Development and Manufacturing Agreement 개발 및 생산계약, 영문계약서 샘플
다음은 개발 및 생산계약 영문계약서 샘플입니다. 적절히 변경하여 사용하시기 바랍니다.
DEVELOPMENT AND MANUFACTURING AGREEMENT
Between
XYZ Company Co. Ltd.
and
ABC Company , INC.
This Development and Manufacturing Agreement (this "Agreement") is made and entered into as of May 7, 2014 (the “Effective Date”) between: ABC Company Group ("ABC Company ”) with its principal place of business at and, XYZ Company Co., Ltd, with its principal place of business located at 123 Road;Korea. (“XYZ Company ”).
RECITALS
A. ABC Company has developed various footwear products and intends to design in the future other custom and unique footwear products. XYZ 업적
B. ABC Company from time to time wishes to have XYZ Company to develop one or more custom and unique footwear and all applicable products for ABC Company . ABC가 개발
C. ABC Company and its affiliated companies intend to purchase and XYZ Company is willing to sell production quantities of the Products manufactured by XYZ Company.
XYZ Company는 가 개발한 제품을 구매하여 판매
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
당사자는 다음과 같이 합의
1. PURPOSES OF THE AGREEMENT
1.1 General Framework. The purposes of this Agreement are:
(a) To ensure the timely development and certification of new Products by XYZ Company for ABC Company .
ABC Company가 XYZ COMPANY을 위하여 제품을 개발
(b) To ensure the timely development of the manufacturing processes necessary for the manufacture of the Products.
적절한 시간에 개발
(c) To define the agreement, development model, quality standards and specifications on the Products manufactured by XYZ Company for ABC Company .
개발의 표준을 정함
(d) To provide for the sale by XYZ Company to ABC Company of Products manufactured by XYZ Company for ABC Company .
개발된 제품을 판매
(e) To define the rights and obligations of the parties in the intellectual property developed or transferred pursuant to this Agreement.
지적재산권 문제를 논의함
(f) In the event of a dispute between the parties as to their respective rights and obligations, to define the methods and procedures which will guide them as they work to resolve any and all such disputes.
분쟁해결을 정함
1.2 Development and Manufacturing Models
ODM (Original Development Manufacturing) model. XYZ Company initiates the development of Products for ABC Company and offers ABC Company the right to select the Products for purchase. ABC Company may provide to XYZ Company requirements on industrial design, product features, performance, price and /or other requirements to finalize or develop Products for ABC Company .
ABC Company를 제품을 개발하여 XYZ COMPANY가 생산할 제품을 선택
.
2. DEFINITIONS
2.1 “Affiliate” means any entity or association directly, or indirectly through one or more intermediaries, which controls or is controlled by, or is under common control with, with the person specified.
계열사란
2.2 “Applicable Products” means outsourced footwear product
적용 대상제품은 가공한 신발제품
2.3 “Development Completion Date” means the date upon which ABC Company accepts the Final Prototypes delivered by XYZ Company as set forth in the applicable Development and/or Manufacturing Program.
개발 완료일
2.4 “Development and Manufacturing Program” means the program for development and manufacturing of a Product. Development Program will incorporate all relevant information pertaining to the relevant Product, which may include, without limitation: Development Schedule, Product Specifications, Purchase Terms, Long Lead Time Components, ABC Company Qualified Suppliers and Quality Requirements.
개발 및 생산 프로그램
2.5. “Developing Kit” shall means a development result summarized by the following items
(1) Personalized last
(2) Upper paper pattern design in computer aided design pattern
(3) Unlasted upper toe cap, backcounter, lasting insole, footbed
(4) Final prototype
The Developing kit shall not include the following items.
(1) Special materials for prototypes
(2) New tools metal accessories
(3) Logo Tools
(4) Sole Maqueette
(5) Box prototype
(6) Other prototypes
(7) Other expenses exceeding a conventional shoe prototype
(8) Travel expenses outside Italy
(9) Shipping of prototype and materials
(10)Quality control expenses
(11)First production research
개발 키트는 다음을 의미
2.6 “Development Schedule” means the schedule for the development of a Product under the applicable Development and/or Manufacturing Program.
개발일정
2.7 “Final Prototypes” means the finalized Product as set forth in the applicable Development and/or Manufacturing Program, to be delivered to and used by ABC Company ,
완성품
2.8 “Milestone” means each phase of the Development Schedule of a Development and/or Manufacturing Program.
