《Agreement【实用九篇】》

时间：2026-04-05 14:17

Agreement（精选9篇）

Agreement 篇1

合同号：_______

No：___________

日期：_________

Date：_________

为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：

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（以下称甲方）：_____________

销售代理人（以下称乙方）：_________

甲方委托乙方为销售代理人，推销下列商品。

Supplier: （hereinafter called “party A”）____________

Agent:（hereinafter called “party B”）________________

Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.

2. 商品名称及数量或金额

Commodity and Quantity or Amount

双方约定，乙方在协议有效期内，销售不少于_______的商品。

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

Territory

只限在___________

In ___ only______

4. 订单的确认

Confirmation of Orders

本协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方签订的销售协议书中作出规定。

The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.

5. 付款

Payment

订单确认之后，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、不可撤销的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。

After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.

6. 佣金

Commission

在本协议期满时，若乙方完成了第二款所规定的数额，甲方应按装运货物所收到的发票累计总金额付给乙方________%的佣金。

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 against the shipments effected.

7. 市场情况报告

Reports on Market Conditions

乙方每3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他供应商的类似商品样品及其价格、销售情况和广告资料。

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 similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.

8. 宣传广告费用

Advertising & Publicity Expenses

在本协议有效期内，乙方在上述经销地区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。

Party B shall bear all expenses for advertising and publicity within theaforementioned 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

Validity of Agreement

本协议经双方签字后生效，有效期为_______天，自________至________。若一方希望延长本协议，则须在本协议期满前1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。

This Agreement, after its being signed by the parties concerned, shall remain in force for________ days from ________ to _______ If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.

10. 仲裁

Arbitration

在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商达不成协议，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。该委员会的决定是终局的，对双方均具有约束力。仲裁费用，除另有规定外，由败诉一方负担。

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 Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision 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. 其他条款

Other Terms & Conditions

(1) 甲方不得向经销地区其他买主供应本协议所规定的商品。如有询价，当转达给乙方洽办。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予乙方________%的佣金。

Party A shall no t supply the contracted commodity to any other buyer(s) in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, 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 Confirmation and give Party B________% commission on the basis of the net invoice value of the transaction(s)concluded.

(2) 若乙方在_______月内未能向甲方提供至少订货，甲方不承担本协议的义务。

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) 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。

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) 本协议受签约双方所签订的销售确认条款的制约。

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_________签订，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：________ 乙方：_________

（签字）（签字）

Party A:_______ Party B:________

(Signature) (Signature)

Agreement 篇2

1.Definition.

’ABC’ shall mean ABC (China) Electronics, Ltd. ’Customer’ shall mean the customer named in the Agreement; and ’Product’ shall collectively mean the Equipment and Software which ABC and Customer agree to be serviced pursuant to this Service Agreement. Such Product is listed on the first page of this Agreement.

2.Acceptance.

The terms and conditions set forth on all twelve pages of this Agreement is an offer to purchase Service by Customer which shall become a Service Agreement when acknowledged in writing by ABC’’s Service Department; and the banking, negotiation or other use of any payment shall not constitute an acceptance by ABC. It is agreed that Service shall be provided only on the terms and conditions contained in this Agreement. ABC shall not be bound by terms and conditions in Customer’’s purchase order or elsewhere unless expressly agreed to in writing. Both parties to this Agreement agree that upon acceptance by ABC’’s Service Department, ABC’’s interest in the Agreement is assigned to ABC, Inc. (MINC).

3. Service Defined

ABC agrees to provide service for the Customer for the Product listed on the first page of this Agreement. Such Products shall be serviced according to the terms and conditions on all twelve pages of this Agreement (’Service’). The Service shall begin and end on the dates set forth on the first page of this Agreement. ABC shall also Service other Product manufactured by MINC. or MINC’’s subsidiaries and purchased by customer during the term of this Agreement on the same terms and conditions set forth in this Agreement at the then current service fees for such Product. Upon delivery of such other Product to Customer, service fees for Service of such other Product shall be added to the billing cycle following expiration of the labor warranty on such other Product. In the event of loss, damage, theft or removal from Service of any Product, Customer shall immediately report the loss, damage, theft or removal in writing to ABC. In this event, Customer’’s obligation to pay service fees with respect to any such Product shall terminate at the end of the month in which ABC receives such written report.

