Xi'an Tongshi Network & Wireless Cards Driver
Network, there is also an increasing interest among researchers to study the impact of guanxi on the behavior of Chinese people (W ong 1998) and Chinese firms (Luo 1997). 2006/05/20, The Network of Interaction in Inland and Maritime World and Islam, The Transformations and Network of Muslims in China under the Yuan and Ming Dynasties: Analysis of the Inscription Carved the Edict in the 25th Year of Hongwu Era (1392), Existing at the Xi'an Masjid, Touka Shobo, 2006, Japanese, Tetsuo Morikawa and Koji Saeki, eds. Trade data on Xi'an Tongshi Data Ltd. See Xi'an Tongshi Data Ltd. 's products and customers Thousands of companies like you use Panjiva to research suppliers and competitors.
- Standard Production, Marketing And License Agreement For China Worldspace Pc Card And China Worldspace Receiver for China WorldSpace PC, WorldSpace International Network Inc, Xi'an Tongshi Technology Limited - Sample agreements, legal documents, and contracts from RealDealDocs.
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Exhibit 10.7
STANDARD PRODUCTION, MARKETING
AND LICENSE AGREEMENT
FOR
CHINA WORLDSPACE PC CARD
AND
CHINA WORLDSPACE RECEIVER
This Standard Production, Marketing and License Agreement for China WorldSpace PC Card and China WorldSpace Receiver (this “Agreement”) is made by and between:
WorldSpace International Network Inc., a corporation organized under the laws of the British Virgin Islands, having its principal office at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (“WORLDSPACE”); and
Xi’an Tongshi Technology Limited, a corporation organized under the laws of the People’s Republic of China, having its principal office at No.89 XingQing Road, Xi’an, Shanxi Province, P. R. China, (“TONGSHI”) (each, a “Party” and collectively, the “Parties”).
WHEREAS, WORLDSPACE is a digital broadcaster of audio and multimedia programs directly from satellites and the decoding of the WORLDSPACE satellite digital signals requires specially designed satellite receivers and specially designed PC cards, which function as satellite receivers when used in conjunction with antennas, both of which are referred to by WORLDSPACE using its trademark “WORLDSPACE” (“WORLDSPACE Receivers” and “WORLDSPACE PC Cards”) and both of which incorporate specially designed chipsets that WORLDSPACE refers to using its trademark “STARMAN” (“STARMAN Chipsets”); and
WHEREAS, TONGSHI is a TongShi and seller of PC cards and certain consumer electronics products; and
WHEREAS, WORLDSPACE has selected TONGSHI to produce, market and sell its China WORLDSPACE PC Cards and China WORLDSPACE Receivers pursuant to a license under certain intellectual property rights owned by WORLDSPACE and pursuant to a sublicense under certain intellectual property rights owned by Fraunhofer Gesellschaft zur Förderung der Angewandten Forschung e.V. (“FhG”) and granted to WORLDSPACE either directly or pursuant to an agreement between Thomson Consumer Electronics Sales GmbH (“TCE”) and WORLDSPACE; and
WHEREAS, TONGSHI is interested in producing, marketing and selling China WORLDSPACE PC Cards and China WORLDSPACE Receivers and desires to obtain, and WORLDSPACE is willing to grant, a non-exclusive license and sublicense that will allow TONGSHI to manufacture consumer grade PC cards and satellite receivers utilizing WORLDSPACE’s intellectual property and to market the same under TONGSHI’s brand names and WORLDSPACE’s trademarks and logo.
NOW, THEREFORE, the Parties have agreed as follows:
1. DEFINITIONS
For purposes of this Agreement, the following capitalized terms will have the following meanings.
1.1 “WORLDSPACE System” means a satellite-based digital audio, visual imaging and/or data broadcasting system using time division multiplex (“TDM”) downlink and PSK modulation, comprising 3 satellites with 3 beams per satellite, 2 TDM carriers with opposite circular polarization per beam, 96 primary rate channels with 16 Kbps per carrier, equivalent to a maximum of 1728 broadcast channels, which uses ISO MPEG 1/2 Audio Layer 3 (IS 11172-3, IS 13818-3) and MPEG 2.5 Layer 3 as the source coding scheme and as specified in the WORLDSPACE Format.
1.2 “WORLDSPACE Format” means the TDM bitstream structure as defined in WORLDSPACE DAVB Digital Format Requirements document WST-PMO-DDS-002-000000 Edition 08 Revision B dated March 26, 1998.
