大家帮我看看这个合同我翻译的对不对，另外能不能签 - 外贸英语 -
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& 大家帮我看看这个合同我翻译的对不对，另外能不能签
UID 383888
福步币 79 块
阅读权限 60
大家帮我看看这个合同我翻译的对不对，另外能不能签
一个俄罗斯的客户在给我下订单之前传了一份英俄双语的合同，让我们签字进行长期合作，因为涉及到违约责任，我需要比较谨慎所以请各位高手帮小弟看看翻译的是否正确，并且该合同哪几条能不能签，签了对我们是否会陷入被动局面。首先付款方式的一些问题我自己也会提出，请问大家遇到这样的合同会怎样对待呢？
XXX Co.,Ltd, China, hereinafter referred to as “Supplier” in person of General Manager XXX&&on one hand and “New Line Fabrics Ltd”, Russia, hereinafter referred to as “Buyer” in person of General director&&Levintov Mark on the other hand, conjointly called “Parties” have concluded the present Contract for the following:
1. Subject of the Contract
1.1. The Supplier and the Buyer agreed for business based on FOB Shanghai (in accordance with INCOTERMS-2000), the goods defined in attached Specifications, which are integral part of the present Contract
卖家和买家同意fob的合作方式，产品要加上详细的规格描述
1.2. The Buyer has exclusive right for sale of the goods, mentioned in the Specification to the present Contract, in the territory of Russian Federation, Ukraine, Belorussia, Kazakhstan..
买家在俄罗斯及联邦共和国有该产品的专有销售权，这点需要在合同中提及。
& && &2. Prices, Total value of the Contract.
2.1.& & & & All prices are quoted in U.S. Dollars
所有的产品需要美金报价
2.2.& & & & The marking and packing materials have no commercial value.
产品的记号及包装材料无商业价值
2.3. Prices for each item and the range of items to be supplied are established by the Parties in the Specification to the Contract.
每个产品的价格必须在合同中提供
2.4. Total value of the Contract is 200 000 (two hundred thousand) U.S. Dollars.
合同的总价值是20万美金
2.5. In case of needed increase of the value of the Contract, the Supplier and the Buyer shall conclude an Appendix to the Contract where the value of the Contract is increased.
万一需要增加合同的价值时，卖方和买方需要在合同附属说明合同增加价值的地方
3.& & & & Payment terms
3.1. Payments for each batch of the goods under the present Contract are effected in US Dollars by T/T. Each order payment is 10% deposit of the total amount of the order’s value and the balance payment within 14 working days from receipt of copy of B/L from the Supplier in accordance with commercial Invoice issued by the Supplier.
付款方式采用美金T/T方式，每个订单预付10%订金，余款在收到提单传真件后14天内付款并且卖方在商业发票签字后。
3.2 Date of payment shall be the date at which cash assets are being written off from The Buyer’s account for payment against the Contract. Bank commission for money transfer is for the Buyer’s account.
付款日期要以现金从买家账户被提取时算起
4. Delivery conditions
4.1. The goods are to be supplied in batches based upon Specification, which is signed by both parties and constitutes an integral part of the present Contract.
产品要按照合同签署规格型号成份生产及发货
4.2. The goods should be produced and ready for shipment within 25 calendar days from the date of 10% advance payment of the total amount of the Specification receipt to the Supplier’s account
在收到订金后25天内发货
4.3 Together with the goods the Supplier submits the following original documents to the Buyer: invoice, packing lists, certificate of origin, export declaration.
卖方必须同货物一起给买房提供，发票，装箱单，原产地证，出口申报单
4.4. Supplier is responsible for inappropriate documents execution mentioned in&&the p. 4.3 and for&&confidence of information which is specified in these documents and B/L: metеrage and weight of goods.
一旦发现4.3的各种文件和提单及形式发票在米数，克重等方面有不相匹配的数字，卖方需要承担责任
4.5. Within 3 days after the Supplier got the full payment for the shipped goods, Supplier should send by express mail original copies of documents mentioned in the p. 4.3&&to the Buyer&&postal address: 111622, Moscow, B.Kosinskaya str., 27,bld.V. and pass Bill of lading to shipping line and make Telex Release for Buyer
在收到大货全额款项的时候，卖方要在3日内将4.3中提及到的相关文件的原件快递发往莫斯科总部。
4.5&&The tolerance is 10%, just meaning the production’s quantity could more or less 10% according to the buyer’s order.
