model technology transfer contract: the head office and the factory (hereinafter referred to as Party A) and the company (hereinafter referred to as Party B) signed a ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××× 2. "Assessment product" refers to the first contract product manufactured by Party A according to the technical data provided by Party B and the assessment and acceptance as specified in Annex 5. Chapter II Contents and Scope of the Contract 1. Party B shall transfer to Party A the technologies used in the design, manufacture, sale, installation and maintenance of the contract products. See Annex 1 for the specifications and technical parameters of the contract products. 2. Party B shall be responsible for providing Party A with all relevant technologies and technical data of the contract products (hereinafter referred to as data). For details, please refer to Annexes 2 and 3 of this contract. 3. Party B grants Party A the right to manufacture and sell the contract products in China. The first four contract products are only sold in China. After that, the contract products manufactured by Party A can be sold to the following countries: If the contract products are sold to other countries according to the provisions of intergovernmental economic and trade agreements or purchased by China contractors in China, and exported with the contracted projects, they are not subject to the above provisions. 4. During the contract period, if Party A needs it, Party B is obliged to provide Party A with the parts and raw materials needed to manufacture the contract products at preferential prices, and both parties will sign another contract through consultation. See Annex 1 for the division of labor of the first and subsequent contract products. 5. Party B is responsible for the transformation of drawings and materials and training Party A's personnel in Party B's factory and its related cooperative factories. Party B shall try its best to make Party A's personnel master the technology of the contract products. 6. Party B has the obligation to send technicians to Party A's factory to provide technical services. 7. Party B agrees to provide Party A with the required special tools, fixtures and equipment and the technical data needed for testing the contract products. 8. During the validity of the contract, Party B agrees that Party A has the right to mark the joint trademark of Party A and Party B or the words "manufactured according to the company license" on its contract products. Chapter III Price 1. In view of Party B's obligations under Chapter II 1, 2, 3, 4, 5, 6, 7 and 8 of this contract, Party A agrees to pay Party B an entry fee of GBP (in words). 2. During the contract period, if Party A requests Party B to provide all the information of products with other specifications, Party A shall pay Party B pounds (in words) for the information of each specification. Party B shall pay income tax to the Chinese side. 3. Party A shall pay Party B a royalty of 8% of the net sales price of the contract products in the first five years and 6% of the net sales price of the contract products in the second five years. Party B shall pay income tax to the Chinese side. Net sales price: the sales price is deducted from the freight, taxes, packaging, storage, insurance and installation fees, and the cost of purchasing parts from Party B (including freight and customs duties). Chapter IV Terms of Payment 1. All the contract fees paid by Party A to Party B shall be paid by M/T .. (If wire transfer is required, the wire transfer fee shall be borne by Party B). Party A pays through Bank of China and Bank of England. All bank charges incurred in China shall be borne by Party A, and bank charges incurred outside China shall be borne by Party B.. 2. The entry fee stipulated in Chapter 3, Chapter 1 of this contract shall be paid by Party A to Party B according to the following methods and proportions: (1) 1% (one hundred percent) of the entry fee, in pounds (in words), shall be paid to Party B no later than 3 days from the date when Party A receives the following correct documents from Party B: ① a photocopy of a valid export license issued by the relevant authorities of the British government, or a certificate issued by the same relevant authorities that no export license is required. (2) Proforma invoice with the amount of the total entry fee in quadruplicate. ③ One original and one copy of the sight draft. ④ One original and one copy of an irrevocable letter of guarantee issued by the Bank of England in favor of Party A, with the amount of GBP (in words) (see Appendix 6 for the format of the letter of guarantee). (2) The entry fee of 2% (in words) shall be paid to Party B no later than 3 days after Party B sends out the temporary information stipulated in Article 3.2.1 of Annex 3 to this contract, and after Party A receives the following correct documents from Party B: ① four commercial invoices; ② one original and one copy of sight draft; ③ two air waybills and Annex 2 and Annex 3, Article 3.2.1. (3) The entry fee is 4% (4%) in pounds (in words). If Party B provides the following correct documents, it shall be paid to Party B no later than 3 days: ① four commercial invoices; ② one original and one copy of the sight draft; ③ two copies of the air waybill and the completed certificate of data delivery specified in Annex 3 and 6. (4) The entry fee is 15% (one hundred and fifty percent) in pounds (in words). After Party A's trainers are trained according to Annex 3 of this contract, they shall pay Party B: ① four commercial invoices ② one original and one copy of sight draft no later than 3 days after receiving the following correct documents from Party B.. (3) Two photocopies of the certificate signed by Party A and Party B that Party A's trainers specified in Article 3.8.2 of Annex 3 have received training according to the provisions of this contract. (5) The entry fee is 15% (one hundred and fifty percent): GBP (in