INTELLECTUALPROPERTIES LICENSE AGREEMENT

Fujian Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

Address:

Jiangtou village, Chendai town, Jinjiang, Fujian province

AILIBAO (FUJIAN) MARKETING MANAGEMENT CO.,LTD

Address:

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

 

Jiangtou Village, Chendai Town, Jinjiang City

1.

Licensee is a wholly foreign-owned enterprise duly established and validly existing in the PRC;

2.

Licensor is a limited liability company duly established and validly existing in the PRC;

3.

It is agreed by both Parties that Licensor will license the Intellectual Properties (as defined in Section 1.1) to Licensee under the terms and conditions of this Agreement.

1.1

License of the Intellectual Properties

 

In accordance with the terms of this Agreement, Licensor agrees to license to Licensee, Licensee agrees to accept the license of all intellectual properties owned by Licensor, including but not limited to all or any part of the intellectual properties listed in Exhibit (such Exhibit will be updated from time to time) (the “Intellectual Properties”), or the right to conduct business operations with these Intellectual Properties.

1.2

Nature

1.3

Limitation

1.4

Licensor’s Consent

 

Unless otherwise agreed by the Parties, the license granted hereunder is royalty-free.

3.1

Except for Section 3.2, each Party shall keep confidential any confidential material or information, which is disclosed to the other Party due to acceptance of the Intellectual Property, (“Confidential Information”) and part of the Intellectual Properties under this Agreement, which is not available to the public. Once this Agreement is terminated, such Party shall return to the other Party as per its request, or to destroy or delete in a manner agreed by the other Party any document, material, software or other tangible media bearing such Confidential Information and shall cease to use such Confidential Information. Unless otherwise agreed by a Party in prior written form, the other Party shall not disclose, provide or transfer such Confidential Information. Each Party shall take all necessary measures to disclose such Confidential Information only to Licensor’s employees, agents or professional consultants necessary to know such Confidential Information and procure such employees, agents or professional consultants to observe the confidentiality obligations under this Agreement.

3.2

The afore-mentioned restrictions are not applicable to :

 

3.2.1

information or material which has already become available to the public at the time of disclosure;

 

3.2.2

information or material becomes available to the public after the disclosure not due to the fault of a Party;

 

3.2.3

information or material which is known to a Party before the disclosure and is not acquired from the other Party directly; or

 

3.2.4

the Confidential Information required to be disclosed to government authority, stock exchange and etc. as requested by laws or court decrees, or be disclosed to its legal counsel or financial consultant in the ordinary course of business by either Party.

3.3

The Parties agree that this Section shall survive the modification, rescission or termination of this Agreement.

4.1

Licensor hereby represents and warrants that:

 

4.1.1

It is a company duly established and existing under the laws of the PRC;

 

4.1.2

It has requisite corporate power to execute and perform this Agreement, the execution and performance of which are within its business scope. It has taken all necessary corporate actions, is duly authorized and has obtained the consent and approval from any third party or government authority. Neither execution nor performance of this Agreement does or will violate any applicable law or any contract having binding force on it;

 

4.1.3

This Agreement will constitute a legal, valid and binding obligation which is enforceable against it;

 

4.1.4

It is the legal owner of the Intellectual Properties under this Agreement.

 

4.1.5

It will timely execute all documents and handle or assistant in handling all formalities in respect of the Intellectual Properties licensed under this Agreement as Licensee deems necessary.

4.2

Licensee hereby represents and warrants that:

 

4.2.1

It is a company duly established and existing under the laws of the PRC;

 

4.2.2

It has requisite corporate power to execute and perform this Agreement, the execution and performance of which are within its business scope. It has taken all necessary corporate actions, is duly authorized and has obtained the consent and approval from any third party or government authority. Neither execution nor performance of this Agreement does or will violate any applicable law or any contract having binding force on it;

 

4.2.3

This Agreement will constitute a legal, valid and binding obligation which is enforceable against it.

5.1

Licensor agrees, during the term of this Agreement and after the expiration thereof, not to pose any objection to any right in connection with the Intellectual Properties licensed to Licensor and the validity of this Agreement or to conduct any action or omission which is considered by Licensee to impair or possibly impair such rights and license.

