EXHIBIT 21.13
Agreement of Joint Research
The parties to this agreement are Fujita Corporation, having its principal
office at ▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ (hereinafter
referred to as "Party A"), Shantou Vibro-Tech Industrial and Development Co.
Ltd., having its principal office at Gong Yuan Road, Shantou, China (hereinafter
referred to as "Party B"), South China Construction University, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter referred to as "Party C").
All parties shall undertake collaboration on joint research for rubber bearings
applicable to Japan on the basis of equality and mutual benefit, and have agreed
on the following aspect.
Article 1: Definitions
The following definitions are hereby agreed to for the purposes of this
Agreement:
1. Joint Research means the joint research concerning rubber bearings applicable
to Japan.
2. Joint Research Results means any and all results including but not limited to
information which relate to inventions, concepts, designs, know-how and written
or oral materials etc. resulting from this Joint Research.
3. Intellectual Property Rights means any and all patents, utility models and
any other intellectual property rights pertaining to the Joint Research Results.
Article 2: Objective of the Joint Research
All Parties are looking forward to cooperating in the research of rubber
bearings applicable to Japan.
Article 3: Contents, Apportionment and Schedule of the Joint Research
The contents and apportionment of the Joint Research are as follows. The detail
shall be determined under the mutual agreement through consultation among all
Parties and stipulated in the Implementation Agreement.
1. Contents
Research on the rubber bearings which will be used in the office building at
Technical Research Institute of Party A.
2. Apportionment
Planning of the Joint Research Party A
Determining the property and detail of the rubber bearings Party A
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Manufacturing and improvement of the bearings Party B and Party C
Performance test on the rubber bearings Party A and Party C
Determining and testing test pieces of materials
used in the rubber bearings Party A
Manufacturing and testing the test pieces Party B
3. Schedule
Party B shall manufacture 6 pieces of 200 type rubber bearing and deliver the
rubber bearings to Party C before March 31, 1996.
Party B shall manufacture 2 pieces of 600 type rubber bearing and deliver the
rubber bearings to Party C before April 30, 1996.
Party B shall manufacture test pieces of materials used in the rubber bearings
before March 31, 1996.
Party C shall conduct the dynamic tests of 200 type rubber bearing during April
1-15, 1996. Accelerated aging tests shall be conducted before May 15, 1996.
Creep test shall be completed before June 15, 1996.
Party C shall conduct the tests of 600 type rubber bearing during May 1-15,
1996.
All Parties shall complete the report to Japan Building Center for the
examination tests of rubber bearings before June 15, 1996.
Article 4: Expenses for Joint Research
All Parties bear the expenses themselves for Joint Research according to the
apportionment in Article 3 in principle. If the expenses borne by one Party are
extremely large, the expenses should be determined through consultation among
all Parties. Party A and Party B shall share the expenses with Party C as
follows:
1. Party A shall pay USD 12000 to Party C before May 1, 1996.
2. Party B shall pay USD 12000 to Party C.
Article 5: Possession of the Joint Research Results
All Parties shall jointly own the Joint Research Results which can be used for
further research by all the Parties.
Article 6: Implementation of Joint Research Results
Party A is in charge of sending the rubber bearings made by Party B to be
examined by Japan Building Center. If the rubber bearings can pass the Japan
Building Center's examination, Party A shall buy more than 13 rubber bearings
from Party B. The price of the rubber bearings is USD 4000 every one. This is
the price C&F Yokohama harbor, Japan price. It also includes the fees of
products and material and products checking. Party A shall pay USD 12000 to
Party B for deposit before 20 May, 1996.
Article 7: Improvement of the Joint Research Results
After one Party improved the Joint Research Results, the Party shall notify the
other Parties immediately. Its belonging and handling shall bee determined under
the mutual agreement through consultation among all Parties.
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Article 8: Transfer of the Joint Research Results
One Party shall obtain a prior written agreement of the other Parties before
transferring the Joint Research Results to a third party.
Article 9: Applications for and Maintenance and Management of the Intellectual
Property Rights
1. All Parties shall jointly own the Intellectual Property Rights which does not
include:
(1) Each Party maintains his rights on the technical stuff which was owned by
the Party before the Joint Research.
(2) The Intellectual Property Rights of the 200 and 600 type rubber bearings
referred to in this Agreement belong to Party B and Party C.
2. Important matters such as the submission of documents and the maintenance of
the Intellectual Property Rights shall be dealt with on the basis of prior
consultations among the Parties.
Article 10: Disclosure of Documentation and Information
All Parties shall disclose to the other Parties any documentation, information
and/or know-how that is essential to the Joint Research. This requirement does
not apply to items that are covered by confidentiality obligations under
contracts with third parties.
Article 11: Publication of the Joint Research Results
Approval or disapproval of the publication of the Joint Research Results, and
the contents, timing and method of such publication, shall be determined on the
basis of prior consultation among all Parties. In reports and publications which
contain the data and the findings of the tests, the contributions of all Parties
shall be noted. The report presented to Japan Building Center is not limited by
this Article. The report shall be sent to other Parties after presenting to
Japan Building Center within one week.
Article 12: Confidentiality
All Parties shall take proper care to maintain the confidentiality of all
technical matters that are requested to keep by the other Party. The period and
the contents requested to keep confidential shall be stipulated in the
Implementation Agreement or determined through consultation among all Parties.
Article 13: Reporting of Progress and Results
All Parties shall report to other Parties about the progress and results of the
Joint Research and shall consult about future methods and problems to be solved.
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Article 14: Term of Validity
The effective term of this Agreement shall be valid until March 31, 1997 after
the execution hereof. The effective term of this Agreement may be changed under
the mutual agreement through consultation among the Parties.
Article 15: Consultation
If questions arise regarding the interpretation or operation of thiss Agreement,
all Parties shall settle such questions harmoniously through sincere
consultations.
Article 16: Others
Other related matters which are not covered in this Agreement may be discussed
through consultation among all Parties.
Three copies each of English versions of this Agreement shall be drawn up as
proof of the establishment of this Agreement, with one copy of each to be signed
and sealed and held by all Parties.
(for Party A)
Fujita Corporation
/s/ Hirasawa Mitsuharu
Hirasawa Mitsuharu
(General Manager of Technical Research Institute)
(for Party B)
Shantou Vibro-Tech Industrial and Development Co. Ltd.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
(General Manager)
(for Party C)
South China Construction University
By: /s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ (Vice-President)
