exv10w80



 





Exhibit 10.80




Royalty Agreement



This Agreement (the “Agreement”), entered into this 27th day of November, 2007, by and
between SOUTH CHINA HOUSE OF TECHNOLOGY CONSULTANTS LTD., (“SCHOT”) a company duly
established and existing pursuant to the laws of Hong Kong with its registered office at Unit
1303-04, Block B Sea View Estate, 2-8 Watson Road. North Point, Hong Kong; OLEVIA (FAR EAST)
LIMITED (“Olevia Far East”) a company duly established and existing pursuant to the laws of Hong
Kong with its registered office at Room 1801, Wing On Central Building, 26 Des Voeux Road Central,
Central, Hong Kong and SYNTAX-BRILLIAN CORPORATION (“Syntax-Brillian”) a company duly
established and existing pursuant to the laws of Delaware with its register office at 1600 Desert
Drive, Tempe, Arizona 85281, collectively referred to as the “Parties”.




Recitals





	 	A.	 	Syntax-Brillian owns and controls the use of the OLEVIA trademark in the
People’s Republic of China as well as various other countries throughout the world.
	 
	 	B.	 	Syntax-Brillian has developed and designed various consumer electronic
products including LCD television products to its unique specifications and
requirements.
	 
	



	 	C.	 	Olevia Far East, which is an affiliated entity with Olevia (China), desires
to secure an exclusive license to perform direct drop ship business whereas it
directly delivers and sells goods as defined in Schedule III (hereinafter referred to
as “Licensed Goods”) from Taiwan to the People’s Republic of China and Hong Kong (“Territory”).
The granting of such license rights is done with the full consent of Olevia (China)
which holds certain exclusive rights under a previously granted license of
Syntax-Brillian.
	



	 
	 	D.	 	SCHOT has developed strong connection with different channels within the
Territory and strong credibility with companies outside the Territory.




Now Therefore, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows.





1. Upon execution of this Agreement, Syntax-Brillian grants to Olevia Far East an exclusive
license to distribute, offer for sale, and sell the Licensed Goods bearing the Trade Marks,
on a royalty-bearing basis in respect of the Licensed Goods as provided in Section 1(B)
below. Such Licensed Goods may also be sold



 









 







to a licensed and authorized distributor of Syntax-Brillian Licensed Goods for the sale of
such Licensed Goods in the People’s Republic of China.




1(B). Olevia Far East shall pay a royalty to Syntax-Brillian on all Licensed Goods that are
sold within the Territory as defined. This royalty shall be in the amount of three percent
(3%) of the total sales price, net of any taxes, duties or other similar charges applied to
the sales price of the Licensed Goods.




1(C). SCHOT shall be responsible to manage the Olevia Far East royalty calculations and
shall collect the royalty fee on behalf of Syntax-Brillian on the Licensed Goods that are
sold within the Territory as defined.




1(D). Olevia Far East shall pay such royalty to Syntax-Brillian via SCHOT as established in
Section 1(B) and 1(C) herein on the following basis:




     (i) At the end of the second month of each calendar quarter (i.e., February
28th, May 31st, August 31st and November 30th),
Olevia Far East through SCHOT shall provide a good faith estimate of the royalties that
will be due for that calendar quarter based upon the estimated total net sales anticipated
for said quarter. Based upon said estimated total net sales, SCHOT shall collect from
Olevia Far East and shall be liable to pay to Syntax-Brillian the total quarterly royalty
of three percent (3%) of the quarterly estimated total net sales within five (5) business
days following the due date of such estimate.




     (ii) Within twenty (20) days of the end of each calendar quarter, Olevia Far East
through SCHOT shall provide to Syntax-Brillian a final report of the actual net sales for
the preceding calendar quarter. In the event the actual net sales were less than the
estimated total net sales for each respective quarter upon which a royalty payment was made
by Olevia Far East through SCHOT to Syntax-Brillian, a credit will be issued to be applied
to the royalties due in the succeeding calendar quarter. In the event the actual sales
exceeded the estimated total sales for each respective quarter upon which a royalty payment
was made by Olevia Far East through SCHOT to Syntax-Brillian, an additional royalty will be
paid by Olevia Far East through SCHOT to Syntax-Brillian in the amount of the underpayment.
This reconciliation payment shall be made within thirty (30) days of the end of the
respective calendar quarter.




     (iii) All sales reports shall be subject to audit by Syntax-Brillian. SCHOT and
Olevia Far East shall cooperate in the completion of such audit by the production of all
business documents at its place of business within five (5) days written notice of any
audit request by Syntax-Brillian.




     (iv) Olevia Far East shall restrict its distribution, offers for sale and sales of
goods within the Territory to only those defined in Schedule III as Licensed Goods bearing
the Trade Marks as indicated in Schedule II.



 









 






2. Olevia Far East shall pay for all costs associated with the distribution, offer for sale
and the manufacture of all Licensed Goods with the Territory.




3. Olevia Far East shall comply with any standard of quality as may be prescribed by
Syntax-Brillian from time to time and shall guarantee the quality of the Licensed Goods
provided under the Trade Marks.




4. All labels, tags and packaging bearing the Trade Marks shall be supplied by Olevia Far
East. All amendment on the existing artwork relating to the Trade Marks to be used on
labels, tags, packaging or any other materials bearing the Trade Marks used by Olevia Far
East must have the prior written approval from Syntax-Brillian.




5. Syntax-Brillian warrants and covenants that it shall not in any way interfere with the use
of the Trade Marks by Olevia Far East or any party authorized by Olevia Far East after the
date of this Agreement provided that the use of the Trademarks is consistent with the
requirements of this Agreement.




6. Should any infringement, suspected infringement, passing off, suspected passing off,
unfair competition or anything analogous thereto be brought to Olevia Far East’s attention,
Olevia Far East shall immediately notify Syntax-Brillian and the parties shall consult
concerning action required to protect the rights in the Trade Marks. All such costs of any
action taken shall be borne equally by Syntax-Brillian and Olevia Far East. If
Syntax-Brillian takes legal action to protect its rights, Olevia Far East will, at the
request of Syntax-Brillian, provide all reasonable assistance to Syntax-Brillian in that
action.




7. This Agreement shall be of the duration of two years unless varied, terminated or
superseded by subsequent agreement in writing between the parties. In the event this
Agreement is terminated, SCHOT may continue to distribute and sell Syntax-Brillian products
subject to separate procurement from Syntax-Brillian at that time under terms that are
mutually agreed to by the Parties.




8. Each party undertakes on behalf of itself and any of its subsidiaries or associated
companies and its successors and assignees to observe and to comply with all the terms of
this Agreement.




9. This Agreement shall be binding upon all successors in title, assigns, subsidiary company
and affiliates of the parties hereto.




10. This Agreement shall be governed by and construed in accordance with the laws of Hong
Kong and the parties hereby agree to submit to the non-exclusive jurisdiction of the courts
of Hong Kong.



 









 





Agreed To:




	 	 	 	 	 	 	 	 	 
	South China House of Technology	 	 	 	Syntax-Brillian Corporation
	Consultants Ltd.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stanley Chan
	 	 	 	By:
	 	/s/ James Li
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	CEO
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	November 27, 2007
	 	 	 	Date:
	 	November 27, 2007
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Olevia (Far East) Limted	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Lin Chi Hsin	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	CEO	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	November 27, 2007	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






Schedule I




Territory








People’s
Republic of China








Hong Kong




 









 





Schedule II




Trademarks




Olevia




 









 








Schedule III




Licensed Goods




Televisions




Monitors