Handwriting Recognition Technology License Contract - CEC Telecom Co. Ltd. and Beijing Tsinghua Unisplendour Wintone Information Technology Ltd.
HANDWRITING RECOGNITION TECHNOLOGY LICENSE CONTRACT
(TRANSLATION)
PARTY A: CEC Telecom Co. Ltd.
PARTY B: Beijing Tsinghua Unisplendour Wintone Information Technology Ltd.
PLACE OF EXECUTION: Beijing
After consultations, the Parties have reached the following agreement based on
mutual benefit and friendly cooperation in relation to the licensing of Party
B's handwriting recognition technology to be used in Party A's products:
1. CONTENT
Party B licenses Party A to use the handwriting recognition technology developed
by Party B in Party A's products, and Party A shall pay to Party B corresponding
royalty fees based on the actual quantity of products sold by Party A.
2. TECHNOLOGY PROVIDED BY PARTY B
The identity number of the latest Embedded Handwritten Chinese Characters
Recognition Technology and the finally delivered technical version, of which
Party A is the proprietary owner of the intellectual property, is 3.2.
Meanwhile, Party B undertakes that every time after the completion of a new
version of software, it will notify Party A in a timely fashion and Party A may
make such version update free of charge.
3. PARTY A'S PRODUCTS
Wireless Mobile Phone ("MP") products developed by Party A itself and sold with
Party A's proprietary brand name "CECT".
4. ROYALTY FEES AND PAYMENT METHODS
4.1 After the signing of the Contract, Party A shall pay to Party B royalty
fees according to the actual sales quantity of its first batch of T688 and
T868 MP products on a monthly basis. For MP products of any subsequent
models, Party A shall order the "Wintone Handwriting" special laser
anti-forgery labels for the purpose of copyright protection 15 days in
advance based on its production plan, and upon receipt of the order, Party
B shall delivery the quantity of laser security labels as specified in the
order to Party A within 15 days, and at the same time issue VAT invoices to
Party B. Party A shall pay to Party B the royalty fees 45 days upon receipt
of the invoices.
4.2 If the total quantity of Party A's products is no more than three hundred
thousand (300,000) sets, Party A shall pay to Party B a royalty fee of two
(2.00) yuan per set (including tax); if the total quantity of Party A's
products is more than three hundred
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thousand (300,000), Party A shall pay to Party B a royalty fee of one point
five (1.50) yuan per set (including tax). In case of increased pressure
from the market or product cost, the Parties may negotiate and adjust the
amount of the royalty fees.
4.3 Party B shall, when supplying the labels, provide a 3% wastage rate of the
total quantity of labels of that batch. If Party A's wastage rate is above
3%, Party B shall provide such additional labels to Party A within 24 hours
after Party A raises the request for additional labels.
5. INTELLECTUAL PROPERTY
5.1 Party B warrants that the handwriting recognition technology it provides is
the proprietary intellectual property it legitimately owns. Party A shall
have the use right of such handwriting recognition technology pursuant to
this Contract.
5.2 Without due authorization, Party A shall not provide the handwriting
recognition technology provided by Party B to any third parties.
5.3 Party A shall ensure that special laser anti-forgery labels certifying the
authorized use of the technology are affixed on the products (on the User
Manual) using Party B's handwriting recognition technology (the CECT T688
and CECT T868 platform products, and products of other models agreed upon
by both Parties separately in writing).
5.4 The Parties agree that for any actions filed against the products provided
by Party B to Party A for infringing the intellectual property of any third
party or any other claims of infringement, Party B shall be liable for the
settlement of such lawsuits or disputes and bear any responsibilities and
expenses arising thereof. Party B shall hold Party A harmless from any loss
or damage thus incurred, and indemnify Party A for any actual loss or
damage suffered by Party A.
6. CONFIDENTIALITY
6.1 The Parties shall be obligated to keep confidential of the other Party's
trade secrets and to strictly abide by the Technology Confidentiality
Agreement.
6.2 The Parties shall take appropriate confidentiality measures to properly
maintain the confidential information received. A Party must keep strictly
confidential of the know-how received from the other Party. Without the
prior written consent of the other Party, either Party shall not disclose
such know-how to any third party outside of this Contract in any manner.
7. OBLIGATIONS
7.1 Party B shall have the obligation to provide complete technical support to
Party A and cooperate with Party A during the commissioning and provide
training to Party A in order for Party A to smoothly complete the building
in of such handwriting recognition technology and to ensure that Party A's
products and products under development using Party B's technology be
completed according to the schedule, and there be no quality problems that
might affect the use of the end users of the products due to the
application of Party B's technology.
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7.2 Party A shall have the obligation to provide the actual production quantity
of its products, and make payment to Party B at the times specified in the
Contract.
8. BREACH OF CONTRACT
Either Party that breaches its obligations under this Contract shall bear legal
responsibilities, such as compensation etc.
9. RESOLUTION OF DISPUTES
The Parties shall try to settle any dispute arising out of this Contract through
friendly consultations. If the dispute can not be settled by consultations,
either Party may submit the dispute to Beijing Arbitration Committee for
arbitration pursuant to the currently effective arbitration rules and
procedures. The arbitration tribunal shall consist of three arbitrators. Party A
and Party B shall each designate an arbitrator, and the two arbitrators thus
designated shall appoint a third arbitrator. The arbitral award shall be final
and binding on both Parties.
10. TERM AND AMENDMENTS
10.1 The term of this Contract shall be two (2) years after its effective date.
10.2 This Contract shall come into effect upon execution by both Parties, and
shall not be amended unless agreed by both Parties.
10.3 This Contract is made in quadruplet with equal legal effect. Each Party
will hold 2 copies.
10.4 Both Parties shall maintain the validity of this Contract during the term
of this Contract. Where there is any corporate change with either of the
Parties, such Party shall notify the other Party in a timely manner, and
the Parties shall make relevant changes to this Contract in a timely manner
with regard to the changed matters.
10.5 Any matters that are uncovered in this Contract shall be supplemented by
appendices. The appendices, once executed by both Parties, shall have the
same legal effect as this Contract.
Party A: CEC Telecom Co. Ltd. Party B: Beijing Tsinghua Unisplendour
Wintone Information
Technology Ltd.
Seal: Seal:
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Signature: Signature:
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Date: Date: June 7, 2004
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