This contract is signed on this date of in by and between （hereinafter referred to as Party A） and （hereinafter referred to as Party B）.
Whereas Party B is in possession of the know - how to manufacture the contract products and has the right and is willing to transfer such know - how to Nanfang Technology Co.， Ltd; And whereas Nanfang Technology Co.， Ltd. wishes to utilize the know - how possessed by Party B to manufacture， sell and exportthe contract products; Party A， authorized by Nanfang Technology Co.， Ltd.， held friendly discussions with Party B and have concluded under the following terms and conditions thie contract.
1.1 "Know- how" shall mean all the manufacturing technology and process engineering to manufacture the contract products which are required by Party A and which Party B possesses. Such technology engineering shall include technical details of all designs， operation drawings， technical documentations， manufacturing engineering， procedure and techniques.
1.2 "Contract products" shall refer to the SIO2 and ITO conductive coating glass products which are in conformity with the technical specifications and standards as specified in Appendix 1 of this contract， e. g. the products manufactured by Party A with the know - how and equipment supplied by Party B.
1.3 "Technical Documentations" shall mean all the know - how necessary to manufacture the contract products and all the designs， drawings， processing techniques， and engineering documents， etc. that Party B uses in manufacturing the contract products. The contents and requirements of such technical documentations are set forth in Appendix 2 of this contract.
1.4 "Test Products" shall mean the contract products manufactured by Party A with the knowhow and special equipment supplied by Party B which， when tested， shall meet the technical specifications and standards as specified in Appendix 1 of this contract.
1.5 "Engineering Documents" shall mean the complete set of processing methods， means of processing， engineering cards， drawings， work procedures， etc. which are necessary to manufacture the contract products. Details are set forth in Appendix 2 of the contract.
1.6 "Engineering Regulations" shall mean those regulations which should be followed when manufacturing and processing the contract products.
2.Contents & Scopes of Contract
2.1 Party B agrees to transfer to Party A and Party A agrees to procure from Party B the knowhow to manufacture the contract products. Party A shall， in its own factory， use the know - how and equipment supplied by Party B to manufacture qualilied contract products of which the specifications， types， quantity， technical specification and standards are specified in Appendix 1 of the contract.
2.2 Party B shall provide to Party A the complete set of engineering documents and technical documentations to be used for the manufacture of contract products in Party A's factory. Such engineering documents and technical documentations shall correctly direct the manufacture. Details are set forth in Appendix 2 of the contract.
2.3 The related technical standards shall be submitted by Party B at the same time the technical documentation is provided.
2.4 The technical documentation covering the know - how to meanufacture the contract products shall be complete.
2.5 In addition to providing the know - how， Party B shall also select and provide to Party A the key equipment necessary for the manufacture of contract products. The requirements and specifica-tions are specified in the "Equipment Purchase Contract"（EPC）of which the delivery and payment are subject to the provisions there - of.
2.6 To ensure the manufacture of contract products， Party B agrees to the introduction of some domestic equipment by Party A bo be used with the equipment provided by Party B in the manufacture. Details of such domestic equipment are set forth in Appendix 4 of the contract.
2.7 Party B shall， according to the conditions and requirements as specified in Appendix 4， render technical training to Party A' s personnel in the factory of Party B so as to ensure that the personnel can master the know - how and be able to manufacture the contract products.
2.8 Party B shall， according to the conditions as specified in Appendix 5， assign competent ex. perts to Party A's factory to render technical supervision and technical service.
3.1 According to the contract contents and scopes as specified in Chapter 2， the total price of the know - how to manufacture contract products provided by Party B including the designs， drawings， engineering documents， technical service and training shall amount to_________of which_________shall be transfer fee and
_________shall be training fee.
3.2 The above contract price is fixed and shall include the expenses to ship all the technical documentation to Shenzhen as specified in Chapter 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 U/S/Dollars.
3.4 The total price of the equipment shall be_________. The execution shall be subject to the provisions of the EPC.
4.Payment & Payment Conditions
4.1 The payment of all the expenses under this contract shall be made by M/T through Bank of China， Shenzhen Branch and the bank designated by Party B. All the bank expenses occuring inside China shall be borne by Party A and those outside China shall be borne by Party B.
（1）The technical documentations as specified in Appendix 2 of the contract to be delivered within 2 months after the contract takes effect; the detailed list of such technical documentations and the airmill of lading in four copies respectively.
（2）One original copy of the letter of confirmation of Party B to complete the technical documentations as specified in Appendix 2 of the contract within 2 months after the contract takes effect.
（3）Sight draft one original and one copy.
（4）Commercial invoice of _________in four copies.
