Agreement精选4篇

【导读指引】阿拉题库漂亮网友为您分享整理的“Agreement精选4篇”法律文书资料，供您参考学习，希望这篇文档资料对您有所帮助，喜欢就下载分享给朋友吧！

Agreement【第一篇】

销售代理协议

SALES AGENCY AGREEMENT

编号：_________No：_________

日期：_________Date：_________

本协议双方为了发展贸易，在平等互利的基础上，按下列条件签定本协议。

This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows：

1 订约人：_________

Contracting Parties：_________

供货人：_________

Supplier：_________ ( hereinafter called;PartyA;)

销售代理人：_________

Agent：_________( hereinafter called; PartyB;)

甲方委托乙方为销售代理人，推销下列商品。

Party A hereby appoints party B to act as his selling agent to sell the commodity mentioned below.

2 商品及数量或金额

Commodity and Quantity or amount

双方约定，乙方在协议有效期内，承销不少于_____的上述商品。

It is mutually agreed that Party B shall undertake to sell not less than _____ of the aforesaid commodity in the duration of this Agreement.

3 经销地区 只限在_____销售。

Territory In_____only.

4 定单的确认

关于协议所规定的上述商品的每笔交易，其数量、价格及装运条件等须经甲方确认，并签定销售确认书，对交易做具体规定。

Confirmation of orders

The quantities, prices and shipment of the commodities stated in this Agreement shall be confirmed for each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.

5 付款

订单确认后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤消的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。

Payment

After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C a vailable by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Pary A immediately after L/C is opened, so that Party A can get prepared for delivery.

6 佣金

在本协议期满时，乙方完成了第二款所规定的数额，甲方当按装运货物所受到的全部发票金额付给乙方_____%的佣金。

Commission

Upon the expiration of the Agreement and Party B’s fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B_____% commission on the basis of the aggregate amount of the invoice value already paid by Party B of the shipments effected.

7 市场情况报告

乙方每三个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时，乙方应随时向甲方提供其它供应商所给的类似商品的样品及其价格、销售情况和广告资料。

Reports on Market Conditions

Party B shall forward once every three months to Party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B shall, from time to time, send to Party A samples of similiar commodities offered by other suppliers, together with their prices, sales informaiton and advertising materials.

8 宣传广告费用

在本协议有效期内，乙方在上述经销地区内所作广告宣传的一切费用，由乙方自理。乙方须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅同意。

Advertising & Publicity Expenses

Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and / or drawings and description for prior approval.

9 协议有效期

本协议由双方签字后生效，有效期_____年，自_____至_____。若一方希望延长本协议，则须在本协议期满前一个月书面通知另一方，经双方协商决定。

若协议一方未履行协议条款，另一方有权终止协议。

Validity of Agreement

This agreement, after its being signed by the parties concerned shall remain of in force for_____as from _____ to _____ If either party wish to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration, the matter shall be decided by consent of the parties hereto.

Should enther party fail to implement the terms and conditions herein, the other party is entitled to terminate the Agreement.

10 仲裁

在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会决定是终局的，对双方均有约束力。仲裁费用，除另有规定外，由败诉一方负担。

Arbitration

All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.

11 其它条款

(1) 甲方不得向经销地区其它买主供应本协议所规定的商品，如有询价，当转给乙方洽办。若有买主希望从甲方直接订购，甲方可以供货，但甲方须将有关销售确认书副本寄给乙方，并按所达成交易的发票金额给乙方_____%的佣金。

(2) 若乙方在_____月内未能向甲方提供至少_____的订货，甲方不承担本协议的义务。

(3) 对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议的约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。

(4) 本协议受签约双方所签定的销售确认条款的制约。

11 Other Terms&Conditions

(1) Party A shall not supply the contracted commodity to any other buyers in the above mentioned territory. Direct enquiries, if any , will be referred to Party B. Howerver, should any other buyers wish to deal with Party A directly, Party A may do so, But Party A shall send to Party B a copy of sales confirmaiton and give party B_____% commission(s) concluded.

(2) Should Party B fail to pass on his orders to Party A in a period of _____ months for a minimum of _____, Party A shall not bind himself to this Agreement.

(3) For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A’s government without binding himself to this Agreement. Party B shall not interfere in such direct dealings, nor shall Party B bring forward any demand for compensation therefrom.

