Agreement（精选9篇）
甲方：
Party A：
Party B：_______________________________; Passport No:_________________________
鉴于甲方从事之经营项目的特殊性，甲乙双方根据有关法律、法规规定、在遵循平等自
愿、协商一致、诚实信用的原则下，就乙方在任职期间以及离职后的有关事项达成如下协议：
Whereas Party A engaged in the business view of the special nature of the project, both parties in
accordance with relevant laws and regulations, in compliance with equality, voluntariness,
consensus, under the principle of good faith, during party B’s tenure and after leaving , the matter
reached the following agreement:
第一条 保密
Confidentiality
Item 1
1.1 乙方承诺，在本协议约定的保密期内，严格按照本协议的保密内容以及公司的保密制度
履行保密义务。
For the term of this agreement, Party B promise to strictly fulfill confidentiality
obligations, according to the confidentiality content & company’s confidentiality policy.
第二条 保密内容
Item 2 Confidentiality Content
2.1 不为公众知悉，能为甲方带来经济利益，具有实用性并经权利人采取保密措施的技术信
息和经营信息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、
财务状况、客户资料以及供应商资料等。
Technical and management information, which was not
known by the public, can bring economic benefits to Party A, with practicality, and the right take
security measures for, including but not limited to: intellectual property and formulations, new
product development process and results, management plans and strategies, financial condition,
customer data and vendor information, etc.
2.2 甲方已掌握并负有保密责任的第三者(如甲方的客户或者供应商)的技术信息和经营信
息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、财务状况、
客户资料以及供应商资料等等。
Party A controls and has a duty of confidentiality to protect third
parties (such as the Party A's customers or suppliers) of technical and management information,
including but not limited to: intellectual property and formulations, new product development
process and results, business plans and strategies, financial condition, customer data and vendor
information, and so on.
2.3 甲方以书面或其他形式确定为商业秘密的资料和信息。
Data and information which Party A
in writing or otherwise identified as trade secret.
第三条 保密期限
Item 3 Confidentiality Period
3.1 除非甲方通过书面形式明确本协议所涉及的某项保密内容可以不用保密，则乙方应从与
甲方建立劳动关系之日起(包括试用期内)，无限期保守甲方之商业秘密。
Unless Party A make
sure in writing that a certain confidential content covered by this agreement can not be confidential ,
then Party B should keep the Party A’s trade secret for ever from the date of labor relations
(including probation).
第四条 泄密
Item 4 Leakage of the Trade Secret
4.1 凡未经甲方总经理或保密委员会书面授权而直接或间接以任何形式向任何人或任何组
织透露上述、涉及保密内容的行为均属泄密。
Without the written authorization of the general
manager or security committee of party A, behaviors of directly or indirectly, in any form to any
person or organization to disclose the above the content, are related to confidential disclosure.
4.2 当甲方将有关保密内容的资料或信息交由乙方保管时，若因乙方保管不当造成该资料或
信息的遗失、公开、泄露时，同样视为泄密。
When Party A ask party B to keep relating to the
contents of confidential data or information, if loss, publicity, disclosure caused by improper storage
of the data or information, for party B, the same as a leak.
第五条 违约责任
Liability for Breach
Item 5
5.1 如乙方行为造成泄密的，应立即终止泄密行为以及因此而引致的侵犯甲方商业秘密的行
为，积极协助甲方采取补救措施防止泄密范围的继续扩大，并向甲方支付由于违约行为而照
成的经济损失，该损失包括：直接损失、潜在损失以及权利人为主张权利而支付的费用等。
The trade secret leakage caused by the Party B’s behavior, those behavior should be immediately
terminated and the acts of infringement on Party A’s trade secrets should be immediately
terminated; Party B should actively assist the Party A to take remedial measures to prevent the
continued expansion of the disclosure, due to the breach, Party B should pay to Party A according
to the caused economic losses, the losses include: direct losses, potential losses and the expenses
of the allegation.
5.2 若该泄密行为发生在甲、乙双方劳动合同关系存续期间，则乙方除承担上述责任外，甲
方还有权无条件解除与乙方的劳动合同。
If the leaks occurred during the term of the labor
contract between Party A and Party B, In addition to assumption of these responsibilities by Party B,
Party A has the right to unconditionally terminate the labor contract with Party B
第六条 争议解决
Item 6 Dispute Resolution
6.1 如因本协议之履行发生争议，甲、乙双方应友好协商解决;协商不成，由公司所在地人
民法院处理。
If there is a dispute on implementation of this agreement, Party A and Party B should
be settled through friendly consultations; otherwise by the local people's court in the area of the
company, if negotiation fails.
第七条 本协议一式两份，甲、乙双方各执一份，每份具同等效力。
Item 7 This agreement shall be held in two copies of the same form. Each party shall preserve one
copy with equal legal effect.
甲方： 乙方：
Part A： Party B:
代表人：
Representative：
Date： Date：
This agreement of lease is made on this _____day of December ______by and BETWEEN:
Mrs. Ghazala Waheed w/o Abdul Waheed, Adult, R/o House No.___, DHA, Lahore Cantt, (hereinafter to as the LESSOR of the ONE PART).
And
Mr.___,R/o China, refereed to as the LESSEE of the OTHER PART.(Expression “LESSOR” and “LESSEE” wherever the context so permit shall always mean and include their respective heirs, successors legal representative and assignees).
WHEREAS the LESSOR is the lawful owner and in lawful possession of House No,___,DHA, Lahore Cantt, consisting of 4 Bedrooms with bath, D/D,TV; Lounge, Kitchen, Store, Servant, Quarter together with fixtures and fitting (hereinafter collectively called the demised premises).
And whereas the LESSOR has agreed the lease and the LESSEE has agreed to take on lease the demised premises on the terms and condition as given below:
1. This agreement in only valid if LESSEE is renewed and extended for the lease period.
2. The LESSOR lets LESSEE takes the DEMISSED PREMISES for a period of 12 months
Commencing from 15th January 20__. The Lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period
3. The rent of the DEMISED PREMISES shall be USD3,300/-(US dollars Three Thousand and Three hundred Only) per month
4. The LESSOR hereby acknowledges receipt of the sum of USD.19,800/-(US dollars Nineteen Thousand and eight Hundred Only) per month.