1.3 “China WORLDSPACE Receiver” means a satellite receiver designed to contain a STARMAN Chipset and designed to receive certain broadcasts from AsiaStar in accordance with the WORLDSPACE Format and
which meets or exceeds the Technical Specifications attached as Appendix 2 and which functions in accordance with the Chinese Broadcast Format attached as Appendix 9.
1.4 “International WORLDSPACE Receiver” means a satellite receiver designed to contain a STARMAN Chipset and designed to receive all broadcasts from AfriStar, AsiaStar and/or AmeriStar in accordance with the WORLDSPACE Format and which meets or exceeds the Technical Specifications attached as Appendix 2.
1.5 “China WORLDSPACE PC Card” means a card designed to contain a STARMAN Chipset and designed for use with a personal computer, which, when used in conjunction with an antenna, functions as a China WORLDSPACE Receiver.
1.6 “International WORLDSPACE PC Card” means a card designed to contain a STARMAN Chipset and designed for use with a personal computer, which, when used in conjunction with an antenna, functions as an International WORLDSPACE Receiver.
1.7 “STARMAN Chipset” means a chipset, manufactured under license from WORLDSPACE and having the characteristics set forth in Appendix 3, that can process data according to the WORLDSPACE Format. A list of TongShis qualified and licensed to manufacture STARMAN Chipsets as of the effective date of this Agreement is set forth in Appendix 4, as periodically updated.
1.8 “FhG Patent Rights” means the patents and patent applications anywhere in the world, and all continuations, continuations-in-part, divisions, reissues, reexaminations, substitutions, additions and extensions thereof, and all supplementary protection certificates, relating to ISO MPEG 1/2 Audio Layer 3 and MPEG 2.5 Layer 3 technology used in the WORLDSPACE Format that FhG owns or will own during the Term. FhG Patent Rights as of the effective date of this Agreement are set forth in Appendix 5, as periodically updated.
1.9 “WORLDSPACE Patent Rights” means the patents and patent applications anywhere in the world, and all continuations, continuations-in-part, divisions, reissues, reexaminations, substitutions, additions and extensions thereof, and all supplementary protection certificates, relating to the WORLDSPACE System and to the International WORLDSPACE Receiver, the China WORLDSPACE Receiver, the International WORLDSPACE PC Card and the China WORLDSPACE PC Card technology that WORLDSPACE owns or will own during the Term. WORLDSPACE Patent Rights as of the effective date of this Agreement are set forth in Appendix 6, as periodically updated.
1.10 “WORLDSPACE Information” means all information and knowledge relating to the WORLDSPACE System, the WORLDSPACE Format, the International WORLDSPACE Receiver, the China WORLDSPACE Receiver, the International WORLDSPACE PC Card, the China WORLDSPACE PC Card, the International WORLDSPACE PC Card and the China WORLDSPACE PC Card the STARMAN Chipset, the WORLDSPACE Patent Rights and the FhG Patent Rights that is not generally known, including, and whether or not patentable, all trade secrets, know-how, data, designs, specifications, material lists, drawings, algorithms, formulas, patterns, compilations, programs, samples, devices, protocols, methods, techniques, processes, procedures and results of experimentation and testing, including the information contained in the documents set forth in Appendix 10.
1.11 “Development Patent Rights” means the patents and patent applications anywhere in the world, and all continuations, continuations-in-part, divisions, reissues, reexaminations, substitutions, additions and extensions thereof, and all supplementary protection certificates, relating to the design and development by TONGSHI of the China WORLDSPACE PC Card and the China WORLDSPACE Receiver under Article 2.1.1, excluding FhG Patent Rights, WORLDSPACE Patent Rights, and any patents, patent applications or similar rights possessed or obtained by TONGSHI prior to the execution of this Agreement.
1.12 “Development Information” means all information and knowledge relating to the design and development by TONGSHI of the China WORLDSPACE PC Card and the China WORLDSPACE Receiver under Article 2.1.1 that is not generally known, including, and whether or not patentable, all trade secrets, know-how, data, designs, specifications, material lists, drawings, algorithms, formulas, patterns, compilations, programs, samples, devices, protocols, methods, techniques, processes, procedures and results of experimentation and testing, excluding the WORLDSPACE Information and any similar information and knowledge possessed or obtained by TONGSHI prior to the execution of this Agreement.
1.13 “WORLDSPACE Marks” means WORLDSPACE’s logo and trademarks as shown in Appendix 7.
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1.14 “AfriStar” means the WORLDSPACE satellite launched on October 28, 1998 that provides service to the geographic regions within the WORLDSPACE Service Area where reception of the signal from AfriStar may be achieved using an International WORLDSPACE Receiver. A contour map indicating generally the geographic reach of the AfriStar broadcast beams is attached to Appendix 1.
