclude such Party from
      exercising such rights in any other way and exercising the remaining part
      of the Party's Rights.

Trademark License Contract(Eng)050331-CT

                                       6
<PAGE>

12.6  The titles of the Articles contained herein shall be for reference only,
      and in no circumstances shall such titles be used in or affect the
      interpretation of the provisions hereof.

12.7  Each provision contained herein shall be severable and independent from
      each of other provisions, and if at any time any one or more articles
      herein become invalid, illegal or unenforceable, the validity, legality or
      enforceability of the remaining provisions herein shall not be affected as
      a result thereof.

12.8  Once executed, this Agreement shall replace any other legal documents
      entered into by the Parties in respect of the same subject matter hereof.
      Any amendments or supplements to this Agreement shall be made in writing
      and shall take effect only when properly signed by the Parties to this
      Agreement.

12.9  No Party shall assign any of its rights and/or obligations hereunder to
      any parties other than the Parties hereof without the prior written
      consent from the other Parties.

12.10 This Agreement shall be binding on the legal successors of the Parties.

12.11 The rights and obligations of each of the Licensees hereunder are
      independent and severable from each other, and the performance by any of
      Licensees of its other obligations hereunder shall not affect the
      performance by any other of Licensees of their obligations hereunder.

12.12 Licensor shall, as to the registered Licensed Trademarks within three (3)
      months of the date of the public announcement of the registration of the
      trademarks, submit a copy of this Agreement to its Trademark Office for
      filing, for the Trademark Office to announce for public knowledge. The
      fees incurred during the filing process of this Agreement shall be borne
      by each of Licensees themselves.

                   [the remainder of this page is left blank]

Trademark License Contract(Eng)050331-CT

                                       7
<PAGE>

EXECUTION PAGE

IN WITNESS HEREOF, the Parties have caused this Trademark License Agreement to
be executed as of the date first hereinabove mentioned.

Shanghai Focus Media Advertisement Co., Ltd. (Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

Focus Media Technology (Shanghai) Co., Ltd. (Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

ZHEJIANG RUIHONG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

CHONGQING GEYANG MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

CHANGSHA FOCUS MEDIA CENTURY ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Du Kang
              ---------------------

Trademark License Contract(Eng)050331-CT

                                       8
<PAGE>

Name: Du Kang
Position: Authorized Representative

QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)

Signature by: /s/ Zhang Junyan
              ----------------------
Name: Junyan Zhang
Position: Authorized Representative

DALIAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)

Signature by: /s/ Xie Haobo
              ----------------------
Name: Haobo Xie
Position: Authorized Representative

YUNNAN FOCUS MEDIA CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

SHANGHAI QIANJIAN ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

GUANGZHOU FUKE ADVERTISING CO., LTD.
(Company chop)

Trademark License Contract(Eng)050331-CT

                                       9
<PAGE>

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

ZHUHAI FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

NANJING FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

HEBEI TIANMA WEIYE ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

XIAMEN FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              ----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

Trademark License Contract(Eng)050331-CT

                                       10
<PAGE>

XI'AN FOCUS MEDIA INFORMATION COMMUNICATION CO., LTD.
(Company chop)

Signature by: /s/ Junrong Zhang
              ---------------------
Name: Junrong Zhang
Position: Authorized Representative

Trademark License Contract(Eng)050331-CT

                                       11
<PAGE>

APPENDIX 1

                         LICENSED ADVERTISMENT COMPANIES



              COMPANY
               NAME             LICENSED AREA                  REGISTERED ADDRESS
----------------------------    -------------    ----------------------------------------------
                                           
Sichuan Focus Media             Chengdu          1-1-6-603 No.151 North Kehua Road Wuhou
Advertising Agency Co., Ltd.                     District Chengdu

Zhejiang Ruihong Focus          Hangzhou         Room 909 Building C Huanglongshiji Plaza No.1
Media Culture Communications                     Hangda Road, Hangzhou
Co., Ltd.

Chongqin Geyang Focus Media     Chongqin         25-3-4 Building A Shidaihaoyuan No.3 Qingnian
Culture Communications Co.,                      Road Yuzhong District
Ltd.

Changsha Focus Media Century    Changsha         No. 692 Middle Furong Road, Changsha
Advertising Co., Ltd.

Qingdao Focus Advertising       Qingdao          Room 5 Floor 12 No.37, Donghai Road South
Agency Co., Ltd.                                 District

Dalian Focus Media              Dalian           No. 45 Shanghai Road, Zhongshan District
Advertising Agency Co., Ltd.                     Dalian

Yunnan Focus Media Co., Ltd.    Kunming          Room 01 Floor 20 Building SOHOB Yinhai
                                                 International Flat, Kunming

Wuhan Geshi Focus Media         Wuhan            Room 1602 Wuhan Plaza No.358 Jiefang Avenue,
Advertising Co., Ltd.                            Wuhan

Nanjing Focus Media             Nanjing          Room 2317 Keyuan Hotel Nanjing High-tech
Advertising Agency Co., Ltd.                     Development Zone

Shanghai Qianjian               Shanghai         Room 820 No.706 Huashan Road Gaoqiao Town
Development Zone Co.Ltd.                         Pudong New Area, Shanghai Municipility

Zhuhai Focus Media Culture      Zhuhai           Room 801 Floor 8 Post Tower No.1072 Xiangzhou
Communication Co., Ltd.                          Fenghuang Road, Zhuhai

Tianjin Focus Media Tongshen    Tianjin          Room 6-4-301 Xinda Gardern Baiti Road Nankai
Advertisement Co., Ltd.                          District Tianjin

Hebei Tianma Weiye              Shijiazhuang     Room 1708 Taihe Tower No.19 Shibeixiao Street,
Advertising Co., Ltd.                            Shijiazhuang

Guangzhou Fuke Advertising      Guangzhou        Room 01 Floor 29 Youyage Tianyu Gardern No.158
Co., Ltd.                                        Middle Linhe Road, Guangzhou

Xiamen Focus Media              Xiamen           Room 13D Guomao Tower South Hubin Road
Advertising Co., Ltd.

Xi'an Focus Media Culture       Xi'an            Roon 1810 No. 42 Gaoxin Road Gaoxin District,
Communication Co., Ltd.                          Xi'an


Trademark License Contract(Eng)050331-CT

                                      12
<PAGE>

Trademark License Contract(Eng)050331-CT

                                      13
<PAGE>

       APPENDIX 2 - COPIES OF TRADEMARK REGISTRATION APPLICATION DOCUMENTS

Trademark License Contract(Eng)050331-CT

                                      14