4.2.2 _________of the_________contract price amounting to_________shall be paid by Party A to Party B by M/T after Party A has received all the technical documentations and 15 days prior to the technical training.
4.2.3 _________of the_________contract price amounting to_________shall be paid by Party A to Party B by M/T after in installation and testing of the equipment are completed， the equipment is put into operation and produces qualified products and both parties have signed certificate of acceptance， and within 30 days after Party A has received the following documents and proved that they are in conformity with the contract:
（1）Commercial invoice of_________in four copies.
（2）Certificate of acceptance of contract product quality signed by both parties in two copies.
（3）Original and copy of sight draft one copy respectively.
4.3 Payment and terms of payment of the EPC amounting to_________shall be subject to the provisions thereof.
5.Delivery of Technical Documentations & Equipment
5.1 Party B shall deliver the technical documentations to Party A in accordance with the contents and schedule as specified in Appendix 2 of the contract.
5.2 The delivery of the equipment and equipment technical documents shall be subject to the terms of delivery of the EPC.
5.3 Within 2 working days after each lot of technical documentations is shipped， Party B shall notify Party A by telephone the date of shipment， quantity， number of cases， weight， number of airbill of lading， contract number， flight number and expected date of arrival and send by air - mail - register to Party A the following documents:
（1）Air bill of lading one original and four copies.
（2）Detailed list of technical documentations in three copies.
5.4 If the technical documentations are hand carried to Shenzhen， the date when Party A signs the receipt shall be taken as the date of delivery of the technical documentations.
5.5 In case of any loss， shortage of damage of the technical documentations during shipment， Party B shall， within the possible shortest time which， however， doesn't exceed 20 days from notification by Party A， make replacement to Party A free of charge.
5.6 The packing of the technical documentations should be strong， suitable for long distance transportation and repeated loading and unloading. Precautions against rain and moisture shall also be taken. Each case shall be marked in English indicating the following contents:
5.7 In each case， a detailed packing list in two copies shall be inserted.
6.Modifications & Improvement of Technology
6.1 In the event there is any part in the technical documentations not suitable for Party A's practical production conditions， such as standards of design， standards and requirements on materials， engineering and facilities， Party B shall be responsible to assist Party A to make modifications which shall then be confirmed by both parties.
6.2 During the term of contract， if either party makes any improvement and development with regard to the technology contents and scopes of the contract， such party shall provide the information of the improvement and development to the other party free of charge.
6.3 The ownership of the above improvement and development shall be retained to the providing party. The other party shall not be entitled to any application for patent， neither shall the other party transfer such improved and developed technology to any third party.
7.Assessment & Acceptance of Products
7.1 To ensure that the know- how supplied by Party B is correct， reliable and advanced， both parties shall jointly perform in Party A's factory the assessment and acceptance of the contract products in accordance with the provisions of Appendix 6 of the contract.
7.2 According to Chapter 2， the technical requirements， standards and drawings shall be taken as evidence of the assessment and acceptance of contract products. The details are set - forth in Appendix 1 of the contract.
7.3 If the contract products are qualified， both parties shall jointly sign a certificate of acceptance in four copies， two for each party.
7.4 If the products cannot meet the requirements of the contract， both parties shall hold friendly discussions to analyse the reasons and take measures to correct any defect and prepare for the second assessment and acceptance of the contract products.
7.5 If the failure of the first assessment and acceptance is due to Party B's responsibility， Party B shall send experts to participate in the second or the third assessment and acceptance， and expenses thus occur shall be borne by Party B; if the failure is due to Party A's responsibility， the expenses shall be borne by Party A.
7.6 If after the second assessment and acceptance the products still cannot meet the requirements， if the responsibility lies in Party B， Party B shall compensate Party A for the direct economic losses thus occur， take measures to correct the defects and participate in the third assessment and acceptance; if the responsibility lies in Party A， all the losses shall be borne by Party A itself.
7.7 If the products are still not qualified after the third assessment and acceptance and the responsibility lies in Party B， Party B shall be responsible for all the losses thus caused and Party A shall have the right to terminate the contract and raise a claim against Party B according to Chapter 8; if the responsibility has in Party A， both parties shall mutually discuss the further implementations of the contract.
8.Guarantee & Claim
8.1 Party B guarantees that technical documentations are those used by Party B and such documentations are proved reliable and of latest technology. Party B also guarantees that during the term of contract， Party B shall notify Party A on time of any development and improvement of the technology it achieves.
8.2 Party B guarantees that the delivered technical documentations are complete， correct， uniform， clear and the delivery is on time. Detailed requirements are as follows;
complete: The technical documentations delivered by Party B shall include all those specified in Appendix 2 of the contract without omission.