1.15 “AsiaStar” means the WORLDSPACE satellite launched on March 21, 2000 that provides service to the geographic regions within the WORLDSPACE Service Area where reception of the signal from AsiaStar may be achieved using an International WORLDSPACE Receiver. A contour map indicating generally the geographic reach of the AsiaStar broadcast beams is attached to Appendix 1.
1.16 “AmeriStar” means the WORLDSPACE satellite currently scheduled for launch in 2001 that will provide service to the geographic regions within the WORLDSPACE Service Area where reception of the signal from AmeriStar may be achieved using an International WORLDSPACE Receiver . A contour map indicating generally the geographic reach of the AmeriStar broadcast beams is attached to Appendix 1.
1.17 “WORLDSPACE Service Area” means the geographic regions where reception of the signal from AfriStar, AsiaStar and/or AmeriStar may be achieved using an International WORLDSPACE Receiver .
1.18 “Affiliate” means a corporation, partnership or other entity controlled by, controlling or under common ownership or control with a Party.
1.19 “Term” means the term of this Agreement as set forth in Article 8.1.
2. CHINA WORLDSPACE PC CARD AND CHINA WORLDSPACE RECEIVER PRODUCTION
2.1 Production of China WORLDSPACE PC Cards and China WORLDSPACE Receivers.
2.1.1 Mass Production. TONGSHI shall mass-produce China WORLDSPACE PC Cards and China WORLDSPACE Receivers in quantities sufficient to meet consumer demand. TONGSHI shall use its best efforts to produce China WORLDSPACE PC Cards and China WORLDSPACE Receivers that are of high quality and fulfill the customers’ needs. TONGSHI shall use its best efforts to mass-produce China WORLDSPACE Receivers at an ex factory price for the WORLDSPACE functionality not to exceed Fifty U.S. Dollars (US$50). Except as otherwise provided herein, TONGSHI shall supply all personnel, materials, facilities and other resources necessary to produce China WORLDSPACE PC Cards and China WORLDSPACE Receivers.
2.1.2 Subcontracts. TONGSHI and its Affiliates may subcontract the performance of all or part of the production of China WORLDSPACE PC Cards and China WORLDSPACE Receivers. Any failure by a subcontractor to meet its obligations shall not relieve TONGSHI of any of its obligations hereunder.
2.1.3 Access to Production. WORLDSPACE shall have reasonable access to the facilities of TONGSHI used for the production of China WORLDSPACE PC Cards and China WORLDSPACE Receivers. TONGSHI shall, at WORLDSPACE’s request, deliver by confidential means to WORLDSPACE copies of designs and data generated in the course of producing China WORLDSPACE PC Cards and China WORLDSPACE Receivers. The Parties will schedule meetings from time to time to review the progress of the production.
2.2 Transfer of WORLDSPACE Information and Technical Assistance.
2.2.1 WORLDSPACE Information Transfer. Upon receipt by WORLDSPACE of the license fee paid by TONGSHI pursuant to Article 4.1.3 hereinafter, WORLDSPACE shall furnish TONGSHI, at TONGSHI’s request, with such WORLDSPACE Information as is reasonably necessary for the production and marketing of China WORLDSPACE PC Cards and China WORLDSPACE Receivers by TONGSHI.
2.2.2 Technical Assistance. WORLDSPACE shall provide TONGSHI with such technical assistance as TONGSHI may reasonably request regarding the development and production of China WORLDSPACE PC Cards and China WORLDSPACE Receivers, including the dispatch of engineers and other support staff. TONGSHI shall pay WORLDSPACE for all such technical assistance and for any design
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and engineering services at standard commercial rates and shall pay WORLDSPACE for all of its out of pocket costs associated with providing such technical assistance. All technical assistance will be conducted at such times and at such locations as may be mutually convenient to WORLDSPACE and TONGSHI.
