¿©Á¤ÇöÀÇ ±¹Á¦°è¾à¼­ ¹ø¿ª, ±¹Á¦°è¾à¼­ ÀÛ¼º Á¤º¸, ÇØ¿ÜÁ÷Á¢ÅõÀÚ Á¤º¸ -since 1997
 
     

Development and Manufacturing Agreement °³¹ß ¹× »ý»ê°è¾à, ¿µ¹®°è¾à¼­ »ùÇÃ

´ÙÀ½Àº °³¹ß ¹× »ý»ê°è¾à ¿µ¹®°è¾à¼­ »ùÇÃÀÔ´Ï´Ù. ÀûÀýÈ÷ º¯°æÇÏ¿© »ç¿ëÇϽñ⠹ٶø´Ï´Ù.

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 ¾÷Àû

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  . ABC°¡ °³¹ß

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 Company´Â °¡ °³¹ßÇÑ Á¦Ç°À» ±¸¸ÅÇÏ¿© ÆǸÅ

 

 

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:
´ç»çÀÚ´Â ´ÙÀ½°ú °°ÀÌ ÇÕÀÇ

 
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 Company°¡ XYZ COMPANYÀ» À§ÇÏ¿© Á¦Ç°À» °³¹ß
 
(b)  To ensure the timely development of the manufacturing processes necessary for the manufacture of the Products.
ÀûÀýÇÑ ½Ã°£¿¡ °³¹ß
 
(c)  To define the agreement, development model, quality standards and specifications on the Products manufactured by XYZ Company for ABC Company  .
°³¹ßÀÇ Ç¥ÁØÀ» Á¤ÇÔ
 
(d)  To provide for the sale by XYZ Company to ABC Company  of Products manufactured by XYZ Company for ABC Company  .
°³¹ßµÈ Á¦Ç°À» ÆǸÅ
 
(e)  To define the rights and obligations of the parties in the intellectual property developed or transferred pursuant to this Agreement.

ÁöÀûÀç»ê±Ç ¹®Á¦¸¦ ³íÀÇÇÔ 
(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.
ºÐÀïÇØ°áÀ» Á¤ÇÔ
 
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 Company¸¦ Á¦Ç°À» °³¹ßÇÏ¿© XYZ COMPANY°¡ »ý»êÇÒ Á¦Ç°À» ¼±ÅÃ
.

 
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.
°è¿­»ç¶õ

 
2.2  ¡°Applicable Products¡± means outsourced footwear product

 
Àû¿ë ´ë»óÁ¦Ç°Àº °¡°øÇÑ ½Å¹ßÁ¦Ç° 

 
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.
°³¹ß ¿Ï·áÀÏ
 
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.
°³¹ß ¹× »ý»ê ÇÁ·Î±×·¥

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
             °³¹ß Å°Æ®´Â ´ÙÀ½À» ÀǹÌ

 
2.6  ¡°Development Schedule¡± means the schedule for the development of a Product under the applicable Development and/or Manufacturing Program.
°³¹ßÀÏÁ¤
 
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  ,
¿Ï¼ºÇ°

 
2.8  ¡°Milestone¡± means each phase of the Development Schedule of a Development and/or Manufacturing Program.
ÀÌÁ¤Ç¥
 
 

 
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. Á¦Ç°À̶õ

2.10.        ¡°Project¡± means a footwear developing project instructed and scheduled by ABC Company   ÇÁ·ÎÁ§Æ®¶õ

 
2.10  ¡°Purchase Order¡± means an order for the purchase of Products.

 
 
±¸¸ÅÁÖ¹®
 
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. »ùÇÃÀ̶õ

      2.12.         ¡°Season¡± means a six (6) month periods separated as fall/winter and spring/summer  ½ÃÁðÀ̶õ

 
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.  »ç¾çÀ̶õ

 
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.

 
 
Å×½ºÆ®»ç¾ç
 

 

________________________________________
4. DESIGN AND MANUFACTURING µðÀÚÀΰú »ý»ê

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
´ÙÀ½ Ä«Å×°í¸®¸¦ µðÀÚÀÎÇØ¾ß ÇÔ
4.2. Developing of designing shall be made in minimum one (1) project to three (3) Projects per each Season. Developing Kit
½ÃÁð´ç 3°³ÀÇ °³¹ß Å°Æ®¸¦ ¸¸µé¾î¾ß ÇÔ

4.3. XYZ Company shall submit up to three (3) pieces of Developing Kit to ABC Company  in each Season.
¸¸µç ÈÄ Á¦Ç°À» Á¦Ãâ


°³¹ß¿¡ ´ëÇÑ º¸»ó
 
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.
»ý»êÅøÀ» XYZ Company°¡ °ø±Þ


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.
ÀÌ¹Ì ÆǸÅÇÑ ÅøÀ» °è¾àÇØÁö½Ã À籸¸Å °¡´ÉÇϵµ·Ï ÇÔ (¼±ÅÃÀÌ ÇÊ¿ä)