이정표
2.9 “Products” mean any products or parts developed and/or manufactured by XYZ Company in accordance with this Agreement and the Schedules hereto which conform to the Specifications in the applicable Development and/or Manufacturing Program. 제품이란
2.10. “Project” means a footwear developing project instructed and scheduled by ABC Company 프로젝트란
2.10 “Purchase Order” means an order for the purchase of Products.
구매주문
2.11 “Samples” means, with respect to a Product, the partially tested devices which are delivered to ABC Company , upon its request, prior to delivery of fully tested Final Prototypes. 샘플이란
2.12. “Season” means a six (6) month periods separated as fall/winter and spring/summer 시즌이란
2.12 “Specifications” means the form, fit and function descriptions and specifications for a Product described in the specifications document of the applicable Development and/or Manufacturing Program. 사양이란
2.13 “Test Specifications” means the functional and parametric tests to be performed on a Product for the purpose of accepting or rejecting it as set forth in the applicable Development and/or Manufacturing Program.
테스트사양
________________________________________
4. DESIGN AND MANUFACTURING 디자인과 생산
5.1.XYZ Company shall proceed the design of the Products including the following categories
(1) Upper design
(2) Soles design
(3) Color ways
(4) Technical packing
(5) Materials proposal and research
(6) Accessories proposal and research
다음 카테고리를 디자인해야 함
4.2. Developing of designing shall be made in minimum one (1) project to three (3) Projects per each Season. Developing Kit
시즌당 3개의 개발 키트를 만들어야 함
4.3. XYZ Company shall submit up to three (3) pieces of Developing Kit to ABC Company in each Season.
만든 후 제품을 제출
개발에 대한 보상
5. COMPENSATION FOR DEVELOPMENT OF PRODUCT. ABC Company shall pay to XYZ Company the fixed sum, Non-Recurring Engineering (NRE) and Tooling Charge, of SIXTY THOUSAND (60.000) EUROS in accordance with fees identified in the applicable Development and/or Manufacturing Program. The payment shall be made by telegraphic money transfer to the bank account of XYZ Company. ABC Company shall bear all banking expenses occurred in the territory of Italy. The payment shall be made in 24 installments in bimonthly starting from the May 10th of 2014.
6. PURCHASE OF PRODUCTION EQUIPMENT
6.1 Purchase of Production Equipment. ABC Company purchased and continues to purchase tooling that is in place at XYZ Company that ABC Company owns. Should ABC Company wish to do so, it shall have the right to re-take possession of any or all such tooling.
생산툴을 XYZ Company가 공급
6.2 Repurchase Option. Upon the termination of this Agreement, ABC Company shall have the option to repurchase any tooling equipment that it sold to XYZ Company at the same price that XYZ Company paid for such equipment. With respect to supplier tooling (i.e., where ABC Company has retained title to the tooling), ABC Company may require that XYZ Company either return such tooling or destroy it.
이미 판매한 툴을 계약해지시 재구매 가능하도록 함 (선택이 필요)
7. PRODUCT MARKING 제품 포지
7.1 Marking. XYZ Company will mark each Product with a unique sequential serial number, the date of manufacturing, and the technical revision on bottom of the product housing, as well as any other markings as required in the Specifications of each Development and Manufacturing Program. 시리얼 입력할 지
7.2 Country of Origin. XYZ Company will mark each Product with country of origin as required by the customs authorities of the country where the Products will be delivered to ABC Company . XYZ Company will provide to ABC Company these certificates of origin of the Product as are reasonably requested by ABC Company .
원산지는 표시되어야 하는지
7.3 No Other Marks. Except for marking Products as provided in this Section 7, XYZ Company will not use any trademark, trade name, trade dress or any name, picture, or logo which is commonly identified with ABC Company or any of its parent, subsidiary or affiliate companies without the express written permission of ABC Company . XYZ Company will completely remove the marking or name on a Product which has not been authorized by ABC Company .
XYZ COMPANY의 허가를 얻어 상호등을 표시
제품 포장
8. USER GUIDE AND RELATED RETAIL PACK MATERIALS. From time to time, ABC Company at its sole discretion may require XYZ Company to develop and purchase retail pack materials and package the Products. XYZ Company will complete such services according to the specifications and information provided by ABC Company . All such packaging materials must be pre-approved by ABC Company prior to productionXYZ COMPANY가 독자판단으로 패키징 정함 , ABC Company는 포장에 대하여 승인을 받야야 함
9. QUALITY
9.1 Conformance to Specifications. XYZ Company will manufacture Products to be in conformance with the Specifications and ABC Company ' quality acceptance requirements as identified in the each Development and/or Manufacturing Program or other documentation as provided by ABC Company ..
