IP Protection Agreement (知识产权及商业秘密保护协议)

Intellectual Property Rights and Trade Secret Protection Agreement

Party A:

Party B:

Whereas:

Pursuant to the principles of equality, willingness, consultation and consensus, Party A and Party B intend to negotiate or make cooperation on the project (hereinafter referred to as the “OEM Project“) which Party A will authorize Party B to manufacture the products with Party A’ brand name and Party A will then purchase such products from Party B.

Whereas:

In the process of negotiation, Party A will provide such tools or materials as drawings, design, technical data, creative design concept, trademark, brand and etc. to party B, as well as other related material or information.

Therefore:

After mutual friendly consultation, Party A and Party B agree to sign this agreement, so as to protect the intellectual property and trade secret of Party A.

Article 1 Definition:

1.1 Intellectual property rights

The intellectual property rights, to which this Agreement refers, are and include, but are not limited to, product mold or parts molds, design, technical data, drawings, trademark, creative design concept, pattern samples, brand and other related patent, copyrights, trademark rights, and other industrial properties.

1.2. Trade secret

Trade secrets refers to know-how, process, technical data, exclusivity documents, financial report, client lists, competition position, negotiation for cooperation project, articles under the Agreement and other information with respect to relevant businesses and technologies, whether in written, graphic, software, data base or other forms, that have been disclosed by one party to the other party with clear label or designation of "confidential information”(hereinafter referred to as "confidential information").

Article 2: Party A’s Rights and Duties

2.1. Party A pledges and guarantees that it has independent, legitimate, complete ownership of property rights and trade secrets under this Agreement or authorization to use them.

2.2 Party A pledges and guarantees that intellectual property and trade secret provided to Party B will not infringe upon the right or interests of a third party.

2.3 Party A will provide the drawings, design, technical data, trademark, creative design concept, pattern samples or brand to party B, or disclose some confidential information to Party B, which shall not constitute or express in any event, Party A’s transfer or authorization of the ownership of intellectual property or trade secrets to Party B.

2.4 Party A has the ownership of the molds which are made by Party B according to Party A’s drawings or requirements.

Article 3 Party B’s Rights and Duties

3.1 Party B pledges and guarantees that the intellectual property or trade secret held or controlled by Party B under this Agreement shall be restricted solely to the referred OEM Project, and shall not use in any other purposes.

3.2 Party B pledges and guarantees that he shall not carry any production or operation even sub-contracted for his own business, by using drawings, design, technical data, trademarks, creative design concept, pattern samples and brand provided by Party A without Party A’s written authorization.

3.3 Party B pledges and guarantees that without Party A’s written authorization, he shall not provide the drawings, trademark, brand marking, pattern samples and etc. obtained from Party A to any third party, by selling, renting, copying or any other means.

3.4 Party B pledges and guarantees that he shall not disclose any confidential information to a third party or otherwise make use of the confidential information without Party A’s written authorization.

3.5 Party B pledges and guarantees that he shall urge his representatives not to disclose any confidential information to a third party or otherwise make use of the confidential information.

3.6 Party B pledges and guarantees that he shall strictly limit the access to the confidential information to his responsible representatives and staff only for the implementation of OEM Project.

3.7 In the event that the OEM Project is stopped or cancelled by Party A, Party B shall return molds, trademark, brand marking, pattern samples and etc. to Party A, and destroy or return all confidential information as well as all documents and materials and all duplicates thereof containing confidential information to Party A within five working days upon receipt of Party A’s written notice.

4. Liability for Breach of Agreement

If Party B breaches any items in this Agreement relating to Party A’s intellectual property rights and Party B’s duty to respect and safeguard them, Party B shall compensate 20,000 dollars to Party A as penalty. If such penalty is insufficient to cover the economic losses incurred to Party A, Party B shall make up for it.