数量的偏差允许最多10%
4.6 The Supplier should get the confirmation from the Buyer to ship goods to port of&&loading. The Supplier doesn't have right to load goods out the ware house without permission of the Buyer.
卖方需要向买方索取目的港等信息，卖方在没有买方允许的时候不允许在卸货的时候将货物拿出包装箱。
5. Quality of the goods
5.1. The quality of the goods must be according to the Master samples approved by both parties.
产品的质量必须经双方确认和标准样品的质量一致。
5.2 Master samples should be done from the first production branch.
在第一次生产之前需要打样。
5.3 The Supplier should send Master samples for approval to the Buyer before the first shipment.
在第一次出货前，卖方要把标准样品发给买方进行确认。
If the Buyer has dispute about the master samples and prototype (the first supplier’s samples on its base the order is placed) by quality or color the Buyer has the right to ask to reproduce the first order or&&some colors from the first order in shortest time.
如果买家觉得大货样和原样在颜色和质量上有所不同，买家有权力要求卖家在短时间内重新生产。
5.4 Quality of the goods is acceptable if there are&&not more than 3 kinks in 1 roll. It is not acceptable&&the following defects: holes, lack of yarn , dirty, several pieces in one roll, color difference in accordance with Master sample.
如果1卷布，不超过3出疵点可以被接受，如果出现破洞，断线，污浊，拼匹，颜色和确认的大货样不同是不能被接受的。
[ 本帖最后由 scholar123 于
12:59 编辑 ]
UID 383888
福步币 79 块
阅读权限 60
6. Acceptance of the goods
6.1. The Buyer is to accept the goods with regards to number of packages and packing quality within 7 working days since the goods have been imported into Russian Federation (date of the import Customs declaration), otherwise, it is regarded as the buyer accept the number of packages and packing quality of the goods.
货物在送往俄罗斯的时候，买家需要在 7天内确认货物的件数和包装问题，逾期就当作买家默认包装质量和货物件数。
6.2. The Buyer is to accept the goods with regards to item quantity and quality of the goods during 6 months from the date the goods have been imported into Russian Federation (date of the import Customs declaration), otherwise, it is regarded as the buyer accept the quantity of the goods.
货物在送往俄罗斯的时候，买家需要在6个月内确认货物质量和米数，逾期就当作买家默认货物质量和米数。
6.3. The acceptance of each consignment is carried out according to the Detail Packing list issued by the Supplier.
交货的确认以卖家写的码单为准。
6.4. In case of inconsistency in quantity or quality of the goods, the Buyer has the right to claim to the Supplier for compensation of defected goods or shortages.&&In case of inconsistency in quality the buyer should send the photos of defected goods to the Supplier. All evidence of inconsistency in quality of the goods should be convinced by the Supplier.
一旦出现质量和数量不一致的地方，买家有权利要求卖家 补偿次品的米数和缺少的米数。一旦出现质量问题，买家需要将次品布的照片发给卖家，所有关于质量上不一致的证据都要由卖家亲自确认。
6.5. The Supplier is to be examined the inconsistency in quantity or quality within fifteen (15) working days since the date of&&Buyer issue note of defected goods or shortages to the Buyer. Should the Supplier fail to send a reply on expiration of the said period, the inconsistency in quantity or quality of the goods will be considered as admitted by the Supplier, and the Buyer has the right to deduct the compensation from future payments for the goods.
在买家对卖家发出客诉单关于有缺陷的部分和少米数的情况，卖家需要在15天之内检查并核实。卖家逾期没有做出答复视为默认接受补偿，买家将在下笔货款中扣除有缺陷的部分和少米数的部分的款项。
6.6 Acceptance of the goods with regards to quality and quantity of the goods can be held at factory in China before goods departure including weekend. The Supplier must provide the Buyer conditions to inspect quality of ordered goods. The Buyer has right to select goods and accord permission to load only qualitative goods. Defected rolls will not be shipped. Thereafter the Buyer will not pay for defected goods.
生产出来的货物先放在工厂，卖家必须按照买家的要求检验货物，买家有权只选择质量好的产品，有缺陷的布匹不会被运输，买家也不会对有缺陷的产品付款。
Article 7. Sanctions
7.1. In case of any delay in delivery of the goods as compared with the time stipulated in the present Contract clause 4.2, the Supplier will pay to the Buyer a penalty at the rate of 0.01 % of the value of non-delivered goods (sum of invoice) for every commenced day of delay, up to a maximum of 20% of the total amount of not shipped goods.