제품은 XYZ COMPANY의 사양서에 일치하여야 함
10. PRODUCT PRICING
10.1 Price for Products. XYZ Company will sell the Products to ABC Company at the per-unit price for each Product based on the pricing identified in the Development and/or Manufacturing Program for that Product. The pricing may be changed only upon a written statement signed by authorized representatives of both parties. ABC Company will pay for the Products in United States Dollars.
가격은 사전 협의가격 변경시 서면에 의하여야 함. 달러로 지불
10.2 Sales Taxes. ABC Company will pay applicable sales or use taxes, as well as any applicable import duties at the destination country.
XYZ COMPANY가 소비세 납부
10.3 Price Increase. Any reasonable increases in prices require prompt notice to ABC Company with reason and details, and are subject to ABC Company ' prior written approval. ABC Company shall response within 5 days after receipt of XYZ Company's notice.
가격 변동시 사전 통지
11. PURCHASE ORDERS AND RELEASES
구매주문
11.1 Order Lead Time. Order lead time is six (6) months after the date ABC Company sends a purchase order to XYZ Company and the date XYZ Company delivers the Product to shipping port
납기
13. TRADE TERMS, SHIPPING AND DELIVERY FOR STANDARD PURCHASES
13.1 Trade Term. XYZ Company agrees to the trade term of:
무역조건
(a) Ocean Cargo FOB Busan , as defined by Incoterms 2010, to via ocean shipment.
부산항 인코텀즈 2010
13.2 Packaging and Shipping Documentation. ABC Company will provide XYZ Company with written routing instructions for the shipment of Products (the “Routing Instructions or Advance Shipping Notice”). XYZ Company must ensure that Product packing and packaging conforms to good commercial practice, ABC Company ' specifications, government regulations and other applicable standards. XYZ Company must mark each container with necessary handling and shipping information
XYZ COMPANY는 발송 정보를 제공해야 함
13.4 Delivery Dates. XYZ Company will deliver the Products in accordance with the scheduled delivery date in ABC Company ' purchase order release. If XYZ Company is unable to meet the scheduled delivery date, XYZ Company will notify ABC Company in writing at least 7 days before the scheduled delivery date. If XYZ Company cannot meet the scheduled delivery date without ABC Company ' fault, XYZ Company will expedite shipment at its own cost to ensure timely delivery of the Products.
납기 충족못할 경우 7일전에 통보
13.5 Title and Risk of Loss. Title to Products and risk of loss pass to ABC Company when XYZ Company delivers the Products to ABC Company at Busan
소유권은 부산항에서 이전 (대금 완납시 소유권 이전으로 변경도 가능)
14. INVOICES AND PAYMENT FOR STANDARD PURCHASES
14.1 Invoices.
(a) Commercial invoices on Products: XYZ Company will issue Products invoices to ABC Company ' Accounts Payable department. XYZ Company will include on each invoice: ABC Company ' purchase order number, unit price and total amount, quantity, date, invoice and packing list number.
인보이스는 지불부서에 제출하되 위의 정보를 포함해야 함
14.2 Payment Term. ABC Company will pay invoices before the shipment of the Products
선적전에 지불하여야 함
15. WARRANTIES 품질보증
15.1 Warranty. XYZ Company warrants that Products delivered under Agreement are:
(a) new; 신품일것
(b) free and clear of all liens and encumbrances; 담보물권이 설정되면 안ㄴ됨
(c) in accordance with all Specifications and requirements of the applicable Development and Manufacturing Program;
사양서대로 제조
(d) conforms with the applicable Purchase Order;
발주서 대로 제조
(e) free from defects in design, if Products are designed by XYZ Company;
디자인에 하자가 없어야 함 (지재권 포함)
(f) free from defects in workmanship, materials and performance; and
공정, 재료, 기능에 문제가 없어야 함
(g) is suited for the Products intended use.
구매목적에 적합해야 함
15.2 Warranty Period. The Product warranty is effective for twelve (12) months from the shipment date (the “Warranty Period”). 제품하자는 12개월 (단축가능)
15.3 Remedies.
(a) Return, Repair or Credit. If any Product is not in compliance with the Product warranty or with the requirements of this Agreement or any purchase order, ABC Company is entitled to: 제품에 문제가 있으면 (필요시 삭제_
(1) return the Product for replacement or repair at XYZ Company 's expense;
그레디스의 비용으로 반품
(2) repair the Product and recover ABC Company ' reasonable expenses of repair; or
XYZ COMPANY가 수선
15.4 Notice of Defects. ABC Company shall make a relevant notice in one (1) month after acceptance of the product. 제품 수령 후 1개월 내 하자 통지
17. Term. This Agreement will take effect on the Effective Date and expire three (3) years thereafter (the “Initial Term”), unless earlier terminated by the parties
At the end of the Initial Term, this Agreement will be automatically renewed for additional 1 year terms unless either party gives written notice of its intention not to renew at least 6 months prior to the scheduled expiration date.
계약기간 3년간, 6개월전 통지하지 않으면 1년간 자동연장
18. TERMINATION OF AGREEMENT
18.1 Termination for Bankruptcy. ABC Company may terminate this Agreement immediately upon notice to XYZ Company if:
다음 경우에는 계약 즉각 해지
(b) XYZ Company becomes the subject of a voluntary' or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors.
파산, 청산, 법정관리
18.2 Termination for Default.
(a) ABC Company Terminate for Breach. ABC Company may terminate this Agreement if XYZ Company breaches a material provision of this Agreement and fails to cure within 90 days of receiving notice from ABC Company .
ABC Company가 의무 이행을 하지 않고 90일동안 치유가 안 될 때
18.7 Continued Right to Purchase After Termination or Expiration. Upon termination of this Agreement for any reason other than default by ABC Company , ABC Company may issue purchase orders within 30 days of the date of termination. 해지 후 30일내 주문하면 구매가능
18.8 Survival of Terms. In addition to any provision of this Agreement which specifically provides for survival, Sections 6 (Purchase of Production Equipment), 15 (Warranties), 19 (Intellectual Property) 22 (Indemnity and Insurance), 23 (Confidential Information and Ownership of Intellectual Property), 24 (Dispute Resolutions), and 25 (General Provisions) will survive a termination of this Agreement. In addition, Sections 5 through 14 (governing manufacture and sale of the Products) will also survive termination of this Agreement with respect to the delivery of Products following termination.
19. INTELLECTUAL PROPERTY 지적재산권
19.1 Title to Inventions. XYZ Company agrees that all copyrightable material, notes, records, drawings, designs, photographic imagery, inventions, improvements, developments, discoveries and trade secrets (collectively, the "Inventions") conceived, made or discovered by XYZ Company, solely or in collaboration with ABC Company in connection with Products developed under this Agreement, are intended to be for the sole benefit of ABC Company and its affiliates
제품의 지적재산권은 XYZ Company에 이전 (다르게 규정할 수도 있음)
20. SALE AND DESIGN OF SIMILAR PRODUCTS 유사제품 판매
During the Term of this Agreement and for a period of 1 years after its termination, XYZ Company will not, without the express written consent of ABC Company , manufacture or sell to any third party or for its own account, any product using the same or substantially similar industrial design used in any Product.
계약종료 후 1년간 유사제품 판매금지
21. MUTUAL DEVELOPMENT COMMITMENTS;
21.1 XYZ Company commitments to ABC Company .
(a) Development Plan. At such time as XYZ Company and ABC Company agree that XYZ Company shall develop future ABC Company Products, the Parties shall prepare and agree upon an engineering development plan (the “Development Plan”). The Development Plan shall identify the ABC Company Engineering Team (as defined below) and other resources to be applied by XYZ Company towards the development of the Products. The Development Plan may identify product roadmaps, deliverables (“Deliverables”) to be delivered by XYZ Company and any applicable milestone dates (“Milestones”) and other goals which the parties intend to achieve. Each Party shall provide such information and assistance to the other Party as the other Party may reasonably request to accomplish the objectives of the Development Plan.
개발계획 준수
(b) Qualified technical personnel from each Party will be available to the other Party during normal business hours and at such other times as may be appropriate to achieve the objectives of the Development Plan.
