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TECHNOLOGY AGREEMENT

TRANSFER

AND

TECHNICAL

ASSISTANCE

This agreement, entered into and effective as of February..2012, by and between NEOSET S.A, a company organized and existing in accordance with the laws of Greece, with its principal place of business on the 17th km Marathonos Avenue, Trianemi street, Postal Code 15302 Pallini, Attica, Greece, herein duly represented by its authorized officers (hereinafter referred to as NEOSET) and DOLOON BOLDOG LLC, a Mongolian limited liability company organized and existing in accordance with the laws of Mongolia, with its principal place of business at DB building Uildverchinii Devlel Street 43-1, 21st Sub District, Songino Khairkhan district, Ulaanbaatar 18080, Mongolia, herein duly represented by its authorized officers (hereinafter referred to as DB) WHEREAS, NEOSET has acquired and possesses confidential and technical know-how, processes of kitchen furniture and wardrobes production and improvements relating to the development, design, distribution and marketing of new series furniture, through experience accumulated in such business over the last thirty years; WHEREAS, in order to maintain the high quality of NEOSETs products, to achieve technological progress as to their application and operation and to develop new and more advanced products, NEOSET is continuously investing in development and creation of proprietary information and technology related to its products and, consequently, owns technical information related to the design, the manufacture, distribution and marketing of such products, as well as specific know-how and industrial secrets in connection therewith; WHEREAS DB is a Mongolian company engaged in the business of manufacture of kitchen furniture, wardrobes and other home furniture is desirous of meeting the highest degree of quality requirement with respect to its products, in order to maintain its competitiveness and stay in line with high aesthetic and top quality developed in Mongolian furniture market; WHEREAS DB is desirous to obtain and receive technical information, know how and assistance from NEOSET as required for the design, the manufacture, the distribution and marketing of the Products (as defined below), which are dedicated to the production of kitchen furniture and

wardrobes, and NEOSET is willing to give such technical information and assistance, on the terms and conditions specified herein:

NOW, THEREFORE, NEOSET and DB hereby agree as follows: ARTICLE I - DEFINITIONS Unless otherwise clearly required by the context, the following terms as used in this Agreement shall have the respective meanings as defined below:

1.1 Products: shall mean the products specified in Exhibit A. All such
Products shall be deemed to be related to or include some of the Technical Information.

1.2 Territory: shall mean the territory of the State of Mongolia. 1.3 Product standards: shall mean the standards prescribed by NEOSET, as
well as any specification of the manufacture of the Products.

1.4 Effective date: shall mean the date of execution of this Agreement.
ARTICLE II - GRANTS 2.1 Subject to the provisions of this Agreement, NEOSET grants to DB, on an exclusive basis, the right to use the following Technical Information for the manufacture, promotion and sale of the Products in the Territory, which will be used for the production of kitchen furniture and wardrobes. However, in case the parties expect to conclude an agreement to transfer technology to third parties, whose remuneration shall be distributed equally between the parties.

ARTICLE III - SUPPLY OF TECHNICAL INFORMATION

3.1 Subject to the terms of this Agreement, NEOSET shall furnish, disclose, advise and make available to DB, in a continuous manner, the Technical Information to enable DB to exercise its rights granted herein as follows: 1. Proposals and recommendations for the lay-out of the new production buildings. DB has the obligation to supply NEOSET with the necessary data i.e. product series which will be produced, yearly volumes per each series, pre-drawings of the buildings in Auto CAD and any other related information. NEOSET has the obligation to prepare in Auto CAD electronic form its proposals for the buildings lay-out with the necessary comprehensive explanations. In the above proposals NEOSET will include main production buildings, warehouses, utilities buildings, office building and show room building.

2. Proposals and recommendations for the lay-out of the machinery. DB has the obligation to supply NEOSET with the necessary data i.e. product series which will be produced, yearly volumes per each series, pre-drawings of the buildings in Auto CAD and any other related information, plus the machines specifications. NEOSET has the obligation to prepare in AutoCAD electronic form its proposals for the machines lay-out with the necessary comprehensive explanations. Machines lay-out will include also roller conveyors as buffers and utilities like deducting system including filters and silo, compressed air, waste collection and disposal.