2.3 Approval of China WORLDSPACE PC Cards and China WORLDSPACE Receivers .
2.3.1 Type Approval. Prior to commencing commercial mass production of any China WORLDSPACE PC Cards and China WORLDSPACE Receivers, TONGSHI will submit to WORLDSPACE for its inspection: (i) a prototype of each PC card or receiver that TONGSHI proposes to manufacture, so that WORLDSPACE may confirm that such prototype PC card or receiver performs in accordance with the WORLDSPACE Format and the Technical Specifications; and (ii) the preliminary design specifications for such PC cards or receivers, including all circuit diagrams, blueprints (or equivalents thereof), component specifications (if WORLDSPACE requests) and overall specifications of such prototype PC card or receiver. If such prototype PC card or receiver successfully passes WORLDSPACE’s test, it will be deemed an approved “China WORLDSPACE PC Card” or “China WORLDSPACE Receiver,” as the case may be, under this Agreement. After a PC card or receiver has been qualified as a China WORLDSPACE PC Card or China WORLDSPACE Receiver, as the case may be, no changes may be made to the China WORLDSPACE PC Card or China WORLDSPACE Receiver except for those which are cosmetic in nature or which do not materially affect the function or quality of the China WORLDSPACE PC Card or China WORLDSPACE Receiver unless the PC card or receiver is resubmitted to WORLDSPACE for testing and WORLDSPACE confirms that this modified PC card or receiver continues to qualify as a China WORLDSPACE PC Card or China WORLDSPACE Receiver. All testing will be performed at WORLDSPACE’s then current testing rates. As of the Effective date of this Agreement, WORLDSPACE’s standard rates are as set forth in Appendix 8, but WORLDSPACE reserves the right to make reasonable changes to its rates with prior notification to TONGSHI. The testing fees for the first prototype PC card and the first prototype receiver to be tested are included in the license fee paid by TONGSHI to WORLDSPACE pursuant to Article 4.1.3 hereinafter.
2.3.2 Requests for Testing. All requests for testing will be accompanied by payment in full of WORLDSPACE’s testing fee, a prototype of the applicable PC card or receiver and all test data and schematics pertaining thereto. WORLDSPACE will endeavor in good faith to test, or have its authorized agent test, all prototype PC cards or receivers submitted for testing within thirty (30) days from the date WORLDSPACE or such authorized agent has received such prototype and all test data and schematics pertaining thereto. Delays in testing will not entitle TONGSHI to cancel a testing order or to claim damages, provided that WORLDSPACE immediately notifies TONGSHI of such delays and presents a plan to complete such testing as soon as possible.
3. PC CARD AND RECEIVER MARKETING
3.1 Marketing the China WORLDSPACE PC Cards and China WORLDSPACE Receivers.
3.1.1 Marketing. TONGSHI agrees to use its best efforts to market and sell China WORLDSPACE PC Cards and China WORLDSPACE Receivers only within China in quantities sufficient to meet the consumer demand for China WORLDSPACE PC Cards and China WORLDSPACE Receivers produced by TONGSHI.
3.1.2 Marketing Strategy. TONGSHI shall market, advertise and promote the China WORLDSPACE PC Cards and China WORLDSPACE Receivers and the WORLDSPACE Marks throughout China in order to effectively create consumer demand for its China WORLDSPACE PC Cards and China WORLDSPACE Receivers.
Xi'an Tongshi Network & Wireless Cards Drivers
4. INTELLECTUAL PROPERTY LICENSES
4.1 WORLDSPACE Information License, FhG Patent Rights Sublicense, WORLDSPACE Patent Rights License, Development Rights and WORLDSPACE Marks License.
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4.1.1 License and Sublicense Grant. WORLDSPACE hereby grants to TONGSHI and its Affiliates a non-exclusive, non-transferable, revocable, indivisible license under the WORLDSPACE Information, the WORLDSPACE Patent Rights and the WORLDSPACE Marks and a non-exclusive, non-transferable, revocable, indivisible sublicense under the FhG Patent Rights, to produce, market and sell, and/or have produced, marketed and sold, China WORLDSPACE PC Cards and China WORLDSPACE Receivers. TONGSHI shall have no right to sublicense to any third party without WORLDSPACE’s prior written approval.
Xi'an Tongshi Network & Wireless Cards Drivers
4.1.2 Licensed and Sublicensed Territory. Pursuant to Article 4.1.1, TONGSHI and its Affiliates may produce, and/or have produced, China WORLDSPACE PC Cards and China WORLDSPACE Receivers anywhere in the world for sale only in China; provided that TONGSHI will not use or authorize any public use, direct or indirect, of the WORLDSPACE Marks outside the WORLDSPACE Service Area and will not knowingly sell any products covered by this Agreement to persons who intend or are likely to resell them outside the WORLDSPACE Service Area. TONGSHI shall not sell any International WORLDSPACE PC Card or any International WORLDSPACE Receiver within China at any time.
4.1.3 Testing Fee and License Fee. TONGSHI shall pay to WORLDSPACE within ten (10) business days of executing this Agreement a testing fee for China WorldSpace PC Card and China WorldSpace receiver of Twenty Thousand U.S. Dollars (U.S.$20,000.00) net of any applicable withholding taxes and bank charges. In consideration of the licenses and sublicense granted by WORLDSPACE under Article 4.1.1, TONGSHI shall pay license fee to WORLDSPACE according