Mobile Product shall be removed and reinstalled in different vehicles at Customer’’s request for the service fee in effect at the time of Customer’’s request.

This Agreement does not include service of any transmission line, antenna, tower or tower lighting, unless such work is described on the first page of this Agreement. Service shall include the labor and parts required to repair Product which has become defective through normal wear and usage. This does not include consumable and their installation. Service does not include the repair or replacement of Product which has otherwise become defective, including, but not limited to, damage caused by accidents, physical or electronic abuse or misuse, acts of God, fires or other casualty. Service performed for non-covered repairs shall be billed at ABC’’s above contract rate applicable for such Service. Product under contract must be maintained in environmental conditions as set forth in the Product specifications and damage resulting from environmental conditions not conforming to the specifications is not covered by this Agreement.

Where telephone lines and Product are used in conjunction with ABC maintained Product, ABC shall have no obligation or responsibility for such telephone lines or Product but shall, upon request, assist the Telephone Company in repairing such upon payment at the appropriate above contract rate.

Customer shall indicate on the first page of this Agreement any Product which is intrinsically safe so that appropriate parts and procedures may be used to maintain such status.

At the expiration of twelve (12) months after the commencement of Service hereunder (or any time thereafter), if Product cannot in ABC’’s opinion be properly or economically repaired, because (but not limited to) excessive wear, deterioration or unavailability of parts, ABC at its sole option, upon thirty (30) days prior written notice to Customer sent by certified mail, may either: (1) remove such Product from this Agreement; or (2) may increase the price to Service such Product. Customer shall have thirty (30) days from receipt of notice of price increase to object to such increase. If Customer properly objects to such increase, ABC shall then have the option to remove such Product from coverage by this Agreement. Customer’’s obligation to pay Service fees with respect to Product removed from this Agreement shall terminate at the end of the month during which such Product is removed.

The Product shall be serviced by ABC in accordance with the following standards: (i) ABC parts or parts equal quality shall be used; (ii) the Product shall be serviced at levels set forth in ABC’’s product manuals; and (iii) routine service procedures prescribed from time to time by ABC for its Product shall be followed.

5. Time And Place of Service.

Service shall be done at the location specified on the first page of this Agreement. Where Service is to be performed at the location of the Product, Customer shall furnish shelter, heat, light and power at these locations, Customer shall notify ABC immediately of Product failure, allow ABC full and free access to the Product, and cooperate fully with ABC in ABC’’s servicing of the Product. Waiver of liability by ABC against Customer or other restrictions shall not be imposed by Customer as a site access requirement. Customer shall allow ABC full and free access to the Product. Customer shall allow ABC to use necessary machines, communications, facilities, features and other product (except as normally supplied by ABC) at no charge. Mobiles and removable Product shall be delivered by Customer to the ABC Service Center indicated on the first page of this Agreement.

Hours of Service under this Agreement shall be the normal working hours, excluding holidays, of ABC’’s Service Center unless otherwise indicated on the first page of this Agreement.

6. Payment/Taxes.

Each payment is due on or before the date set forth on the first page of this Agreement. ABC may terminate this Agreement by giving Customer ten (10) days notice by certified mail if Customer defaults in its payment to ABC. Customer shall reimburse ABC for all property taxes, sales and use taxes, excise taxes, and the taxes or assessments now or hereafter imposed by authority of any National or Local law, rule or regulation with respect to the Service of the Product except income taxes or other legally reimbursable taxes of ABC.

7. Right to Subcontract.

ABC shall have the right to subcontract in whole or in part the Service called for by this Agreement. ABC shall notify Customer of the name and address of each subcontractor.

8. Revision of Fees.

Prior to an Anniversary of the ’Expiration Date’ indicated on the first page of this Agreement, ABC may revise the Service fees set forth on the first page of this Agreement by giving Customer written notice of the amount of the increase at least sixty (60) days in advance of that Anniversary date. Upon receipt of any such notice, Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to ABC sent by certified mail to the address indicated in this Agreement; otherwise the new fees shall become effective on the Anniversary date. In the event of such termination, all accrued and unpaid charges shall be due and payable immediately upon termination.

