This contract is entered on (Y) (M) (D) by an between:
Party A:
Party B: China Yunsun LED Lighting Co., Ltd. a company organized and existing under the laws
of Peoples’ Republic of China and having it’s principle place of business located at: 5/F. Building
B, Anzhilong Indl. Qinghua East Road, Longhua Town, Shenzhen China.
Whereas:
1. Party A is engaged in the business of marketing of in Country of .
2. Party B is engaged in developing and manufacturing of LED Lighting products.
Now this contract witness and it is hereby agreed by and between the above two Parties hereto as
follows:
Section 1: Definitions and Interpretation
1.1 Cooperation Manner: Both Parties agree that Party A shall sell the products by OEM; Meanwhile,
Party B shall develop, manufacture and provide, by OEM, products with the brand designated by
Party A.
1.2 Definitions
products developed and designed by Party B and approved by Party A.
1.3 Duration: This agreement shall be for a period of years from the date of execution unless
terminated earlier in accordance with the provisions of this contract.
Section 2: Brand and Trademark
2.1 Party A grants Party B to use the Brand and Trademark on the products.
2.2 Party B undertakes not to use the Trademark in any other way without the expressed approval
of Party A. The Trademark can only be used in products as approved by two Parties.
2.3 Party A warrants that the Brand and Trademark do not infringe any admissible intellectual property
right of any third party, Otherwise, Party A shall indemnify Party B’s loss and damage result from
such infringement including but not limited to attorney fee, any penalty, damage or compensation.
2.4 Party A shall provide Party B with the corresponding brand symbol, brand logo image and other
relevant brand and design, The cost of putting the brand on the products shall be for the account of
Party B.
Section 3. Products and Quality Standards
Party B hereby guarantees that the products provide to Party A will comply with quality standards
provided in this agreement, country standards, Party A’s company and country standard or as maybe
agreed upon in writing by both parties. If the liability of product’s quality is caused by Party A’s
directions, Party B will not be with responsibility for the liability.
Section 4. Rights and Obligations
4.1 Party A warrants that it shall not divulge relevant technical materials to a third party, In case of
violation by Party A of this warranty, Party B shall have the right to terminate this Agreement
immediately by giving a written notice to Party A.
4.2 Party A further warrants that it will not dismantle or dissect the Products or counterfeit the products.
In case of violation by Party A of its warranty, Party B shall have the right to terminate this agreement
immediately by giving a written notice to Party A. When the intellectual property rights of Party B is
violated, Party B shall have the right to claim the legal and economic compensation from the Party A.
4.3 Party B warrants that it shall not directly or indirectly contact Party A’s customer or sell products,
whether directly or indirectly to Party A’s customer. Except approved by Party A.
4.4 Party B warrants that the products do not infringe any admissible intellectual property right of any
third party, including but not limited to: Copyright, Patent and Trade Secret.
4.5 Party B warrants and shall provide the technical materials covering the products and shall help
Party A finish the corresponding advertising materials and manuals.
4.6 Party B warrants and shall provide Party A with relevant written instructions covering technical
problems under the User’s Service.
4.7 Party B warrants and shall inform Party A of any launch of new product.
Section 5. Intellectual Property
5.1 The intellectual property of the Brand and Trademark belongs to Party A, the infringement and
all expense because of the brand and trademark should be compensated by Party A.
5.2 The intellectual property of Products belongs to Party B, except the Brand and Trademark.
Section 6. Order
6.1 The purchase order sent by Party A, should including the product name, price, quantity, shipment,
insurance, payment and so on. And Party B should accept or refuse or request to change it in 5 working
days.
6.2 Once Party B accept the order, Party A cannot change or cancel it without the approval of Party B.
Section 7. Payment
7.1 The payment shall be paid by Party A to Party B under T/T or Paypal in advance of the delivery of
the goods.
7.2 Based on 100% T/T in advance of delivery, payment term and time can be negotiated before the execution of the order depends on the amount of each order.
Section 8. Termination
8.1 Either Party may terminate this Contract by giving a days prior written notice to the other party.
8.2 Without prejudice to either party’s other remedies, either party shall have the right to terminate the contract forth with if:
a) Any party commits a material breach or persistent beaches of the Contract and fails to remedy the
breach with days of receiving of written notice to do so; or
b) Any party becomes insolvent, ceases to trade, compound with its credits, commits an act of bankruptcy
petition to wind up the Party is passed of presented otherwise than for reconstruction or amalgamation.
Section 9. Force Majeure
9.1 “Force Majeure” shall means all events which are beyond the control of the Parties to this Contract,
and which are unforeseen, unavoidable, or insurmountable. Such events shall include earthquakes,
typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law, or controlled, including
instances which are acceptable as Force Majeure in general international commercial practice.
9.2 The Party claiming Force Majeure shall promptly inform the other Party in writing and shal furnish
sufficient proof of the occurrence and duration of such Force Majure.
9.3 A Party cannot claim any compensation and damages based on delay of non-fulfillment of
obligations by the other Party due to Force Majeure.
Section 10. Confidentiality
The Parties should:
a) Maintain the confidentiality of confidential information;
b) Not use Confidential Information for any purposes other than those specifically set out in this
Contract; and
c) Not disclose any such Confidential Information to any person or entity, except to its employees to
employees of Affiliates, its agents, attorneys, accountants and other advisors who need to know such
information to perform their responsibilities.
Section 11. Settlement of Disputes
11.1 The validity, interpretation and implementation of this contract shall be governed by the laws of
People’s Republic of China.
11.2 In the event of any dispute, controversy or claim arising out of or relating to this Contract, the
Parties shall attempt in the first instance to resolve such dispute through friendly consultations. In the
event that not settlement can be reached, such disputes shall be submitted to Shenzhen for arbitration.
Signatures:
Party A: Party B
Xxxxxxxxxxxxxxxxxx China Yunsun LED Lighting Co. Ltd.
Xxxxx
Signature: Signature:
Name: Name:
Titel: Titel:
Date: Date:
