Unassociated Document


    Technology
Transfer Agreement

    
      


      
        Project Name: New Composite
Colloid Production and Application Technology

      

       

      
        Transferee
(Party A): Dalian RINO
Environment Engineering Science and
Technology Co., Ltd.

      

       

      
        Transferor
(Party B): Institute of
Process Engineering, Chinese Academy
of Sciences

      

       

      Time of Signing: March,
2006

       

      Place of Signing: Beijing

       

      Term of Validity: 15
years

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Technology
Transfer Agreement

       

      Transferee
(Party A): Dalian RINO
Environment Engineering Science and Technology Co., Ltd.

       

      Address:
No.11, Youquan Road,
Zhanqian Neighborhood, Jinzhou District, Dalian

       

      Legal
Representative: Zou,
Dejun

       

      Project
Liaison: Qiu,
Jianping

       

      Contact
Means: 13504086222            0411-87661222

       

      Correspondence
Address: No.11, Youquan
Road, Zhanqian Neighborhood, Jinzhou District, Dalian

       

      Tel : 87662700                          Fax : 87662988

       

      E-mail :
ln99@lnhb.com.cn

      


      Transferor
(Party B): Institute of
Process Engineering, Chinese Academy of Sciences

       

      Address:
No.1, North Lane 2,
Zhongguancun, Beijing

       

      Legal
Representative: Liu,
Huizhou

       

      Project
Liaison: Ye, Shufeng
and Wei, Lianqi

       

      Contact
Means:

       

      Correspondence
Address : No. 1, North
Lane 2, Zhongguancun, Beijing

       

      Tel :
010-62588029                    Fax :
010-62542803

       

      E-mail :
tyzhu@home.ipe.ac.cn

      


      This
Contract is made by and between both parties via equal negotiation pursuant to
Contract Law of the People’s
Republic of China on the basis of authentic and full expression of their
wills.

      


      WHEREAS,
Party B desires to transfer the know-how use right (use right,
transfer right) of New
Composite Colloid Production and Application Technology to Party A and
Party A desires to accept the transfer and pay the corresponding payment for
transfer,

       

      THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:

      


      Article 1   The
contents of know-how transferred by Party B to Party A are as
follows:

       

      
        	
                1.

              	
                Scope
      of know-how: The
      entire production processes of new composite colloid, including the
      involved ingredient preparation ratio, production reaction conditions,
      ingredient charging sequences, production equipment model selection and
      corresponding application processes
.

              


      

       

      
        	
                2.

              	
                Technological
      indicators and parameters: including the
      compositions of new composite colloid, the preparation ratio, production
      reaction conditions, ingredient charging sequences, production and new
      spray-coating process equipment model selection and
      design

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                Industrialized
      development degree of this know-how: This know-how is at
      the mature industrialization development degree, with mature production
      process and mainly applied to steel-purpose high-temperature
      anti-oxidization coatings and refactory materials, in wide
      applicability.

              


      

      


      Article 2   For
the sake of Party A’s performing this know-how in an effective way, Party B
shall submit the following technical information to Party A:

       

      
        	
                1.

              	
                Ingredient names and
      preparation ratio list of new composite
      colloid    ;

              


      

       

      
        	
                2.

              	
                Production process of
      new composite
      colloid                      ;

              


      

       

      
        	
                3.

              	
                Production equipment
      model selection of new composite
      colloid       ;

              


      

       

      
        	
                4.

              	
                Arrangement plan of
      equipments in the production workshop of new composite
      colloid     ;
  and

              


      

       

      
        	
                5.

              	
                Design plans for
      spray-coating new process of new composite
      colloid   .

              


      

      


      Article 3   The
time, place and form that Party B submits technical information to Party A are
as follows:

       

      
        	
                1.

              	
                Time
      of submittal:   within 20
      days since and upon this Contract enters into
  force

              


      

       

      
        	
                2.

              	
                Place
      of submittal:   Dalian

              


      

       

      
        	
                3.

              	
                Form
      of submittal:   Written
      version

              


      

      


      Article
4   Party B has performed or transferred this know-how
hereunder prior to that this Contract enters into force as follows:

       

      
        	
                1.

              	
                The
      status that Party B has performed this know-how hereunder (time, place,
      form and scale): Pilot test completed
      and pilot production realized in Dec.,
  2005

              


      

       

      
        	
                2.

