Exhibit 10.14


 


Registered Trademark License Agreement


 


Licensor:
Hetong Guo (Party A)


 


Licensee:
Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B)


 


In
accordance with the relevant provisions of the Trademark Law of the People’s
Republic of China (“PRC”) and the Implementing Rules of the Trademark Law
of the PRC, Party A and Party B, after mutual friendly negotiation, agree to
the license of certain registered trademarks of Party A, and executed the
Registered Trademark License Agreement (this “Agreement”) on July 1, 2010
at the conference room of Beijing Anhui Wanxing Science & Technology
Co., Ltd., the terms of which are as follows:


 


Article 1
Trademarks Licensed by Party A to Party B


 


Party
A is the owner of the registered trademark “Lentuo” (the “Registered Trademark”),
the registration number of which is 3316554, and the detailed information
related to the Registered Trademark is as follows:


 


1.1
Name and Address of the Owner of the Registered Trademark


 


The
owner of the Registered Trademark is Hetong Guo, whose address is 501, Unit 6
Building 1, Luxin Block, Tanzhesi Town, Mentougou District, Beijing.


 


1.2
the Registered Trademark


 


1.3
License of the Registered Trademark


 


1.3.1
Type of Services the Registered Trademark
Licensed to be Used in


 


Party
A agrees to license Party B to use the Registered Trademark in the type of
services described under the Registered Trademark Certificate of the Registered
Trademark, i.e. class 37, which shall include the motor vehicle maintenance and
repair, car wash (small), service stations (vehicle), vehicle repair, vehicle
maintenance, vehicle wash (cleaning), vehicle gas station.


 


1.3.2
Territory


 


Party
A grants Party B a license to use the Registered Trademark in all the areas
within the PRC.


 


1.3.3
Nature of the License


 


The
license to use the Registered Trademark granted by Party A to Party B hereunder
shall be exclusive.


 


Article 2
Term of License


 


The
term of the license granted hereunder shall be from the date hereof to August 20,
2014.  Subject to the successful
extension of the Registered Trademark, Party A and Party B may 


 

















 


enter
into a separate Registered Trademark license contract if the parties agree to
extend the term of license upon the expiration of this Agreement, and Party A
shall agree without any condition to irrevocably grant Party B a license to use
the Registered Trademark during the extended period.


 


Article 3
Royalties


 


Party
A agrees to license Party B to use the Registered Trademark free of royalties.


 


Article 4
Filing of this Agreement with Competent Governmental Authority


 


Party
A and Party B shall jointly conduct the formalities required for the filing of
this Agreement with the competent governmental authority at the cost of Party B.  The
filing of this Agreement shall not affect the effectiveness of this Agreement.


 


Article 5 Use of the Registered Trademark


 


Party
B shall not change the words, figure or the combination of both of the
Registered Trademark, and shall not use the Registered Trademark in any
services other than those agreed by both parties.


 


Article 6
Sublicense of the Registered Trademark


 


Party
A agrees that Party B may, at its sole discretion, sublicense the Registered
Trademark to a third party within the term of this Agreement; provided that
Party B shall inform Party A of such sublicense in writing.


 


Article 7
Warranty on Service Quality


 


In
order to ensure that the quality of the relevant services of Party B meets
Party A’s requirement, the parties shall jointly take the following measures:


 


1.
Party A may supervise the services provided by Party B and inspect the services
and quality of the services provided by Party B;


 


2.
Party B shall deliver the standard or internal policy regarding the services to
be provided by it to Party A for its review and consent;


 


3.
Party A and Party B shall assume the liability to keep in confidence the
information related to the production and operation of the parties.


 


Article 8
Extension of the Registered Trademark


 


Party
A shall guarantee to conduct the formalities related to the extension of the
Registered Trademark and any other formalities required to guarantee the
validity of the Registered Trademark.


 


Article 9
Liability for Breach of Agreement


 


Party
A or Party B shall compensate the other party for any losses or damages sustained
by the other party resulted from any violation by Party A or Party B of its
obligations hereunder.


 

















 


Article 10
Dissolution and Termination


 


1.
This Agreement may be terminate prior to the expiration of the term upon mutual
agreement between Party A and Party B in writing.


 


2.
Termination by Party A


 


During
the term of this Agreement, Party A undertakes unconditionally and irrevocably
that it may not terminate this Agreement at its sole discretion except that the
services provided by Party B under the Registered Trademark fail to meet the
required requirements, which materially affects the reputation of the
Registered Trademark, and Party B fails to rectify after being warned by Party
A.


 


3.
If Party A assigns the Registered Trademark to a third party during the term of
this Agreement, such assignment shall not affect the performance of this
Agreement; provided that it shall require the prior written consent of Party
B.  Party B shall be entitled to
immediately terminate this Agreement if Party A’s ownership to the Registered
Trademark is cancelled by the State Trademark Office due to reasons
attributable to Party A.


 


4.
Party A and Party B shall inform the State Trademark Office within one month
following the termination of this Agreement.


 


Article 11
Governing Law and Dispute Resolution


 


The
conclusion, performance and interpretation of this Agreement shall be governed
by the PRC law.  Any dispute arising out
of the performance of this Agreement shall first be resolved through friendly
negotiation between the two parties.  If
the parties fail to reach any agreement within one month following the
occurrence of such dispute, either party may file a lawsuit to the competent
court.


 


Article 12
Effectiveness


 


This
Agreement shall come into effectiveness upon being executed by Party A and
Party B and affixing of the corporate seals of each party.  This Agreement shall be executed in three
counterparts, with each of Party A and Party B to hold one and one to be filed
with the State Trademark Office.


 


 


	
  Party A: Hetong Guo

  	
  Party
  B: Beijing Anhui Wanxing Science & Technology Co., Ltd.

  
	
  Sign:

  	
   

  
	
   

  	
  Signed
  by the legal representative:

  
	
   

  	
   

  
	
   

  	
  Corporate
  Seal of Party B:

  



 

















 


Appendix 1 Copy of the Trademark Registration Certificate


 

















 


Schedule


 


Hetong Guo also entered into similar Registered Trademark
License Agreements with Beijing Anhui Wanxing Science & Technology
Co., Ltd. with respect to the use
of the “Lentuo” trademark in other categories of goods and services (as so
permitted under relevant trademark certificates).  Such agreements are substantially identical in
all material respects to the one in this exhibit (except for the concerned categories
of goods and services) and thus are omitted from this exhibit pursuant to Instruction
2 to Item 601 of Regulation S-K.  There
is a Registered Trademark License Agreement for each of such categories of
goods and services.


 


Set forth below is a list of such other categories
of goods and services as to each of which there is a Registered Trademark
License Agreement:


 


1.          Class 35, Registration Number 3316552 (organizing exhibitions for
commercial or advertising purposes; hotel management; sales promotion services
for others persons; import-export agencies; organizing trade fairs for
commercial or advertising purposes; organizing trade fairs for commercial or
advertising purposes; advertising agencies; advertising design;
advertisement plan; and public relations)


 


2.          Class 36, Registration Number 3316551 (installment payment services)


 


3.          Class 39,
Registration Number 3316553 (on road emergency assistance services;
transportation brokerage services; emergency transportation services; vehicle
rental services; coach rental services and chauffeuring services)