Commission Processing Contract
EX-10.25 10 v112040_ex10-25.htm Unassociated Document
Exhibit 10.25
English Translation of Chinese Version
Commission Processing Contract
Party A: Nanning Coca-Cola Beverages Co. Ltd.
Party B: Nanning Taoda Beverage Co. Ltd.
Whereas, Party A grants to Party B the right to process bottled water products under the brand (INTENTIONALLY DELETED). Party B agrees to process bottled water products for Party A under the brand (INTENTIONALLY DELETED). The Parties hereby agree as follows:
1. | Party B acknowledges and agrees that processing, including but not limited to, the processing facility, packaging materials, must comply with the local laws and regulations. Party B further agrees that the product quality shall conform with the most recent standards issued by Coca-Cola (China) Beverages Co. Ltd, as amended from time to time (the “Standards”). |
2. | Part B acknowledges and agrees to provide the best price for the processing to Party A and its affiliates during the term of this Agreement. |
3. | Party B shall produce and process the specific amount of bottled water products according to Party A’s notice. Party B shall return an acknowledgement to Party A with 48 hours of the receipt of such notice. If Party B does not return such acknowledgement within 48 hours, Party A’s notice shall be deemed as effective. |
4. | Party B shall produce the bottled water product in according with the Standards and Party A shall have the right to inspect and examine Party B’s facilities, equipments and bottling methods utilized in the processing. |
5. | Party B shall not disclose any information related to the products processing and quality control to any third party without Party A’s prior written consent. |
6. | Party B shall not infringe, or assist any third party to infringe, any copyrights, trademarks of Party A (“Intellectual Property”). In the event Party B infringes such Intellectual Property, Party B shall be responsible to any damages caused to Party A. Party A may, in its sole discretion, terminate this Agreement. |
7. | Party A may terminate this Agreement with prior thirty (30) day written notice in the event that the market condition affects Party A’s needs on the products. |
8. | In the event that this Agreement is terminated during its term, 1) Party A shall pay Party B for the amount of products that Party B has produced and processed; 2) all materials provided by Party A shall be returned to Party A; 3) any other materials that Party B purchased under the request of Party A shall be returned to Party A and Party A shall pay Party B for such materials; and 4) Party B shall be solely responsible for any materials purchased not requested by Party A. |
English Translation of Chinese Version
9. | Under no circumstance may Party B retain any materials containing Party A’s trademarks, except specifically allowed under this Agreement. |
10. | Party B shall produce and process the products requested by Party A with priority. Party B may not process other products for any third party without Party A’s prior consent. |
11. | Party A shall deliver the products to such location as designated by Party B. |
12. | Party A shall make monthly payments to Party B, based on the amount of the products supplied by Party B. |
13. | The term of this Agreement shall commence on January 1, 2006 and shall terminate on December 31, 2007. The Parties may extend this Agreement for another one (1) year. |
14. | In the event that Party B does not deliver the products within seven (7) days of the scheduled date, Party A shall have the right to choose Party B’s affiliate or other third party to perform this Agreement. Party B shall be responsible for any of Party A’s additional costs. In the event that Party B does not deliver the products within fifteen (15) days of the scheduled date, Party A shall have the right to terminate this Agreement and Party B shall be responsible for any of Party B’s damages thereof. |
15. | In the event that Party B’s products do not meet the Standards, Party B shall destroy all such products and be responsible for any damage thereof. |
16. | Any dispute arising from this Agreement shall be determined by the People’s Court sitting in the city where Party A is located. |
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