(4) This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.

本协议于_____年___月___日在_____签定，正本两份，甲乙双方各执一份。

This Agreement is signed on___/___/_____at_____and is in two originals, each party holds one.

甲方：_________ Party A：_________

乙方：_________Party B：_________

签字：_________ Signature：_________

签字：_________Signature：_________

Agreement【第二篇】

This agreement of lease is made on this _____day of December ______by and BETWEEN:

Mrs. Ghazala Waheed w/o Abdul Waheed, Adult, R/o House No.___, DHA, Lahore Cantt, (hereinafter to as the LESSOR of the ONE PART).

And

Mr.___,R/o China, refereed to as the LESSEE of the OTHER PART.(Expression “LESSOR” and “LESSEE” wherever the context so permit shall always mean and include their respective heirs, successors legal representative and assignees).

WHEREAS the LESSOR is the lawful owner and in lawful possession of House No,___,DHA, Lahore Cantt, consisting of 4 Bedrooms with bath, D/D,TV; Lounge, Kitchen, Store, Servant, Quarter together with fixtures and fitting (hereinafter collectively called the demised premises).

And whereas the LESSOR has agreed the lease and the LESSEE has agreed to take on lease the demised premises on the terms and condition as given below:

1. This agreement in only valid if LESSEE is renewed and extended for the lease period.

2. The LESSOR lets LESSEE takes the DEMISSED PREMISES for a period of 12 months

Commencing from 15th January 20__. The Lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period

3. The rent of the DEMISED PREMISES shall be USD3,300/-(US dollars Three Thousand and Three hundred Only) per month

4. The LESSOR hereby acknowledges receipt of the sum of ,800/-(US dollars Nineteen Thousand and eight Hundred Only) per month.

5. It is hereby agreed between the parties that the LESSEE shall pay the aforesaid monthly rent USD. 3,300/-(US dollars Three Thousand and Three hundred Only) as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th July 20__.

6. That the LESSOR hereby acknowledges receipt of the sum of ,000/-(Rupees Sixty Thousand Only) from the LESSEE as fixed edposit security which shall be refunded to the LESSEE on giving back the vacant possession of the DEMISED PREMISES after deduction of damages/shortages outstanding bills for Electricity, Water, Gas and Telephone charges etc, against the demised premises.

The lessee herby convenants with lessor as following:

1. To pay to the LESSOR the rent hereby reserved in the manner before mentioned.

2. That the LESSEE shall not at any time during the terms, without the consent in writing of the LESSOR, pull down, damages or make any structure alterations to the demised premeses provided always, the LESSEE shall have go write install any fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.

3. To use the demises premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by Mr. ___and family.

4. Not to sublet the whole or any part of the premises.

5. To pay regularly the bills for Electricity, Gas, Water and Telephone charges in respect of the demised premises. A copy of all the paid utility bill be forwarded to the LESSOR every three month regularly. In case of disconnection of any facility due to non-payment, LESSEE will be responsible to get them restored and pay the same. All dues must be cleared before the expiry of the lease.

6. The lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.

The lessor hereby convenants with the lessee as following:

1. To pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the Municipality, Government or any other authority in respect of demised premises.

2. Not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.

It is hereby declear and muturally agreed between the lessor and lessee ans follwing:

1. The LESSEE and the LESSOR shall have the right and option to terminate this Lease at any time only after the expiry of the lease period , 24 months, provided they give one (1) month notice in advance to either of the parties.

2. The meter reading of various utilities are as given below:

Utility meter number today’s reading

a) elecricity __________________

b) gas _________________________

c) telephone ___________________

d) water _______________________

3. That the LESSEE has also agreed with the LESSOR for a mandatory increase in rent by 10% per annum, the rent would be enhanced to ,300/-( Rupees Thirty Six Thousand and Three Hundred Only), should the LESSOR and I ESSEE mutually to renew the Lease. It can be negotiated between the parties.

Whereof the parties hereto have executed these presents on the and day above written.

