ex10-3.htm


Exhibit 10.3


 


 



INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT







THIS INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of this January 7, 2011 (the “Effective Date”), by and between Nova Furniture (Dongguan) Co., Ltd, a company organized under the laws of the People’s Republic of China (the “PRC”) (“Company” or “Licensee”) and Yaming Wong (“Licensor”).







RECITALS







A.           Licensor owned the patents identified in Schedule A hereto (the “Patents”), which are used in connection with the business of the Company.







B.           Licensor agreed to transfer to Licensee the Patents (the “Initial Agreement”), whereby Licensor transferred the Patents to Licensee.







C.           Until the transfer of the Patents has been approved (the “Official Approval”) by the State Intellectual Property Office of the PRC (“SIPO”), the Licensee has user rights with respect to the Patents.







D.           Licensor and Licensee are entering into this Agreement to establish the terms of the License (as defined in Section 1(a) hereof).







E.           Licensor desires the ownership of any and all patents, trademarks, copyrights and trade secrets, know-how, plans, designs, any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights (collectively, the “Intellectual Property”) arising out of the past or future businesses of the Company or any wholly owned subsidiary of the Company (each a “Company Entity,” collectively the “Company Entities”) to be owned exclusively by a Company Entity.







NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:







1.           Transfer of Patents







(a)           Transfer of Patents.  Licensor hereby transfers all of Licensor’s rights, title and interests in and to the Patents, together with any and all of the rights attached thereto, to the Licensee (“Transfer”) in exchange for good and valuable consideration, the receipt of which is acknowledged hereby. The Licensee and Licensor acknowledge that the Licensor has user rights to the Patents until the Transfer of ownership receives Official Approval, at which time the ownership shall be transferred to Licensor under the laws of the PRC.







(b)           Registration of the Transfer.  Licensor undertakes to register the Transfer with the SIPO within a reasonable timeframe acceptable to Licensee. Licensor further undertakes to execute any and all such further documents and take any and all such further actions as may be required to complete the aforesaid registration of the Transfer, with assistance as may be reasonably requested from the Licensee.







2.           Grant of License







(a)           License to Use Intellectual Property.  Licensor hereby grants to Licensee a license (the “License”), effective as of the date hereof, to the world-wide, exclusive, royalty-free, sub-licenseable, assignable, and irrevocable right to use, reproduce, distribute (through one or more tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, and have, in any media now known or hereafter known, the Patents and all other Intellectual Property, and all improvements, modifications and enhancements made by Licensor or Company, and all derivative works thereof, which may not be cancelled by the Licensor.







(b)           Registration of the License. Licensor undertakes to file the License with the competent PRC government authorities for recordal pursuant to the applicable PRC regulations. Licensor further undertakes to execute any and all such further documents, and take any and all such further actions as may be required, to complete the aforesaid filing of the License, with assistance as may be reasonably requested from the Licensee.


 




  





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3.           Warranties.  Licensor shall maintain the registration of the Patents and any other Intellectual Property required to be registered through timely renewal and payment of annual fees where applicable until such time as the ownership of the relevant Patents and Intellectual Property have been effectively transferred to the Company pursuant to PRC laws.







4.           Future Intellectual Property.  Licensor agrees that all Intellectual Property owned by it arising out of the past or future operations of a Company Entity not transferred pursuant to this Agreement shall be owned exclusively by a Company Entity and Licensor shall take all such steps necessary to transfer the ownership of any such Intellectual Property not transferred pursuant to Section 1(b) hereof. Until the transfer of all such Intellectual Property receives Official Approval, such Company Entity shall have a License to such Intellectual Property as set forth in Section 1(a) hereof.







5.           Limitation of Liability.







IN NO EVENT SHALL LICENSOR BE LIABLE WITH RESPECT TO ITS OBLIGATIONS HEREUNDER OR OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS, LOSS OF DATA, AND BUSINESS OPPORTUNITY) SUFFERED BY LICENSEE OR ANY THIRD PARTY.







