Exhibit 10.17
TECHNICAL SERVICES AND PATENT TECHNOLOGY
LICENSING AGREEMENT
This agreement is made between the China Card IC (Shanghai) Company,
(hereinafter as Party A), of China, and the American Pacific Aviation &
Technology Corporation (hereinafter as Party B), based on the principle of
mutual benefits and through friendly negotiations, for the provision of
technical services and patent technology by Party B to Party A.
1. Party B shall provide Party A with the full set of technology (including
technical process, operation rules, maintenance rules, inspecting and
testing rules, administration 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 meet the requirements of the Agreement for Purchase of Equipment
2. Without written permission of Party B, Party A shall not transfer the
patent technology or exclusive technology to any third party, nor shall
Party A duplicate the equipment provided by Party B. Without the permission
of Party B, Party A shall not allow business or technical personnel of
other party to examine the production line, nor shall Party A provide any
technical information to any other party. Party A shall have the legal
right to use the patent technology of Party B. In the event of any dispute
brought forth by a third party against Party A for using said technology,
Party B shall be responsible for resolving the issue.
3. Party B shall be responsible for providing all technical services of
installation, trouble shooting, test running, receipt and acceptance and
shall solve all the technical problems before receipt and acceptance to
ensure that each production line be able to produce 750 pieces/hour. Party
A shall delegate special staff to coordinate the project to ensure that
installation, trouble shooting and test running go through smoothly. The
installation and testing period shall be two weeks. Expenses of experts
from Party B shall be paid by Party B but Party A shall provide meal in the
factory and transportation within the city.
4. Party B shall train the staff of Party A for a period of two weeks. Party A
shall select qualified staff to receive the training. In the event that
members from Party A do not fully master the production technology after
the training period, said period can be extended to three or four weeks,
the cost of such extension shall be assumed by Party A.
5. Within six months after actual production starts, Party B shall send one to
two technical staff to work at Party A site to provide on-site production
assistance and technical support. The expenses of which shall be paid by
Party B.
6. This agreement, along with the Agreement for Purchase of Equipment and its
appendices, shall become effective at the same time.
7. Default
Both parties shall execute the provisions of the agreement sincerely. In
the event any party fails to execute any of the above provisions, which
causes the economic loss of the other party, the defaulting party shall
compensate the loss. Claims and penalties shall be executed according to
provisions of Chapter IX of the Agreement for Purchase of Equipment
8. 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 heard in Beijing, by the China International Economic and Trade
Arbitration Committee. Fee for arbitration shall be paid by the losing
party.
9. This agreement contains four original copies, with each party holding two
copies each. All copies bear equal validity.
PARTY A: China Card IC (Shanghai)
Representative of Company:
Signature:
March 3, 2000
PARTY B: American Pacific Aviation & Technology Corporation
Representative of Company:
Signature:
February 18, 2000