LESSSOR:______________________

Mrs. Ghazala waheed

NIC NO._______________________

LESSEE________________________

Mr. __________________________

Chinese passport no.__________

Agreement【第三篇】

Agreement madethis ______day of ____________, between___________(hereinafter called ’Licensor’), and ________(hereinafter called ’Licensee’):

WITNESSETH

Whereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other Licensor properties as defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called ’Name’), said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well Known and recognized by the general public and associated in the public mind with Licensor, and Whereas Licensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,Now, Therefore, in consideration of the mutual promises herein contained, it is here by agreed:

1. Grant of License

(a) Articles

Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right, license and privilege of utilizing the Name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)

(b) Territory

The license hereby granted extends only to ________________. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.

(c) Term

The term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, ____________. At the end of each term, beginning with December 31st, ________________, this license shall be automatically renewed for a one year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.

2. Terms of Payment

(a) Rate

Licensee agrees to pay to Licensor as royalty a sum equal to __________percent of all net sales by Licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. The term ’net sales’ shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided herein for the use of the Name, than said higher rate shall automatically and immediately apply to this contract.

(b) Minimum Royalties

Licensee agrees to pay to Licensor a minimum royalty of___________Dollars ($______) as a minimum guarantee against royalties to be paid to Licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. The advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. No part of such minimum royalty shall in any event be repayable to Licensee.

(c) Periodic Statements

Within _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by Licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by Licensee during the preceding calendar ____________, together with any returns made during the preceding calend ___________ For this purpose, Licensee shall use the statement

form attached hereto, copies of which form may be obtained by Licensee from Licensor. Such statements shall be furnished to Licensor whether or not any of the articles have been sold during the preceding calendar____________.

(d) Royalty payments

Royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in_______________. Domestic taxes payable in the licensed territory shall be payable by Licensee.

3. Exclusivity

(a) Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizingthe Name in any manner whatsoever, except that Licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement,for the use of the Name in connection with the sale of the articles described in paragraph 1.(b) It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, Licensee shall have_______ days within which to accept or reject such an offer. In the event that Licensee fails to accept such offer within the specified _______days, Licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event Licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to Licensee by agrees that it shall not, without the prior written consent of Licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.

4. Good Will

Licensee recognizes the great value of the good will associated with the Name, and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning in the mind of the public.

5 Licensor’’s Title and Protection of Licensor’’s Rights

(a) Licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of this license. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this agreement, provided that prompt notice is given to Licensor of any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of Licensor.

(b) Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’’s rights to the Name, and Licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others in the Name on articles the same as or similar to those covered by this agreement which may come to Licensee’’s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the Licensor so to do.

6. Indemnification by Licensee and Product Liability Insurance Licensee hereby indemnifies Licensor and undertakes to defend Licensee and/or Licensor against and hold Licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by Licensee in connection with the articles covered by this agreement or any otheralleged action by Licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. Licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for Licensor (as well for Licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensor’’s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished Licensor by Licensee. As Used in the first 2 sentences of this paragraph6, ’Licensor’ shall also include the officers, directors, agents, andemployees of the Licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.

7. Quality of Merchandise

Licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable Federal, State and local laws, and that thesame shall not reflect adversely upon the good name of Licensor or any ofits programs or the Name. To this end Licensee shall, before selling ordistributing any of the articles, furnish to Licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. The quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the same shall be a proved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart there from in any material respect without Licensor’’s prior written consent, andLicensor shall not withdraw its approval of the approved samples except on_______ days’’ prior written notice to Licensee. From time to time afterLicensee has commenced selling the articles and upon Licensor’’s written request, Licensee shall furnish without cost to Licensor not more than additional random samples of each article being manufactured and sold by Licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.

8. Labeling

(a) Licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the Name the notice ’Copyright(c)____________ (year)’ in connection with Name properties (e) and (f) inRider, paragraph 1, and any other notice desired by Licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. In the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the Name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. Each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the Name shall be submitted byLicensor for its written approval prior to use by Licensee. Approval byLicensor shall not constitute iver of Licensor’’s rights or Licensee’’sduties under any provision of this agreement.

