DEVELOPMENTAGREEMENT-03-30(英文协议修改范本)

1、development agreementthis development agreement agreement”)is made and entered into effective as of (date) (the "effective date) by and between (name of the other company) (“short forn), a companyduly incorporated and organized under the laws of (country) whose principal address is (address of

2、the other company) and guangdong x x x electronics s&t co.,ltd. (ucoagentn), a company duly incorporated and organised under the laws of china whose principal address is section c, xi'nan in dustrial zone, san shui district, foshan city 528133 china (collectively the “parties”)whereas, xxxan

3、d (shortened name of the other party) have had discussions related to development for (project name with specific car models) av or avn system project xxxshall perform development work related to the project and (shortened name of the other party) shall pay xxxfor such development and xxxshall drovi

4、de(shortened name of the other party) a qualified av or avn system targeted to run on the (project name with specific car models).now therefore, xxxand (shortened name of the other company) hereby agree as follows:1. development and acceptance1.1 (name of the other company) should provide the inform

5、ation for (project name with specific car models) audio, vedio & navigationavn or av system (such as: yearly sales quantity, sales time(expiring year), car and car accessories original av system and some related accessories, target price, detail target features, etc), and offer to the xxxin writ

6、ten form.1.2 xxxshould perform all developments according to the appendix a and at last will provide (name of the other company) an ots-sample av or avn system targeted to run on the. (project name with specific car models).1.3 when receiving the ots-sample av or avn system, (name of the other compa

7、nv) should confirm if the ots-sample is qualified according to the appendix a ( (name of the project director of the other companvh please send the testing standard to us by return asappendix a)within seven(7) working days1.4 if the ots-sample is not qualified according to the appendix a, xxxshall r

8、ework and the new sample shall be completed in ten(10) working days after xxxreceives the written document which indicates that the sample is not qualified.2. ownership and further cooperation2.1 upon the (project name with specific car models) av or avn system, intellectual property rights of all t

9、echnology developed by xxxfor purpose of the project, including any and all technical information and/or materials, including, without limitation, ideas, techniques, designs, sketches, drawings, models, inventions, know-how, processes, apparatus, methods, equipment, algorithms, software programs, da

10、ta, software source code and related documents, other works of authorship, formulae and information concerning engineering, research, experimental work, development, design details, specifications and development or experimental work belong to coagent.2.2 there might be marks(such as ucaskan) on the

11、 expected (project name with specific car models) av or avn system, (shortened name of the other party) can not remove or modify the marks excluding xxxauthorizes.我司品牌名是否一定要在可能之处突显，视项目实际情况来定。whether the marks of x x x(such as caska) shall be shown on the products or not, it depends on the actual sit

12、uation of the project.2.3 after the ots-sample is confirmed by (shortened name of the other partv), the parties shall make an "exclusive agent contract” and sign it. xxxshall authorize (shortened name of the other party) to be exclusive agent for (project name with specific car models) av or av

13、n system in (tarqet market/countrv) for two years up to party b reaches the sales target which is not less than (3000) pcs per year.年销售量可视情况而定 the annual sales target depends on the actual situati on.3.project deposit （ a项目合作定金”有没有比较准确的词组表达？）3.1经双方协商同意，（xxx美金）作为本协议标的项目合作定金,在协议签定时，由对方公司简称在 工作天内支付给 co

14、agent 公司。mutually agreed by the parties, (xxxusd) isdeposited for the project within the agreement.(后面英文需要再顺一下)the deposit is thirty seven thousand usd(sav：usd37,000). upon signature of the agreement by the parties, (shortened name of the other partv) shall pay xxxdeposit within three working daysth

15、e pointed bank account of coagent:xxxenterprise limitedroom 601-602, 6/f, crown industrial building, 106 how ming street, kwuntong, kowloon, hksar, china411-688492-838the hongkong and shanghai banking corporation limited (hsbc)swift code： hsbchkhhhkhxxxwill offset the project deposit upon payment fo