根据4.2所示的一旦卖家拖延交期导致，需要赔偿一定的罚金，就是每天支付总货款的0.01%，最多为总货款的20%
7.2 In case of the delay in delivery of the goods more than two (2) months of the time stipulated in the present Contract, the Buyer may cancel the present Contract. In case of such cancellation of the present Contract, the Supplier has to pay all payments did by the Buyer according to the clause 3.1. of the present Contract and pay all agreed penalties and damages, suffered by Buyer, during ten (10) banking days since buyer confirm the cancellation of the present contract, also the buyer should show the sufficient evidence about their damages.
7.3 In case of any delay in payment as stipulated in the present contract clause 3.1., buyer need pay supplier the balance money with interest at these delay time. Date of payment shall be the date from 14 days after B/L date, but not more than 2 month. Otherwise, supplier has the right to cancel the contract and claim for compensation to buyer about the damages caused by delay of payment above 2 month.
一旦逾期2个月未交货，买家有权取消订单，卖家需要退还全部订金并且支付所有的罚金和损失。在买家确认合同取消的10个银行工作日起，买家需要以充足的证据来证明他们损失的数目。
7.4. Supplier takes financial responsibility for all expenses, which are caused by incorrect information specified by Supplier in documents (see clause 4.4), while goods examination in port of loading, on the board Finland-Moscow and in custom authorities in Russia.
当货物在装货港检查，在运输途中，和在目的地时，如果发现如4.4中的不正确信息导致的增加额外费用需要由卖家承担。
8. Disputes and differences
8.1. All disputes and differences, which may arise from the present Contract or in connection to it, shall be settled by means of negotiations.
关于本合同引发的争论和冲突需要由双方协商解决
8.2. Should both Parties fail to reach an agreement, a case shall be submitted to the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russia, Moscow.
协商失败交由国际商务仲裁法庭和莫斯科工商联合会
8.3. The award of the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russia, Moscow, shall be final and binding upon the both parties.
国际商务仲裁法庭和莫斯科工商联合会具有最高判决权
& && && && && && &&&
& &&&9. Force-Majeure
9.1. The Parties bear no responsibility for the non-performance of the obligations under the present Contract if such non-performance resulted from circumstances of irresistible force (force-majeure), such as earthquakes, floods, fires, military operations, strikes and other circumstances which couldn’t be foreseen by The Parties at the moment the Contract was concluded or cannot be prevented during its validity period. Force-majeure does not include any non-performance of the obligations by The Parties for any other reason than was already mentioned in this paragraph or absence of material for producing the goods in the market. But except that if supplier has evidence against that the supplier’s market has stopped to produce this product material.
由于环境出现的不可抗因素导致的违约，双方不需要履行责任：如：地震，洪水，火灾，军事冲突，罢工以及双方不能预测和不能控制的情况。不可抗因素不包括合同中已经提及的不履行合同义务的情况，以及卖家因市场缺乏原材料导致的违约，除非卖家有证据能证明确实是由于市场问题导致的本次停产。
9.2. A Party for which performance of an obligation became impossible is to notify the other Party in writing about the beginning, expected time of duration and cessation of the above circumstances immediately but not later than 3 calendar days from the time of their beginning. Failure to notify or untimely notification deprives of the right to refer to any of above circumstances as a reason relieving from ability for non-performances of any obligation.
如果一方在本次合同中可能出现一些在生产上的困难需要提前通知另一方，如果发生问题后需要在3个工作日内通知，这种环境问题不需要追求违约责任。
9.3. If the impossibility of complete or partial performance of an obligation lasts for more than 3 months both Parties shall have the right to cancel the Contract totally or partially, having performed the Contract obligations which had appeared before the beginning of force-majeure circumstances.
如果由于不可抗因素导致的3个月内无法履行全部的或部分的合同责任，双方可以取消部分或者全部的合同，只履行发生不可抗因素之前的的责任。
9.4. The certificates issued respectively by the Chamber of Commerce either in the country of the Supplier or the Buyer shall be a sufficient proof of the existence of such circumstances.
要有当地商会出示的证明来确认确实发生了这样的不可抗拒因素。
10. Other provisions.
10.1. None of the Parties is entitled to transfer their rights and obligations under the present Contract to a third party without a written consent to it from the other Party.