5. It is hereby agreed between the parties that the LESSEE shall pay the aforesaid monthly rent USD. 3,300/-(US dollars Three Thousand and Three hundred Only) as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th July 20__.
6. That the LESSOR hereby acknowledges receipt of the sum of Rs.60,000/-(Rupees Sixty Thousand Only) from the LESSEE as fixed edposit security which shall be refunded to the LESSEE on giving back the vacant possession of the DEMISED PREMISES after deduction of damages/shortages outstanding bills for Electricity, Water, Gas and Telephone charges etc, against the demised premises.
The lessee herby convenants with lessor as following:
1. To pay to the LESSOR the rent hereby reserved in the manner before mentioned.
2. That the LESSEE shall not at any time during the terms, without the consent in writing of the LESSOR, pull down, damages or make any structure alterations to the demised premeses provided always, the LESSEE shall have go write install any fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.
3. To use the demises premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by Mr. ___and family.
4. Not to sublet the whole or any part of the premises.
5. To pay regularly the bills for Electricity, Gas, Water and Telephone charges in respect of the demised premises. A copy of all the paid utility bill be forwarded to the LESSOR every three month regularly. In case of disconnection of any facility due to non-payment, LESSEE will be responsible to get them restored and pay the same. All dues must be cleared before the expiry of the lease.
6. The lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.
The lessor hereby convenants with the lessee as following:
1. To pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the Municipality, Government or any other authority in respect of demised premises.
2. Not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.
It is hereby declear and muturally agreed between the lessor and lessee ans follwing:
1. The LESSEE and the LESSOR shall have the right and option to terminate this Lease at any time only after the expiry of the lease period i.e., 24 months, provided they give one (1) month notice in advance to either of the parties.
2. The meter reading of various utilities are as given below:
Utility meter number today’s reading
a) elecricity __________________
b) gas _________________________
c) telephone ___________________
d) water _______________________
3. That the LESSEE has also agreed with the LESSOR for a mandatory increase in rent by 10% per annum, the rent would be enhanced to Rs.36,300/-( Rupees Thirty Six Thousand and Three Hundred Only), should the LESSOR and I ESSEE mutually to renew the Lease. It can be negotiated between the parties.
Whereof the parties hereto have executed these presents on the and day above written.
LESSSOR:______________________
Mrs. Ghazala waheed
NIC NO._______________________
LESSEE________________________
Mr. __________________________
Chinese passport no.__________
This agreement is made on between
(1) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Availability for Sale No.) of
(hereinafter called ’the Vendor’);
(2) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Eligibility to Purchase No.) of
(hereinafter called ’the Purchaser’); and
(3) (Holder of Business Registration Certificate No.) of
(hereinafter called ’the Vendor’s Agent’) and(Holder of Business Registration Certificate No.) of (hereinafter called ’the Purchaser’s Agent’).]OR
[(3) (Holder of Business Registration Certificate No.) of (hereinafter called ’the Agent’).]
Now it is hereby agreedas follows:
1. The Vendor agrees to sell and the Purchaser agrees to purchase *[through the Vendor’s Agent and the Purchaser’s Agent/the Agent,] the Property known as(hereinafter called ’the Property’) subject to the terms and conditions herein contained.
2. The purchase price of the Property is HK$ which shall be paid by the Purchaser to the Vendor in the following manner:
(a) Initial deposit of HK$ shall be paid upon signing of this Agreement;
(b) Further deposit of HK$ shall be paid upon signing of the Formal Agreement for Sale and Purchase on or before ; and
(c) Balance of purchase price of HK$ shall be paid upon completion which should take place on or before .
3. Completion shall take place on or before and the Property is to be sold to the Purchaser subject to Clause 17 hereof but otherwise free from incumbrances.
4. Upon completion, the Vendor shall deliver vacant possession of the Property to the Purchaser.
5. The Purchaser shall not sub-sell the Property or transfer the benefit of this Agreement, whether by way of a direct or indirect reservation, right of first refusal, option, trust or power of attorney, nomination or any other method, arrangement or document of any description, conditional or unconditional, or enter into any agreement so to do before the completion of the sale and purchase of the Property.
When fixing the date of signing of the Formal Agreement for Sale and Purchase, the Purchaser and Vendor should refer to Clause 8 below.
6. The Vendor and the Purchaser agree that they shall separately appoint their own solicitors.
The Vendor shall be represented by and the Purchaser shall be represented by .
7. Each party shall bear its own legal costs. Subject to Clause 11 hereof, all stamp duty shall be borne by the Purchaser.
8. The Purchaser agrees to apply to the Housing Authority for a Letter of Nomination within one month from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
9. In order to enable the Purchaser to apply for the Letter of Nomination, the Vendor agrees to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors within days from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
10. Should the Purchaser fail to obtain a Letter of Nomination (otherwise due to the Vendor’sfailure to tender the said Certificate of Availability for Sale pursuant to Clause 9 above) before the signing of the Formal Agreement for Sale and Purchase or fail to complete the purchase in manner herein contained or fail to observe any of the terms contained in this Agreement, the deposit shall be forfeited to the Vendor and the Vendor shall then be entitled at his sole discretion to sell the Property to other eligible purchasers as he thinks fit but without prejudice to the Vendor’’s right to claim specific performance and damages from the Purchaser.
11. Should the Vendor fail to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors according to Clause 9 of this Agreement or fail to complete the sale in the manner herein contained or fail to comply with any of the terms of this Agreement, the Vendor shall forthwith return the deposit to the Purchaser and shall pay to the Purchaser a sum equivalent to the amount of the initial deposit as liquidated damages and shall also reimburse the Purchaser with the payment of stamp duty but without prejudice to the Purchaser’’s right to claim specific performance and damages from the Vendor.
12. In consideration of the services rendered by the Vendor’s Agent and the Purchaser’s Agent,entitled to receive HK$___________________from the Vendor and the Purchaser’s Agent shall be entitled to receive HK$ from the Purchaser as commission. Such commission shall be paid on or before .