6.           Term and Termination. The term (“Term”) of this Agreement shall commence upon the date hereof, and continue perpetually.







7.           General Provisions.







(a)           Notices.  All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the parties set forth following their signatures (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.







(b)           Governing Law.  This Agreement shall be governed by and construed in accordance with the substantive laws of the PRC, without regard to principles of conflict of laws. Licensor and Licensee each agree that any dispute between the parties arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules then in force. The arbitration award shall be final and binding upon the parties. During the arbitration period, except for any matters under arbitration, the parties shall continue to perform this Agreement.







(c)           Force Majeure.  No party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes, or other disasters. Performance times shall be considered to be extended for a period of time equivalent to the time lost because of such delay.







(d)           Headings.  The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.







(e)           All Amendments in Writing.  No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.







(f)           No Waiver.  A failure of any party hereto to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.







(g)           Entire Agreement.  The parties have read this Agreement and agree to be bound by its terms, and further agree that it, together with all Schedules hereto (the terms of which are incorporated herein by this reference), constitutes the complete and entire agreement of the parties and supersedes all and merges all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. No representations or statements of any kind made by any party hereto that are not expressly stated herein shall be binding on such party. In case the parties hereto execute such further documents pursuant to Sections 1 and 2 hereof and there is any conflict or inconsistency between such other documents and this Agreement, this Agreement shall prevail.


 




  





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(h)           Counterparts.  This Agreement may be executed through the use of separate signature pages or in any number of counterparts and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. This Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.







(i)           Severability.  In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to be enforceable, in a manner which reflects, as nearly as possible, the original intentions of the parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect.







[Signature Page Follows]


 




  





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IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives as of the date set forth above.







NOVA FURNITURE (DONGGUAN) CO., LTD.


















	
By:

	
/s/ Yaming Wong

	 
	
Name:

	
Yaming Wong

	 
	
Title:

	
Chairman

	 
	
Address:

	
Nange Industrial Village, Nanya Dao


Jiao, Dongguan, China

	 




















YAMING WONG


















	
By:

	
/s/ Yaming Wong

	 
	
Address:

	
c/o Nova Furniture (Dongguan) Co., Ltd.


FLAT A, 65/F, TOWER 1, SORRENTO, TST,


KOWLOON, HONG KONG

	 





 




  





4











  






 



	
No.

	
Patent Name

	
Cert. No.

	
Patent No.

