1.6 “The Contract Factory” means the place where the Licensee manufactures the Contract Products by using the Technology supplied by the Licensor, That is _____ factory.

1.7 “The Technical Documentation and Software” means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex _____ of the Contract, It consists of the followings:

A. All the technical indices, drawings, design, technical documents and software relating to the design, manufacture, calculation, assembly, installation, test, managements, inspection, adjustment, operation, maintenance, acceptance test and sale of the Contract Products;

B. All the technical indices, drawings, design, technical documents and software relating to the inspection, installation. Commissioning, testing, acceptance, operation and maintenance of the Contract Equipment;

C. All the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the SKD/CKD Parts.

1.8 “The Technical Service” means the technical assistance, supervision, instruction, training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex _____ and Annex_____ to the Contract.

1.9 “SINOT RANS” means China National Foreign Trade Transportation Corporation, which is the pointed agent of the Licensee

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for receipt of the Technical Documentation and Software, the Contract Equipment and the Parts at the ports of destination:

A. Xingang seaport: SINOTRANS, TANGGU BRANCH

44 Xingang Road, Tanggu, Tianjin, 300400, China Telex: 23187 TGFTT CN, FAX:022 984757

B. Beijing Airport:

SINOTRANS, Beijing Air Freight Co.

Anjialou Liangmaqiao Road, Beijing, 100621, China Telex: 210205 AIRFT CN

1.10 “PRC” means the People’s Republic of China. 1.11 “FRG” means Federal Republic of Germany

1.12 “The World Bank” means the International Bank for reconstruction and Development (I.B.R.D.) and International Development Association.

ARTICLE 2 OBJECT OF THE CONTRACT

2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the design, manufacture, assembly, installation, test, inspection, adjustment, operation and maintenance and management of the Contract Products. The name, model, specifications and technical indices of the Contract Products are detailed in Annex _____ to the Contract.

2.2 The Licensor has agreed to grant the Licensee the license and

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right to design, manufacture, use, sell in the PRC the Contract Products and export the Contract Products. The license and right are nonexclusive and non-transferable.

2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The contents, copies and time of delivery of the Technical Documentation and Software are detailed in Annex _____ and Annex _____ to the Contract.

2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory, for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex _____ to the Contract.

2.5 The Licensor has agreed to give the Licensee’s personnel technical training in Licensor’s factories and at the Contract factory, to ensure that the Licensee’s technical personnel; shall master the above technical know – know transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex _____ to the Contract.

2.6 The Licensor has agreed, upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with the parts, components, raw materials and accessories which are necessary for manufacturing the contract Products under a separate contract to be signed in due time.

2.7 The Licensor has agreed, upon the request of the Licensee for

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a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with equipment and software which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed by the third party and are necessary for manufacturing the Contract Products.

2.8 The Licensor has agreed to grant the Licensee the license and right to use, on the contract Products manufactured by the contract Factory, the word “ Made in China under license of “followed by Name of the Licensor, at the option of the Licensee, provided the Contract Products can meet the technical and quality requirement as specified in Annex _____ of the Contract.

ARTICLE 3 CONTRACT PRICE

3.1 The total Contract price, which is based on the contents and scope stipulated in Article 2 to the Contract and the Licensor’s fulfillment of his obligations under the Contract, shall be _____ DEM, (SAY: _____ DEUTSCH MARK ONLY) details as follows:

3.1.1 Price for Technical Know-how: _____ DEM (SAY: _____ DEUTSCH MARK ONLY). The breakdown prices of the technical know-how are as follows:

A. Technology transfer fee is:

B. Technical documentation and software fee (CIP Beijing Port) is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).

C. Personnel training fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY). D. Technical service fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).

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3.2 The above-mentioned total Contract Price shall be firm and fixed price for the Licensor’s obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIP Beijing Airport, China.

ARTICLE 4

TERMS OF PAYMENT

4.1 All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partial shipment allowed under the I.B.R.D. Loan No. _____ for the price for the Technical Know-how, obtained from the World Bank opened in favor of the Licensor.

4.2 The Licensee shall within thirty (30) working days after effectiveness of the Contract, open an irrevocable letter of credit by the Bank of China, Beijing in favor of the Licensor, in a bank in his country nominated by the Licensor and accepted by the Licensor, for and amount equivalent to the total Contract price, the letter of credit shall permit payments as stipulated in Article 4.3.

4.3 Payment for the Price for the Technical Know-how

4.3.1 10% (ten percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____DEUTSCH MARK ONLY) shall be paid after the Licensor has presented the following documents provided they are in conformity with the stipulations of the Contract. A. One Photostat copy of valid export license issued by the relevant

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