产品研发合同-英文版.docx

Classification: Final Draft
Date:
2012-11
Project Name: Packer rubber for staged fracturing tool
Specification No:
Internal Order No:

Client:
Revised No:

GENERAL CONTRACT

BETWEEN
AND
OF
THE PACKER RUBBER
FOR STAGED FRACTURING TOOL

IN ALBERT CANADA

BY
UNIVERSITY OF ALBERTA

Prepared By:
Sheet

10
GENERAL CONTRACT BETWEEN AND UNIVERSITY OF ALBERTA OF THE PACKER RUBBER FOR STAGED FRACTURING TOOL
Introduction
Accompanying with the fast growing of fracturing operation in petroleum industry in China, the usage of the staged fracturing tools will be expanded markedly.
By the invitation of Prof. Gu, University of Alberta (shall mean the Party B) will help Poly-Doctor Petroleum Technology Co. Ltd. Beijing (shall mean the Party A) to develop a packer rubber for staged fracturing tool. The site of the packer rubber manufacturing plant is selected in Alberta.
(More information please is noticed in the attachment of the Proposal of the packer rubber production line for staged fracturing tool in Alberta, Canada. Internal Order No: UAlberta-2012-11)
Parties in this Contract
Entrusting Party (Party A):
Entrusted Party (Party B): University of Alberta
116 St, 85 Ave
Edmonton, AB
Canada
T6G 2R3

Articles of Rights and Obligations of two Parties
The following articles have been discussed and agreed upon between Party A (stands for …) and Party B (stands for University of Alberta):
The scope of supply for this Contract is Party B helps Party A to build a packer rubber for staged fracturing tool (required technical specification is attached in the technical index).Party A entrusts Party B to research and develop technique proposal of a packer rubber for staged fracturing tool. The following articles are reached and abided by the both parties.
Article 1: Definitions
1.1 Technique proposal of a packer rubber for staged fracturing tool (hereinafter referred to as “the Solution”) shall mean all the required techniques to construct the general idea which will commit the attached technical index requirements in attachment The Solution shall include all technical details of all designing schemes and experimental verification for key parameters.
1.2 "Technical documentations" shall mean all the necessary documents to design the Solution and all the verification documents that Party B will use in designing the Solution.
1.3 “R&D” shall mean research and development.
Article 2: Contents & Scopes of Contract
2.1 The requirements of the Contract Solution
2.1.1 Technical Content:
(a) Design technical proposal;
(b) Key features verification;
(c) Detailed technical requirements see technical index attachment.
2.2 The obligations of both parties
2.2.1 Party B shall submit the R&D plan to Party A within two months after this Contract comes into effect.
2.2.2 With the confirmation of the both parties, within the validity of the Contract, Party A shall designate Mr. … as Party A’s project contact person. Party B shall appoint Mr. … as Party B’s project contact person. If any changes of the contact person occur, one party shall inform the other party based on written materials in due time. If one party fails to promptly inform the other party, it shall be held responsible for any influence or damage caused by the untimely notification during the performance of the Contract.
2.3 Delivery
Party B shall deliver the Contract Solution to Party A before November 1st 2012, which shall be in accordance with the contents as specified in the technical index of Internal Order No: UAlberta2012-11 of the attachment of the Contract.
2.4 Assessment & Acceptance
Confirmed by the both parties, Party A shall adopt the signed standards and methods to examine and accept the Contract Solution by Party B.

2.4.1 To ensure that the Contract Solution supplied by Party B is correct, reliable and advanced，Party A and B shall jointly perform the assessment and acceptance of the technical Solution and core parameters in accordance with the provisions of items 2.1 - 2.3 of the Contract and technique attachment. If the technical Solution are qualified, both parties shall jointly sign a certificate of acceptance in two copies, one for each party.
2.4.2 If the Solution is not able to meet the requirements of the Contract, both parties shall hold friendly discussions to analyze the reasons and take measures to correct any defect and prepare for the second assessment and acceptance of the Contract Solution, and the second assessment shall be delivered to Party A after 120 days of the date of Delivery. If the Solution are still not qualified after the second assessment and acceptance and the responsibility lies in Party B ,Party B shall be responsible for all the losses thus caused, Party A shall have the right to terminate the Contract and raise a claim against Party B according to Article 6；If the responsibility lies in Party A, both parties shall mutually discuss the further implementations of the Contract.

2.5 Contract technical Solution results and related intellectual property ownership
Confirmed by the both parties, the technical Solution results and related intellectual property right generated from the Contract shall be settled by the following methods.
2.5.1 Party A has the right to apply for the patents. The use and the relevant allocation of benefits after obtaining the patent right are as following: Party A will own the patent right and benefits.
2.5.2 The profit caused from the use and transfer of the ownership of patent right shall be dealt by the following ways:
(a) The right to use technical secret: Owned by party A;
(b) The right to transfer technical secret: Owned by party A;
(c) The method to allocated the relevant benefits: Owned by party A;
2.5.3 The owner of the physical fixed property which was bought by Party B rights of equipments, instruments procured with the funds of research and development is Party B.
25.4 With the both parties’ confirmation, Party A has the right to utilize the research and development achievements provided by Party B in accordance with the stipulation in the Contract to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress and its right adscription shall be shared by Party A. The detailed allocation of the related benefits shall be as follows: Owned by party A.
2.5.5 After the accomplishment of the R&D works stipulated in the Contract, Party B has the right to take use of the research and development achievements to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress shall be owned by Party B. The detailed allocation of the related benefits shall be as follows: Owned by Party B.
Article 3: Contract price
3.1 According to the Contract contents and scopes as specified in Article 2, the total price of the Contract Solution provided by Party B including the designs, drawings, product, technical service and training shall amount to five hundred thousand dollars.
3.2 The above Contract price is fixed and shall include the expenses of all the technical documentation specified in Article 2 of the Contract. Such Contract price shall also include the expenses for party B to carry out the other Contract obligations of this Contract.

