合资公司技术转让协议(英文版)Know-how-transfer-and-technical-assistance-agreement.doc

KNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE AGREEMENT

between

C.M.T. S.r.l.

and

C.M.T. Over-World Machinery (Qingdao) Co., Ltd.

Table of Content

1. GENERAL PROVISIONS 1
2. SUBJECT 2
3. GENERAL OBLIGATIONS OF THE COMPANY 3
4. GENERAL OBLIGATIONS OF PARTY A 3
5. CONSIDERATION 4
6. PAYMENT 4
7. INDEMNIFICATION 4
8. IMPROVEMENTS 5
9. INFRINGEMENT 5
10. WARRANTIES 5
11. CONFIDENTIALITY 5
12. TERMS AND TERMINATION 6
13. GOVERNING LAW 6
14. ARBITRATION 6
15. MISCELLANEOUS 7

THIS KNOW-HOW TRANSFER AND TECHNICAL ASSISTANCE AGREEMENT (the "Agreement") is made on this [__] day of [__], 2006

BETWEEN

(1) C.M.T. S.r.l. , a company established and existing under the laws of Italy whose legal address is at Via Lago di Albano, 82, 36015 Schio (VI), Italy ("Party A"); and

2) C.M.T. Over-World Machinery (Qingdao) Co., Ltd., a sino-foreign equity joint venture duly incorporated and existing under the laws of the People's Republic of China and having its legal address at No. 208 Lang Ya Tai Road, Jiaonan, Qingdao, Shandong Province,, People's Republic of China ("Party B")

(collectively, the "Parties", individually, a "Party").

1. GENERAL PROVISIONS

1.1 Preliminary Statements

Party A and Qingdao Over-World Group Co., Ltd. (“Over-World ”) have entered into a joint venture contract (the "JV Contract") concerning the establishment of Party B. As one of the principal provisions of the JV Contract, Party A and Over-World agreed that Party A would transfer, as capital contribution, to Party B certain know-how and provide technical assistance as set forth hereunder.

Therefore, Party A and Party B have agreed to enter into this Agreement.

1.2 Definitions

The following terms as used in this Agreement shall have the meanings set forth below:

(a) “Drawings” means the documents containing the design and all the technical specifications of the Products to be produced by Party B and which must enable Party B to entirely produce such Products. A sample of the Drawings is attached to this Agreement as Schedule 1.

(b) "Improvement" means any and all improvements, modifications or adaptations to any part of the Know-How which might reasonably be of interest to Party B or Party A.

(c) "Know-How" means all know-how, technical information, experience and data relating to the production and manufacturing of the Products which are owned or under the control of Party A and which Party A is able to make available to Party B.

(d) "Products" means each machinery listed under Schedule 2, as well as each of its parts and components, which Party B will be producing and selling based on the Drawings and Know How provided by Party A.

(f) "PRC" means the People's Republic of China.

(g) “Technical Assistance” means all the training activities and other services provided by Party A to Party B for the performance of the production activities in respect of the Products.

1.3 Headings

The headings in this Agreement are for ease of reference only and shall not affect the interpretation of the provisions of this Agreement.

2. SUBJECT

2.1 Know How transfer

Within ninety (90) days after the establishment of Party B, Party A will transfer to Party B, and Party B shall accept, the Know-How in direct connection with the production of the Products in accordance with the terms and provisions contained in this Agreement. Party B shall not license the use of the Know-How to third parties ("Licensees") unless otherwise agreed between Party A and Party B.

3. GENERAL OBLIGATIONS OF PARTY B

3.1 Know-How Use

Party B hereby agrees that it shall not use the Know-How except in connection with the production of the Products and in accordance with terms and conditions set forth in this Agreement, and the JV Contract.

3.2 Drawings

(1) The Drawings shall be delivered both in electronic format and hardcopy (one copy of each document), and Party B shall take all reasonable precautions to safeguard such documents and all copies thereof.

(2) The Drawings shall be in English language.