OR In consideration of the services rendered by the Agent, the Agent shall be entitled to receive HK$ from the Vendor and HK$ from the Purchaser as commission. Such commission shall be paid on or before .
13. If in any case either the Vendor or the Purchaser fails to complete the sale and purchase in the manner herein mentioned, the defaulting party shall compensate at once the Vendor’s Agent HK$ and the Purchaser’s Agent HK$ /the Agent HK$ as liquidated damages.
14. The Property is sold to the Purchaser on an ’as is’ basis.
15. This Agreement supersedes all prior negotiations, representation, understanding and agreements between the parties hereto.
16. It is hereby agreed that the sale and purchase hereof shall include the chattels, furniture and fittings as set out in the Remarks.
17. The Purchaser acknowledges that he is purchasing the Property subject to the liability for payment of premium as set out in paragraph 1 of the Schedule to the Housing Ordinance Cap.283. The Vendor declares that for the purpose of calculation of the amount of premium under paragraph 1(b) of the Schedule to the Housing Ordinance, the Initial Market Value and the Purchase Price of the Property are HK$ and HK$ respectively.
18. If the Purchaser is more than one person, they shall hold the Property as Joint Tenants.
19. It is hereby agreed that *[the Vendor’s Agent is the agent of the Vendor only and the Purchaser’s Agent is the agent of the Purchaser only/the Agent is the agent for both the Vendor and the Purchaser/for the Vendor only/for the Purchaser only.]
20. It is declared by the Vendor and the Purchaser that they are selling and purchasing the Property under the HOS Secondary Market Scheme of the Hong Kong Housing Authority and acknowledge that this Agreement is subject to the terms, covenants and conditions mentioned in the Schedule to the Housing Ordinance (Cap.283) and any amendments thereto.
21. The sale and purchase hereof is also subject to the additional terms (if any) set out in the Schedule hereto and in the event of any contradiction between such additional terms and the prescribed terms and provisions of this provisional agreement and the Formal Agreement for Sale and Purchase, the prescribed terms and conditions shall prevail.
22. This Agreement constitutes a legally binding agreement between the parties hereto.
23. This Agreement should be interpreted in its English version in case of ambiguities.
24. Remarks :
SCHEDULE
Additional Terms
Signed by the Vendor :_______________________
Signed by the Purchaser:_____________________
Signed by the Vendor’s Agent :______________
Estate Agent’s Licence
(Individual) No. :___________________________
Signed by the Purchaser’s Agent
Estate Agent’s Licence
(Individuall No. :___________________________
OR
Signed by the Agent :________________________
Estate Agent’s Licence
Individual No. :_____________________________
Received from the Purchaser the initial deposit of HK$ (cheque no. )
销售代理协议
SALES AGENCY AGREEMENT
编号：_________No：_________
日期：_________Date：_________
本协议双方为了发展贸易，在平等互利的基础上，按下列条件签定本协议。
This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows：
1 订约人：_________
Contracting Parties：_________
供货人：_________
Supplier：_________ ( hereinafter called;PartyA;)
销售代理人：_________
Agent：_________( hereinafter called; PartyB;)
甲方委托乙方为销售代理人，推销下列商品。
Party A hereby appoints party B to act as his selling agent to sell the commodity mentioned below.
2 商品及数量或金额
Commodity and Quantity or amount
双方约定，乙方在协议有效期内，承销不少于_____的上述商品。
It is mutually agreed that Party B shall undertake to sell not less than _____ of the aforesaid commodity in the duration of this Agreement.
3 经销地区 只限在_____销售。
Territory In_____only.
4 定单的确认
关于协议所规定的上述商品的每笔交易，其数量、价格及装运条件等须经甲方确认，并签定销售确认书，对交易做具体规定。
Confirmation of orders
The quantities, prices and shipment of the commodities stated in this Agreement shall be confirmed for each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5 付款
订单确认后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤消的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。
Payment
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C a vailable by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Pary A immediately after L/C is opened, so that Party A can get prepared for delivery.
6 佣金
在本协议期满时，乙方完成了第二款所规定的数额，甲方当按装运货物所受到的全部发票金额付给乙方_____%的佣金。
Commission
Upon the expiration of the Agreement and Party B’s fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B_____% commission on the basis of the aggregate amount of the invoice value already paid by Party B of the shipments effected.
7 市场情况报告
乙方每三个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时，乙方应随时向甲方提供其它供应商所给的类似商品的样品及其价格、销售情况和广告资料。
Reports on Market Conditions
Party B shall forward once every three months to Party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B shall, from time to time, send to Party A samples of similiar commodities offered by other suppliers, together with their prices, sales informaiton and advertising materials.
8 宣传广告费用
在本协议有效期内，乙方在上述经销地区内所作广告宣传的一切费用，由乙方自理。乙方须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅同意。
Advertising & Publicity Expenses
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and / or drawings and description for prior approval.
9 协议有效期
本协议由双方签字后生效，有效期_____年，自_____至_____。若一方希望延长本协议，则须在本协议期满前一个月书面通知另一方，经双方协商决定。
若协议一方未履行协议条款，另一方有权终止协议。
Validity of Agreement
This agreement, after its being signed by the parties concerned shall remain of in force for_____as from _____ to _____ If either party wish to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration, the matter shall be decided by consent of the parties hereto.
Should enther party fail to implement the terms and conditions herein, the other party is entitled to terminate the Agreement.
10 仲裁
在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会决定是终局的，对双方均有约束力。仲裁费用，除另有规定外，由败诉一方负担。
Arbitration
All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.
11 其它条款
(1) 甲方不得向经销地区其它买主供应本协议所规定的商品，如有询价，当转给乙方洽办。若有买主希望从甲方直接订购，甲方可以供货，但甲方须将有关销售确认书副本寄给乙方，并按所达成交易的发票金额给乙方_____%的佣金。
(2) 若乙方在_____月内未能向甲方提供至少_____的订货，甲方不承担本协议的义务。
(3) 对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议的约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。
(4) 本协议受签约双方所签定的销售确认条款的制约。
11 Other Terms&Conditions
(1) Party A shall not supply the contracted commodity to any other buyers in the above mentioned territory. Direct enquiries, if any , will be referred to Party B. Howerver, should any other buyers wish to deal with Party A directly, Party A may do so, But Party A shall send to Party B a copy of sales confirmaiton and give party B_____% commission(s) concluded.