	
Owner

	
Expiration Date


	
1

	
Sofa_SF-807

	
1069972

	
200830220703

	
Yaming Wong

	
12/01/2011


	
2

	
Sofa_SF-808

	
1059758

	
200830220708.3

	
Yaming Wong

	
12/01/2011


	
3

	
Sofa_SF-811

	
1071147

	
200830220706.4

	
Yaming Wong

	
12/01/2011


	
4

	
Sofa_SF-817

	
1070261

	
200830220704.5

	
Yaming Wong

	
12/01/2011


	
5

	
Sofa_SF-818

	
1070430

	
200830222047.8

	
Yaming Wong

	
12/15/2011


	
6

	
Sofa_SF-819

	
1070282

	
200830222048.2

	
Yaming Wong

	
12/15/2011


	
7

	
Sofa_SF-820

	
1108717

	
200830223623

	
Yaming Wong

	
12/30/2011


	
8

	
Sofa_SF-956

	
1280929

	
200930251385.9

	
Yaming Wong

	
10/23/2011


	
9

	
Sofa_SF-961

	
1356841

	
200930251341.6

	
Yaming Wong

	
10/23/2011


	
10

	
Sofa_SF-929

	
1280861

	
200930251290.7

	
Yaming Wong

	
10/23/2011


	
11

	
Sofa_SF-831

	
1280854

	
200930251278.6

	
Yaming Wong

	
11/23/2011


	
12

	
Sofa_SF-833

	
1280885

	
200930251329.5

	
Yaming Wong

	
10/23/2011


	
13

	
Sofa_SF-836

	
1356838

	
200930251327.6

	
Yaming Wong

	
10/23/2011


	
14

	
Sofa_SF-838

	
1356839

	
200930251330.8

	
Yaming Wong

	
10/23/2011


	
15

	
Sofa_SF-839

	
1363061

	
200930251328

	
Yaming Wong

	
10/23/2011


	
16

	
Sofa_SF-913

	
1363062

	
200930251337.1

	
Yaming Wong

	
10/23/2011


	
17

	
Sofa_SF-935

	
1356840

	
200930251338.4

	
Yaming Wong

	
10/23/2011


	
18

	
Sofa_SF-936

	
1280900

	
200930251350.5

	
Yaming Wong

	
10/23/2011


	
19

	
Sofa_SF-938

	
1280886

	
200930251331.2

	
Yaming Wong

	
10/23/2011


	
20

	
Sofa_SF-939

	
1280855

	
200930251279

	
Yaming Wong

	
10/23/2011


	
21

	
Sofa_SF-960

	
1280892

	
200930251340.1

	
Yaming Wong

	
10/23/2011


	
22

	
Chair_114

	
1280899

	
200930251349.2

	
Yaming Wong

	
10/23/2011


	
23

	
Sofa_SF-15

	
1280867

	
200930251307.9

	
Yaming Wong

	
10/23/2011


	
24

	
Chair_ST-13

	
1287123

	
200930251311.5

	
Yaming Wong

	
10/23/2011


	
25

	
Table_0758

	
1280926

	
200930251382.5

	
Yaming Wong

	
10/23/2011


	
26

	
Table_0762

	
1280917

	
200930251370.2

	
Yaming Wong

	
10/23/2011


	
27

	
Table_0742

	
1280853

	
200930251277.1

	
Yaming Wong

	
10/23/2011


	
28

	
Table_0726

	
1280856

	
200930251284.1

	
Yaming Wong

	
10/23/2011


	
29

	
Table_0703A

	
1280871

	
200930251313.4

	
Yaming Wong

	
10/23/2011


	
30

	
Table_0761

	
1280935

	
200930251441.9

	
Yaming Wong

	
10/23/2011


	
31

	
Table_7-209

	
1280934

	
200930251440.4

	
Yaming Wong

	
10/23/2011


	
32

	
Table_0751

	
1280864

	
200930251303

	
Yaming Wong

	
10/23/2011


	