9. Automatic Renewal.

After the Expiration Date indicated on the first page of this Agreement, this Agreement shall continue for successive additional periods of one year, provided that either ABC or Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to the other party sent by certified mail to the address indicated in this Agreement.

10. Interruption of Service.

Customer shall notify the servicing agency in the event of the failure of any Product. If the servicing agency fails to repair the Product within a reasonable time, Customer shall notify the ABC office designated by ABC. After said notice from Customer to the servicing agency and to the ABC office designated by ABC, ABC shall be liable for any interruption or interference affecting the use or transmission through the Product maintained to the extent of a pro rata allowance based on the monthly service fee for the time such interruption or interference is attributable to the fault of ABC or its subcontractor. ABC does not assume and shall have no ability under this Agreement for failure to provide or delay in providing service for the Product due directly or indirectly to causes beyond the control of ABC, including, but not restricted to, acts of God, acts of the public enemy, acts of the PRC, the United States, any State, Territory of the United States, or any political subdivision of the foregoing, or the District of Columbia, acts of failure to act of the Customer, its agents, employees or subcontractors, fires, floods, casualty, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather conditions or defaults of ABC subcontractors due to any such causes.

11. Warranty Limitations.

Except As Specified in This Agreement. ABC Disclaims All Warranties, Express or Implied, Including, Without Limitation, the Implied Warranties of Merchantability and Fitness for A Particular Purpose. In No Event Shall ABC Be liable for Incidental or Consequential Damages to the Full Extent Such May Be Disclaimed by Law.

12. SRRC or MPT and Other Government Matters.

Although ABC may assist in preparation of the SRRC or MPT license application, Customer is solely responsible for obtaining any licenses or other authorizations required by the State Radio Regulatory Commission (’SRRC’) or Ministry of Post and Telecommunication, or any other National and/or Local governmental agency. Customer is solely responsible for complying with applicable SRRC or MPT rules and regulations and the applicable rules and regulations of any other National and/or Local governmental agency. Neither ABC nor any of its employees is an agent of Customer in SRRC or MPT or other governmental matters. ABC, however, may assist in preparation of the SRRC or MPT license application at no charge to Customer.

13. Entire Agreement.

Customer acknowledges that it has read and understands the terms and conditions of the Agreement and agrees to be bound by them, that it is the complete and conclusive statement of the agreement between the parties and that this Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and all understandings and agreements, oral and written, heretofore made between ABC and Customer, are merged in this Agreement which alone fully and completely expresses their agreement.

14. Amendment.

No modification of or additions to this Agreement shall be binding upon ABC unless such modification is in writing and signed by the ABC Division Service Vice President authorized to make such revisions and an authorized agent of Customer.

15. Validity.

If any term or provision of this Agreement shall to any extent be held by a court or other tribunal to be invalid, void or unenforceable, then that term or provision shall be inoperative and void insofar as it is in conflict with law, but the remaining terms and provisions of this Agreement shall nevertheless continue in full force and effect and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid, void or unenforceable.

16. Headings.

Section and paragraph headings used in this Agreement are for convenience only and are not to be deemed or construed to be part of this Agreement.

17. Law.

This Agreement and the Rights and Duties of the Parties Shall Be Governed and Interpreted in Accordance With the Laws of the PRC.

18. Assignment.

No assignment or transfer, in whole or in part, of this Agreement by Customer shall be binding upon ABC without its prior written consent.

19. Waiver.

Failure or delay on the part of ABC or Customer to exercise any right, power or privilege under this Agreement shall not operate as a waiver of any right, power or privilege of this Agreement.

20. Time To Sue.

Except for money due upon an open account, no action shall be brought for any breach of this Agreement more than two (2) years after the accrual of such cause of action except where a shorter limitation period is provided by applicable law.

21. Language.

This Agreement is executed in both Chinese and English versions. In case of any discrepancy, the English version shall prevail.

Agreement 篇3

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：

Agreement 篇4

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.

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.