(2) Should Party B fail to pass on his orders to Party A in a period of _____ months for a minimum of _____, Party A shall not bind himself to this Agreement.
(3) For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A’s government without binding himself to this Agreement. Party B shall not interfere in such direct dealings, nor shall Party B bring forward any demand for compensation therefrom.
(4) This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
本协议于_____年___月___日在_____签定，正本两份，甲乙双方各执一份。
This Agreement is signed on___/___/_____at_____and is in two originals, each party holds one.
甲方：_________ Party A：_________
乙方：_________Party B：_________
签字：_________ Signature：_________
签字：_________Signature：_________
This Agreement is made as of this _________,_________,_________(M/D/Y),between AAA Inc. and all its domestic Subsidiaries and Affiliates (’AAA’) and the Informal Committee of Unsecured Creditors of AAA (the ’Committee’).
WITNESSETH
WHEREAS, on _________,_________,_________(M/D/Y)(the ’Committee Organization Date’), the Committee organized itself, at the request of AAA, and as initially organized is comprised of the following companies: BBB, Inc. CCC, DDD, Inc., EEE Company, FFF, LLC, GGG, Pacific Asset Management; and
WHEREAS, the Committee has advised AAA that it has retained the services of HHH LLP (’TB&F’) as its counsel; and
WHEREAS, AAA is desirous of entering into an out of court composition, extension or other acceptable agreement providing for the treatment of its outstanding claims (the ’Composition Agreement’) and further, AAA has agreed to allow the Committee a reasonable period of time to conduct such due diligence as it may require to determine the feasibility and advisability of entering into such a Composition Agreement (the ’Standstill Period’), and
WHEREAS, other than as provided in paragraph 2 of this Agreement, AAA has agreed that during the Standstill Period it shall make no payments, transfers or returns of merchandise on account of any its debts or obligations to anyone that arose or accrued prior to the date of this Agreement, without the written consent of the Committee.
NOW THEREFORE, for valuable consideration, including the forbearance of each Committee member, the parties hereby agree as follows:
1. This Agreement shall remain in effect and shall terminate on the earlier of: (a) 5:00 p.m. (Pacific Time) on _________,_________,_________(M/D/Y); (b) the Committee and AAA agree, in a writing executed in the same manner as this Agreement, to modify, replace or terminate this Agreement; (c) AAA defaults under or otherwise violates the terms of this Agreement and the Committee terminates this Agreement or an order for relief under the Bankruptcy Code is entered against AAA or an assignment for the benefit of creditors is executed by AAA (collectively, the ’Termination Date’).
2. During the Standstill Period, AAA shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this Agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this Agreement; PROVIDED HOWEVER, during the Standstill Period, AAA shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.
3. During the Standstill period, AAA shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the Committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.
4. Subject to the separate letter agreement, AAA will pay the reasonable fees and expenses incurred by the Committee’s professionals during the period between the Committee Organization Date and the Termination Date. Contemporaneously with the execution of this Agreement, AAA will wire transfer $,_________ to TB&F. At the conclusion of the Standstill Period, TB&F shall provide AAA, and its counsel, with a billing statement setting forth the identity of each TB&F professional who has performed services for and on behalf of the Committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. TB&F acknowledges that during the Standstill Period no legal services shall be provided for any individual Committee Member or on behalf of any other entity other than the Committee in connection with AAA and/or this Agreement. TB&F will also forward copies of the expenses incurred by the Committee member.
5. During the Standstill Period, and so long as AAA has complied with all of its obligations under the Standstill Agreement, the members of the Committee will (a) forebear from exercising such rights as they may have against AAA for payment or collection of sums that may be due to them, and (b) either jointly or individually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against AAA. Such forbearance is not a waiver of any portion of the claims of any Committee member.
6. This Agreement does not create a joint venture or create a partnership between the parties.
7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this Agreement. This Agreement may be altered, amended or modified only by a written instrument signed by all parties to this Agreement.
8. This Agreement and any issues arising hereunder will be governed by the laws of the State of California.
9. This Agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first above written.
AAA INC.
By: /s/ _________
Title: __________
Printed Name: ___
BBB
By: _____________
Committee Member:______
Company: ______________
Printed Name:__________
Agreement madethis ______day of ____________, between___________(hereinafter called ’Licensor’), and ________(hereinafter called ’Licensee’):
WITNESSETH
Whereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other Licensor properties as defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called ’Name’), said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well Known and recognized by the general public and associated in the public mind with Licensor, and Whereas Licensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,Now, Therefore, in consideration of the mutual promises herein contained, it is here by agreed:
1. Grant of License
(a) Articles
Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right, license and privilege of utilizing the Name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)
(b) Territory
The license hereby granted extends only to ________________. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.
(c) Term
The term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, ____________. At the end of each term, beginning with December 31st, ________________, this license shall be automatically renewed for a one year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.
2. Terms of Payment
(a) Rate
Licensee agrees to pay to Licensor as royalty a sum equal to __________percent of all net sales by Licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. The term ’net sales’ shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided herein for the use of the Name, than said higher rate shall automatically and immediately apply to this contract.
(b) Minimum Royalties
Licensee agrees to pay to Licensor a minimum royalty of___________Dollars ($______) as a minimum guarantee against royalties to be paid to Licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. The advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. No part of such minimum royalty shall in any event be repayable to Licensee.
(c) Periodic Statements
Within _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by Licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by Licensee during the preceding calendar ____________, together with any returns made during the preceding calendar ___________ For this purpose, Licensee shall use the statement
form attached hereto, copies of which form may be obtained by Licensee from Licensor. Such statements shall be furnished to Licensor whether or not any of the articles have been sold during the preceding calendar____________.