(b) Licensee agrees to cooperate fully and in good faith with Licensorfor the purpose of securing and preserving Licensor’’s (or any grantor ofLicensor’’s) rights in and to the Name. In the event there has been noprevious registration of the Name and/or articles and/or any materialrelating thereto, Licensee shall, at Licensor’’s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of Licensor or, if Licensor so requests, inLicensee’’s own name. However, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Name, it being understood thatall rights relating thereto are reserved by Licensor, except for thelicense hereunder to Licensee of the right to use and utilize the Name only as specifically and expressly provided in this agreement. Licensee hereby agrees that at the termination or expiration of this agreement Licensee will be deemed to have a signed, transferred and conveyed to Licensor any rights, equities, good will, titles or other rights in and to the Name which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.

(c) Licensee hereby agrees that its every use of such name shall inure to the benefit of Licensor and that Licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such name.

9. Promotional Material

(a) In all cases where Licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by Licensee. All artwork and designs involving the Name, or any reproduction thereof, shall, notwithstanding their invention or use by Licensee, be and remain the property of Licensor and Licensor shall be entitled to use the same and to license the use of the same by others.

(b) Licensor shall have the right, but shall not be under any obligation, to use the Name and/or the name of Licensee so as to give the Name, Licensee, Licensor and/or Licensor’’s programs full and favorable prominence and publicity. Licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the Name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.

(c) Licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of Licensor, which approval Licensor may grant or withhold in its unfettered discretion.

10. Distribution

(a) Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.

(b) Licensee shall not, without prior written consent of Licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.

(c) Licensee agrees to sell to Licensor such quantities of the articles at as low a rate and on as good terms as Licensee sells similar quantities of the articles to the general trade.

11. Records

Licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and Licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of Licensor,Licensee shall at its own expense furnish to Licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by Licensee to the date of Licensor’’s demand. All books of account and records shall be kept available for at least __________ years aftr the termination of this license.

12. Bankruptcy, Violation, etc.

(a) If Licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month Licensee fails to sell any of the articles (or any class or category of the articles), Licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereof which have not been manufactured and distributed during such month, by giving written notice of termination to Licensee. Such notice shall be effective when mailed by Licensor.

(b) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against Licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any articles covered by this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of Licensor in writing, which they shall be obligated to follow.

(c) If Licensee shall violate any of its other obligations under the terms of this agreement, Licensor shall have the right to terminate t he license hereby granted upon ______ days’’ notice in writing, and such notice of termination shall become effective unless Licensee shall completely remedy the violation within the ______ day period and satisfy Licensor that such violation has been remedied.

(d) Termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which Licensor may otherwise have against Licensee. Upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable or avoidable.

13. Sponsorship by Competitive Product

In the event that any of the articles listed in paragraph 1 conflicts with any product of a present or future sponsor of a program on which the Name appears or is used, or with any product of a subsidiary or affiliate of such sponsor, then Licensor shall have the right to terminate this agreement as to such article or articles by written notice to Licensee In the event of such termination, Licensee shall have ________ days after the effective date of such termination to dispose of all of such articles on hand or in process of manufacture prior to such notice, in accordance with the provisions of paragraph 15. However, in the event such termination is effective as to all the articles subject to this agreement and the advance guarantee for the then current year has not been fully accounted for by actual royalties by the end of the _______ disposalperiod, Licensor shall refund to Licensee the difference between the advance guarantee which has been paid for such contract year and the actual royalties. The rend provision contained in the preceding sentence pertains only to termination occurring pursuant to this paragraph 13, and shall not affect the applicability of any other paragraph to such termination except as expressly contradicted herein.

14. Final Statement Upon Termination or Expiratio______ days before the expiration of this license and, in the event of its termination, ______ days after receipt of notice of termination or the happening of the event which terminates this agreement where no notice is required, a statement showing the number and description of articles covered by this agreement on hand or in process shall be furnished by Licensee to Licensor. Licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by Licensee to submit to such physical inventory by Licensor shall forfeit Licensee’’s right to dispose of such inventory, Licensor retaining all other legal and equitable rights Licensor may have in the circumstances.

15. Disposal of Stock Upon Termination or Expiration

After termination of the license under the provisions of paragraph 12,Licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. Notwithstanding anything to the contrary herein, Licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of Licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by Licensee from the quality and style approved by Licensor pursuant to paragraph 7.

