Cooperation Agreement
Party
A:
Liaoning High-tech Energy Group Co.,Ltd.
Party
B:
Qinghua University (power
engineering and applied electronic technique department)
Cooperation
Aim
(1)
With
the
principles of friendly cooperation, reciprocity and mutual benefit, joint
development “Win-win”, Liaoning
High-tech Energy Group Co.,Ltd.
and
Qinghua University (Power
engineering and applied electronic technique department)at
distributed power source realize micro power grid operation field, fully utilize
scientific research advantage of Qinghua University (Power
engineering and applied electronic technique department)
scientific research, combining with producing and marketing advantages of
Liaoning
High-tech Energy Group Co.,Ltd., jointly
establish:
“Qinghua
University (power
engineering and applied electronic technique
department),
Liaoning High-tech Energy Group Co.,Ltd.-----Micro Power
Grid
Research Institute”
(2)
Construction
target of Micro
Power Grid
Research
Institute:
Duplex
cooperation research made at distributed power source realizing micro power
grid
operation field acquire achievements in scientific research with proprietary
intellectual property rights, and finished industrialization conversion of
achievements in scientific research. In addition, it helped to settle technical
matters in engineering practice of Liaoning High-tech Energy Group Co.,Ltd.,
making the company at distributed power source realize micro power grid
operation field at a predominant position in domestic same
industries.
Organization
institute
(1)
As
dependent corporation structure, Micro
Power Grid
Research
Institute was founded at Qinghua University, attaching Qinghua University
(power
engineering and applied electronic technique department).
(2)
Micro
Power Grid
Research
Institute implements system of overall responsibility by Director of Research
Institute under administration committee’s leading. Administration committee is
made up of six people assigned by both Party A and Party B, of which three
assigned by Party A and three assigned by Party B. The Director of
administration committee is undertaken by Party A’s assignor, Vice Director by
Party B’s assignor.
(3)
Administration committee takes the responsibilities of item approval, capital
auditing, supervising general works of Research Institute and decision of
material items.
(4)
Administration committee will employ one director of Administration committee
and two vice directors. They are responsible of daily management and presiding
over research and development works. Vice directors will be undertaken by two
people, and both parties respectively will assign one.
Duplex
obligations
l
|
Party
A
|
(1)
During the effective period of the agreement, Party A will cumulatively provided
Research Institute no less than RMB 5 million yuan within three years, including
400
thousand
yuan of
“start-up cost”, 600
thousand
yuan of
“daily operation cost” and 4
million
yuan of
“scientific research funds”. In addition, funds to Research Institute in the
first year will be no less than 2
million
yuan.
Form
of
payment: Pay within 15 days after the agreement becomes effective.
(2)
Within the effective period of three years promised by the agreement, Director
of Research Institute raised item application and funds budget. Through
administration committee approval, research and development cost will be paid
by
Party A within the period the agreement promises.
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|
Party
B
|
(3)
Party
will provide human forces and technology, responsible for carrying out the
location of Research Institute.
(4)
Organize and complete research and development plan in accordance with the
item
approved by Administration Committee, and Party B will assistant Party A to
promote research item to industrialization.
Intellectual
property rights belongs adscription
(1)
|
Before
Research Institute founds, Party A and Party B respectively will
hold its
own technology result.
|
(2)
|
After
Research Institute founds, Party A and Party B will promise duplex
obligations and rights in accordance with Proprietary Technology
Contract
signed.
|
Violation
of agreement
(1)
|
If
Clause 1 or Clause 2 is violated, Party A will be responsible for
violation obligation.
|
(2)
|
If
Clause 3 or Clause 4 is violated, Party B will be responsible for
violation obligation.
|
Both
Party A and Party B have the rights to investigate the other’s violation
obligation and to relieve the agreement with written form. If Party A or Party
B
doesn’t response within two months after receiving relieving agreement text, the
agreement will be deemed to be relieved, and at the same time, the institute
will be withdrawn.
Arbitration
The
disputes in connection with Party A and Party B shall be amicably settled
through negotiation. In case no settlement can be reached between the two
Parties, superior units will be pleased to settle the disputes. If still no
settlement can be reached, disputes shall be submitted to Beijing Arbitration
Commission for arbitration. The arbitration shall be accepted as final and
binding upon both parties.
Prohibition
and confidentiality
(1)
|
Both
parties shall not use the name of
|
“Qinghua
University (power
engineering and applied electronic technique
department),
Liaoning High-tech Energy Group Co.,Ltd.----Micro Power Grid
Research
Institute
to
register as a separate legal entity institute outside the school, and shall
not
use the name to engage in other commercial activities outside business field.
(2)
|
Both
parties will take on the responsibility of keep the technique and
materials the other party offers confidential. Nevertheless whether
the
agreement will be changed, withdrawn and terminated, the clause will
be
effective for a long time.
|
Time
limit
Time
limit is three years, and the agreement will go into effect after the signing
date. Before three months of the expiration of the agreement, both parties
can
discuss the following:
(1)
|
If
complied with continual signing condition, submit it to superiors
for
approval, and sign the continual
agreement.
|
(2)
|
If
not complied with continual signing condition, both parties will
terminate
the agreement, at the same time, the institute will be
withdrawn.
|
(3)
|
When
irresistible cause make the institute can’t continue operating, through
the approval of both parties, the agreement can be terminated ahead
of
time.
|
XI.
Miscellaneous
1.
|
After
the withdrawal and termination of this agreement, both sides should
not
engage in any activities under the name of the original combined
association and both sides have the obligation to maintain other
side’s
reputation and right. This agreement is effective for long term.
|
2.
|
Any
amendment, supplementation
and change of this agreement should be effective after written agreement
with signature and stamp by both sides (Party B should get approval
from
the administrative department of Tsinghua University. The foregoing
written agreement has equal effect to this
agreement.
|
3.
|
There
are 10 copies of this original contract held by both sides- 5
each.
|
Party A: Liaoning Gaoke Energy |
Party
B: Tsinghua University
|
Group
Co., Ltd.
|
(Power
engineering and applied electronic
technique)
|
Legal representative: | Legal representative: |
Signing date: September 16, 2005 |
Signing
date: September 16,
2005
|