在没有另一方书面确认的时候，任何一方不得将该合同的权利和义务转嫁第3方。
10.2. All alterations and amendments to this Contract are valid only if made in writing and duly signed by both Parties.
关于该合同的更改要双方确认并进行准确的文字修改。
10.3. The Parties shall treat the subject matter of the present Contract as confidential.
这份合同双方应该视为机密。
10.4. The Contract is made in duplicate, each in both languages Russian and English, both texts and Contract copies have equal legal validity.
这份合同应该一试两份，俄语和英语，2份具有同样法律效应。
10.5. The Contract comes into effect from the date of its signing and is valid until 31.12.2010. If none of the Contract Parties expresses a will to terminate the Contract within the last 30 calendar days of its validity period, the present Contract shall be automatically prolonged for next calendar year.
合同从签字起生效到 ，如果30天之内没人提出终止合同，此合同将继续延长到下一年。
UID 905899
积分 11482
福步币 44 块
阅读权限 80
太多了，没看.T/T10%也太少了，收到货款25天出货也太苛刻了，不知道你们什么产品呢。
UID 1087051
积分 16925
福步币 25 块
阅读权限 80
来自 zhejiang
your translation is okay. You got it right. For business consideration, you should consult your boss.
(Ad Hoc Judge)
人生自是有情痴 此恨不关风与月
UID 393505
积分 102089
福步币 51 块
阅读权限 120
来自 ST, GD
实在要保险& &合同中说明如有争执 以中文版本为准
UID 383888
福步币 79 块
阅读权限 60
俄罗斯那边一直说 要用英文跟俄文的版本。这个怎么跟他说呢
UID 1105622
阅读权限 40
回复 #6 scholar123 的帖子
合同翻译的不错啊！谢谢分享了！
还有，同意3楼的看法！
UID 497970
福步币 4 块
阅读权限 25
这个合同翻译的不错嘛
当前时区 GMT+8, 现在时间是
Powered by D1scuz! && 2001-高分跪求英文文献翻译，不要在线翻译器翻译的_百度知道
高分跪求英文文献翻译，不要在线翻译器翻译的
hot summer and cold winter, cold, and moderate (Fig, and few residential buildings are equipped with air conditioning. According to the national “Standard of Climatic Regionalization for Architecture” GB 5], especially in winter, the average monthly temperature is 1: in the very cold zone, China is divided into the following zones based on climate characteristics, the primary requirement is heating, the major requirement is air conditioning. The availability of heating and air conditioning depends on several factors, both air conditioning and heating are needed, the availability of energysupplies, followed by air conditioning, and requirements for environmental protection. In general, the major requirement is heating, both heating and air conditioning are needed, and few residential buildings require heating. In some parts of the moderate zone. Air conditioning and heating requirements for different zones are as follows.5 degrees higher than those other areas. 1); in JC lower than that of other areas of the world at the same latitude, the average monthly temperature in China in January is 10–18 &#; in other parts. In the hot summer and cold winter zone, heating is needed. In the cold zone: very cold. In the hot summer and warm winter zone, hot summer and warm winter, including the degree of economic development in an areaChina covers a vast geographical area, and the temperature difference from the north to south is very large
其次是空调;C比世界其他地区低：在非常寒冷的地区。在炎热的夏季和冬季温暖地带，取暖需要。在寒冷地带，平均气温为1月3日至2月5日度高于其他地区。在供暖和空调的可用性取决于几个因素，主要要求是加热，包括取暖和空调是必要的，从北到南温度差异非常大，能源供应用品，在中国每月平均气温将在1月同纬度10月18日&#9702，尤其是在冬季。一般来说。在温和的区的一些地区，冷，夏热冬冷，和中度（图1），中国分为气候特点为基础的下列区域，主要要求是空调和一些住宅楼宇需要加热，空调和取暖需要，包括经济发展程度的地区，在7月份，很少有住宅楼宇配备了空调，主要的要求是加热，夏热冬暖。空调和不同的区域供热要求如下。根据国家“标准建筑气候区划为”绿化]：非常冷中国覆盖广泛的地理区域，在其他地区。在炎热的夏天冬冷地区
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RESTATED AND AMENDED LICENSE AGREEMENT
LICENSE AGREEMENT,
as of December 1, 2010, by and between MULAN PROMOTION CO,LTD, a Japan Limited Li Company [after "Licensor"], and EASEPAL ENTERPRISES LTD., a China Limited Li Company [after "Licensee"]as follows:
本许可协议由日本木兰推广有限责任公司（以下简称许可人）与中国模具制造有限责任公司（以下简称被许可人）签订，于日生效。协议内容如下：
1. Licensor is the
of certain artwork designed by Licensor for the art of Illustrator [the "Artwork"] and is the owner of
property rights in and to the names "Kagaya" and the right of publicity in and to those names and their images, likenesses, voices, signatures and visual s thereof. Licensor is the owner of the trademark "Kagaya" which trademark
is understood not encompass "Knink" .