(d) Royalty payments
Royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in_______________. Domestic taxes payable in the licensed territory shall be payable by Licensee.
3. Exclusivity
(a) Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizingthe Name in any manner whatsoever, except that Licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement,for the use of the Name in connection with the sale of the articles described in paragraph 1.(b) It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, Licensee shall have_______ days within which to accept or reject such an offer. In the event that Licensee fails to accept such offer within the specified _______days, Licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event Licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to Licensee by Licensor.Licensee agrees that it shall not, without the prior written consent of Licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.
4. Good Will
Licensee recognizes the great value of the good will associated with the Name, and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning in the mind of the public.
5 Licensor’’s Title and Protection of Licensor’’s Rights
(a) Licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of this license. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this agreement, provided that prompt notice is given to Licensor of any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of Licensor.
(b) Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’’s rights to the Name, and Licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others in the Name on articles the same as or similar to those covered by this agreement which may come to Licensee’’s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the Licensor so to do.
6. Indemnification by Licensee and Product Liability Insurance Licensee hereby indemnifies Licensor and undertakes to defend Licensee and/or Licensor against and hold Licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by Licensee in connection with the articles covered by this agreement or any otheralleged action by Licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. Licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for Licensor (as well for Licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensor’’s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished Licensor by Licensee. As Used in the first 2 sentences of this paragraph6, ’Licensor’ shall also include the officers, directors, agents, andemployees of the Licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.
7. Quality of Merchandise
Licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable Federal, State and local laws, and that thesame shall not reflect adversely upon the good name of Licensor or any ofits programs or the Name. To this end Licensee shall, before selling ordistributing any of the articles, furnish to Licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. The quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the same shall be a proved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart there from in any material respect without Licensor’’s prior written consent, andLicensor shall not withdraw its approval of the approved samples except on_______ days’’ prior written notice to Licensee. From time to time afterLicensee has commenced selling the articles and upon Licensor’’s written request, Licensee shall furnish without cost to Licensor not more than additional random samples of each article being manufactured and sold by Licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.
8. Labeling
(a) Licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the Name the notice ’Copyright(c)____________ (year)’ in connection with Name properties (e) and (f) inRider, paragraph 1, and any other notice desired by Licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. In the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the Name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. Each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the Name shall be submitted byLicensor for its written approval prior to use by Licensee. Approval byLicensor shall not constitute iver of Licensor’’s rights or Licensee’’sduties under any provision of this agreement.
(b) Licensee agrees to cooperate fully and in good faith with Licensorfor the purpose of securing and preserving Licensor’’s (or any grantor ofLicensor’’s) rights in and to the Name. In the event there has been noprevious registration of the Name and/or articles and/or any materialrelating thereto, Licensee shall, at Licensor’’s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of Licensor or, if Licensor so requests, inLicensee’’s own name. However, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Name, it being understood thatall rights relating thereto are reserved by Licensor, except for thelicense hereunder to Licensee of the right to use and utilize the Name only as specifically and expressly provided in this agreement. Licensee hereby agrees that at the termination or expiration of this agreement Licensee will be deemed to have a signed, transferred and conveyed to Licensor any rights, equities, good will, titles or other rights in and to the Name which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.
(c) Licensee hereby agrees that its every use of such name shall inure to the benefit of Licensor and that Licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such name.
9. Promotional Material
(a) In all cases where Licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by Licensee. All artwork and designs involving the Name, or any reproduction thereof, shall, notwithstanding their invention or use by Licensee, be and remain the property of Licensor and Licensor shall be entitled to use the same and to license the use of the same by others.
(b) Licensor shall have the right, but shall not be under any obligation, to use the Name and/or the name of Licensee so as to give the Name, Licensee, Licensor and/or Licensor’’s programs full and favorable prominence and publicity. Licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the Name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.
(c) Licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of Licensor, which approval Licensor may grant or withhold in its unfettered discretion.
10. Distribution
(a) Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.
(b) Licensee shall not, without prior written consent of Licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.
(c) Licensee agrees to sell to Licensor such quantities of the articles at as low a rate and on as good terms as Licensee sells similar quantities of the articles to the general trade.
11. Records
Licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and Licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of Licensor,Licensee shall at its own expense furnish to Licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by Licensee to the date of Licensor’’s demand. All books of account and records shall be kept available for at least __________ years aftr the termination of this license.
12. Bankruptcy, Violation, etc.
(a) If Licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month Licensee fails to sell any of the articles (or any class or category of the articles), Licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereof which have not been manufactured and distributed during such month, by giving written notice of termination to Licensee. Such notice shall be effective when mailed by Licensor.
(b) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against Licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any articles covered by this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of Licensor in writing, which they shall be obligated to follow.
(c) If Licensee shall violate any of its other obligations under the terms of this agreement, Licensor shall have the right to terminate t he license hereby granted upon ______ days’’ notice in writing, and such notice of termination shall become effective unless Licensee shall completely remedy the violation within the ______ day period and satisfy Licensor that such violation has been remedied.
(d) Termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which Licensor may otherwise have against Licensee. Upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable or avoidable.
13. Sponsorship by Competitive Product
In the event that any of the articles listed in paragraph 1 conflicts with any product of a present or future sponsor of a program on which the Name appears or is used, or with any product of a subsidiary or affiliate of such sponsor, then Licensor shall have the right to terminate this agreement as to such article or articles by written notice to Licensee In the event of such termination, Licensee shall have ________ days after the effective date of such termination to dispose of all of such articles on hand or in process of manufacture prior to such notice, in accordance with the provisions of paragraph 15. However, in the event such termination is effective as to all the articles subject to this agreement and the advance guarantee for the then current year has not been fully accounted for by actual royalties by the end of the _______ disposalperiod, Licensor shall refund to Licensee the difference between the advance guarantee which has been paid for such contract year and the actual royalties. The rend provision contained in the preceding sentence pertains only to termination occurring pursuant to this paragraph 13, and shall not affect the applicability of any other paragraph to such termination except as expressly contradicted herein.
