Part 1: Enterprise contracts involving intellectual property clauses

Enterprise contracts involving intellectual property clauses

1. Adding clauses to ODM contracts

1 .The XX trademark involved in the goods in the contract belongs to Party A. Party B shall not arbitrarily change the text, graphics or combination of Party A's registered trademark, and shall not use Party A's registered trademark outside the scope of the goods in this contract.

2. Without Party A’s authorization, Party B shall not license Party A’s registered trademark to a third party for use in any form or for any reason.

3. After the contract is terminated, Party B shall immediately stop using Party A’s XX trademark and send other materials on which the trademark appears to Party A. It is never allowed to use words or symbols that are the same or similar to Party A’s trademark. , trademarks, etc. and translations in various languages.

4. Party A is not responsible for intellectual property disputes other than the XX trademark within the scope of the contract. If Party B's process technology, production equipment, production product structure, appearance causes disputes or violates the law, causing damage to Party A, Party B shall compensate.

2. Added terms to the OEM contract

1. OEM products use Party A’s “******” registered trademark, as well as other marks and words that Party A is permitted to use by law. , symbol;

2. Party B cannot use the registered trademark without the consent of Party A, nor can it provide the registered trademark and other marks, words and symbols that Party A is allowed to use by law to third parties, including those related to Any confusing mark, trademark, nameplate or company name related to this;

3. Party B shall not use Party A’s registered trademark outside the scope of goods under this contract;

4. Party A The design ideas, product design shapes, structures and other design property rights provided by Party A belong to Party A, and Party B has the obligation of absolute confidentiality; Party B shall take effective measures to inform Party A to prevent third parties from accessing the relevant designs; Party B shall also not develop similar designs Structure and appearance products.

5. If Party B causes losses to Party A due to quality problems in the products produced by Party B using the registered trademark or the loss of the trademark logo, Party B shall compensate Party A.

3. Added clauses to the procurement contract

Intellectual property clauses:

1. The supplier shall ensure that the demander will not use the goods or other goods under this procurement contract. Any part shall be protected from prosecution by third parties for infringement of its intellectual property rights, trademark rights or industrial design rights.

2. The buyer is not responsible for whether the trademarks and patents of the goods provided by the supplier infringe on the rights of others. If the buyer is damaged due to disputes or violations of the goods provided by the supplier, the supplier shall compensate the buyer.

3. The supplier shall ensure that the trademarks, patents and other intellectual property rights of the goods provided belong to the supplier. For goods with intellectual property rights that are not owned by the supplier, the supplier shall be obliged to provide the buyer with formal channels to prove it.

4. The supplier’s trademark and patent license and the demander’s use scope are limited to the products within the scope of the contract. After the contract is terminated, the supplier shall authorize the demander or a third party to engage in the intellectual property rights and technical assistance necessary for manufacturing. , technical documentation equipment or tools.

Confidentiality Clause

1. Both parties shall be fully aware of the contents of this Agreement, the other party’s business information obtained or received as a result of the performance of this Agreement or during the period of this Agreement

, financial, technical, product information, user information or other documents or information marked as confidential (referred to as "confidential information") shall be kept secret and shall not be disclosed to any third party outside this Agreement without the prior written consent of the party disclosing the information. . The data recipient may only disclose the confidential information provided by the other party to its employees who need to know the information only for the purpose of this agreement, but must also instruct its employees to comply with the confidentiality and non-disclosure obligations stipulated in this article. The parties shall copy and use Confidential Information solely for the purposes of this Agreement.

2. Unless with the written permission of the other party, neither Party A nor Party B shall disclose the contents of this contract or the other party's business information obtained during the execution of this contract to any third party.

3. This confidentiality obligation shall remain effective after the expiration, cancellation or termination of this agreement.

4. Additional clauses in the labor contract

Intellectual Property Statement

1. Party B performs the tasks of the enterprise or mainly uses the material and technical conditions of the enterprise to complete The invention-creation is a service invention-creation. The right to apply for patents for service inventions and creations belongs to the unit; after the application is approved, the enterprise becomes the patentee. Party B enjoys the right of signature and has the obligation to keep confidentiality.

2. Provide certain material and spiritual rewards to the inventors or designers of service inventions in accordance with Party A’s rules and regulations.

5. Additional clauses in the construction contract (pictures provided by Party B)

1. The copyright of the construction drawings and construction plans involved in the contract belongs to Party B.

2. The permitted scope of use of this design plan is limited to this construction contract.

3. Party A is not responsible for whether the construction drawings and construction plans involved in the contract infringe the rights of third parties. If any copyright disputes arising from the construction plans and construction drawings cause losses to Party A, Party B shall compensate .