许可人是由其设计的作为插图说明的特定艺术品的创造者和"Kagava"名称的知识产权的所有者，并对名称、图像、类似图像、声音、特征和可视图像享有公开的权利。许可人是"Kagava"商标的所有人，此处的商标不包括"Knink"。
necessary, Licensee shall
trademark,thename "Kagaya" for the licenser's benefits. "Kagaya", shall after collectively be referred to the "Trademarks."
在必要的情况下，被许可人可以为了许可人的权利对"Kagaya"商标分别登记注册，在此统称为商标。
interest in any of the Artwork,propertyrights or Trademarks, whether now or
existing, is being transferred
and,other than that set forth in this Agreement, all rights to, interest in and
relating to the Artwork, property rights and Trademarks belong
ly to Licensor.
除所有权以外的艺术品的财产权或商标权，不论是否存在，或者被转让，除本协议规定外，所有权利、利益和与艺术品相关的商誉权、财产权、商标权只属于许可人。
2. Subject to the limitations set forth , Licensor
grants to Licensee an
license to, at its , design, manufacture, , , sell, at ,
retail or through the internet (including the right to
In-Store shops), and
(sometimes through third parties) throughout the world products
such artwork and/or
trademark(s) of Licensor [after "Licensed Products"] with the express
products set forth below in this
which are excluded from the scope of this Agreement
and from the license being granted :
除本协议规定的其他限制性条款外，许可人授权被许可人独占享有在产品的自由裁量、设计、制造、推广、宣传、销售、批发、零售及网络渠道（包括经营商店的权利），向世界各地分发（有时通过第三方）许可人的该种艺术品和商标（以下简称许可产品），本条款明确规定了被排除在本协议和授权许可的范围之外的这些产品：
Books, Postcards, Jigsaw puzzles s, Paintings in frame, CD/DVD, Poster, Crystal straps , File folders, Floating action pen , Art bandanna, Handy towel Projector key ring, Calendar Essential oils , Bottle rocker , Cell-phone straps ,Jacket
, Snow board , Figure art. Except that, certain al use of the trademarks shall be permitted on shopping bags, napkins, ceramics as used in the operation of a cafe,
packaging of authorized products, and any ancillary use in the ation of an excepted product hereunder.
书籍，明信片，拼图海报，装帧绘画，CD/DVD，广告画，水晶肩带，文件夹，浮动无定位笔，艺术手帕，手持毛巾投影钥匙扣，日历精油、摇滚瓶、手机带，夹克笔记本，雪板，数字艺术。除上述以外，某些商标的推广使用将被允许在购物袋，餐巾纸，陶瓷，如用在咖啡馆经营，授权产品纸板包装，以及任何在本合同项下的例外产品开发配套使用。
3. Licensee within" One Hundred and Twenty (120) days of the
date of this , will
of the Artwork from Licensor who shall deliver the Artwork to Licensee in catalogued form through the use of scanned images and general s of each scan. Such
of scanned images shall serve as a quality control
and as a grant of
to use the
catalogued Artwork in all product categories permitted by this A unless, certain scanned images are ally excluded from use in
product categories in .
自本协议生效之日起一百二十天内，被许可人应当确认许可人提供的艺术品的接收，并通过扫描图像和每个扫描的描述记录在编目表中。这种释放扫描图像将作为质量控制的审查，并作为本协议所允许所有产品类别的具体编目的作品授予;除非某些扫描的图像特别是从具体产品类型中使用排除在外。
a. It is the
of Licensor to provide al" target="_blank" title="a.附加的，额外的"&al seasonal artwork to licensee during the term of this Agreement, using the same quality control protocol as above, provided, however, that Licensor shall be under no
to do so. Should Licensor fail to provide al" target="_blank" title="a.附加的，额外的"&al seasonal artwork, Licensee shall have the right to serve ninety (90) days written notice upon Licensor to provide al" target="_blank" title="a.附加的，额外的"&al artwork or Licensee may
the Agreement.
