SUPPLEMENTALAGREEMENT

THIS SUPPLEMENTAL AGREEMENT  (this “Agreement”) is made and entered into as of this November 19, 2009 (the “Effective Date”), by and between Winder Electric Co., Ltd., a company organized under the laws of the People’s Republic of China (the “PRC”) (“Licensee” or “Winder”) and individuals and entities as set forth in Schedule A  hereto (collectively, the "Licensors").

A.           Licensors owned patents as identified in Schedule B hereto (the “Patents”) and the owners of the trademarks identified in Schedule C hereto (the “Trademarks”), which are used in connection with the business of Deer Consumer Products, Inc., a Nevada corporation (“Deer”), and its wholly owned subsidiaries, Winder, and Delta International, Ltd, a company organized under the laws of the People’s Republic of China (“Delta”) and a wholly owned subsidiary of Winder.

B.           Licensee and Licensors have previously entered into a series of agreements (the “Initial Agreements”) whereby Licensors transferred the Patents and Trademarks to Licensee.

C.           Until the transfer of the Patents and Trademarks have been approved by State Intellectual Property Office of the PRC and the Trademark Office of the State Administration of Industry and Commerce of the PRC (the “Official Approval”), the Licensees have user rights with respect to such intellectual property.

D.           In order to clarify the terms of the user rights granted to the Licensee in the Initial Agreements, the Licensors and Licensee are entering into this Agreement.

E.           The Licensors further want the ownership of any and all patents, trademarks, copyrights and trade secrets, know-how, plans, designs, any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights (collectively, the “Intellectual Property”) arising out of the past or future businesses of Winder, Delta, Deer or any other wholly owned subsidiary of Deer (each a “Deer Entity,” collectively the “Deer Entities”) be owned exclusively by a Deer Entity if not conveyed pursuant to the Initial Agreements.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

(a)          Intent of Initial Agreements. The parties hereto acknowledge and agree that the intent of the Initial Agreements was to transfer the ownership of the Patents and Trademarks and any and all of the rights attached thereto to the Licensee (“Transfer”) in exchange for Licensee’s termination of a loan to 50HZ Electric Limited, a company incorporated under the laws of Hong Kong SAR, in the amount of $3,314,979.  The Licensee and Licensor acknowledge that the Licensors have user rights to the Patents and Trademarks until the Transfer of ownership receives Official Approval at which time the ownership shall be transferred to Licensor.

(b)          Registration of the Transfer.  Licensors undertake to register the Transfer with the State International Property Office of the PRC and the Trademark Office of the State Administration of Industry and Commerce of the PRC respectively within a reasonable timeframe acceptable to Licensee.  Licensors further undertake to execute any and all such further documents and take any and all such further actions as may be required to complete the aforesaid registration of the Transfer, with assistance as may be reasonably requested from the Licensee.

(a)           License to Use Patents and Trademarks.  The parties hereto acknowledge and confirm that Licensors have granted to Licensee a license (the “License”), effective from the dates of the Initial Agreements, for the world-wide, exclusive, royalty-free, sub-licenseable, assignable, and irrevocable right to use, reproduce, distribute (through one or more tiers), create derivative works of, publicly perform,  publicly display, digitally perform, make, and have, in any media now known or hereafter known, the Patents and Trademarks, all improvements, modifications and enhancements made by Licensors, Deer or Delta, and all derivative works thereof which may not be cancelled by the Licensors until such time as the ownership of such Patents and Trademarks are effectively transferred to Winder pursuant to the PRC laws.

(b)           Registration of the License.  Licensors undertake to file the License with the competent Chinese government authorities for recordal pursuant to the applicable PRC regulations after the execution of this Agreement.  Licensors further undertake to execute any and all such further documents and take any and all such further actions as may be required to complete the aforesaid filing of the License, with assistance as may be reasonably requested from the Licensee.

3.           Warranties.  Licensors shall maintain the registration of the Patents and Trademarks and any other Intellectual Property required to be registered through timely renewal and payment of annual fees, where applicable until such time as the ownership of the relevant Patents and Trademarks and Intellectual Property have been effectively transferred to Winder or another Deer Entity, as the case may be, pursuant to the PRC laws.