4. GENERAL OBLIGATIONS OF PARTY A

4.1 Supply of the Know-How

Within twenty (20) days after the establishment of Party B, Party A shall start supplying Party B with the electronic format and the hardcopy of the Drawings to ensure that Party B can utilise the Know-How and manufacture the Products of a quality standard substantially similar to the quality of Party A’s products. The supply of the Know-how shall be completed within ninety (90) days after the establishment of Party B. (The timing of the training to be provided in PRC may be decided in accordance with the actual production status of Party B.)

4. 2 Supply of Technical Assistance

(1) Party A shall also provide in the PRC Party B with the services of suitable technicians for totally no less than sixty (60) working days and up to a maximum of eighty (80) working days (each technician’s daily assistance/training will be accounted as one working day) when required by Party B (such as when the first production is made), to provide instructions and training to the employees of Party B involved in the production operations. Party A shall bear all local transportation, hotel and living expenses in the PRC of each Party A’s technician who will be providing the Technical Assistance. The Technical Assistance shall be provided in English and Party B shall procure at its own expenses adequate interpreters.

Party A shall also provide in Italy training to no more than three (3) Party B’s technicians for totally no less than thirty (30) working days and up to a maximum of forty (40) working days (the working days will be accounted regardless the actual number of trainers and Party B’s technicians) in the first ninety (90) days after the establishment of Party B. Party A shall bear all local transportation, hotel and living expenses in Italy for each Party B’s technician receiving the Technical Assistance. The Technical Assistance shall be provided in Italian, and Party A shall procure at its own expenses adequate interpreters.

When technical problems occur to Party B during the term of the Agreement, Party A shall provide, free of charge, the relevant technical consultation and assistance, so as to ensure Party B can produce qualified Products.

5. CONSIDERATION

Party A and Party B hereby confirm that the value of the Know How and Technical Assistance shall be United States dollars three hundred fifty thousand (US$350,000) of which:

(a) United States dollars two hundred fifty thousand (US$250,000) shall be the consideration for the Drawings; and
(b) United States dollars one hundred thousand (US$100,000) shall be the consideration for the Technical Assistance provided both in the PRC and in Italy;

6. PAYMENT
Neither Party B nor Over-World shall pay the consideration for the Know How and the Technical Assistance. As provided in the JV Contract, the Know How and Technical Assistance shall be contributed by Party A as registered capital of Party B.

7. INDEMNIFICATION
Notwithstanding anything to the contrary in this Agreement, Party A shall be responsible for the accuracy and completeness of the Know How and for enabling Party B to manufacture the qualified Products, which are technically competitive. Moreover, Party A agrees to indemnify Party B and defend and hold it harmless from and against any and all causes of action, suits and claims asserted or entered against Party B in relation to the use of the Know How.

IMPROVEMENTS
If any Party makes or acquires any Improvement during the term of this Agreement, such Improvement shall be fully communicated and explained to the other Party in confidence, under the condition that a new agreement is entered into, and the relevant consideration is agreed upon.

9. INFRINGEMENT
Each Party shall promptly inform the other Party of any infringement or threatened infringement of the Know-How. Should Party B take action to prevent such infringement, Party A shall, at Party B’s request and expense, render all assistance within its power in connection therewith.

10. WARRANTIES
Party A warrants that it is the legal owner of the Know How, industrial property and technical documents on the manufacturing of the Products and is not necessary for such transfer to be approved by the government of the country where Party A is registered. Party A warrants also that the Know How transferred to Party B is being used in its own factory and is reliable, advanced, up to date and complete.

11. CONFIDENTIALITY
Party A and Party B shall, during the period of this Agreement, maintain in strict confidence all of the Know-How which is not and has not become public general knowledge and will not disclose any of the same except to Party B’s trusted employees, agents and permitted sub-contractors and permitted licensees, and any disclosure shall be made subject to an express obligation of confidentiality. Party A and Party B shall also procure that such employees, agents and sub-contractors and licensees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties to Party B or under the licenses. Party B shall, if requested by Party A, but at its own expense, take all appropriate steps to enforce any duty of confidence owed to it by any employee agent or sub-contractor (or ex-employee, ex-agent or ex sub-contractor) or any licensee or ex-licensee in so far as such enforcement appears to Party A to be necessary for the protection of the confidentiality of the Know-How.