6. Added terms to the outsourced processing contract (involving formulas)

Our company provides formulas:

1. Intellectual property rights such as formulas and technical data involved in the product It belongs to Party A and is authorized by Party A to Party B for use within the scope of the goods in this contract. Without Party A's permission, Party B shall not use the formula outside the scope of goods in this contract.

2. If any party breaches this contract and the contract cannot be continued to be performed, the breaching party shall compensate the non-breaching party for all actual losses.

7. Entrusted Printing Contract

Party B has the obligation to keep the contents of printed matter confidential and shall not reprint the printed matter entrusted by Party A. Negatives are sold, rented, loaned or otherwise transferred to others.

After the performance of the contract is completed, Party B shall deliver all printed finished products, semi-finished products, waste products, printing plates, paper patterns, negatives, original manuscripts, etc. to Party A or destroy them and shall not keep them without authorization.

The intellectual property rights such as trademarks and logos involved in the items in this contract belong to Party A. Without Party A’s permission, Party B shall not use Party A’s name, trademarks, logos and other information. Otherwise, Party B shall report to Party A. The party shall pay liquidated damages of 20% of the total contract amount.

8. Added clauses to the sales contract

Party B must keep the quantity and price of goods purchased and sold with Party A confidential. If Party B leaks secrets and causes economic losses to Party A, Party B must compensate Party A. All economic losses incurred by the party.

Part 2: Product Procurement Contract (beneficial to the buyer)

Product Procurement Contract

Contract No.:

Party A (Purchasing Enough Party): (hereinafter referred to as "Party A") Address:

Telephone:

Fax:

Contact Person:

Postal Code:

Party B (): (hereinafter referred to as "Party B")

Address:

Telephone:

Fax:

Contact person:

Postal code:

Both Party A and Party B are companies formally established, validly existing, and operating normally in accordance with Chinese laws. Both parties have all the necessary resources to sign and perform this contract. Qualifications and abilities.

Party A and Party B have reached the following consensus on Party A’s purchase of Party B’s products (hereinafter referred to as the “Contract Products”) after careful consultation in Beijing on the basis of equality, voluntariness and fairness. :

1 Purchased contract products

1.1 For the detailed specifications, instructions, standards, etc. of the contract products, please see Appendix 1 "Product Details").

1.2 Total contract amount: ￥ (RMB capitalized: whole)

1.2.1 The above price is the final price Party A should pay to Party B under this contract, which has included All transportation fees, installation fees, after-sales service fees and taxes, etc., except the contract amount, Party A will not pay any other fees.

2 Payment time

2.1 Payment:

Within one working day from the next day after the goods arrive at the location designated by Party A and Party A passes the inspection and acceptance, the party will Party B pays the full contract price (￥).

2.2 Party A shall pay Party B based on the equal amount and legal invoice provided by Party B.

3 Payment methods

3.1 All payments are settled in RMB, and payment methods can be cash, check, or wire transfer.

Party B’s account information is as follows (if Party B does not notify you otherwise, Party A shall proceed as follows):

Company name:

Account opening bank:

Account number:

3.2 Party A’s invoice details are as follows (if Party A does not notify you otherwise, Party B shall execute as follows):

Company name:

Address:

Telephone:

Tax ID:

Bank of Account:

Account Number:

4 Delivery Time and place

4.1 Delivery place: , or Party A specifies the delivery place before Party B delivers the goods.

4.2 Delivery contact person and phone number:

4.3 Delivery time:

4.4 Installation and debugging: Party B will provide free installation and debugging for the equipment under this contract.

4.5 If the products under this contract cannot be delivered as scheduled, Party B shall immediately notify Party A. Party A shall have the right to take other remedial measures, and the increased costs shall be borne by Party B

5 Packaging and Transportation

5.1 All products and related accessories provided by Party B to Party A in accordance with Appendix 1 of this contract shall be brand new and qualified products produced by the manufacturer of the product; and the product It should be suitable for long-distance transportation and comply with the manufacturer's product packaging requirements. If the packaging of the product provided by Party B does not meet the manufacturer's usual factory packaging requirements for the product, or the product is scratched or damaged, Party A has the right to require Party B to replace the product or return it.

5.2 Party B bears all costs and risks before the product is delivered to Party A (delivery as referred to in this clause means Party B transports the goods to the location designated by Party A, and the goods are accepted by Party A or Party A’s end user and Delivery will be deemed after the issuance of the acceptance certificate).

6 Inspection and Acceptance

6.1 Party A or the consignee designated by Party A shall inspect the contract products submitted by Party B at the place of delivery. If the contract products submitted by Party B are not in compliance with the provisions of this contract, Party A has the right to require Party B to replace or return the product free of charge. Party B shall repair or return the product according to Party A's requirements and bear all costs incurred thereby.