words) shall be paid to Party B no later than 3 days from the date when Party A receives the following correct documents from Party B: ① four commercial invoices; ② one original and one copy of the spot draft; ③ two photocopies of the quality and performance test certificate of the first contract product signed by Party A and Party B after inspection in Party A's factory. If it is not because of Party B's fault, even if the quality performance test certificate of the first contract product cannot be signed at that time, Party A shall pay the money to Party B no later than 24 days after receiving the hardware of the first contract product provided by Party B.. 3. After the implementation of Article 2 of Chapter 7 of this contract and the sale of the contract products by Party A, Party A shall start to pay royalties to Party B according to the following terms. (1) Party A shall notify Party B of the total sales volume in the past year within 15 days from December 31st every year. (2) Within 3 days from the date when Party A receives Party B's following correct documents, Party A shall pay Party B the royalty: ① four corresponding calculation materials of royalty amount in this period ② four commercial invoices ③ two documents in Chapter V of sight draft. 1. Party B shall deliver the materials to Beijing Airport according to the delivery time specified in Annex 2 of this contract and the contents specified in Annexes 2 and 3 of this contract. 2. The stamp date of the air waybill of Beijing Airport is the actual delivery date of the materials. Party A shall send a photocopy of the air waybill stamped with the stamp date of arrival to Party B and Bank of China, Beijing respectively. 3. Within 24 hours after each batch of data is shipped, Party B shall notify Party A by telegram or telex of the contract number, air waybill number, date of air waybill, data name, number of pieces, weight, flight number and expected arrival date in Beijing, and send the air waybill and detailed list of technical data to Party A in duplicate. 4. If the technical materials are in short supply or lost or damaged in air transportation, Party B shall send them to Party A again free of charge within 45 days after receiving the written notice from Party A.. 5. The delivered materials shall be packed firmly, which is suitable for long-distance transportation, multiple handling, rain-proof and moisture-proof. 6. On the package cover of each package of technical data, the following contents shall be marked in English: (1) Contract number; (2) the consignee; Company (3) destination; (4) shipping marks; (5) Weight (kg); (6) Case number/part number; (7) code of the consignee; (8) Offshore ports. 7. There should be a detailed list of technical data in the packing box in duplicate, indicating the content, name and quantity of technical data. Chapter VI Modification and Improvement of Technical Data 1. If the technical data provided by Party B are not suitable for Party A's actual production conditions (such as design standards, materials, process equipment, etc.), Party B has the responsibility to help Party A modify the technical data and confirm it during the training and technical services. 2. During the validity of the contract and within the scope stipulated in the contract, any improvement and development made by either party to the contract products shall be provided to the other party free of charge. Chapter VII Examination and Acceptance 1. In order to verify the correctness and reliability of Party B's technical data, the examination and test of the contract products should be attended by Party B's technical personnel, and both parties' personnel should be conducted at Party A's factory. See Annex 5 of the contract for the assessment method. 2. After examination, if the performance of the contract products meets the requirements of Annex 5 to this contract, they will pass the acceptance, and both parties will jointly sign the examination certificate of the contract products in quadruplicate, with each party holding two copies. 3. After examination, if the technical performance of the contract products can't meet the technical performance stipulated in the contract, both parties shall, through friendly negotiation, study and analyze the reasons, and conduct a second performance examination after taking measures to eliminate the defects. After passing the examination, both parties shall sign the examination certificate according to Article 2 of this chapter. 4. If it is Party B's responsibility to fail in the first assessment, the expenses of Party B's technicians who participated in the second assessment and the expenses of replacing and repairing defective parts shall be borne by Party B.. If Party A is responsible, the above expenses shall be borne by Party A.. 5. If it still fails to pass the acceptance test after the second examination and it is Party B's responsibility, Party B shall take effective measures to eliminate the defects and conduct the third test at the expense of Party B.. 6. If Party B fails to pass the examination for three times, if it is the responsibility of Party B, Party A has the right to terminate the contract and deal with it according to Article 6 of Chapter 8. If it is the responsibility of Party A, both parties shall sign the assessment certificate, but Party B is still obliged to help Party A succeed in the assessment. Chapter VIII Warranties and Claims 1. Party B guarantees that the technical data provided are the latest technical data used by Party B, and provides Party A with any technical data related to the improvement and development of the contract products within the validity period of the contract. 2. Party B guarantees that the technical data provided (according to Annex 2) are complete, correct and clear, and guarantees timely delivery. 