7. PRODUCT MARKING Á¦Ç° Æ÷Áö

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. ½Ã¸®¾ó ÀÔ·ÂÇÒ Áö

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  .
¿ø»êÁö´Â Ç¥½ÃµÇ¾î¾ß ÇÏ´ÂÁö
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 COMPANYÀÇ Çã°¡¸¦ ¾ò¾î »óÈ£µîÀ» Ç¥½Ã

Á¦Ç° Æ÷Àå

 

 
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 COMPANY°¡ µ¶ÀÚÆÇ´ÜÀ¸·Î ÆÐŰ¡ Á¤ÇÔ , ABC Company´Â Æ÷Àå¿¡ ´ëÇÏ¿© ½ÂÀÎÀ» ¹Þ¾ß¾ß ÇÔ

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  ..
 Á¦Ç°Àº XYZ COMPANYÀÇ »ç¾ç¼­¿¡ ÀÏÄ¡ÇÏ¿©¾ß ÇÔ

 

 

 


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.
°¡°ÝÀº »çÀü ÇùÀÇ°¡°Ý º¯°æ½Ã ¼­¸é¿¡ ÀÇÇÏ¿©¾ß ÇÔ. ´Þ·¯·Î ÁöºÒ

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 COMPANY°¡  ¼Òºñ¼¼ ³³ºÎ
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.
°¡°Ý º¯µ¿½Ã »çÀü ÅëÁö


11. PURCHASE ORDERS AND RELEASES
±¸¸ÅÁÖ¹®
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
³³±â

 

 


 
13.  TRADE TERMS, SHIPPING AND DELIVERY FOR STANDARD PURCHASES

13.1 Trade Term. XYZ Company agrees to the trade term of:

¹«¿ªÁ¶°Ç
(a) Ocean Cargo FOB Busan , as defined by Incoterms 2010, to via ocean shipment.
ºÎ»êÇ× ÀÎÄÚÅÒÁî 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 COMPANY´Â ¹ß¼Û Á¤º¸¸¦ Á¦°øÇØ¾ß ÇÔ


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.

³³±â ÃæÁ·¸øÇÒ °æ¿ì 7ÀÏÀü¿¡ Å뺸

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
¼ÒÀ¯±ÇÀº ºÎ»êÇ׿¡¼­ ÀÌÀü (´ë±Ý ¿Ï³³½Ã ¼ÒÀ¯±Ç ÀÌÀüÀ¸·Î º¯°æµµ °¡´É)

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.
Àκ¸À̽º´Â ÁöºÒºÎ¼­¿¡ Á¦ÃâÇ쵂 À§ÀÇ Á¤º¸¸¦ Æ÷ÇÔÇØ¾ß ÇÔ

 

 

14.2 Payment Term. ABC Company   will pay invoices before the shipment of the Products

¼±ÀûÀü¿¡ ÁöºÒÇÏ¿©¾ß ÇÔ

15. WARRANTIES Ç°Áúº¸Áõ

15.1 Warranty. XYZ Company warrants that Products delivered under Agreement are:

(a) new; ½ÅÇ°ÀÏ°Í

(b) free and clear of all liens and encumbrances; ´ãº¸¹°±ÇÀÌ ¼³Á¤µÇ¸é ¾È¤¤µÊ

 
(c)  in accordance with all Specifications and requirements of the applicable Development and Manufacturing Program;
»ç¾ç¼­´ë·Î Á¦Á¶
 
(d)  conforms with the applicable Purchase Order;
¹ßÁÖ¼­ ´ë·Î Á¦Á¶
(e) free from defects in design, if Products are designed by XYZ Company;
µðÀÚÀο¡ ÇÏÀÚ°¡ ¾ø¾î¾ß ÇÔ (ÁöÀç±Ç Æ÷ÇÔ)
(f) free from defects in workmanship, materials and performance; and
°øÁ¤, Àç·á, ±â´É¿¡ ¹®Á¦°¡ ¾ø¾î¾ß ÇÔ
(g) is suited for the Products intended use.
±¸¸Å¸ñÀû¿¡ ÀûÇÕÇØ¾ß ÇÔ
15.2 Warranty Period. The Product warranty is effective for twelve (12) months from the shipment date (the ¡°Warranty Period¡±).  Á¦Ç°ÇÏÀÚ´Â 12°³¿ù (´ÜÃà°¡´É)

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: Á¦Ç°¿¡ ¹®Á¦°¡ ÀÖÀ¸¸é (ÇÊ¿ä½Ã »èÁ¦_

 
(1)  return the Product for replacement or repair at XYZ Company 's expense;
±×·¹µð½ºÀÇ ºñ¿ëÀ¸·Î ¹ÝÇ°
 
(2)  repair the Product and recover ABC Company  ' reasonable expenses of repair; or
XYZ COMPANY°¡ ¼ö¼±
 
 

 
 

15.4 Notice of Defects. ABC Company   shall make a relevant notice in one (1) month after acceptance of the product. Á¦Ç° ¼ö·É ÈÄ 1°³¿ù ³» ÇÏÀÚ ÅëÁö