3.3 All the calculations and payment of expenses of this contract shall be in US dollars.
Article 4: Payment & Payment conditions
4.1 Initialization expenses after Contract signing: Party A shall pay twenty thousand dollars to Party B;

4.2 After the whole primary Solution provided by Party B is qualified and accepted, Party A shall pay thirty thousand dollars to Party B;

4.3 After providing the design Solution and simulated the acceptable results, Party A shall pay one hundred and fifty thousand dollars to Party B;

4.4 After providing verification products and qualified, Party A shall pay the rest of three hundred dollars of the total price to Party B.
Article 5: Infringements and Confidentiality
5.1 Party B guarantees that the Solution supplied by each party without any interference or charge from any third party. In case of any interference or charge from a third party, they shall be handled by each party and the third party. The responsibility and loss, either legally or economically, shall be borne by party B.

5.2 After termination of the Contract term, Party A shall still have the right to use the Solution and technical documentations to manufacture relevant products.
Article 6: Guarantees and Claims
6.1 With the both parties’ confirmation, either party breaches the Contract and thereby causes a standstill, delay or failure in research and development work, the responsible Party shall undertake the responsibility according to the following stipulations
6.1.1 If Party A breaches Article 4 in the Contract, the responsible party shall pay pursuant to the amount of ten percent (10%) of the Contract price after 20 days (methods for computing the amount of breach of Contract damages and the compensation for losses).
6.1.2 If Party B breaches Article 2, 4 or 5 in the Contract, the responsible party shall pay pursuant to the amount of ten percent (10%) of the Contract price after 20 days (methods for computing the amount of breach of Contract damages and the compensation for losses).

6.2 As for the liability for risks involved in a failure or partial failure in research and development caused by insurmountable technical difficulties under the current technology and condition occurring in the process of performance of the Contact, it shall be undertaken by the both parties in accordance with the following stipulations: undertaking by both sides appointments, appointments first. Confirmed by both parties, the technical risk stipulated in the Contact shall be assessed in the manner of acquirements of authority accepted. The main content of the technical risk assessment shall include its existence, scope, degree, loss and so on. The technical risk assessment should have the following basic conditions:
6.2.1 The technique mentioned in the Contract is difficult enough for the present technologic level;
6.2.2 Party B subjectively commits no fault and the failure of research and development is considered by experts as reasonable.

6.3 Once one party discovers that the situation is likely to cause a failure or partial failure in research and development, the Discoverer shall inform the other party of the situation within ten days and take appropriate measures to reduce losses. If one party fails to inform the other party in due time and take appropriate measures and as a result the losses are aggravated, the responsible Party shall bear the liability for the aggravated part of the losses.

6.4 In the performance of the Contract, the technology which is the object of a research and development has been made public by others (including the form of patent). One party shall notify the other party to rescind the Contract within five days. If one party fails to inform the other party in due time and as a result the other party losses occur, the other party has right to claim compensation for its losses.
Article 7: Taxes and Duties
Any tax relating to the implementation of the Contract imposed shall be afforded by each party respectively.
Article 8: Force Majeure
Force majeure shall refer to war, flood, fire, typhoon, earthquake and other irresistible accidents that both parties mutually agree as force majeure. In case of force majeure, the affected party shall notify by telex or cable the other party of the accident as soon as possible and send by standard registered air – mail to the other party the evidence issued by the local government within 14 days from the accident. If the implementation is affected by force majeure and the accident lasts for more than 20 days, both parties shall hold friendly discussions as soon as possible with regard to the further implementation of the Contract.
Article 9: Arbitration
All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) in accordance with its Arbitration Rules .The arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.
Article 10: Effectiveness of the Contract and Miscellaneous
10.1 After this Contract is signed by the duly authorized representatives of both parties， both parties shall submit the Contract to their governments or boards of directors for approval, the date when the later party obtains the approval shall be taken as the effective date of the Contract. Both parties shall attempt to get the Contract approval within 60 days from signing and notify by telex or Email the other party of the approval which is confirmed by the following registered air - mail letter.
10.2 Any changes or amendments to the Contract cause shall be mutually agreed upon by both parties and signed by duly authorized representatives. Such changes or amendments shall be an integral part of the Contract and have the same force as the other clauses.
10.3 With mutual confirmation, one party can notify the other party to cancel the Contract under the following conditions which make the performance of the Contract unnecessary or impossible.
10.3.1 Because of Force Majeure or technical risks
10.3.2 Technical risks appear, Technology risk is that the party makes great efforts to fulfill the Contract, but current levels cannot be achieved, have enough technical difficulties, so when fails, peer experts identified as reasonable.

10.4 The validity period of this Contract is two years.
10.5 The attachment to the Contract is integral parts of the Contract and shall have the same legal force as the text of the Contract itself. In case of discrepancy between the text of the Contract and attachments, the text of Contract shall prevail.

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Party B: University of Alberta
116 St, 85 AveEdmonton, AB
Canada
T6G 2R3

Attachment
Internal Order No: UAlberta-2012-11
Technical Index
Requirements of the specifications of the packer rubber for staged fracturing tool
Content
Specification

The features of the integrated packer rubber for staged fracturing tool:

The drawing of the packer rubber for staged fracturing tool:
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