3. If the technical data provided by Party B does not conform to the provisions of Article 2 of this chapter, Party B must send the missing technical data or correct and clear technical data to Party A free of charge within 45 days after receiving the written notice from Party A.. 4. If Party B fails to deliver the technical data referred to in Annex 2 within the period stipulated in this contract due to reasons other than Article 1 of Chapter 12, Party A shall notify Party B in writing. If Party B still fails to deliver the materials within one week, it shall pay a penalty for breach of contract to Party A, and the total amount of the penalty for breach of contract shall not exceed 5% of the price in Article 1 of Chapter III for each week of delay. 5. Party B's payment to Party A of the penalty for breach of contract stipulated in Article 4 of Chapter 8 cannot exempt Party B from the responsibility of continuing to deliver technical data to Party A.. 6. According to the provisions of Chapter 7, if the product fails to pass the examination for three times due to Party B's responsibility, it shall be handled as follows: ① If the product fails to meet Party A's requirements, and Party A proposes to terminate the contract, Party B must return the money paid by Party A together with the annual interest of ×% (percent). (2) If the product fails to meet the requirements of the contract, and Party A can still put into production, Party B shall pay compensation according to the following provisions: Chapter IX Infringement and Confidentiality. 1. Party B guarantees that it is the legal owner of the technology provided in this contract and has the right to transfer it to Party A.. If a third party alleges infringement, Party B shall be responsible for negotiating with the third party and bear all legal and economic responsibilities arising therefrom. 2. Party A agrees to keep the technology provided by Party B confidential. If part or all of the above technical contents are published by Party B or a third party, and Party A obtains the published evidence, Party A will no longer undertake the obligation of confidentiality. 3. After the termination of the contract, Party A still has the right to use the technology provided by Party B, that is, Party A has the right to continue to design, manufacture, use, sell and export the contract products. Chapter X Taxation 1. All taxes and fees incurred outside Party A's country due to the performance of this contract shall be borne by Party B.. 2. All taxes and fees levied by China Government on Party B in connection with the execution of this contract shall be paid by Party B in accordance with the Income Tax Law of the People's Republic of China on Foreign Enterprises and the Individual Income Tax Law of the People's Republic of China. The above income tax will be deducted from the payment stipulated in this contract by Party A and paid to the tax authorities on behalf of Party B, and Party A shall provide Party B with a tax receipt issued by the tax authorities. 3. Various taxes and fees levied by China Government on Party A in accordance with the current tax law related to the performance of this contract shall be paid by Party A.. Chapter XI Arbitration 1. All disputes arising from or related to the execution of this contract shall be settled by both parties through friendly negotiation. If no agreement can be reached through negotiation, it shall be submitted for arbitration. 2. The arbitration shall be conducted in Stockholm, Sweden in accordance with the arbitration procedure of the Arbitration Institute of Stockholm Chamber of Commerce. The arbitral award is final and binding on both parties. The arbitration fee shall be borne by the losing party. 5. The contract shall continue to be executed, except for the part to be arbitrated in the arbitration process. Chapter XII Force Majeure 1. If the performance of the contract is affected by war, serious flood, fire, typhoon, earthquake and other force majeure accidents agreed by both parties, the time limit for the performance of the contract shall be extended, which shall be equivalent to the time affected by the accident. 2. The responsible party shall notify both parties of the force majeure accident by telex or telegram as soon as possible, and submit the certification documents issued by the relevant authorities to the other party for confirmation by registered airmail within 14 days. 3. If the duration of the force majeure accident exceeds 12 days, both parties shall solve the problem of continuing to perform the contract as soon as possible through friendly negotiation. Chapter XIII Effective Termination of the Contract and Others 1. This contract was signed by the representatives of both parties on. After the contract is signed, each party shall apply to its own government authorities for approval. The date of approval by the last party shall be the effective date of this contract. Both parties shall do their best to obtain approval within 6 days, notify each other by telex and confirm by letter. If the contract fails to take effect within 6 months from the date of signing the contract, the contract is not binding on both parties. 2. This contract is valid for 1 years from the effective date of this contract. 3. Any termination of this contract will not affect the creditor's rights and debts incurred by both parties, and the debtor shall continue to pay the outstanding debts until all the creditors' debts are paid off. 4. This contract is written in Chinese and English in quadruplicate, with each party holding two copies. 5. Annexes 1 to 7 of this contract are an integral part of this contract and have the same effect as the text of this contract. 6. Any modification and supplement to the terms of this contract shall be signed by the representatives of both parties. This document is an integral part of this contract and has the same effect as this contract. 7. The communication between the two parties for the execution of the contract is conducted in English. The formal notice is sent by registered mail in quadruplicate. Chapter XIV Legal Address Company Address: Company Address: