Exhibit 10.17
JOINT RESEARCH AND DEVELOPMENT AGREEMENT
Party A: Shandong Shengda Technology Co., Ltd
Party B: Qingdao University of Science and Technology
In line with the principle of reciprocity and mutual benefit and the operational
mechanism of combining "academic research with production", the two parties,
after negotiations, agree to jointly establish the Nanotechnology R&D Center,
and enter into this Contract as follows:
I. The Name of the Research Center: Qingdao University of Science and
Technology Shengda Technology Nanotechnology R&D Center (hereinafter
referred to as "Research Center")
II. The Location of the Research Center: The R&D Center shall be located in
Party B's Key Lab of Rubber and Plastic Materials and Engineering under
the Ministry of Education. Party B shall be responsible for providing the
workplace for this R&D Center and Party A shall be responsible for the
decoration of the workplace and equip it with necessary office and
communication equipment and facilities.
III. The Structure of the Research Center
1. The R&D Center shall be consisted of the personnel assigned by the two
parties and Party A shall assign 2-3 people to work in this R&D Center,
and Party B shall provide accommodation for them, and Party A shall be
responsible for the costs.
2. The R&D Center shall have one director and one deputy director, and each
party shall assign one person. The routine work shall be taken charge by
the director assigned by Party B.
IV. Party A shall suggest R&D programs in line with its development plan and
the market demand, and the R&D programs shall be focused on the
development and application of nano calcium carbonate, and other R&D
programs will be included as well.
V. Party A shall provide an annul fund of RMB 80,000 yuan for the management
(including exchanges of information on the application of the nano calcium
carbonate produced by Party A, technology consultancy, unplanned tests and
power consumption etc.) and routine operation of the R&D Center. The fund
shall be paid on a yearly basis at a single payment and be transferred to
the account designated by Party B before October 1 each year. As for
special R&D programs, the two parties shall sign separate technology R&D
contract (referring to Nanotechnology) and the necessary fund shall be
paid by Party A according to the actual needs; during the contract term,
Party B shall not cooperate with any third party to conduct R&D of similar
technology.
VI. The patent and technological achievements achieved by the R&D Center shall
be shared by the two parties and the title to patent and the exclusive
right shall be owned by Party A. Specific matters (such as the right of
application, the title to patent and the limit of the exclusive right
etc.) shall be further defined in the technology R&D contract for single
items.
VII. Not being agreed by the two parties, any party shall not provide any
technical information on the joint R&D program to a third party by any
reason or under any pretext; the two parties both have the obligation of
keeping business secrets and technical know-how.
VIII. Party A shall, according to the principle of receiving guests, accept the
students from Party B for teaching and educational activities such as
internships, survey and investigation.
IX. Liabilities for Breaching this Contract:
1. Unilateral termination (suspension) of the Contract shall be deemed as
breach of the Contract. The fine for breach of contract shall be
separately agreed according to the amount of the fund for the R&D program
of a single item, and the party in breach shall compensate for the
economic losses arising from the breach.
2. If Party A fails to pay the fund pursuant to the stipulations in Article
V, it shall be deemed as breaching the Contract. 3. If Party B fails to
follow Party A's instructions and postpone the experiments and waste R&D
time without good reason, it shall be deemed as breaching the Contract.
4. If any party discloses the R&D achievements and business secrets without
the other party being notified, the disclosing party shall be deemed as
breaching the Contract. (If the two parties fail to reach a consensus of
renewing this Contract, the achievements jointly developed by the two
parties shall still be owned by Party A, and Party B shall not transfer;
otherwise, it shall be deemed as breaching the Contract.)
X. This Contract will become effective after the signing and sealing of the
two parties.
XI. This Contract will be in valid for a period of three years. When this
Contract expires, if the two parties have no objection, it will
automatically be renewed. If any party lodges an objection, further
negotiations will be made to decide whether this Contract would be renewed
or not.
XII. This Contract is made in sextuplicate, and each Party shall keep three
copies.
Anything not covered in this Contract shall be settled in a friendly manner by
the two parties.
Party A: Shandong Shengda Technology Co., Ltd (seal)
Authorized Signature: /s/ Chen Xiangzhi
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Date: September 28, 2004
Party B: Qingdao University of Science and Technology (seal)
Authorized Signature: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Date: September 28, 2004