16. Effect of Termination or Expiration

Upon and after the expiration or termination of this license, allrights granted to Licensee hereunder shall forthwith revert to Licensor,who shall be free to license others to use the Name in connection with the manufacture, sale and distribution of the articles covered hereby and Licensee will refrain from further use of the Name or any furtherreference to it, direct or indirect, or anything deemed by Licensor to besimilar to the Name in connection with the manufacture, sale or distribution of Licensee’’s products, except as provided in paragraph 15.

17. Licensor’’s Remedies

(a) Licensee acknowledges that its failure (except as otherwiseprovided herein) to commence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to Licensor.

(b) Licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale or distribution of the articles covered by this agreement or any class or category thereof at the termination or expiration of this agreement will result in immediate and irremediable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale or distribution,and Licensee agrees that in the event of such failure Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem just

and proper.

(c) Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which Licensor is entitled under this agreement or otherwise.

18. Excuse For Nonperformance

Licensee shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. In such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.

19. Notices

All notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.

20. No Joint Venture Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor in any manner whatsoever.

21. No Assignment or Sublicense by Licensee

This agreement and all rights and duties hereunder are personal to Licensee and shall not, without the written consent of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of may assign but shall furnish written notice of assignment.

22. No Waiver, etc.

None of the terms of this agreement can be waived or modified exceptby an express agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this agreement, which represents the entireunderstanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceeding to enforce any or all of such rights. No person, firm, group or corporation (whether included in the Name or otherwise) other than Licensee and Licensor shall be deemed to have acquired any rights by reason of anything contained in this agreement, except as provided in paragraphs 6 and 21.

In witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.

___________________, Licensor

By_________________

Title:_______________

___________________, Licensee

By_________________

Title:_______________

Agreement【第四篇】

The research foundation of state university of NEW YORK　and SPONSOR　 Account #____________________

Made by and between the research foundation of state university OF NEW YORK, a nonprofit, educational corporation organized and existing under the laws of the State of New York, with its principal offices located at 35 State Street, Albany, New York 12207 (mailing address: Post Office Box 9, Albany, New York 12201 0009), hereinafter referred to as the “FOUNDATION,” acting on behalf of the State University of New York at ______________, hereinafter referred to as “UNIVERSITY,” and ________________, a corporation organized and existing under the laws of the State of __________________ , with its principal office located at _______________________, hereinafter referred to as “SPONSOR.”

WITNESSETH:

WHEREAS, SPONSOR and FOUNDATION have a mutual interest in promoting research related to _______________, hereinafter referred to as the “FIELD;” and

WHEREAS, ________________________________ of the State University of New York at _______________has developed expertise relating to the FIELD; and

WHEREAS, SPONSOR has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “PROJECT” which will be carried out by _________________________;

NOW, THEREFORE in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:

of Work

The FOUNDATION agrees to use its best efforts to conduct and carry out the PROJECT described in the SCOPE OF WORK, Exhibit A, which is attached to and made an integral part of this Research Agreement.

During the term of this Research Agreement, FOUNDATION shall provide written reports to SPONSOR as specified in Exhibit A.

[Fixed Price]

a) In consideration of research services to be performed pursuant to this Research Agreement, SPONSOR shall make fixed payments in the total amount of FEE DOLLARS.This amount shall be paid to FOUNDATION upon submission of invoices according to the following schedule:

__________ on execution of this Research Agreement

__________

b)An interest penalty of % per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.

[Cost Reimbursable]

a)In full and complete consideration of FOUNDATION’S performance under this agreement, the SPONSOR shall reimburse FOUNDATION for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ Dollars, which shall be spent in accordance with the Budget set forth in Exhibit A, attached hereto.Reimbursement shall be made to FOUNDATION upon submission of invoices to SPONSOR as provided below. FOUNDATION will submit [monthly; quarterly]an invoice or voucher of costs incurred by the FOUNDATION in the performance of this agreement and claimed to constitute allowable costs.Promptly after receipt of each invoice or voucher, SPONSOR shall make payment thereon.

b)An interest penalty of % per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.

This agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.

Either SPONSOR or FOUNDATION may terminate this Research Agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. In the event of termination, SPONSOR shall reimburse FOUNDATION for contractual commitments and financial obligations incurred by FOUNDATION in performance of this Research Agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the FOUNDATION.