14. Final Statement Upon Termination or Expiratio______ days before the expiration of this license and, in the event of its termination, ______ days after receipt of notice of termination or the happening of the event which terminates this agreement where no notice is required, a statement showing the number and description of articles covered by this agreement on hand or in process shall be furnished by Licensee to Licensor. Licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by Licensee to submit to such physical inventory by Licensor shall forfeit Licensee’’s right to dispose of such inventory, Licensor retaining all other legal and equitable rights Licensor may have in the circumstances.
15. Disposal of Stock Upon Termination or Expiration
After termination of the license under the provisions of paragraph 12,Licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. Notwithstanding anything to the contrary herein, Licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of Licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by Licensee from the quality and style approved by Licensor pursuant to paragraph 7.
16. Effect of Termination or Expiration
Upon and after the expiration or termination of this license, allrights granted to Licensee hereunder shall forthwith revert to Licensor,who shall be free to license others to use the Name in connection with the manufacture, sale and distribution of the articles covered hereby and Licensee will refrain from further use of the Name or any furtherreference to it, direct or indirect, or anything deemed by Licensor to besimilar to the Name in connection with the manufacture, sale or distribution of Licensee’’s products, except as provided in paragraph 15.
17. Licensor’’s Remedies
(a) Licensee acknowledges that its failure (except as otherwiseprovided herein) to commence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to Licensor.
(b) Licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale or distribution of the articles covered by this agreement or any class or category thereof at the termination or expiration of this agreement will result in immediate and irremediable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale or distribution,and Licensee agrees that in the event of such failure Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem just
and proper.
(c) Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which Licensor is entitled under this agreement or otherwise.
18. Excuse For Nonperformance
Licensee shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. In such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.
19. Notices
All notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.
20. No Joint Venture Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor in any manner whatsoever.
21. No Assignment or Sublicense by Licensee
This agreement and all rights and duties hereunder are personal to Licensee and shall not, without the written consent of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of law.Licensor may assign but shall furnish written notice of assignment.
22. No Waiver, etc.
None of the terms of this agreement can be waived or modified exceptby an express agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this agreement, which represents the entireunderstanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceeding to enforce any or all of such rights. No person, firm, group or corporation (whether included in the Name or otherwise) other than Licensee and Licensor shall be deemed to have acquired any rights by reason of anything contained in this agreement, except as provided in paragraphs 6 and 21.
In witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.
___________________, Licensor
By_________________
Title:_______________
___________________, Licensee
By_________________
Title:_______________
This Co-Sale Agreement (this ’Agreement’) is made and entered into as of _________,_________,_________(M/D/Y) by and between AAA USA, Inc., a _________(PLACENAME) corporation (the ’Company’), (ii) BBB, Inc. (’BBB’) and (iii) CCC(sb) (’CCC(sb)’).
A. Concurrently herewith, BBB and the Company are entering into that certain Agreement, dated as of the date hereof (the ’Principal Agreement;’ capitalized terms used herein and not otherwise defined shall have the meanings defined in the Principal Agreement), pursuant to which, among other things, BBB will acquire shares of Common Stock and Warrants in consideration of the license by BBB of the BBB Logos and the BBB Content and provision by BBB of certain broadcast advertising and promotion.
B. To induce BBB to enter into the Principal Agreement, CCC(sb) has agreed to enter into this Agreement and offer BBB the opportunity to participate in certain sales of his shares of Common Stock of the Company.
NOW THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
1. RIGHT OF CO-SALE.
1.1 Notice of Sales. In the event CCC(sb) proposes to accept one or more bona fide offers (collectively, the ’Purchase Offer’) from any persons to purchase from him shares of the Common Stock of the Company, he promptly shall give written notice (the ’Notice’) to BBB describing fully the Purchase Offer, including the number of shares of Common Stock proposed to be transferred (the ’Shares’), the proposed bona fide transfer price and the name and address of the proposed transferee. The Notice may be included as a part of any notice required to be given by CCC(sb) under Article Eight, Section 1 of the Company’s Bylaws.
1.2 Participation Right. To the extent that the Company and other stockholders of the Company have not exercised their respective rights of first refusal to purchase the Shares in accordance with Article Eight of the Company’s Bylaws, BBB shall have the right (the ’Participation Right’) to participate in CCC(sb)’s sale of the Shares under the terms and conditions specified in the Purchase Offer. To the extent BBB exercises its Participation Rights, the number of Shares which CCC(sb) may sell pursuant to the Purchase Offer shall be correspondingly reduced. The Participation Right of BBB is subject to the following terms and conditions:
(a) Number of Shares. BBB may sell its Pro Rata Share of the Shares covered by the Purchase Offer. BBB’s ’Pro Rata Share’ for purposes of this Agreement is that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Purchase Offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of Common Stock at the time owned by BBB and thedenominator of which is the aggregate number of shares of Common Stock at the time outstanding, assuming conversion of all outstanding preferred stock of the Company and the exercise of all options and warrants then outstanding.
(b) Exercise Notice. If BBB desires to exercise its Participation Rights, BBB shall provide CCC(sb), within thirty days after BBB’s receipt of the Notice, a written notice of such election (’Exercise Notice’) specifying the number of shares of Common Stock that BBB elects to sell pursuant to the Participation Rights. Each Exercise Notice shall be irrevocable, unless otherwise consented to by CCC(sb).
(c) Delivery of Certificates. BBB shall effect its participation in the sale by delivering to the Company promptly following exercise of its Participation Right, for delivery to the purchaser of the Shares at the closing of the transaction contemplated by the Purchase Offer, one or more certificates, properly endorsed for transfer, representing the number of shares of Common Stock which BBB has elected to sell pursuant to the Participation Rights.
(d) Transfer of Shares. The stock certificate or certificates which BBB delivers to the Company pursuant to Section 1.2(c) shall be delivered by the Company to the purchaser under the Purchase offer at the closing of the transaction contemplated by the Purchase Offer; and the Company shall receive on behalf of, and promptly remit to BBB, that portion of the sale proceeds which BBB is entitled to receive by reason of its participation in the sale.