33

	
Table_0757

	
1280863

	
200930251302.6

	
Yaming Wong

	
10/23/2011


	
34

	
Table_0763

	
1280873

	
200930251315.3

	
Yaming Wong

	
10/23/2011


	
35

	
Table_0764

	
1356842

	
200930251343.5

	
Yaming Wong

	
10/23/2011


	
36

	
Table_0718A

	
1280879

	
200930251321.9

	
Yaming Wong

	
10/23/2011


	
37

	
BarTable_HB-28

	
1280845

	
200930251258.9

	
Yaming Wong

	
10/23/2011


	
38

	
Chair_1001

	
1280846

	
200930251259.3

	
Yaming Wong

	
10/23/2011


	
39

	
Chair_996

	
1280890

	
200930251335

	
Yaming Wong

	
10/23/2011


	
40

	
Chair_995

	
1280889

	
200930251334.6

	
Yaming Wong

	
10/23/2011


	
41

	
Chair_116B

	
1280888

	
200930251333.1

	
Yaming Wong

	
10/23/2011


	
42

	
Chair_994

	
1280868

	
200930251308.3

	
Yaming Wong

	
10/23/2011


	
43

	
Chair_980

	
1280852

	
200930251276.7

	
Yaming Wong

	
10/23/2011


	
44

	
Chair_123

	
1280908

	
200930251360.9

	
Yaming Wong

	
10/23/2011


	
45

	
Chair_828B

	
1280880

	
200930251322.3

	
Yaming Wong

	
10/23/2011


	
46

	
BarChair_053

	
1280869

	
200930251309.8

	
Yaming Wong

	
10/23/2011


	
47

	
BarChair_066

	
1280847

	
200930251260.6

	
Yaming Wong

	
10/23/2011


	
48

	
Chair_MC-8101

	
1280930

	
200930251386.3

	
Yaming Wong

	
10/23/2011


	
49

	
CoffeeTable_CT-536

	
1280866

	
200930251306.4

	
Yaming Wong

	
10/23/2011


	
50

	
CoffeeTable_CT-336

	
1280865

	
200930251305.X

	
Yaming Wong

	
10/23/2011


	
51

	
CoffeeTable_CT-752

	
1280914

	
200930251366.6

	
Yaming Wong

	
10/23/2011


	
52

	
CoffeeTable_7-204A

	
1280907

	
200930251359.6

	
Yaming Wong

	
10/23/2011


	
53

	
CoffeeTable_WU25-03

	
1280916

	
200930251368.5

	
Yaming Wong

	
10/23/2011


	
54

	
CoffeeTable_CT-648A

	
1280872

	
200930251314.9

	
Yaming Wong

	
10/23/2011





 




  





A-1











  






 


	

No.

	

Patent Name

	

Cert. No.

	

Patent No.

	

Owner

	

Expiration Date


	
55

	
CoffeeTable_CT-718

	
1280877

	
200930251319.1

	
Yaming Wong

	
10/23/2011


	
56

	
CoffeeTable_CT-764

	
1280894

	
200930251344.X

	
Yaming Wong

	
10/23/2011


	
57

	
CoffeeTable_7-204

	
1280884

	
200930251326.1

	
Yaming Wong

	
10/23/2011


	
58

	
CoffeeTable_CT-742

	
1280882

	
200930251324.2

	
Yaming Wong

	
10/23/2011


	
59

	
CoffeeTable_CT-753

	
1280891

	
200930251336.5

	
Yaming Wong

	
10/23/2011


	
60

	
Nightstand_WU25-05

	
1280915

	
200930251367

	
Yaming Wong

	
10/23/2011


	
61

	
Nightstand_CE-752

	
1280970

	
200930251310

	
Yaming Wong

	
10/23/2011


	
62

	
Shelf_WU23(1+2+3)