16、r goods if the quantity which (shortened name of the other party) purchases the (project name with specific car models) av or avn system in one year is not less than 3,000pcsterm and terminationthis agreement commences on the effective date and shall continue in force until two years from the effect

17、ive date unless terminated pursuant to the terms of the development agreeme nt.notwithsta nding any thing to the contrary contai ned herein, either party may terminate this agreement immediately upon notice to the other party if the other party ceases to do business for any reason, becomes bankrupt

18、or in solve nt, makes a general assignment for the benefit of creditors, reorganizes, suffers or permits the appointment of a receiver for its business or a substantial portion of its assets or files any application or petition seeking relief under federal or state law generally affecting the rights

19、 of creditors which event shall not be cured or avoided within 90 days.in the eve nt of a material breach of this agreement by either party, the non-defaulting party may advise the defaulting party of its desire to terminate this agreement if the breach is not cured within sixtv (60) days should any

20、 correctable breach not been cured within the requisite time, then upon expiration of the cure period the non-defaulting party shall have the option of terminating this agreement upon ten (10) days prior written notice.noticeany notice or other information to be given hereunder shall be in writing a

21、nd shall be effective upon receipt. notices shall be deemed received as follows: (1) on the day delivered if personally delivered during normal business hours; (2) on the fifth (5山)business day following mailing by first class certified mail (or the equivalent thereof) postage prepaid, addressed to

22、the parties, as shown below:for:guangdong xxx electronics s&t co., ltdadd: section c, xi5nan industrial zone, sanshui district, foshan city, guangdong province, china 528133tel: 86-0757 5661 4666fax:86-0757 8616 5661for (shortened name of the other party):(full name of the other party)add:tel:fa

23、x:attention: general counsel:each party may change its address for notice, or its designated recipient, by informing the other party in writing of such change.general provisionsgovernina law. this agreement shall be deemed to have been made in, and shall be con strued pursuant to the laws of main la

24、nd china without regard to conflicts of laws provisions thereof or the provisions of the united nations con vention for the international sale of goods dispute resolution. in the event of any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or in

25、validity thereof, the parties shall attempt in the first instance to resolve the dispute through good faith consultation. if the dispute is not resolved by consultation within thirty (30) days after the date on which one party has served written notice on the other party for the commencement of such

26、 consultations, then either party shall have the right to submit the dispute for arbitration. the dispute shall be settled by arbitration in accordance with the china international economic and trade arbitration commission (ucietac) arbitration rules, and the following provisions: (i) the appointing

27、 authority shall be the china international economic and trade arbitration commissi on (cietac) south china sub-commission; (ii) the place of arbitration shall be in the city of shenzhen, people's republic of china; (iii) the arbitration shall be administered by cietac south china sub-commission

28、 in accord a nee with cietac south china sub-commission procedures for arbitrati on in force at the date hereof including such additions to the cietac arbitration rules as are therein contained; (iv) the arbitral award shall be final and binding; and (v) the arbitration shall be conducted confidenti

29、ally and any award made may be made public only with the prior written consent of the parties.no waiver. no delay, omission, or failure to exercise any right or remedy hereunder by either party shall be deemed to be a waiver thereof; nor shall any exercise of any right or remedy hereunder preclude a

30、ny other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.force maieure. neither party shall be held liable for any failure to fulfill its obligations under this agreement, if such failure is due to acts of god, acts of civil or military authorities,

31、fire or flood, epidemics, war, extreme weather or other natural calamity, acts of governmental agencies or any other cause beyond the reasonable control of the affected party.assiqnment; bindina effect. this agreement may not be assigned, nor any duty hereunder delegated, by either party without the

32、 written consent of the other. subject to the foregoing, this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. sale, merger or acquisition shall not constitute an assignment.entire agreement. this agreement, together with the appendices hereto, represents, constitutes and expresses the entire agreement between the parties with respect to the subject matter contained herein