기술자 파견하여 검사 (?필요시만 기재)
22. INDEMNITY AND INSURANCE
22.1 Indemnity. XYZ Company agrees to indemnify and defend ABC Company from all claims, proceedings, liabilities and costs (including legal expenses) resulting from:
면책
(a) any claim that the Products or the use or resale of the Products infringes the intellectual property rights of any other person except to the extent that a claim arises from intellectual property furnished by ABC Company ;
ABC Company는 제3자의 지재권 침해주장으로부터 면책
22.2 Notice. ABC Company will notify XYZ Company of any claim made against ABC Company and authorizes XYZ Company to settle or defend any such claim, demand, proceeding or action and, upon XYZ Company's request shall assist XYZ Company in so doing. ABC Company may participate in any such claim at its own expense with counsel of its choosing at any such proceeding.
지재권 침해 주장이 있으면 ABC Company가 주장자로부터 XYZ COMPANY을면책시켜야 함
22.3 Remedies. If ABC Company is prevented from selling any Product , as a result of any claim or proceeding, XYZ Company must, at the option and direction of ABC Company :
지재권 침해가 있으면
(a) procure for ABC Company the right to use or sell the Product; or
(b) 특허권을 구매
(c) modify the Product so that it becomes non-infringing;
(d) 특허침해가 없도록 변경
(e)provide to ABC Company a non-infringing Product meeting the same functional specifications.
침해가 없는 제품을 공급해야 함
22.4 Remedies Unavailable. If the remedies described in Section 22.3 are unavailable, ABC Company may return all Products purchased from XYZ Company. XYZ Company will reimburse to ABC Company within thirty (30) days from the date of receipt of the returned products, ABC Company ' purchase price for such products.
해결이 안 되면 반품 (삭제하면 유리)
23. CONFIDENTIAL INFORMATION AND OWNERSHIP OF INTELLECTUAL PROPERTY
23.1 Rights of the Parties in Pre-Existing Intellectual Property. Each party owns all rights in its pre-existing technologies and intellectual property developed by it or by third parties for its benefit. 사전에 개발된 권리는 각자 보유
23.2 Confidentiality Agreement. The Parties keep all relevant information declared “Confidential” as confidential and shall not disclose to any third parties without prior written notice of the counter parties.
23.4 ABC Company Sole Ownership of Industrial Design. ABC Company is the sole and exclusive owner of all intellectual property rights in the industrial design of the Products. ABC Company grants to XYZ Company a limited non exclusive license to use the intellectual property in the industrial design of the Products solely for the purpose of manufacture of the Products in accordance with this Agreement. During the term of this Agreement and for a period of 1 years after termination of the Agreement, XYZ Company will not use of any design element incorporated in the Products other than to manufacture the Products for ABC Company . XYZ Company must obtain ABC Company ' prior written approval for all other uses of any design element of the Product.
지재권은 XYZ COMPANY,가 가짐, ABC Company에 사용권을 부여함. 다른 목적에 사용시 사전 허가를 받아야 함.
23.5 Injunctive Relief. If a party suffers irreparable harm by reason of a breach by the other of this Section 23, then the affected party may seek injunctive or other relief in a court of competent jurisdiction, despite the arbitration requirement.
지재권 침해가 있으면 중재규정에도 불구하고 법원에 가처분 등의 이행명령가능 (필요시 규정)
23.6 No Disclosure of Agreement. Neither party may disclose the existence or terms of this Agreement without the prior written consent of the other party. (본 계약 비공개)
23.6 Conflicts of Interest. XYZ Company certifies that XYZ Company has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement,
(이 계약은 다른 계약의 위반이 아님)
24. DISUPTE RESOLUTION
24. Dispute Resolution by Management Group. Both parties acknowledge and agree that they must cooperate in order to ensure that the purposes of this Agreement are achieved. XYZ Company and ABC Company shall cooperate fully with one another in connection with all matters related to their performance of this Agreement. In the event of dispute between the parties, the Management Group shall diligently pursue resolution of such dispute on terms that are reasonably intended to achieve for both parties the purposes of Agreement. If the parties are unable, despite reasonable efforts to resolve any dispute, the differences between the parties shall be resolved under the procedures. 목적달성을 위하여 협력, 경영자들이 우선 분쟁해결 시도
24.1 Negotiation. The parties will attempt to resolve all disputes arising out of or in connection with this Agreement by negotiation in good faith. The parties will elevate an unresolved dispute to their senior management group.