5.2

Licensor agrees to provide assistance for Licensor so that Licensor implements the rights of the Intellectual Properties under this Agreement and other relevant rights. In case there is any claim by any third party with respect to the Intellectual Properties, Licensee, in its sole discretion, may answer the claim in the name of itself, Licensor or both. In case of any third party’s infringement of the Intellectual Properties, Licensor shall immediately inform Licensee of the infringements in witting within its knowledge; only Licensee is entitled to determine whether to take actions against such infringements.

5.3

Licensor agrees not to use such Intellectual Properties in a method, by which, at discretion of Licensee, the Intellectual Properties or the good wills of either Party will or may be impaired.

8.1

This Agreement shall come into effect as of the date first above written in this Agreement. Unless otherwise this Agreement is terminated by its terms, the term of this Agreement shall be ten (10) years.

8.2

Upon the expiration of this Agreement, the term of this Agreement shall be renewed automatically for ten (10) years, unless Licensee gives Licensor a three (3) months’ prior notice in writing that this Agreement shall not be renewed.

10.1

Unless renewed in accordance with this Agreement, this Agreement shall terminate at the expiration date of this Agreement or the termination date of Licensor’s right in the license hereunder of the Intellectual Properties, which is the earlier.

10.2

During the term of this Agreement, neither Party may terminate this Agreement unless otherwise agreed by the Parties. Licensee is entitled to terminate this Agreement at any time in a method or a thirty (30) days’ prior notice in writing to Licensor.

10.3

Sections 3, 5, 14 and 15 shall survive the termination or recession of this Agreement.

11.1

“Event of Force Majeure” means any event that is unforeseeable or beyond the reasonable control of the Party affected and cannot be prevented with reasonable care, which includes but is not limited to the acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. However, deficiency of credit, fund or financing shall not be deemed as the item out of reasonable control of the Party. The Party affected by an Event of Force Majeure who claims to be exempted from performing any obligations under this Agreement or under any section herein shall notify each other Party promptly of such exemption.

11.2

When performance of this Agreement is delayed or prevented due to an Event of Force Majeure defined as the above, the Party affected by such Event of Force Majeure shall be exempted from any liability under this Agreement to the extent of such delay or prevention. The Party affected shall take proper measures to decrease or diminish the impacts from such Event of Force Majeure and make reasonable and practicable efforts to resume the performance delayed or prevented by the Event of Force Majeure, so that it may be exempted from performing such obligations to the extent of the part of the obligations delayed or prevented. Once the Event of Force Majeure ceased, the affected Party shall make its best endeavors to resume the performance of this Agreement.

Licensor:

Fujian Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

Address:

Jiangtou village, Chendai town, Jinjiang, Fujian province

 

Fax:

0595-85192329

Telephone:

0595-85196329

Addressee:

Ding Baofu

Licensee:

AILIBAO (FUJIAN) MARKETING MANAGEMENT CO.,LTD

Address:

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

Fax:

0595-85192329

Telephone:

0595-85196329

Addressee:

Lam Mei Ying

 

Unless otherwise agreed by Licensee in prior written form, Licensor shall not transfer any right and obligation under this Agreement, or license the Intellectual Properties under this Agreement to any third party in any form, or take any other action which might affect the rights of Licensee under this Agreement.

14.1

The Parties shall strive to settle any dispute arising from the interpretation or execution of this Agreement through negotiation in good faith. In case no settlement can be reached through consultation, each Party may submit such dispute to Xiamen Arbitration Commission for arbitration in accordance with its then-current and effective arbitration rules. The arbitration shall be conducted in Chinese. The arbitration award shall be final and binding upon the Parties.

14.2

Each Party shall continue to perform its obligations in good faith in accordance with this Agreement except for the matters in dispute.

 

The Parties acknowledge that they enter into this Agreement in good faith on the basis of equality and mutual benefit. In case any provision or regulation of this Agreement is ruled illegal or unenforceable under the applicable law, it shall be deemed to be excluded from this Agreement and be null and void, as if such provisions had never been included in this Agreement. However, the balance of this Agreement will remain in force and this Agreement shall be deemed as without such provisions from the beginning. The Parties shall replace the deemed-deleted provisions with lawful and valid provisions acceptable to the Parties through amicable consultations.

 

Any non-exercise of any right, power or privilege hereunder shall not be deemed as a waiver thereof. Any single or partial exercise of such rights, powers or privileges shall not exclude one Party from exercising any other rights, powers or privileges.

 

This Agreement shall be made in English, with two [2] originals.