 

 
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.
°è¾à±â°£ 3³â°£, 6°³¿ùÀü ÅëÁöÇÏÁö ¾ÊÀ¸¸é 1³â°£ ÀÚµ¿¿¬Àå

18. TERMINATION OF AGREEMENT


18.1 Termination for Bankruptcy. ABC Company   may terminate this Agreement immediately upon notice to XYZ Company if:
´ÙÀ½ °æ¿ì¿¡´Â °è¾à Áï°¢ ÇØÁö

 
(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.
ÆÄ»ê, û»ê, ¹ýÁ¤°ü¸®

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 Company°¡ Àǹ« ÀÌÇàÀ» ÇÏÁö ¾Ê°í 90Àϵ¿¾È Ä¡À¯°¡ ¾È µÉ ¶§

 
 

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. ÇØÁö ÈÄ 30Àϳ» ÁÖ¹®ÇÏ¸é ±¸¸Å°¡´É

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   ÁöÀûÀç»ê±Ç

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
Á¦Ç°ÀÇ ÁöÀûÀç»ê±ÇÀº XYZ Company¿¡ ÀÌÀü (´Ù¸£°Ô ±ÔÁ¤ÇÒ ¼öµµ ÀÖÀ½)

 


20. SALE AND DESIGN OF SIMILAR PRODUCTS À¯»çÁ¦Ç° ÆǸÅ

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.
°è¾àÁ¾·á ÈÄ 1³â°£ À¯»çÁ¦Ç° ÆǸűÝÁö

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.
°³¹ß°èȹ Áؼö
(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.
±â¼úÀÚ ÆÄ°ßÇÏ¿© °Ë»ç (?ÇÊ¿ä½Ã¸¸ ±âÀç)

 

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:
¸éÃ¥
 
(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 Company´Â Á¦3ÀÚÀÇ ÁöÀç±Ç ħÇØÁÖÀåÀ¸·ÎºÎÅÍ ¸éÃ¥


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.
ÁöÀç±Ç ħÇØ ÁÖÀåÀÌ ÀÖÀ¸¸é ABC Company°¡ ÁÖÀåÀڷκÎÅÍ XYZ COMPANYÀ»¸éÃ¥½ÃÄÑ¾ß ÇÔ

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  :
ÁöÀç±Ç ħÇØ°¡ ÀÖÀ¸¸é
(a) procure for ABC Company  the right to use or sell the Product; or
(b) Æ¯Çã±ÇÀ» ±¸¸Å
(c) modify the Product so that it becomes non-infringing;
(d) Æ¯ÇãħÇØ°¡ ¾øµµ·Ï º¯°æ
(e)provide to ABC Company  a non-infringing Product meeting the same functional specifications.
ħÇØ°¡ ¾ø´Â Á¦Ç°À» °ø±ÞÇØ¾ß ÇÔ

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.
ÇØ°áÀÌ ¾È µÇ¸é ¹ÝÇ° (»èÁ¦Çϸé À¯¸®)

 

 

 
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. »çÀü¿¡ °³¹ßµÈ ±Ç¸®´Â °¢ÀÚ º¸À¯

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.
ÁöÀç±ÇÀº XYZ COMPANY,°¡ °¡Áü, ABC Company¿¡ »ç¿ë±ÇÀ» ºÎ¿©ÇÔ. ´Ù¸¥ ¸ñÀû¿¡ »ç¿ë½Ã »çÀü Çã°¡¸¦ ¹Þ¾Æ¾ß ÇÔ.

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.
ÁöÀç±Ç ħÇØ°¡ ÀÖÀ¸¸é ÁßÀç±ÔÁ¤¿¡µµ ºÒ±¸ÇÏ°í ¹ý¿ø¿¡ °¡Ã³ºÐ µîÀÇ ÀÌÇà¸í·É°¡´É (ÇÊ¿ä½Ã ±ÔÁ¤)

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. (º» °è¾à ºñ°ø°³)

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,
(ÀÌ °è¾àÀº ´Ù¸¥ °è¾àÀÇ À§¹ÝÀÌ ¾Æ´Ô)

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. ¸ñÀû´Þ¼ºÀ» À§ÇÏ¿© Çù·Â, °æ¿µÀÚµéÀÌ ¿ì¼± ºÐÀïÇØ°á ½Ãµµ


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.
ºÐÀïÀº Çù·ÂÇÏ¿© ÇØ°á

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.

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24.4 Performance Continues During Dispute Resolution. The parties must perform their obligations under this Agreement while the dispute is being resolved.
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24.7 Language. All mediation, arbitration and other related proceedings must be conducted in the English language.
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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.
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25.3 Assignment. This Agreement is binding on the parties and their successors and assigns.
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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.
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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

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(b)  addressed to the other party at its address listed below

If to XYZ Company:

 
 
 Mr. ABc
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________________________________________


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.  ÀÌ °è¾àÀº ¿¡ÀÌÀüÆ® °è¾àÀÌ ¾Æ´Ô

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.
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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.
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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.
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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.
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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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