It is understood and agreed, however, in the event that FOUNDATION has evidence that SPONSOR is in default upon any of its obligations hereunder, FOUNDATION shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.Such termination shall be effective immediately upon receipt of official written notification from FOUNDATION.FOUNDATION shall also be entitled to pursue any rights or remedies which FOUNDATION may have against SPONSOR by reason of such default, and FOUNDATION may withhold any payments to SPONSOR for the purpose of set off until such time as the exact amount of damages may be determined.

in Project Director

If for any reason the FOUNDATION PROJECT DIRECTOR is unable to fulfill the responsibilities required to carry out this Research Agreement, the parties shall negotiate in good faith the continuance of this research PROJECT.However, if another principal investigator satisfactory to SPONSOR cannot be agreed upon, SPONSOR may terminate this Research Agreement.In the event of termination by SPONSOR, FOUNDATION shall be reimbursed for all costs it incurs in connection with this Research Agreement which arise from commitments made by FOUNDATION prior to receipt of notice of termination, provided the commitments cannot be terminated by the FOUNDATION.

Information

It is understood that in the course of carrying out this Research Agreement, SPONSOR and FOUNDATION may wish to share proprietary information. The parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those individuals who have a need to know this information for purposes of carrying out their obligations in connection with this Research Agreement.

The FOUNDATION PROJECT DIRECTOR and/or FOUNDATION’S project staff shall have the right to publish the results of any research conducted under this Research Agreement.

and Licenses

a)FOUNDATION shall hold title to all inventions (including know how) which are discovered during the conduct of work under this Research Agreement utilizing FOUNDATION or State University of New York facilities.Said inventions are hereinafter referred to as “FOUNDATION inventions.”

b)No license or other rights in FOUNDATION inventions are given to or received by SPONSOR except as specifically provided for herein.

c)FOUNDATION hereby grants to SPONSOR a ___ day option to acquire an exclusive license to FOUNDATION inventions. The ___ day period of the option shall commence on the date of disclosure of FOUNDATION inventions to SPONSOR by FOUNDATION.Should SPONSOR exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.

d)SPONSOR agrees to reimburse FOUNDATION for all direct costs of patenting new technology developed under this Research Agreement if SPONSOR acquires rights in said technology.

e)If both SPONSOR facilities and FOUNDATION and/or State University of New York facilities are used in carrying out work which leads to an invention under this Research Agreement, the SPONSOR and FOUNDATION shall hold joint title to said invention.SPONSOR shall be entitled to exercise the option and licensing rights set forth above with respect to FOUNDATION’S interest in said joint inventions.

f)Inventions made using SPONSOR facilities exclusively shall belong to SPONSOR.

a)Neither party may assign or otherwise transfer this Research Agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.However, SPONSOR may assign or transfer its interest in this Research Agreement as long as such assignment or transfer is accompanied by a sale or other transfer of SPONSOR’S entire business or other business to which this Research Agreement relates. A party desiring to assign or transfer this Research Agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.If no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.However, an assignment or transfer shall not be deemed to be approved unless the party to which this Agreement is assigned agrees in writing to be bound by the terms and conditions of this Research Agreement.

b)This Agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.

All notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. Said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:

If to SPONSOR:

ADDRESS

If to FOUNDATION:

The Research Foundation of State University of New York

Office of Sponsored Program Services

Post Office Box 9

Albany, New York12201-0009

Attention:Contract and Grant Specialist

Any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.

Effect

This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.

Law

This Research Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York, , except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.

This agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.

The provisions of this Research Agreement are separable, and in the event any provisions of this Research Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

SPONSOR hereby agrees to indemnify FOUNDATION for any claims or actions that are brought against FOUNDATION by third parties because of SPONSOR’S use or misuse of the reports or technology which are provided to SPONSOR in connection with this Research Agreement.

of Name

SPONSOR and FOUNDATION agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.

Agreement

This agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.

of Precedence

In the event of any inconsistency between clauses 1-19 of this Research Agreement, and the attached Exhibit A, the inconsistency should be resolved by giving precedence to clauses 1-19.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.

THE RESEARCH FOUNDATION OFSPONSOR

STATE UNIVERSITY OF NEW YORK

By:_______________________ By:______________________

Title:_____________________ Title:___________________

Date:______________________ Date:____________________