6.2 Acceptance standards (receipt acceptance): Unless otherwise agreed, Party A will rely on the "Product Details" in Appendix 1 of this contract, the manufacturer's factory standards and Party B's guarantee

and for acceptance.

6.3 The acceptance period for contract products shall be 7 working days from the date Party A signs and accepts Party B’s contract products, and Party A shall complete the acceptance within this period.

6.4 Party A’s acceptance inspection does not exempt Party B from responsibility for the quality of the contract products. Party B shall still bear responsibility for any quality problems caused by defects in manufacturing, materials, workmanship, etc.

6.5 If the characteristics of the products purchased under this contract prevent Party A from discovering quality problems, design, installation, manufacturing, material, workmanship and other defects at the time of acceptance, Party A shall enjoy reasonable rights. During the application or test use period, if the above-mentioned product problems are discovered during this period, Party B shall unconditionally provide Party A with a replacement or return. In this case, Party B has no right to use Party A’s receipt as a defense for the delivery of qualified products. .

7 Service and Warranty

7.1 Party B provides the following after-sales services to Party A: Party B provides annual free warranty service for the contract products. The free warranty period starts from the day after Party A’s final acceptance.

7.2 If the two parties have not agreed on the free warranty period for the contract products, Party B shall provide free warranty services in accordance with relevant national regulations, industry practices or the characteristics of the contract products.

7.3 When such services are performed by a third party or Party A itself, Party B shall provide the designated service provider with the necessary information to enable it to perform such services, and Party B shall provide corresponding certificates , to ensure that the third party can perform such services. If the third party cannot fulfill the above maintenance obligations, Party B will be responsible for the losses suffered by Party A.

7.4 Party B shall establish corresponding spare parts and spare parts warehouse to ensure the normal operation of Party A’s equipment during the warranty period. Party B guarantees that the original equipment manufacturer will provide spare parts supply guarantee to the end user for at least 5 years after acceptance. If the original manufacturer decides to stop producing certain spare parts, Party B shall notify the user 6 months in advance so that the user can purchase sufficient spare parts.

8 Quality and Guarantee

8.1 Party B guarantees that the contract products it provides comply with national standards, industry standards, the functions and performance of the products specified in Party B’s product manuals, and other matters agreed by both parties. Quality standards (see Appendix 1 "Product Details" for details). The aforementioned product instructions contain content that excludes Party B’s statutory or agreed obligations, or the quality standards in the instructions are lower than national or industry recommended standards, all of which are invalid; unless Party A expressly agrees to accept them in writing, the attachments and supplementary documents to this contract will The limitations of Party B's liability specified in the product support documents do not apply to Party A.

8.2 Party B guarantees that the products provided can enable Party A to achieve the purpose of the contract and meet Party A's needs.

8.3 Party B makes the following representations and warranties to Party A:

8.3.1 The contract products it provides are produced and manufactured by the original product manufacturer;

8.3.2 The contract product and its components are brand new and unused. The software part of the contract product (if any) has no viruses or obvious errors and can fully realize, provide and have the functions described in the relevant product description. , features, content and standards, etc.

8.3.3 The contracted product has no design or manufacturing defects, and appropriate warning instructions are provided based on the condition of the product.

8.4 For all software products included in this contract, Party B shall provide a permanent software license issued by the software copyright owner.

9 Ownership and Intellectual Property

9.1 Party B guarantees that it has legal ownership, intellectual property rights and other rights and interests in the contract products delivered to Party A in accordance with this contract, and guarantees that it will not infringe any The legal ownership, intellectual property rights and any other rights and interests of the third party. Otherwise, all liabilities arising therefrom shall be borne by Party B, and Party B shall be guaranteed not to cause any damage to Party A.

9.2 The ownership and risk of the hardware products in the contract products and the right to use the software products shall be transferred to Party A from the date when Party A accepts the contract products and issues a certificate of acceptance.

9.3 In the event of infringement of Party B’s products or possible infringement, Party B shall take the following remedial measures accepted by Party A at its own expense: (1) Enable Party A to continue to use and sell products consistent with this contract rights to the product; (2) modify the contract product so that it does not infringe the rights of others and conforms to this contract; (3) replace the infringing contract product with a non-infringing contract product that conforms to this contract.

10 Confidential Information

Both parties shall disclose the intellectual property rights, business secrets, technical achievements, business plans and strategies, customer information and other non-technical information of both parties that they learned during the performance of this contract. Undertake confidentiality obligations. Without the written consent of both parties, the above information shall not be shown or disclosed to the public or third parties through any means, and the above information shall not be copied, disseminated or sold. Both parties shall also bind their employees to perform confidentiality obligations.

