Exhibit 10.21
Cooperative Contract
On the Exploitation Project of Nano Calcium Carbonate
Party A: Shandong Shengda Technology Co., Ltd
Party B: Polymer Modification Research Lab of Qingdao University of Science and
Technology
Party C: Qingdao Siwei Chemical Co., Ltd
In line with the principle of reciprocity and mutual benefit and the operational
mechanism of combining "academic research with production", the three parties A,
B and C hereby, in light of the issue of exploitation of nano calcium carbonate,
enter into the following agreements:
1. Party A entrusts Party B to conduct research and development for the nano
calcium carbonate products produced by Party A, including Polyvinyl
Chloride (PVC), Polypropylene (PP), Polyethylene (PE), ABS, BOPP, BOPE,
Compound Agglomerate of Nano Calcium Carbonate, General Thermoplastic
Colophony, Non-dripping Film for Greenhouses, Colophony Products, and so
on. Meanwhile, Party A entrusts Party B to provide the relevant
consultation and technological services relating to the technology of nano
calcium carbonate for clients of Party A to assist them in their efforts
to increase their market shares.
2. Party B accepts the entrustment from Party A, conducting researches of
technical modification and application for the nano calcium carbonate
products, guiding their industrial applications, and providing technical
services for the sales of Party A.
3. The term of the contract is five years. Party A pays Party B the project
expenditure for researching and exploiting nano calcium carbonate
amounting to RMB 60,000 (sixty thousand) yuan as the expenditure of
experiment fee, scientific consultation fee and traveling expenses, and so
on. The expenditure shall be paid in two separate payments. The first
payment in the amount of RMB 20,000 (twenty thousand) yuan shall be paid
within one month after signing this contract, and the remaining payment in
the amount of RMB 40,000 (forty thousand) yuan shall be paid off within
one year. After three years, Party A shall properly pay more technical
service fee to Party B according to the operating conditions. Party B
shall succeed in developing one application technology in one special
field within one year after signing this contract.
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4. The modifying agent used in nano calcium carbonate by Party C shall not be
sold to any other nano calcium carbonate manufacturer within two years
after successful cooperation with Party A on modification and application.
Party C shall guarantee the supply by preferential prices and Party A
shall not cooperate with any other modifying agent manufacturer of the
same kind within two years.
5. As for the modifier used by Party C in nano calcium carbonate, after
successful application tests by Party A's customers, Party A promises that
the annul purchase amount for the year 2003 shall not be less than 60
tons, with the desirable amount of 90 tons; the annual purchase amount for
the year 2004 shall not be less than 100 tons, with the desirable amount
of 150 tons. The terms of the cooperation between Party C and Party A
shall not be disclosed to any other parties.
6. Party A provides Party B with the expenditure for exploitation and
application of nano calcium carbonate. Once the project is successfully
completed, the resulting technological achievement shall belong to Party
A. Party B shall not disclose this information to any other party without
the consent of Party A.
7. Liabilities for Breach of Contract
(1) Party A shall pay the expenditure to Party B pursuant to the stipulations
set forth in Article 3.
(2) Party B accepts the entrustment from Party A, conducting the modification
and application research for Party A's products and providing technical
services for the increase of market share of Party A's products. If the
products of Party A require Party B to be provided with technical
personnel and experiment data (with official seals), Party B shall offer
active cooperation, and such services shall be free of charge. Provided it
shall not affect Party A's benefit, Party B can charge service fees for
other items.
(3) The intellectual property rights of the technology under this cooperative
contract belong to Party A. The applicant for the patent shall be Party A.
Before the patent rights have been granted, any information about the
technology shall not be disclosed in newspapers or magazines.
(4) Party A and Party B shall not disclose this cooperation information to any
other forth party for any reason or under any pretext. The parties of the
contract shall abide by the above terms and sincerely cooperate with each
other. In the event of breach of the contract, the party in breach shall
be responsible for all the economic damages.
8. This contract is made in six originals, and each party shall keep two
copies. Party A, Party B and Party C must strictly abide by the relevant
provisions of the Contract Law; otherwise, the party concerned shall
assume corresponding legal liabilities. If there are other matters that
have not been written in this contract, the three parties shall settle
them by negotiation in a friendly and mutually beneficial manner. If the
negotiation fails, any party can submit the dispute to the court where
Party A resides.
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Party A: Shandong Shengda Technology Co., Ltd
Person in Charge: /s/ ▇▇ ▇▇▇▇▇▇
Address: Shandong Tai'an
Account No.:
Bank of Deposit:
Party B:
Person in Charge: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Address:
Account No.:
Bank of Deposit:
Party C:
Person in Charge: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Address:
Account No.:
Bank of Deposit:
Date: March 4, 2003
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Letter of Confirmation
Party A: Shandong Shengda Technology Co., Ltd
Party B: Polymer Materials Modification Lab of Qingdao University of Science and
Technology
Party C: Qingdao Siwei Chemical Co., Ltd
Party D: Shandong Haize Nanomaterials Co., Ltd
IT IS HEREBY CONFIRMED THAT:
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Party A, Party B and Party C entered into "Cooperative Contract On the
Exploitation Project of Nano Calcium Carbonate" (hereinafter referred to as "the
Contract", see Attachment 1).
Party A, Party B, Party C and Party D hereby irrevocably agree and confirm that,
Party A shall assign all the relevant rights and obligations under the Contract
to Party D. Starting from the signing date of this Letter of Confirmation, Party
D shall become one of the parties of the Contract, committing itself to all the
relevant rights and obligations under the Contract. Meanwhile, Party A shall be
exempted from all the relevant rights and obligations under the Contract. Party
B and Party C give full consent to the above transfer of the relevant rights and
obligations under the Contract between Party A and Party D.
This Letter of Confirmation shall become effective after being signed by the
four parties, that is, Party A, Part B, Party C and Party D.
Party A: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technology Co., Ltd
Legal representative/ authorized representative: /s/ ▇▇ ▇▇▇▇▇▇
Date:
Party B: Polymer Modification Research Lab of Qingdao University of Science and
Technology
Person in charge of the project: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Date:
Party C: Qingdao Siwei Chemical Co., Ltd
Legal representative/ authorized representative: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Date:
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Party D: Shandong Haize Nanomaterials Co., Ltd
Legal representative/ authorized representative: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Date:
Date: January 31, 2005
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