4.           Future Intellectual Property.  Licensors agree that all Intellectual Property owned by them arising out of the past or future operations of a Deer Entity not transferred pursuant to the Initial Agreements shall be owned exclusively by a Deer Entity and Licensors shall take all such steps necessary to transfer the ownership of any such Intellectual Property not transferred pursuant to Section 1 hereof.  Until the transfer of all such Intellectual Property receives Official Approval, such Deer Entity shall have a License to such Intellectual Property as set forth in Section 2(a).

 

5.           Limitation of Liability.

IN NO EVENT SHALL LICENSORS BE LIABLE WITH RESPECT TO ITS OBLIGATIONS HEREUNDER OR OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS, LOSS OF DATA, AND BUSINESS OPPORTUNITY) SUFFERED BY LICENSEE OR ANY THIRD PARTY.

6.           Term and Termination. The term (“Term”) of this Agreement shall commence upon the Effective Date, and continue perpetually.

(a)           Notices.  All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party first set forth in the preamble and in Schedule A of this Agreement (or at such different address as may be designated by such party by written notice to the other party).  All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.

(b)           Governing Law.  This Agreement shall be governed by and construed in accordance with the substantive laws of the PRC, without regard to principles of conflict of laws.  Licensors and Licensee each agree any dispute between the parties arising from or in connection with to this Agreement and/or the Initial Agreements shall be China International Economic and Trade Arbitration Commission South China Sub-Commission for arbitration in Shenzhen in accordance with its Arbitration Rules then in force.  The arbitration award shall be final and binding upon the parties. During the arbitration period, except for any matters under arbitration, the parties shall continue to perform the Agreement and/or the Initial Agreements.

(c)           Force Majeure.  Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes, or other disasters.  Performance times shall be considered to be extended for a period of time equivalent to the time lost because of such delay.

(d)           Headings.  The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

(e)           All Amendments in Writing. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

 

(f)           Status of Initial Agreements.  The Initial Agreements are still in full force and effect and this Agreement does not terminate the Initial Agreements.  This Agreement supplements the Initial Agreements.

(g)           No Waiver.  A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.

(h)           Entire Agreement.  The parties have read this Agreement and agree to be bound by its terms, and further agree that it, together with all Schedules hereto (the terms of which are incorporated herein by this reference) and the Initial Agreements, constitutes the complete and entire agreement of the parties and supersedes all and merges all previous communications, oral or written, and all other communications between them relating to the subject matter hereof.  No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.  In case there is any conflict or inconsistency between this Agreement and the Initial Agreements, this Agreement shall prevail.  In case the parties hereto execute such further documents pursuant to Articles 1(b) and 2(b) hereof and there is any conflict or inconsistency between such other documents and this Agreement, this Agreement shall prevail.

(i)           Severability.  In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to be enforceable, in a manner which reflects, as nearly as possible, the original intentions of the parties in accordance with applicable law.  The remainder of this Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives as of the date set forth above.

 

48		blander(KJ200)		ZL 2004 3 0043314.7		41810		Famin He		435802
49		Juicer(BL777)		ZL 02 3 28147.2		41074		Ying He		273860
50		juicer(BL-461)		ZL 02 3 29246.6		41058		Ying He		273728
51		FO1 salad machine		ZL 02 3 29240.7		41058		Ying He		273088
52		blander base(BL-711)		ZL 2003 3 0118059.3		41604		Famin He		389094
53		blander（BL-747）		ZL 03 3 22962.7		41381		Ying He		340383
54		blander(CP-M71)		ZL 02 3 29251.2		41058		Ying He		273212
55		blander(CP-M4)		ZL 02 3 29543.0		41058		Ying He		273404
56		4 in 1 blander(BL-708)		ZL 02 3 29250.4		41058		Ying He		273089
57		blander(BL-T1P)		ZL 02 3 29241.5		41058		Ying He		273211
58		blander(BL795)		ZL 02 3 29245.8		41058		Ying He		273613
59		blander(BL-721)		ZL 02 3 29244.X		41058		Ying He		273500
60		ice crusher(BL250)		ZL 02 3 29243.1		41058		Ying He		273402
61		blander(BL242)		ZL 02 3 29242.3		41058		Ying He		295778
62		blander(BL-T1-B)		ZL 02 3 29575.9		41059		Ying He		273615
63		meat blander(S-MINCER)		ZL 02 3 28148.0		41078		Ying He		273956
64		bottle opener（ONP101）		ZL 03 3 22960.0		41381		Ying He		330757
65		blander BLAST.B		ZL 2004 3 0040021.3		41758		Famin He		415514

 

 

PATENTS