EXHIBIT 10.37
TECHNICAL SERVICES AND LICENSING AGREEMENT
2001
Technical Services and Licensing Agreement
This agreement is made by the Shandong Lu Xxxx Xxxxx Tai Industrial Group
(hereinafter referred as Party A) and the American Pacific Aviation & Technology
Corporation (hereinafter referred as Party B), based on the principle of mutual
benefits and through friendly negotiations, and in accordance to the Equipment
Purchase Agreement, for the provision of patent technology and technical
services) by Party B to Party A for the production of contactless smart cards.
1. Party B shall provide the full set of technology (including technical
process, operation rules, maintenance rules, inspecting and testing rules,
management system and all drawings, information, software or patent
technology) for the production of contactless smart cards and shall
guarantee that the production equipment and products produced by Party A
meet the requirements of the "Agreement for Purchase of Equipment".
2. Without the written permission of Party B, Party A shall not give the
patent technology to any third party or shall not allow any third party to
duplicate the equipment of Party B.
3. Party B shall be liable to any claim brought forth by any third party
against Party A for the legitimate use of the patent technology.
4. Party B shall be responsible for providing all technical services of
installation, trouble shooting, test running, receipt and acceptance, and
shall solve all technical problems before receipt and acceptance to
guarantee that the entire equipment set will produce 2500 pieces/hour.
Party A shall provide lodging and food for technical experts of Party B and
shall assign special staff to coordinate the project to ensure that
installation, trouble shooting and test running go through smoothly. The
period for installation and test running the equipment shall be two weeks.
Expense of experts of Party B shall be assumed by Party B. Meal inside the
factory and transportation within the city shall be provided by Party A.
5. Party B shall train the staff of Party A for a period of two weeks. Party A
shall select qualified staff to receive training. In the event that members
from Party A fail to master the production technology during the training
period, said period
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can be extended to three or four weeks, the cost of such extension shall
be assumed by Party A.
6. Party B shall provide two technical staff to help Party A produce and
provide technical support for six months when actual production begins.
Expense of which shall be assumed by Party B.
7. Any expense involved in this agreement shall be included in the cost of
purchasing the equipment. This agreement shall become effective at the same
time with the "Equipment Purchase Agreement" and its supplementaries.
8. Default
Both parties shall execute the provisions of the agreement sincerely. In
the event any party fails to execute any of the above provisions that
causes the economic loss of other party, the defaulting party shall
compensate the loss. Claims and penalties shall be executed according to
Chapter IX of the "Agreement for Purchase of Equipment".
9. Settlement of Dispute
Any dispute over the agreement by Parties A and B shall be settled through
friendly negotiation. In the event negotiation fails to settle the dispute,
it shall be arbitrated by the China Economic and Foreign Trade Arbitration
Committee in Beijing. Fee for arbitration shall be paid by the losing
party.
10. This agreement shall contain four original copies, with each party holding
two copies; and six copies of duplicates, with each party holding three
copies. All copies bear equal validity.
PARTY A:
Shandong Lu Xxxx Xxxxx Tai Industial Group (on behalf of the Shanghai Xx Xxxx
China Card Smartcard Company Limited [tentative name]) Company Representative:
(signature)
PARTY B:
The American Pacific Aviation & Technology Corporation
Company Representative: (signature)
DATE SIGNED: September 6, 2001, at Pu Dong, Shanghai
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STATEMENT OF DIFFERENCES
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The degree symbol shall be expressed as........................... [d]
The plus minus sign shall be expressed as......................... +-