분쟁은 협력하여 해결
24.3 Arbitration. If the parties cannot resolve the dispute by mediation within 30 days from the date of submission, or within a mutually acceptable period, then either party may refer the dispute to a single arbitrator through the Korea Commercial Arbitration Association, Seoul, Korea, under to its Commercial Arbitration Rules. The parties may also mutually agree on an alternative arbitration resource and applicable rules for arbitration. The arbitration will be held in Seoul Korea, any other location mutually agreed in writing by the parties. The decision of the arbitrator is binding on the parties. Either party may seek enforcement of the arbitrator's decision in any court of competent jurisdiction. The parties will be responsible for its own legal fees, but will equally share the costs incurred in arbitration, unless the arbitrator awards the costs or attorneys fees, or both, to the prevailing party as a part of the arbitration decision.
분쟁은 대한상사중재원에서 해결, 비용은 별도의 중재 판결이 없으면 반분.
24.4 Performance Continues During Dispute Resolution. The parties must perform their obligations under this Agreement while the dispute is being resolved.
분쟁 기간 중에서 의무 이행
24.7 Language. All mediation, arbitration and other related proceedings must be conducted in the English language.
영어로 교신
25.2 Governing Law. This Agreement is governed by the laws of the Republic of Korea, without regard to the conflicts of laws principles. The parties consent to the personal jurisdiction.
대한민국법이 준거법
25.3 Assignment. This Agreement is binding on the parties and their successors and assigns.
영업양수인이나 승계인에게도 효력
25.4 Severability. If a provision in this Agreement is held to be invalid or unenforceable, then the parties will exclude the invalid or unenforceable provision from this Agreement and the remaining provisions will remain in full effect between the parties.
일부 계약조항이 무효이면 잔여조항도 무효
25.5 Notices. The parties will provide all notices in writing. Each notice must be:
(a) personally delivered or be sent by registered or certified mail, overnight courier, or telecopy confirmed by registered or certified mail; and
통지는 등기, DHL
(b) addressed to the other party at its address listed below
If to XYZ Company:
Mr. ABc
주소
________________________________________
If to ABC Company :
with copy to:
25.6 Relationship between Parties. The parties are independent contractors. Neither party should be considered to be an agent, employee, joint venture, partner, or fiduciary of the other party. Neither party has the right to bind the other party, transact any business in the other party's name or on its behalf or incur any liability for or on behalf of the other party. 이 계약은 에이전트 계약이 아님
25.7 Waiver. A party does not waive any of its rights under this Agreement unless the waiver is in writing and signed by the waiving party.
계약 중 일부 조항은 포기할 수 있다.
25.8 Counterparts. This Agreement may be executed in 2 or more counterparts or duplicate originals, all of which is regarded as the same instrument.
계약서는 부본이 잇음
25.9 Descriptive Headings. The descriptive headings and sections of this Agreement are inserted for convenience only and should not control or affect the meaning or construction of any of the provisions.
표제는 의미가 없음
25.12 Local Law. XYZ Company shall use its best efforts to obtain any consents, approvals, permits or other actions that may be required by any Korean governmental agency or regulatory body under any Korean law (collectively, the “Local Law”) to (i) negotiate and close the Manufacturing Agreement; (ii) transfer the Production Equipment to XYZ Company; and (iii) hire any ABC Company engineers or other associates. ABC Company shall use best efforts to assist XYZ Company in obtaining consent to such Local Law.
현지법을 준수
25.13 Publicity. The parties may elect to publish a mutually acceptable joint press release relating to the transaction contemplated by this Agreement. No unilateral press release or other public announcement or disclosure may be made at any time by either party, unless both parties shall have agreed as to the timing, form and content of such release.
25.14 Entire Agreement. This Agreement together with the Appendixes and Exhibits, which is incorporated by reference, embodies the final, complete and exclusive statement of the terms of the agreement relating to the license of the Licensed Patent by XYZ Company to ABC Company . This Agreement supersedes any prior or contemporaneous representations or agreements on this subject matter. No amendment or modification of this Agreement is valid or binding upon the parties unless they are in writing and signed by both parties. As of the Effective Date, the Term Sheet shall be terminated in its entirety and shall have no further force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
XYZ COMPANY, INC. ABC Company Inc.
By: By:
Gildong Hong John Doe
President
President
ABC Company Co. Ltd
(For certain limited purposes as set forth herein)
By:
Managing Director
By:
Managing Director
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