              	
                The
      status that Party B has transferred others to use this know-how hereunder
      (time, place, form and scale): None

              


      

      


      Article
5   Party A shall perform this know-how in the following
scope, form and period:

       

      
        	
                1.

              	
                Scope
      of performance:   Pursuant
      to this Contract, Party B hereby authorizes Party A to use this know-how
      and Party A may use this know-how for production and
      sale.

              


      

       

      
        	
                2.

              	
                Form
      of performance: Party A may organize
      and construct the production workshops in appropriate scale pursuant to
      the market condition and zoom in or out the design of supporting
      spray-coating process equipments (however, the intellectual property and
      technical data in the process shall be owned by both parties),
      particularly shall ensure the colloid supply and spray-coating application
      of downstream product manufacturers, and meanwhile may conduct the market
      promotion sale.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                Period
      of performance: 15 years
      .

              


      

       

      
        	
                4.

              	
                Period
      of confidentiality: 20 years
      .

              


      

      


      Article
6   Party B shall ensure the utility and reliability
of this know-how and no infringement of legal rights and interests of any third
person. In case that the third person accuses Party A of infringement, Party B
shall assist in
mediation and clarify the originality of this know-how, otherwise shall dissolve
the contract with Party A automatically and refund 60% of the payment received
from Party A .

      


      Article 7   The
intellectual property of this know-how is owned by both parties and the
confidentiality obligations that both parties shall abide by for the execution
of contract as agreed hereby are as follows:

       

      Party
A:

       

      
        	
                1.

              	
                Contents
      of confidentiality (including technology information and operation
      information): The entire production
      processes of new composite colloid, including the involved ingredient
      preparation ratio, production reaction conditions, ingredient charging
      sequences, production equipment model selection; meanwhile, the design
      plans for spray-coating application process of this designated composite
      colloid and the condition of downstream products that it aims at shall be
      also kept confidential.

              


      

       

      
        	
                2.

              	
                Scope
      of personnel involved in confidentiality: Any and all production
      workers involved in the process of bond production as mentioned herein and
      the production chief of this project as well as users of new
      products.

              


      

       

      
        	
                3.

              	
                Duration
      of confidentiality:   20
      years  .

              


      

       

      
        	
                4.

              	
                Liabilities
      for disclosure of confidentiality: Provided any personnel
      of Party A, who are involved in confidentiality, disclose this know-how,
      Party B will claim against Party A for corresponding
      liabilities.

              


      

       

      Party B:
Party B shall bear the
same confidentiality obligations as Party A .

      


      Article
8   Both parties hereby agree that, during the execution
of this Contract, it is acceptable to apply this know-how for the patent; the
patent shall be owned by both parties and the transfer and performance approval
etc. of patent shall be subject to the consensus negotiation between both
parties.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Article 9   For
the sake of Party A’s performing this know-how in an effective way, Party B
shall provide Party A with the following technological service and technological
instructions:

       

      
        	
                1.

              	
                Contents
      of technological service and technological instructions: Party A shall provide
      Party A with the entire production processes of new composite colloid,
      including the involved ingredient preparation ratio, production reaction
      conditions, ingredient charging sequences, production equipment and
      spray-coating process design plans and meanwhile offer necessary
      instructions for production site planning, equipment commissioning and
      trial production.

              


      

       

      
        	
                2.

              	
                Form
      of technological service and technological instructions: On-site instructions
      .

              


      

      


      Article
10   Party A shall pay the loyalty of this know-how in
terms as follows:

       

      
        	
                1.

              	
                The
      total loyalty shall be RMB 4,000,000 Yuan
      (say: RMB FOUR MILLION Yuan
only);

              


      

       

      
        	
                2.

              	
                Party
      A shall pay the loyalty to Party B in terms of installment
      (lump sum, installment or
percentage).

              


      

       

      The
specific terms and time of payment are as follows:

       

      
        	
                 
      

              	
                (1)

              	
                Party A shall remit
      the down payment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only) to the
      account of Party B within three months upon the conclusion of contract and
      this Contract will enter into force upon the invoice is
      opened;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Party A shall remit
      the second installment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only)
      to the account of Party B within twelve months upon the conclusion of
      contract;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Party A shall remit
      the third installment of RMB 1,000,000 Yuan (say: ONE MILLION Yuan only)
      to the account of Party B within eighteen months upon the conclusion of
      contract; and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Party A shall remit
      the rest RMB 1,000,000 Yuan (say: ONE MILLION Yuan only) to the account of
      Party B within three months upon the first equipment set is put into
      service.

