INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This
Intellectual Property Assignment Agreement (this “Agreement”) is entered into
in ShenZhen on February 08, 2007 between the following two
parties:
The
Assignor: ShenZhen JingWei Communication Co., Ltd.(深圳经纬通信技术有限公司)
Registration
Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District,
Shenzhen, China
The
Assignee: JingWei HengTong Technology (ShenZhen) Co., Ltd. (经纬恒通科技（深圳）有限公司
)
Registration
Address: ▇▇▇▇ ▇▇▇▇ ▇,▇▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇,▇▇▇▇ An Cyber Park,Futian
District,Shenzhen,China
WHEREAS:
1.
the
Assignor, a limited liability company duly incorporated and validly existing
under the PRC law, Owns some Intellectual Property, including but not limited
to
Trademark,
the Ownership of Consumer Data Base, Software Copyright and
License,
which
is defined in Appendix 1 of this Agreement (the “intellectual
property”).
2.
the
Assignee, a wholly foreign-owned enterprise incorporated under the laws of
the
People’s Republic of China (the ”PRC”).
3.
the
Assignor agrees to assign the Intellectual Property to the Assignee and the
Assignee agrees to accept the assignment of the Intellectual
Property.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Transfer
of Intellectual Property
The
Assignor agrees to change the registered owner of the Intellectual Property
into
the Assignee and the Assignee agrees to accept the change of the registered
owner of the Intellectual Property. The Assignee shall pay the Assignor an
amount of RMB1000
for the
Intellectual Property transferred hereunder.
2.
Registration
Fees
The
registration for the change of the registered owner of the Intellectual Property
shall be undertaken by the Assignor and the Assignor shall bear the registration
fees incurred hereby.
3.
Representations
and Warranties
3.1
The
Assignor hereby represents and warrants as follows:
3.1.1
the
Assignor is a limited liability company duly registered and validly existing
under the laws of the PRC.
3.1.2
the
Assignor has the exclusive ownership of the Intellectual Property and no rights
or equity of any third party are prejudiced due to the use of the Intellectual
Property. There is no litigation or any other dispute arising from or relating
to the Intellectual Property.
3.1.3
the
Assignor, subject to its business scope and corporate power, has taken necessary
steps and obtained full authority and all consents and approvals of any other
third party and government agency necessary to execute and perform this
Agreement, which shall not conflict with any enforceable and effective laws
or
contracts.
3.1.4
once
this
Agreement has been duly executed by both parties, it will constitute a legal,
valid and binding agreement of the Assignor enforceable against it in accordance
with its terms upon its execution.
3.1.5
the
Assignor will not engage in any action that will be of detriment to the validity
of the Intellectual Property after the completion of the
assignment.
3.2
The
Assignee hereby represents and warrants as follows:
3.2.1
The
Assignee is a company duly registered and validly existing under the laws of
the
PRC.
3.2.2
The
Assignee, subject to its business scope and corporate power, has taken necessary
steps and obtained full authority and all consents and approvals of any other
third party and governmental agency necessary to execute and perform this
Agreement, which shall not conflict with any enforceable and effective laws
or
contracts.
3.2.3
Once
this
Agreement has been duly executed by both parties, it will constitute a legal,
valid and binding agreement of the Assignee enforceable against it in accordance
with its terms upon its execution.
4.
Effective
Date and Term
This
Agreement has been duly executed by the parties’ authorized representatives as
of the date first set forth above and shall be effective
simultaneously.
5.
Settlement
of Disputes
The
parties shall strive to settle any dispute arising from the interpretation
or
performance through friendly consultation within 30 days after one party asks
for consultation. In case no settlement can be reached through consultation,
each party can submit such matter to the China International Economic and Trade
Arbitration Commission (the CIETAC). The arbitration shall follow the then
current rules of CIETAC, and the arbitration proceedings shall be conducted
in
Chinese and shall take place in Beijing. The arbitration award shall be final
and binding upon the parties and shall be enforceable in accordance with its
terms.
6.
Applicable
Law
The
validity, interpretation and implementation of this Agreement shall be governed
by the laws of the PRC.
7.
Amendment
and Supplement
Any
amendment and supplement of this Agreement shall be effective only after a
written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and shall have the
same
legal effect as this Agreement.
8.
Severability
Any
provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that any other provision
of
this Agreement invalid or unenforceable in any other jurisdiction.
9.
Appendices
The
Appendices referred to in this Agreement are an integral part of this Agreement
and have the same legal effect as this Agreement.
10.
Others
This
Agreement is executed in English in two copies.
IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.
By:
The
Assignor: ShenZhen JingWei Communication Co., Ltd.
Authorized
Representative:
Seal:
By:
The
Assignee: JingWei HengTong Technology (ShenZhen) Co., Ltd.
Authorized
Representative:
Seal:
Appendix
1
List
of
Intellectual property
|
Item
|
Certificate
Name
|
Certificate
number
|
Issue
date
|
|
1
|
Product
Registration Certificate (Operation
analysisV1.0) (经篛分析炑件V1.0)
|
深
DGY
- 2003
- 0164
|
2003.3.6
|
|
2
|
Product
Registration Certificate (NGNbilling
and operationV2.1) (NGN综合篛帐和瑟狇炑件V2.1)
|
深
DGY
- 2005
- 0030
|
2005.1.27
|
|
3
|
Product
Registration Certificate (YL-2000Telecom
operation billingV3.X) (宇恧YL-2000电信业务瑟狇帐务系统V3.X)
|
深
DGY
- 2001
- 0177
|
2001.6.15
|
|
4
|
Product
Registration Certificate (YLDC-2000multiserver
data collectionV2.10) (YLDC-2000羬机渹椺炑件V2.10)
|
深
DGY
- 2003
- 0163
|
2003.3.6
|
|
5
|
Product
Registration Certificate (YL-2001major
account managementV2.0) (YL-2001大客户管理炑件V2.0)
|
深
DGY
- 2003
- 0105
|
2003.3.6
|
|
6
|
Product
Registration Certificate (Data
▇▇▇▇ housingV1.0) (新宇恧炑件数据仓库炑件V1.0)
|
深
DGY
- 2006
- 0780
|
2006.3.16
|
|
7
|
Product
Registration Certificate (GT800-OBSSoperationV3.0)
(新宇恧GT800-OBSS篛帐炑件V3.0)
|
深
DGY
- 2006
- 0363
|
2006.4.29
|
|
8
|
software
ownership certificate (NGNopeation
and billingV2.1) (NGN综合篛帐和瑟狇炑件V2.1)
|
2005SR02400
|
2005.03.03
|
|
9
|
software
ownership certificate (telecom
operation strategic analysisV1.0) (电信决策支持系统V1.0)
|
2004SR03050
|
2004.04.08
|
List
of
Consumer Data Acquisition and Management Contracts
|
Contract
|
Contract
Partner
|
|
|
1
|
Consumer
Data Acquisition and Management Contract
|
ShenZhen
HongTian Hi-Tech Development Co, Ltd
深圳市宏天攨科技发展有榰公司
|
|
2
|
Consumer
Data Acquisition and Management Contract
|
ShenZhen
Doubi Digital Tech Co, Ltd
深圳市多比数码技术有榰公司
|
|
3
|
Consumer
Data Acquisition and Management Contract
|
GuangDong
FengDa Hi-Tech Co, Ltd
广东丰灂攨科技有榰公司
|