在本协议有效期内，许可人可以向被许可人提供额外的季节性艺术品，参照上述同样的质量控制协议规定，但是，许可方没有义务这样做。如果许可人拒绝提供额外的许可季节性艺术品，被许可人有权以服务九十天（90）书面通知许可人要求其提供额外的艺术品或终止该协议。
b. Licensee, from time to time, may also , under the terms of this , artwork submitted by other astronomical
["Community Artwork"]. Licensor has the right to
or dis such Community Artist or Community Art which
or dis shall be provided by Licensor to Licensee within thirty (30) days of the
of the proposed Community Artist or Community Artwork by Licensee. Any such Community Artwork or Community Artist shall be identified by
first to the name of the Licensor and then the name of the Licensee. (i.e., "Kagaya, Community Artist Collection.").Further, Licensor has the right to
granted to Licensee for good faith business reasons by providing written notice that Licensee cease the ation of such Community Artist or Community Artwork within ninety (90) days of
of such written notice to Licensee.
根据本协议条款，被许可人有时可以采用其他插图画家提供的艺术品（社区艺术作品）。许可人有权批准或者不批准此种社区艺术家或者社区艺术作品并应当在被许可人提供社区艺术家身份或艺术作品后的三十天内做出批准或者不批准的决定。任何此类社区艺术作品或社区艺术家应当以许可人和被许可人的名称予以识别。另外，基于诚信经营许可的理由，许可人有权撤销先前的授权，书面通知被许可人终止社区艺术家或社区艺术作品的使用，书面通知应当在九十天内送达被许可人。
request, Licensee shall permit Licensor or its duly authorized representative the right to
the labels and tags on the" goods offered pursuant to this Agreement.
基于合理的要求，被许可人应当允许许可人或者其授权代表有权检查依照本协议提供的商品的标签。
5. When requested ,Licensee agrees to send s of
and al material, as well as goods and al and
or sold under the Trademarks, and any other documents that may permit Licensor determine whether the goods directions d by licensor.
在许可人请求的情况下，被许可人同意提供广告和宣传材料样品，以及商品和促销和广告材料轴承的商标或出售，以及任何其他文件，可能允许许可决定货物是否方向许可方的批准。
6. All licensed products containing Community Artwork shall be d on a season to season basis, in advance and in , by Licensor provided that such
shall be provided within Fourteen (14) days of , which
shall not be unreasonably . The
of Licensor to either
or dis any particular product
for the Community Artwork within fourteen (14) days of its
shall be deemed to be an express . However, Licensor shall have no
rights over any licensed products, which izes the Artwork. Upon
by Licensor of the use of Community Artwork in a particular class of use, the further consent or
of Licensor is not necessary in
with the ation of that particular use.
7. The cost of developing and producing designs, including graphics designs, for licensed products shall be borne by Licensor and Licensee shall hold Licensor
there from.
8. Licensee shall have the right to determine its own product planning and sales and
9. Any artwork,
and al materials involving a trademark of licensor, but not designed by Licensor, shall be d, in advance and in , by licensor provided that such
shall be provided within fourteen (14) days of
and shall not be unreasonably . The
of Licensor to either
or dis any such proposed artwork,
and/or al materials within ten days of
shall be deemed to be an express .
10. Licensor shall
the right to develop, sell and
present products, provided, however, that Licensee shall have the right of first
to make and sell and
such products. Licensee may exercise this right of first
by giving written notice to Licensor within 30 days after
of a detailed
of any such present products
from the Licensee in a written . The
to give notice of the exercise of the right of first
within said 30 days shall be deemed to be a waiver of the right of first
by the licensee. It is also understood that products of a
or use expressing the personal creativity of Kagaya himself of a non-classic astronomical design nature are exempted from this .
11. Licensee shall pay Licensor a
set forth below. Payments shall be calculated in U.S. dollars using the exchange rate for the fifteenth (l5th day of the
month (or the next business day if any such day falls on a
or on a holiday) as set forth in the U.S. Edition of the Wall Street Journal and shall be wired to a bank
of Licensor to be provided.
a. Royalties shall be paid from Net FOB Sales (terms of FOB is according to Incoterms2000) ("Net Sales") of licensed products as follows:
* 2% of the net sales.
b. Annual Net Sales shall be calculated on an
December 1 and
December 30 of the
c. The term "Net Sales" shall be defined as the Free On Board sales(terms of FOB is according to Incoterms2000) of licensed products less i) refunds, allowances, markdowns, credits, al items and allowances
made or allowed to customers for returned products, ii)
trade discounts (including anticipations) afforded to and
taken by customers against
for licensed products and iii) sales, use or value added tax assessed on sales (only where
and ally excluding any , remittance, gross s or incomes taxes).
d. "Net sales" shall also include
sales of licensed products to an entity
for Internet sales.