Correct: There is no error in the technical documentations delivered by Party B. When Party A strictly follows such documentations， the products manufactured are qualified.
Uniform: All the signs， standards and specifications used in the technical documentions are uniform and there is no contradiction.
Clear: All the drawings， lines， language notes， signs， etc. used in the technical documentations are clear and easy to read.
On time: The date of delivery of the technical documentations shall not be later than the delivery schedule as set forth in Appendix 2 of the contract.
8.3 If there is any part of the technical documentations not in conformity with the requirements of 8.2， Party B shall， within 30 days from receipt of notice from Party A， make supplements or replacements free of charge.
8.4 The delivered equipment shall be installed and tested by Party B and shall fully comply with the technical requirements and processing quality of the contract.
8.5 If the equipment supplied by Party B cannot meet the requirements of 8. 4， Party B shall replace and retest such equipment until it meets the requirements.
8.6 If any portion of the technical documentations is delivered late as specified in Appendix 2 of the contract， Party B shall， from the 2nd day， pay to Party A a penalty as follows:
For late delivery of 1 to 4 weeks， the rate of penalty shall be O. 1% of the total contract price per each delayed week;
For late delivery of 5 to 8 weeks， the rate of penalty shall be O. 15% of the total contract price per each delayed week;
For late delivery of more than 8 weeks， the rate of penalty shall be 0.2 % of the total contract price per each delayed week.
However， the total amount of the above penalty shall not exceed 5 % of the total contract price.
8.7 The payment of any penalty by Party B according to 8. 6 shall not release the obligation of Party B to continue the delivery of the technical documentations.
8.8 In case the late delivery of the technical documentations exceeds 4 months， Party A shall have the right to terminate the contract. In this case， Party B shall refund to Party A the amount which Party A has paid to Party B plus the related interest at the rate of 10% per year immediately， but in no case shall such refunding by Party B exceeds 30 days from receipt from Party A of the notice to terminate the contract.
8.9 In case the acceptance of the contract products according to Chapter 7 cannot be successful after three attempts due to Party B' s responsibility， and within the mutually agree - upon extended period， Party B still cannot correct the defects， Party A shall have the right to terminate the contract.In this case， Party B shall refund to Party A the amount which Party A has paid to Party B plus the related interest at the annual rate of 10% within the time specified in 8.8 and be responsible for the losses thus caused to Party A.
9.1 Party B guarantees that it can legally transfer the know - how of the contract products to Party A 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 Party B and the third party. The responsibility and loss， either legally or economically， shall be borne by Party B.
9.2 After termination of the contract term， Party A shall still have the right to use the know- how and technical documentations to manufacture contract products.
10.1 Any tax relating to the implementation of the contract imposed by Party A's country shall be paid by Party B.
10.2 The income tax relating to the implementation of the contract imposed on Party B in China according to the Foreign Enterprise Income Tax Law of China shall be paid by Party B. The amount shah be deducted from Party A's payment to Party B. The original receipt to prove the payment of such tax shall then be issued by the China Tax Authority.
11.1 Any dispute arising from the implementation of the contract shall be settled through friendly consultations. If no settlement can be reached， both parties shall agree to submit the dispute for arbitration.
11.2 The arbitration shall take place in the Shenzhen Office of the China Council for the Promotion of International Trade according to its rules and procedures.
11.3 The result of such arbitration shall be final and binding upon both parties.
11.4 Both parties shall continue their respective contract obligations except those under arbitration.
12.1 Force majeure shall refer to war， flood， fire， typhoon， earthquake and other accidents that both parties mutually agree as force majeure.
12.2 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 registered air - mail to the other party the evidence issued by the local government within 14 days from the accident.
12.3 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.
13.Effectiveness， Termination of Contract & Miscellaneous
13.1 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 cable the other party of the approval which is confirmed by the following registered air - mail letter.
13.2 This contract is written in both Chinese and English and made out in two copies， one for each party.
13.3 Correspondence relating to the implementation of the contract between both parties shall be in either Chinese or English. Formal notice sent by registered mail shall be in duplicate.
13.4 The term of contract shall be 60 months from the date when Party A can manufacture qualified contract products with the know- how and equipment supplied by Party B. Upon expiration of such term of contract， the contract shall automatically become voil and null.
13.5 The termination of the contract shall not release any party from the obligations to pay the debts between the two parties.
13.6 The six appendices shall form an integral part of the contract and shall bear the same force as the contract itself.
13.7 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.
13.8 All the technical documentations shall be written in English.
Party A（signature）:_________ Party B（signature）:_________