(e) Closing. Whether or not BBB exercises its Participation Rights, the closing of the sale of the Shares subject to the Purchase Offer shall take place not later than one hundred twenty (120) days following the date the Notice was first delivered to BBB. At the closing, CCC(sb) may sell any Shares subject to the Purchase Offer as to which BBB has not exercised its Participation Rights; and, if BBB has exercised its Participation Rights, the consummation of such sale shall be subject to the sale by BBB at the closing of all shares of Common Stock which BBB has elected to sell pursuant to the Participation Rights. Any proposed sale on terms and conditions materially different from those described in the Notice, as well as any subsequent proposed sale by CCC(sb), will again require compliance by CCC(sb) with the provisions of this Agreement.
1.3 Termination. This Agreement and the Participation Rights granted hereunder shall terminate upon the first to occur of the following: (a) the tenth anniversary of the date of this Agreement;
(b) the execution of a written agreement to terminate this Agreement by CCC(sb) and BBB;
(c) the consummation of the first sale of securities of the Company to the public pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended;
(d) the first date on which BBB or any assignee to which such Participation Rights have been assigned pursuant to Section 2.1 hereof (i) own Common Stock representing less than 10% of the number of shares of the Company’s Common Stock that would be outstanding if all then outstanding shares of the Company’s convertible preferred stock were then converted into shares of Common Stock or (ii) hold less than 50% of the number of such Common Stock equivalent shares as are issuable to BBB pursuant to the Principal Agreement or any Warrants issuable thereunder; or
(e) upon the closing of (i) any consolidation or merger of the Company with or into any other corporation or corporations in which the holders of the Company’s outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the Company representing a majority of the voting power of all the Company’s outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions; or (iii) the sale of all or substantially all the Company’s assets.
2. ASSIGNMENT OF PARTICIPATION RIGHTS. The Participation Rights of BBB under Section 1 hereof may be assigned only to a BBB Assignee; provided, however, that no such assignment of any of such Participation Rights shall be effective against the Company or CCC(sb) until such time as the Company and CCC(sb) are given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further, that any such assignee shall receive such assigned Participation Rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 2.
3. LEGENDED CERTIFICATES.
3.1 Legend. Each certificates representing shares of the Common Stock now or hereafter owned by CCC(sb) shall be endorsed with the following legend: ’the sale or transfer of the securities represented by this certificate is subject to the terms and conditions of a certain co-sale agreement by and among the shareholder, the corporation and bbb, inc. copies of such agreement may be obtained upon written request to the secretary of the corporation.’
3.2 Removal of Legend. The legend required by Section 3.1 shall be removed upon termination of this Agreement in accordance with the provisions of Section 1.3.
4. GENERAL PROVISIONS.
4.1 Notices. All notices hereunder (including the Exercise Notice) shall be in writing and shall be given by (i) certified or registered mail, return receipt requested; (ii) hand delivery; or (iii) nationally recognized overnight courier service; a notice shall be deemed to have been given (a) when delivered by hand; (b) three days after mailing, in the case of certified or registered mail; and (c) one business day after being forwarded to a nationally recognized overnight courier service for overnight delivery; in each case correctly addressed to such party at its address set forth below or such other address as such party may specify by notice to the other parties hereto:
(a) if to the Company or CCC(sb), at _________(address); and
(b) if to BBB, at _________(address), Attention: _________.
4.2 Entire Agreement. This Agreement, together with all the Exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.
4.3 Amendments and Waivers. Any terms of this Agreement may be amended and the observance of any term of the Agreement may be waived (either generally or in a particular) instance and either retroactively or prospectively), with the written consent of CCC(sb) and BBB. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company, CCC(sb), BBB and their respective permitted transferees and assignees.
4.4 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of _________(PLACENAME) as applied to agreements among _________(PLACENAME) residents entered into and to be performed entirely within _________(PLACENAME), excluding that body of law relating to conflict of laws and choice of law.
4.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
4.6 Third Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.
4.7 Successors And Assigns. Subject to the provisions of Section 2, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.
4.8 Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.
4.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
In witness whereof, the parties hereto have executed this Co-Sale Agreement as of the date and year first above written.
AAA USA, INC. BBB, INC.
By: _________ By: _________
Title: ______ Title: ______
CCC(sb)
By: _________
This agreement is made and entered into by and between the parties concerned on_________,_________ in _________, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
1. The Parties Concerned
Party A:_________
Add:____________
Tel:_____________
Party B:_________
Add:____________
Tel:_____________
2. Appointment
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.
3. Commodity
“Golden Fish” Brand Washing Machines
4. Territory
In Singapore only
5. Minimum turnover
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.
6. Price and Payment
The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.
Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A ,which shall reach Parth A 15 days before the date of shipment.
7. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.
8. Market Report
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
9. Advertising and Expenses
Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement,and shall submit to Party A all audio and video materials intended for advertising for prior approval.
10. Commission
Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.
11. Transactions Between Governmental Bodies
Transactions concluded between govenmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.
12. Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.
13. Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
14. Termination
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
15. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
16. Arbitration
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught negotiation, the case shallthen be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.
Party A:_________ Party B:_________
(Signature) (Signature)
The research foundation of state university of NEW YORKand SPONSORR.F. Account #____________________
Made by and between the research foundation of state university OF NEW YORK, a nonprofit, educational corporation organized and existing under the laws of the State of New York, with its principal offices located at 35 State Street, Albany, New York 12207 (mailing address: Post Office Box 9, Albany, New York 12201 0009), hereinafter referred to as the “FOUNDATION,” acting on behalf of the State University of New York at ______________, hereinafter referred to as “UNIVERSITY,” and ________________, a corporation organized and existing under the laws of the State of __________________ , with its principal office located at _______________________, hereinafter referred to as “SPONSOR.”
WITNESSETH:
WHEREAS, SPONSOR and FOUNDATION have a mutual interest in promoting research related to _______________, hereinafter referred to as the “FIELD;” and
WHEREAS, ________________________________ of the State University of New York at _______________has developed expertise relating to the FIELD; and
WHEREAS, SPONSOR has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “PROJECT” which will be carried out by _________________________;
NOW, THEREFORE in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:
1.Scope of Work
The FOUNDATION agrees to use its best efforts to conduct and carry out the PROJECT described in the SCOPE OF WORK, Exhibit A, which is attached to and made an integral part of this Research Agreement.