	
1280923

	
200930251379.3

	
Yaming Wong

	
10/23/2011


	
63

	
TVstand_WU25-02

	
1280902

	
200930251352.4

	
Yaming Wong

	
10/23/2011


	
64

	
TVstand_7-202

	
1280862

	
200930251291.1

	
Yaming Wong

	
10/23/2011


	
65

	
TVstand_WU25-02B

	
1280912

	
200930251364.7

	
Yaming Wong

	
10/23/2011


	
66

	
TVstand_K-753

	
1280928

	
200930251384.4

	
Yaming Wong

	
10/23/2011


	
67

	
TVstand_K-718

	
1280876

	
200930251318.7

	
Yaming Wong

	
10/23/2011


	
68

	
TVstand_K-399

	
1280896

	
200930251346.9

	
Yaming Wong

	
10/23/2011


	
69

	
TVstand_WU250-02R

	
1280910

	
200930251362.8

	
Yaming Wong

	
10/23/2011


	
70

	
TVstand_WU05-02L

	
1280909

	
200930251361.3

	
Yaming Wong

	
10/23/2011


	
71

	
TVstand_K-764

	
1280895

	
200930251345.4

	
Yaming Wong

	
10/23/2011


	
72

	
TVstand_TV-36C

	
1280898

	
200930251348.8

	
Yaming Wong

	
10/23/2011


	
73

	
Tvstand_WU25-02A

	
1280906

	
200930251358.1

	
Yaming Wong

	
10/23/2011


	
74

	
JewelryStorage_WU25-11A

	
1280905

	
200930251357.7

	
Yaming Wong

	
10/23/2011


	
75

	
Cupboard_W-719BF

	
1280897

	
200930251347.3

	
Yaming Wong

	
10/23/2011


	
76

	
Cupboard_WU25-11

	
1280931

	
200930251387.8

	
Yaming Wong

	
10/23/2011


	
77

	
JewelryStorage_W-738

	
1280911

	
200930251363.2

	
Yaming Wong

	
10/23/2011


	
78

	
JewelryStorage_WU25-07

	
1280903

	
200930251353.9

	
Yaming Wong

	
10/23/2011


	
79

	
JewelryStorage_W-753

	
1280927

	
200930251383.X

	
Yaming Wong

	
10/23/2011


	
80

	
Divider_M-8419

	
1280881

	
200930251323.8

	
Yaming Wong

	
10/23/2011


	
81

	
DividerShelf_WU23-5

	
1280924

	
200930251380.6

	
Yaming Wong

	
10/23/2011


	
82

	
DividerShelf_W25-01R

	
1280922

	
200930251378.9

	
Yaming Wong

	
10/23/2011


	
83

	
DividerShelf_W-174H

	
1280858

	
200930251287.5

	
Yaming Wong

	
10/23/2011


	
84

	
Dresser_W25-18

	
1280936

	
200930251442.3

	
Yaming Wong

	
10/23/2011


	
85

	
Nightstand_7-217

	
1280913

	
200930251365.1

	
Yaming Wong

	
10/23/2011


	
86

	
Dresser_WU25-19

	
1280920

	
200930251375.5

	
Yaming Wong

	
10/23/2011


	
87

	
Sideboard_W23-4

	
1280925

	
200930251381

	
Yaming Wong

	
10/23/2011


	
88

	
Sideboard_W-400

	
1280859

	
200930251288.X

	
Yaming Wong

	
10/23/2011


	
89

	
Sideboard_7-208

	
1280857

	
200930251286

	
Yaming Wong

	
10/23/2011


	
90

	
Sideboard_WU25-08

	
1280918

	
200930251371.7

	
Yaming Wong

	
10/23/2011


	
91

	
Sideboard_WU04-7H

	
1283887

	
200930251304.5

	
Yaming Wong

	
10/23/2011


	
92

	
Sideboard_W-752

	
1280844

	
200930251257.4

	
Yaming Wong

	
10/23/2011


	
93

	
Sideboard_W-718

	
1280878

	
200930251320.4

	
Yaming Wong

	
10/23/2011


	
94

	
Sideboard_W-764

	
1280893

	
200930251342

	
Yaming Wong

	
10/23/2011


	
95

	
Sideboard_W-742

	
1280883

	
200930251325.7

	
Yaming Wong

	
10/23/2011


	
96

	
LiquorCabinet_HB-399

	
1280860

	
200930251289.4

	
Yaming Wong

	
10/23/2011


	
97

	
LiquorCabinet_6-213

	
1280937

	
200930251443.8

	
Yaming Wong

	
10/23/2011


	
98

	
LiquorCabinet_W25-13R

	
1280921

	
200930251377.4

	
Yaming Wong

	
10/23/2011


	
99

	
LiquorCabinet_WU25-13A

	
1280904

	
200930251374

	
Yaming Wong

	
10/23/2011


	
100

	
LiquorCabinet_WU25-13

	
1280919

	
200930251356.2

	
Yaming Wong

	
10/23/2011


	
101

	
LiquorCabinet_HB-742A

	
1280851

	
200930251275.2

	
Yaming Wong

	
10/23/2011


	
102

	
LiquorCabinet_HB-753

	
1280887

	
200930251332.7

	
Yaming Wong

	
10/23/2011


	
103

	
ShoeShelf_6-206

	
1359912

	
200930251285.6

	
Yaming Wong

	
10/23/2011


	
104

	
ShoeShelf_W-742B

	
1280874

	
200930251316.8

	
Yaming Wong

	
10/23/2011


	
105

	
ShoeShelf_WU25-06

	
1280901

	
200930251351.X

	
Yaming Wong

	
10/23/2011


	
106

	
ShoeShelf_W-718A

	
1280875

	
200930251317.2

	
Yaming Wong

	
10/23/2011














  





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