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:_______________

Agreement 篇5

This agreement is entered into this (Day, Month & Year) by and between (Name and Complete Address of Sponsor) (hereinafter referred to as Sponsor) and Kansas State University, 2 Fairchild Hall, Manhattan, KS, 66506-1103 (hereinafter referred to as the University).Work will be performed at Kansas State University in the Department of (Dept. Name).

Whereas, the project contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor and will further instructional and research project objectives of University in a manner consistent with its status as a non-profit, tax-exempt educational institution.

Now, therefore, the parties hereto agree as follows:

1.STATEMENT OF WORK.

The University agrees to use its best efforts to perform the project as described in Appendix A hereof.

2.PRINCIPAL INVESTIGATOR/PROJECT DIRECTOR.

The project will be directed by (PI/PD Name).If, for any reason, (s)he is unable to continue to serve as principal investigator/project director and a mutually acceptable successor is not available, University and/or Sponsor shall have the option to terminate said program in accordance with Clause 15 - TERMINATION.

3.PERIOD OF PERFORMANCE.

The project shall be conducted during the period of (Start Date and End Date) and will be subject to renewal only by mutual agreement of the parties.

4.PROJECT COSTS AND PAYMENT.

In consideration of the foregoing, Sponsor will pay University for costs incurred in the performance of the project, without an itemized accounting. Payment shall not exceed the total estimated cost of (Enter Amount).Sponsor shall make payment (within thirty (30) days of the receipt of an invoice from University)or (shall pay $___________upon the full execution of this agreement and $__________ on or about [date]).

5.REPORTS.

Brief progress reports of the project will be made periodically by University to Sponsor and a final report will be rendered on completion of the project.During the term of this Agreement, representatives of University will consult and/or meet with representatives of Sponsor to discuss progress and results, as well as on going plans of the project and University will provide project information to Sponsor as reasonably requested.

6.FACILITIES.

The University will provide the utilities and office, laboratory and field space needed for the project.

7.PROPERTY.

All equipment detailed in the project budget and purchased from this fund shall be the property of the University.

8.PUBLICITY.

Sponsor will not use the name of University, nor of any member of Universitys project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of University.University will not use the name of Sponsor, nor any employee of Sponsor, in any publicity, advertising, or news release without the prior written approval of Sponsor.

9.INSURANCE.

University represents that it has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by University.The University has no liability insurance policy as such that can extend protection to any other person.

10.BACKGROUND INTELLECTUAL PROPERTY.

“Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software.

Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project.Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose.Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.

11.PROJECT INTELLECTUAL PROPERTY.

“Project Intellectual Property” means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this Agreement.

Ownership of Project Intellectual Property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own expense.Jointly made or generated Project Intellectual Property shall be jointly owned by the Parties unless otherwise agreed in writing.The Parties agree to disclose to each other, in writing, each and every Invention which may be patentable or otherwise protectable under the United States Patent laws in Title 35, United States Code.The Parties acknowledge that they will disclose Inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing party.All written disclosures of such Inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 U.S.C. 205.

Sponsor shall receive the first option to negotiate for a license to commercialize the Project Intellectual Property of University, subject to any rights of the Government therein.Sponsor is hereby granted an exclusive option to negotiate the terms for a license to Project Intellectual Property of University, for an initial option period of three (3) months after such invention has been reported to Sponsor.

The terms of subsequent licensing agreements for University owned and/or Jointly owned Intellectual Property will be negotiated in good faith and by mutual agreement by the Parties to this Agreement.

12.CONFIDENTIALITY/PUBLICATIONS.

During the term of this Agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all confidential Background Intellectual Property and Project Intellectual Property of a party, as well as all other Confidential Information of a party disclosed by that party to the other in connection with this Project.Neither party will use, disclose or grant use of such Confidential Information except as required to perform under this Agreement.Each party will use at least the same standard of care as it uses to protect its own Confidential Information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such Confidential Information.Any student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing party’s Confidential Information and must agree with those restrictions before being allowed access to the Confidential Information.Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information.

Either party may publish its results from this project.However, the publishing party will provide the other party a thirty (30) day period in which to review proposed publications, identify proprietary or confidential information, and submit comments.The publishing party will not publish or otherwise disclose proprietary or confidential information in accordance with the procedures described in this article and the publishing party will give full consideration to all comments before publication.Furthermore, upon request of the reviewing party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a Patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.