2.Reports
During the term of this Research Agreement, FOUNDATION shall provide written reports to SPONSOR as specified in Exhibit A.
3.Compensation
[Fixed Price]
a) In consideration of research services to be performed pursuant to this Research Agreement, SPONSOR shall make fixed payments in the total amount of FEE DOLLARS.This amount shall be paid to FOUNDATION upon submission of invoices according to the following schedule:
__________ on execution of this Research Agreement
__________
b)An interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
[Cost Reimbursable]
a)In full and complete consideration of FOUNDATION’S performance under this agreement, the SPONSOR shall reimburse FOUNDATION for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ Dollars, which shall be spent in accordance with the Budget set forth in Exhibit A, attached hereto.Reimbursement shall be made to FOUNDATION upon submission of invoices to SPONSOR as provided below. FOUNDATION will submit [monthly; quarterly]an invoice or voucher of costs incurred by the FOUNDATION in the performance of this agreement and claimed to constitute allowable costs.Promptly after receipt of each invoice or voucher, SPONSOR shall make payment thereon.
b)An interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
4.Term
This agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.
5.Termination
Either SPONSOR or FOUNDATION may terminate this Research Agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. In the event of termination, SPONSOR shall reimburse FOUNDATION for contractual commitments and financial obligations incurred by FOUNDATION in performance of this Research Agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the FOUNDATION.
It is understood and agreed, however, in the event that FOUNDATION has evidence that SPONSOR is in default upon any of its obligations hereunder, FOUNDATION shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.Such termination shall be effective immediately upon receipt of official written notification from FOUNDATION.FOUNDATION shall also be entitled to pursue any rights or remedies which FOUNDATION may have against SPONSOR by reason of such default, and FOUNDATION may withhold any payments to SPONSOR for the purpose of set off until such time as the exact amount of damages may be determined.
6.Change in Project Director
If for any reason the FOUNDATION PROJECT DIRECTOR is unable to fulfill the responsibilities required to carry out this Research Agreement, the parties shall negotiate in good faith the continuance of this research PROJECT.However, if another principal investigator satisfactory to SPONSOR cannot be agreed upon, SPONSOR may terminate this Research Agreement.In the event of termination by SPONSOR, FOUNDATION shall be reimbursed for all costs it incurs in connection with this Research Agreement which arise from commitments made by FOUNDATION prior to receipt of notice of termination, provided the commitments cannot be terminated by the FOUNDATION.
7.Proprietary Information
It is understood that in the course of carrying out this Research Agreement, SPONSOR and FOUNDATION may wish to share proprietary information. The parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those individuals who have a need to know this information for purposes of carrying out their obligations in connection with this Research Agreement.
8.Publications
The FOUNDATION PROJECT DIRECTOR and/or FOUNDATION’S project staff shall have the right to publish the results of any research conducted under this Research Agreement.
9.Inventions and Licenses
a)FOUNDATION shall hold title to all inventions (including know how) which are discovered during the conduct of work under this Research Agreement utilizing FOUNDATION or State University of New York facilities.Said inventions are hereinafter referred to as “FOUNDATION inventions.”
b)No license or other rights in FOUNDATION inventions are given to or received by SPONSOR except as specifically provided for herein.
c)FOUNDATION hereby grants to SPONSOR a ___ day option to acquire an exclusive license to FOUNDATION inventions. The ___ day period of the option shall commence on the date of disclosure of FOUNDATION inventions to SPONSOR by FOUNDATION.Should SPONSOR exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.
d)SPONSOR agrees to reimburse FOUNDATION for all direct costs of patenting new technology developed under this Research Agreement if SPONSOR acquires rights in said technology.
e)If both SPONSOR facilities and FOUNDATION and/or State University of New York facilities are used in carrying out work which leads to an invention under this Research Agreement, the SPONSOR and FOUNDATION shall hold joint title to said invention.SPONSOR shall be entitled to exercise the option and licensing rights set forth above with respect to FOUNDATION’S interest in said joint inventions.
f)Inventions made using SPONSOR facilities exclusively shall belong to SPONSOR.
10.Assignment
a)Neither party may assign or otherwise transfer this Research Agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.However, SPONSOR may assign or transfer its interest in this Research Agreement as long as such assignment or transfer is accompanied by a sale or other transfer of SPONSOR’S entire business or other business to which this Research Agreement relates. A party desiring to assign or transfer this Research Agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.If no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.However, an assignment or transfer shall not be deemed to be approved unless the party to which this Agreement is assigned agrees in writing to be bound by the terms and conditions of this Research Agreement.
b)This Agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.
11.Notice
All notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. Said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:
If to SPONSOR:
ADDRESS
If to FOUNDATION:
The Research Foundation of State University of New York
Office of Sponsored Program Services
Post Office Box 9
Albany, New York12201-0009
Attention:Contract and Grant Specialist
Any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.
12.Binding Effect
This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.
13.Governing Law
This Research Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York, U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.
14.Modifications
This agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.
15.Severability
The provisions of this Research Agreement are separable, and in the event any provisions of this Research Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
16.Indemnification
SPONSOR hereby agrees to indemnify FOUNDATION for any claims or actions that are brought against FOUNDATION by third parties because of SPONSOR’S use or misuse of the reports or technology which are provided to SPONSOR in connection with this Research Agreement.
17.Use of Name
SPONSOR and FOUNDATION agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.
18.Entire Agreement
This agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.
19.Order of Precedence
In the event of any inconsistency between clauses 1-19 of this Research Agreement, and the attached Exhibit A, the inconsistency should be resolved by giving precedence to clauses 1-19.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.
THE RESEARCH FOUNDATION OFSPONSOR
STATE UNIVERSITY OF NEW YORK
By:_______________________ By:______________________
Title:_____________________ Title:___________________
Date:______________________ Date:____________________