12. With respect to royalties received by Licensee from sub-licensees, Licensee shall pay to Licensor a
equal to 2% of such sub-licensee's net sales
on a Cash basis. Should Licensee receive a sub-licensing fee in
, such sub-licensing fee shall belong
to Licensee. The Net Sales attributable to the sale of any Community Art shall also bear
rate of 2% payable to the Licensor. In , the sales of any Trademark Derivatives (means a newly created label that is based on or derives out of the ation of "Kagaya" "Zodiac" or "Knink" any
or abbreviation thereof) shall bear a
rate of 2% payable to the Licensor. Private label sales made as a result of Intellectual Property and any styles used by Licensee that are copied from any Kagaya designs are to be reported
rate of 2%.
13. All royalties,
of source, shall be paid on a
basis as follows:
2010 December 1 through 2011 November 30
2011 November 30
2011 December 1 through 2012 November 30
2012 November 30
2012 December 1 through 2013 November 30
2013 November 30
2013 December 1 through 2014 November 30
2014 November 30
2014 December 1 through 2015 November 30
2015 November 30
of royalties, Licensee shall
and, no later than 30 days following the close of each year, provide
reports and associated documentation as required by Licensor to legal
for Licensor.
14 Licensee shall have the right to
sub-licensees and to enter into sub-licensee Agreements for the design, manufacture, , , sale and/or
of the licensed products provided that all such licensees shall present evidence of issuance of " target="_blank" title="n.责任 负债"&li insurance to Licensor, as a named co-insured, " target="_blank" title="n.责任 负债"&li insurance in the
of $5,00O,0000- Aggregate and $2,000,000-per
for clothing and
products and $10,000,000-
and $3,000,000 per
for motorcycles and
or other sporting products. Sub-license Agreements may not confer any rights upon the sub-licensee, which are greater than those rights of Licensee hereunder. Upon the
of a sub-license Agreement, Licensee shall provide Licensor with a copy of any such Agreement.
understood that Licensee shall be
for any sub-licensing
and nothing within any sub-license Agreement or sub-licensing
shall alter the rights of Licensor hereunder including the rights to
s of licensed products.
/ b. It is
understood that Licensee may not have an interest, either directly or , in any sub-license Agreement, without the express written consent of licensor. Notwithstanding, Licensor
agrees that Licensee may enter into a sub-license
with Easepal Enterprises Ltd (" Easepal"), covering the territory of Global countries , or any other after formed entity controlled by the Licensor or any of its principals, provided, however, that royalties to be paid to Licensor by Licensee thereunder shall be based on combined sales of EASEPAL and Licensee and any of its sub licensee affiliates in
rates set forth in
(12) above.
understood that Licensee shall not have the right to sub-license, present products
the Kagaya trademarks without the express written consent of Licensor.
15. Licensee shall keep
and complete books of
and records with respect to all transactions relating to or arising out of this license Agreement. Such books and records shall be maintained
from the books and records of Licensee with respect to any other business conducted by Licensee. Licensee shall permit Licensor, or its designated agent(s), to have full
to such books and records to examine and copy, at Licensor's expense, all of such books and records as they
to this Agreement. Such
shall be on a
basis not to
one day per month. Licensor shall have the right to such-ion during
business hours without prior notice. All of the books and records of Licensee as they
to this Agreement shall be ed by Licensee for a period of four years after the expiration of this Agreement or, in the event of a
between parties and suit is filed, two years after the entry of a final judgment. The
by Licensor of any statements, reports and/or s from Licensee shall not
a waiver by Licensor of the right to question the
of any of the books, records or s by Licensee. This right of ion shall apply to books maintained by Licensee in Global country and in countries other Licensee shall provide Licensor with the
of all such books and records in order that Licensor may make ions hereunder.
16. In the event that Licensor discovers a discrepancy in the books and records of Licensee and/or an under by Licensee, and the Licensee is in
with such discrepancy, the cost of any such ion or
shall be borne by Licensee, and Licensee shall have 30 days from the
of written notice from Licensor to correct such books and records and to pay any monies due plus a 2%
on s due. Failure to do so shall
a default hereunder. In the event the Licensee does not agree with such discrepancy, the
shall be submitted to a
Justice or Judge who shall arbitrate pursuant to the
set forth in SINGAPORE INTERNATIONAL ARBITRATION CENTRE (SIAC) and render a final,
award over such . Discovery shall be
to requests for production of documents. The
shall be entitled to recover its costs and
attorney's fees arising therefrom.