13.MODIFICATION.

Any agreement to change the terms of this Agreement in any way shall be valid when the change is made in writing and approved by authorized representatives of the parties hereto.

14.REPRESENTATIVES.

Designated representatives for the parties are:

Sponsor:University:

If TechnicalNamePrincipal Investigators Name

AddressKansas State University

TelephoneAddress

Manhattan, KS______

_________

If ContractualNamePaul R. Lowe

AddressKansas State University

Telephone2 Fairchild Hall

Manhattan, KS_____

_________

15.TERMINATION.

Performance under this Agreement may be terminated by Sponsor upon a thirty day advance, written notice.In the event of early termination of this Agreement by Sponsor, Sponsor shall pay all costs accrued by University as of the date of the notice of termination, including non-cancelable obligations, which shall include all non-cancelable contracts and fellowships or postdoctoral associate appointments called for in Appendix A.In addition, Sponsor will pay all other reasonable costs incurred by the University during the time period between the notification date and the termination date, which are necessary to terminate the project.Any obligation of sponsor for fellowships or postdoctoral associates shall end no later than the end of Universitys academic year following termination.Reimbursement for incurred costs and obligations will not exceed the total estimated project cost as shown in Clause 4.

Performance may be terminated by University upon a thirty day advance, written notice if circumstances beyond its control preclude continuation of the project.

IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year first written above.

SPONSOR:KANSAS STATE UNIVERSITY:

__________________________________________

By: Paul R. Lowe

Title: Assistant Vice Provost for Research

Agreement 篇6

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: _________

Agreement 篇7

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

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. :___________________________

Signed by the Agent :________________________

Estate Agent’s Licence

Individual No. :_____________________________

Received from the Purchaser the initial deposit of HK$ (cheque no. )

Agreement 篇8

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 篇9

Party A:_________

Address:_________

Party B:_________

Address:_________

Both parties of Party A and Party B have signed the Translation Service Contract based on the principle of friendly cooperation and mutual development. The articles are as follows:

1.Party A entrusts Party B with the translation service. Party A shall provide legible documents in time and give clear requirements and control the translation quality of Party B.

2.Party B shall complete the translation work in time and deliver the translation by printed hard copy and a relevant disk within the agreed date （with the exception of the delay caused by Force Majeure）. Details about the delivery time will be discussed between the two parties. For the urgent request， the delivery time will be discussed accordingly between the two parties.

3.Party B shall keep confidentiality of any documents provided by Party A and can not disclose to the third party.

4.Calculation of the load of translation: For electronic documents， the translation load shall be based on the statistics of the computer （Chinese Version Word20__ “Chinese characters not including blank spaces ”）. For printed documents， the translation load shall be calculated according to lines of Chinese characters （the original printed copy）， i.e. lines × rows.

5.Party B will charge the translation project from Party A with favorable price: For English-Chinese RMB /_________Chinese characters and marks（More than_________Chinese characters and marks）.

6.Party B can evaluate and notice Party A the estimated translation fee before the launch of the project. Party A shall pay to Party B the amount of translation fee according to the actually calculated load of translation （as specified in Clause 4 of this Contract）.

7.Party B promises to provide necessary modifications to the translation documents free of charge after the delivery.

8.Terms of payment:

Party A should pay Party B 50％ of the total payment when the translated document is delivered（on the same day）.

The remaining 50％ will be paid fully within_________days. When the payment is not received in _________days， a late payment charge of _________‰ daily is applied.

9.Party B shall guarantee that the quality of the translation and relevant service be up to the received evenhanded standard of the translation industry. In case any disputes arising from the quality of the translation material， it shall be settled through the judgment of a third party agreed by the two parties or apply to arbitration directly.

10.This contract is written in duplicates， one for each party and shall come into force after being signed and sealed by both Party A and Party B.

Party A（signature）:_________ Party B（signature）:_________

Date:_______________________ Date:______________________

《Agreement【实用九篇】》

Agreement 篇1

Agreement 篇2

Agreement 篇3

Agreement 篇4

Agreement 篇5

Agreement 篇6

Agreement 篇7

Agreement 篇8

Agreement 篇9

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