12. TERMS AND TERMINATION

12.1 Effectiveness

This Agreement shall become effective upon execution by the duly authorised representatives of both Parties and shall remain in effect as long as the JV Contract is effective, unless terminated early pursuant to the provisions of this Agreement.

12.2 Termination

This Agreement shall be terminated:

(a) upon a Party giving the other Party not less than sixty (60) days notice of termination in writing in the event of a material breach of this Agreement by the other Party;

(b) by mutual agreement of the Parties; or

(c) automatically upon the expiration or early termination for whatever reasons of the Joint Venture Contract.

13. GOVERNING LAW
The conclusion, effectiveness, interpretation and performance of, and the resolution of disputes under, this Agreement shall be governed by PRC law. Where there is no applicable provision in PRC law governing a particular matter relating to this Agreement, reference shall be made to applicable international commercial practice.

14. ARBITRATION

14.1 All disputes, controversies or claims between the Parties that arise from this Agreement or are related to this Agreement (collectively “Dispute”) shall, first of all, be resolved through friendly consultations. If within thirty (30) days after a Party has notified in writing the other Party of the existence of such Dispute, such Dispute is still unable to be resolved through friendly consultations, any Party at any time may submit the Dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration by an arbitration tribunal of three (3) arbitrators (“Arbitration Tribunal”) in accordance with the CIETAC Arbitration Rules in force on the date hereof and shall notify the other Party of such submission in writing. If any Party fails to appoint an arbitrator, such arbitrator shall be appointed by CIETAC. The arbitration proceedings shall be held in Shanghai.

14.2 Any arbitral award made by the Arbitration Tribunal shall be final and binding on the Parties.

14.3 Except where the Arbitration Tribunal stipulates otherwise, the arbitration costs shall be borne by the losing Party.

15. MISCELLANEOUS

15.1 Notice

All notices and other communications between the Parties with respect to this Agreement and all notices and other communications between the Parties shall be written in English and Chinese unless otherwise agreed between the Parties, and shall be personally delivered, or sent by facsimile or post (postage prepaid, and if it can be sent by air, shall be sent by airmail) to the address or facsimile number set forth below (or any other address or facsimile number that a Party notified the other Party from time to time in accordance with this Article):

For C.M.T. S.r.l.:

Legal address : Via Lago di Albano, 82 Schio (VI), Italy
Facsimile number: [phone]

For C.M.T. Over-World Machinery (Qingdao) Co., Ltd.:

Legal address: No. 208 Lang Ya Tai Road, Jiaonan, Qingdao, Shandong Province, PRC
Facsimile number: +86 [__]

If personally delivered (including delivery by a professional courier services company), it shall be deemed effectively delivered on the date it is actually delivered to the other Party. If sent by facsimile, it shall be deemed effectively delivered on the first business day (i.e. a day on which commercial banks generally open for business, excluding Saturday) at the locality of the receiving Party after the date of transmission, so long as the transmission report indicates that the message was completely transmitted to the receiving Party's facsimile number and there is no indication on the transmission report that the message received is illegible. If sent by post, it shall be deemed effectively delivered on the tenth (10th) day after the date of posting (using the postmark as the basis).

15.2 Language

This Agreement is written in the Chinese and English languages. The two language texts have been examined and verified by the Parties to be identical in all material respects. Both language texts shall have equal legal validity.

15.3 Amendments

Any amendment or supplement to this Agreement after its signature shall be made by way of an amending or supplemental agreement signed by the Parties.

15.4 Waiver

Unless otherwise provided for, failure or delay on the part of either 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 exercise of any other right, power or privilege.

15.5 Attachments

The attachments to this Agreement constitute a part of this Agreement and have the equal legal force and effect.

15.6 Signature

This Agreement shall be signed in three (3) originals of each of the Chinese and English language texts. The Parties shall each retain one (1) set of the Chinese and English originals. One (1) set of the Chinese and English originals shall be submitted, if required, to the relevant PRC registration authority for verification and record.