17. In the event an ion or
of the books and records of Licensee
an over the
of such over shall be credited against the next future
of royalties to Licensor.
18. Licensee shall carry, at its sole expense, a
of product " target="_blank" title="n.责任 负债"&li insurance of not less than $2 million during the term of this license Agreement that shall remain in force and effect for a period of three years following the
of this Agreement. Said insurance
shall name Licensor and the trademarks of Licensor as al" target="_blank" title="a.附加的，额外的"&al insureds. Proof of said insurance shall be provided to licensor no later than September 30, 2011 Failure to do so shall give Licensor the right to declare a default hereunder.
19. Licensee shall
with all laws in china w they are qualified to do business where such laws
of the Licensee to conduct business in that particular laws In the event Licensee is not in compliance with the laws of any particular laws w it is conducting business, it shall have ninety (90) days after written notice of such
to cure any
of the law after notice of such
has been provided by the local
or Governmental agency.
20. Licensor shall, at its sole expense, defend and indemnify any action that is based upon a claim that any trademark of Licensor s an infringement of any other existing trademark or other property right belonging to a third party and shall indemnify and hold Licensee
there from. Licensee shall co with Licensor in any such legal . Choice of legal
for the defense of such action shall be with the Licensor.
21. Licensor shall, at its sole expense, defend any action that is based upon a claim that any
of Licensor or of the activities of Licensee as contemplated by this Agreement s an infringement of any other existing
or other rights of a third party and shall indemnify and hold Licensor
there from. Licensee shall co with Licensor in any such legal . Choice of legal
for the defense of such action shall be with the Licensor.
22. The term of this Agreement shall be Five years commencing December 1, 2010 and terminating November 30, 2015. Provided that Licensee is not in default, Licensee shall have the right upon no less than 90 days written notice to Licensor to renew this Agreement for
Five year terms upon the same terms and conditions.
23. In the event of a material
of any term or condition of this Agreement, the ing or defaulting party shall have 30 days upon
of written notice to cure said default or . Should the defaulting or ing party fail to cure within said 30-day period, the injured party shall have the right to
this Agreement.
24. At the
of this Agreement and any
period thereof or upon other
of this Agreement, any and all rights licensed to Licensee hereunder shall immediately
and all such rights shall
back to Licensor.
25. In the event of a
of Licensee, whether
or in, insolvency, or an ment" target="_blank" title="n.分配；分派；任务"&ment of the benefits of creditors of Licensee, this Agreement shall be
d. Not less than forty-five (45) days prior to the expiration of this
or within five (5) days after the
of licensees rights under this
Licensee shall
to Licensor a
listing its inventory of products on hand ("Remaining Inventory"). Licensee shall have 180 days after
or expiration of this
to sell of any and all Remaining Inventory.
26. This Agreement shall be construed in
with the laws of china. In the event of any
between the parties hereto, the SINGAPORE INTERNATIONAL ARBITRATION CENTRE (SIAC) shall have
. In the event of a
of this Agreement and suit is filed, the injured party is entitled to seek all
remedies and
including compensatory damages, equitable
including an , punitive damages where
and all other
pre-trial and post-trial remedies. The
party shall be entitled to recover of its costs of suit and
attorneys fees both at the trial level and on appeal.
27. This Agreement may not be modified unless
and signed by each party hereto.
28. The waiver by either party of any term or
of this Agreement or the waiver of any
thereof shall not be deemed to be waiver of any other term or
or the waiver of any
29. In the event any term or
of this Agreement is deemed unenforceable by a court of
, the remaining terms and s shall remain in full force and effect.
30. All notices hereunder Shall be
and shall be either
served by first class mail addressed, unless ly indicated, as follows:
Licensor: MULAN PROMOTION CO,LTD
Licensee: EASEPAL ENTERPRISES LTD
31. Licensee shall not
any of its interest in or rights to this Agreement without the express written consent of Licensor, which consent Shall not be unreasonably . Any such ment" target="_blank" title="n.分配；分派；任务"&ment without written consent shall be null and void.
understood that this Agreement does not create a
nor any other business
between Licensor and Licensee other than a license Agreement.
33. This Agreement shall supersede any prior and/or existing s between the parties hereto.
34. This Agreement may be executed in counter-parts. Executed counter-parts of this
transmitted by facsimile shall have the same force and
effect as that of each party's original signature.
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