              


      

       

      The name
and address of Party B’s bank of deposit as well as the account number
are:

      Bank of
deposit: ICBC
(Industrial and Commercial Bank of China) Haidian Town Branch,
Beijing

      Account
No.: 0200004509088120553

       

      
        	
                3.

              	
                Provided
      Party A fails to pay the loyalty on schedule, Party B will refuse to
      perform the obligations; and in case of the payment in arrears for one
      month, this Contract will be
terminated.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Article
11   Both parties hereby agree that Party B approves Party
A to perform this know-how and offers technological service and technological
instructions, with the acceptance in accordance with the following standards and
forms:

       

      
        	
                1.

              	
                Party B provides Party
      A with the product quality acceptance standards of this know-how and
      trains the related technicians of Party A upon the performance of this
      know-how ;

              


      

       

      
        	
                2.

              	
                Party B is responsible
      for the first quality acceptance of products upon the performance of this
      know-how and ensures the quality to be eligible ;
    and

              


      

       

      
        	
                3.

              	
                Party B is responsible
      for process design and application acceptance of spray-coating application
      process equipments concerning this know-how
  .

              


      

      


      Article
12   Both parties hereby agree that:

       

      
        	
                1.

              	
                Party
      A is entitled to conduct the subsequent improvement on the composite
      colloid production technology transferred by Party B and the accordingly
      generated new technological achievements with substantial or creative
      technology progress characteristics shall be owned by both
      parties.

              


      

       

      
        	
                2.

              	
                Party
      B is entitled to conduct the subsequent improvement on the know-how
      transferred to Party A and the accordingly generated new technological
      achievements with substantial or creative technology progress
      characteristics shall be owned by both
      parties.

              


      

       

      
        	
                3.

              	
                Both
      parties hereby agree via negotiation that, on the basis of transfer
      cooperation of this know-how, both parties decide to establish the future-oriented
      long-term cooperation for the technological development and improvement in
      related fields and Party B decides to set up the R&D incubation base
      of related technologies and products at Party A
  .

              


      

       

      Article
13   Any modifications in this Contract must be subject to
the consensus negotiation between both parties and determined in written form.
However, in case of the occurrence of any following cases, either party may make
a request on modifying the contract rights and obligations to the counterpart
and the counterpart shall reply within 10 days; no reply in
arrears shall be regarded as consent:

       

      
        	
                1.

              	
                Provided the market
      exploration scale of downstream products involved with this know-how
      fluctuates greatly, Party B may ask for the appropriate interest
      percentage ;

              


      

       

      
        	
                2.

              	
                The percentage line
      shall be 3% when the annual output value of Party A is no more than 60
      million Yuan and that be equivalent to 2 million Yuan when the annual
      output value exceeds 60 million Yuan
.

              


      

       

      
        	
                3.

              	
                Provided the
      downstream products involved in this know-how requires the improvement on
      current technology, Party B may apply to Party B and Party B will assist
      Party A in improvement study
.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                4.

              	
                The intellectual
      properties of the design of a new spray-coating equipments and as well as
      improvement in technology achieved by Party A based on original technology
      developed by Party B, shall be owned by both parties
    .

              


      

      


      Article
14   Both parties hereby agree that, within the valid
period of this Contract, Party A designates Qiu, Jianping as the
project liaison of its own and Party B does Ye, Shufeng and Wei, Lianqi
as the counterpart. Either party changing the project liaison shall
notify the counterpart in written form in time and shall bear corresponding
liabilities for failing in notification and impacting the execution of this
Contract or causing losses.

      


      Article
15   Disputes in connection with Contract and arising from
the execution of contract shall be settled in terms of negotiation and
mediation; in case of no agreement reached, disputes shall be submitted to the
People’s Court for litigation.

      


      Article
16   This Contract is in quadruplicate , all
texts being equally authentic.

      


      Article
17   This Contract enters into force since and upon the
stamps and signatures of both parties.

       

      Party A:
Dalian RINO
Environment Engineering Science and Technology Co., Ltd.
(seal)

       

      Legal
Representative / Authorized Proxy: __________________
(signature)

       

      March 8,
2006

      


      Party B:
Institute of Process
Engineering, Chinese Academy of Sciences (seal)

       

      Legal
Representative / Authorized Proxy: _________________
(signature)

       

      March 8,
2006