The confidentiality obligations of both parties stipulated in this article will not expire upon completion of the performance of this contract.

11 Liability for breach of contract

11.1 If Party B is unable to perform its obligations on time within the specified period, if it fails to deliver the contract products or services on time, it will bear 0.1 of the contract amount for each day of delay. If the delay in performance exceeds 10 days, Party A shall have the right to unilaterally terminate this contract. Party B shall bear liquidated damages of 20% of the total contract amount. Party A shall also be liable for compensation if it causes losses to Party A.

11.2 When the quality of the products provided by Party B does not meet the standards agreed in this contract, Party B shall be responsible for timely replacement and/or repair according to Party A's requirements, and Party A reserves the right to return the goods. In this case, the period during which Party B delivers products that do not conform to the contract and the period during which they are replaced or repaired shall be treated as Party B's delayed delivery. Party B shall bear the liability for delayed delivery liquidated damages of 0.1 of the contract amount for each day of delay.

11.3 If Party B violates Articles 9 and 10 of this contract, Party A has the right to unilaterally terminate this contract by written notice without assuming any liability for breach of contract and causing losses to Party A. , Party B shall also be liable for damages.

11.4 If the products or services provided by Party B do not comply with the contract, Party A has the right to refuse to pay the due amount.

11.5 Unless otherwise expressly agreed in this contract, liquidated damages or compensation that should be paid in this contract shall be paid within 10 days after the liability is clarified, otherwise it will be treated as overdue payment. The non-defaulting party may directly deduct the above-mentioned liquidated damages or compensation from the due payables it should pay to the other party. If the liquidated damages stipulated in this contract cannot or are insufficient to compensate the non-defaulting party for its losses, the non-defaulting party has the right to require the defaulting party to further compensate for its losses or take other relief measures within the scope of the law.

11.6 If Party A is unable to pay on time within the specified period, it will pay a liquidated damages of 0.1‰ of the contract amount for each day of delay, limited to 5% of the contract amount.

12 Force Majeure

12.1 Force majeure refers to objective circumstances that cannot be foreseen by both parties when concluding the agreement, and whose occurrence and consequences are insurmountable and unavoidable. If a party is unable to perform the contract or cannot fully perform the contract due to force majeure, it may be partially or completely exempted from liability based on the impact of the force majeure. When the contract cannot be performed due to force majeure, the party unable to perform its contractual obligations shall immediately notify the other party of the fact that the contract cannot be performed in a reasonable manner, and within 15 days after the occurrence of the force majeure event, send an express mail to the other party to the relevant government department at the location where the event occurred. , a certificate issued by a notary office or a chamber of commerce to confirm the existence of force majeure; if one party fails to notify the other party and causes the other party to lose or expand the loss, the party that fails to notify shall be responsible for compensating the other party for the corresponding losses.

12.2 If force majeure occurs after one party delays performance, it cannot be exempted from liability.

13 Dispute Resolution

Both parties shall abide by the principle of good faith during the performance of the contract. If a dispute arises, friendly consultations shall be conducted first. If an agreement cannot be reached, both parties shall File a lawsuit with the court where Party A is located.

14 General Terms

14.1 This contract is made in triplicate, with Party A holding two copies and Party B holding one copy. It will take effect from the date of signature and sealing by both parties and authorized representatives of the contract. 14.2 The failure of either party to exercise any of its rights under this Contract shall not constitute or be deemed a waiver or loss of those rights by that party. 14.3 If any term or provision in this contract is confirmed to be invalid or unenforceable, it will not affect the validity and enforceability of other terms in this contract. 14.4 Neither party may assign or transfer this Contract or any obligation hereunder without the prior written consent of the other party.

14.5 This contract and its attachments (including supplementary agreements) constitute the entire contract between the parties regarding the cooperation under this contract, and replace any previous agreement between the parties or during the execution of this contract. Oral communications, statements or contracts.

Any modification to this contract can only be made by a written supplementary agreement signed and sealed by the authorized representatives of both parties.

14.6 Matters not covered in this contract shall be negotiated by both parties and a separate written document shall be drawn up. Such documents shall have the same legal effect as this contract after being stamped by all parties to the contract and becoming effective.

14.7 This contract contains the following attachments, which are an important part of this contract. Only attachments signed and confirmed by both parties are valid attachments and have the same legal effect as this contract.

"Annex 1: Product Details"

Party A: Party B:

(Seal) (Seal)

Authorized Representative Signature: Signature of authorized representative: Date: Year Month Day Date: Year Month Day