3. Design and application of standardization of all furniture products. For all kitchen and wardrobe furniture that DB is already producing the project is called standardization project 70-30 which means that the target of the project is 70% of products will be produced as standardized and 30% as customized. Today DB is producing its furniture 100% customized. The following will be supplied: New Material and Technology Proposals Product Design Concepts Product Design Technical Development Material and Accessories Selection Product and Parts Dimensioning

Product and Parts Technical Drawings Product Assembly Instructions Design Prototype Construction Transportation and Packaging Study

4.

Application of the production planning system using the principles of Kanban method. NEOSET is producing kitchen furniture and wardrobes using as a production planning system based on Kanban method principles. NEOSETs obligation is to apply the above described production planning system to the DBs production for the kitchen furniture and wardrobes. NEOSET will supply also customized software which will support the application of its production planning system. After the completion of this module, NEOSET will deliver a complete and comprehensive manual in English language for the production planning application, to DB. For the purpose of this supply, NEOSET will train in its premises the production planning manager and the plant manager of DB for a period of 3 months. Additionally the production planning manager of NEOSET will visit DB and will train the appropriate personnel for two weeks.

5. Training of DB personnel in production technology, with production


planning to take place at the facilities of the technology supplier. NEOSET has the obligation to train at its premises in Greece the DBs personnel. NEOSET has the obligation to support every trainee of DB by professional training program during their stay in Greece.

The following employee specialties will be trained:

machine operators production foreman maintenance engineer plant manager warehouse foreman distribution and assembly worker sales personnel production planning manager

The maximum number of personnel that will be trained in NEOSET premises will be 12 persons. The maximum training duration per each trainee will be 4 months. NEOSET will prepare the appropriate time table of training program together with DB and will assign one of its managers as training responsible for DBs personnel. DB will cover its employee with Insurance Program for the period they will be trained in NEOSETs premises. NEOSET will assist in the procedure of signing such a contract between DB and Insurance Company. Travel expenses, visas, hotel accommodations and meals will be covered by DB and transportation cost from the airport to the hotel and from the hotel to the factory and vice versa will be covered by NEOSET. The training program will be attended by a DB employee who has very good knowledge of the English language (spoken and written) who will be trained at NEOSETs premises for the duration of the program.

2. Transfer of technology for the lay-out and styling of show rooms.

The marketing department of NEOSET will receive the lay-out, video and photos of the existing show room of DB. They will prepare complete drawings as proposals for DB. DB will participate in a constructive exchange of ideas. NEOSETs architects and specialists will finalize the lay-out, the detailed drawings and styling of the show room. For the implementation of the drawings a specialist from NEOSET will travel to DB for one week for the supervision of this project. At the same time, he will make a presentation to the appropriate stuff of DB for the concept applied.

3. Transfer of technology for the delivery and installation of furniture


at customers location. DB obligation is to send all the necessary information for the todays procedures and practices for the delivery and installation of kitchen and wardrobe furniture in customers location. Information will be in form of videos, photos and texts. NEOSET will send advises in written with comprehensive explanations and if necessary photos and videos. ARTICLE IV - TECHNICAL ASSISTANCE 4.1 NEOSET agrees to send its experts, when required and justified by DB, within a reasonable time interval (visa case) DBs request, which must be submitted in written.

4.2 The travel and living expenses for the dispatch of NEOSETs experts, such as visa, tickets, lodging, food and local transport, shall be paid by DB. Additionally DB hereby agrees to pay 250.00 (two hundred fifty Euros) for each man/day including the travelling days. Each man/day comprehends 9 hours of working per day, 6 days per week. 4.3 The maximum staying period of the NEOSETs experts referring to the above payment terms will be two weeks. If DB will require and justify longer than two weeks service period offered by specific expert the payment terms will be based on a mutually agreed monthly salary. ARTICLE V PAYMENT CONDITIONS 5.1 For and in consideration of the Technical Information granted hereunder to DB, DB agrees to pay to NEOSET the following amounts in Euros.
Description 1. Lay-out of the new production buildings 2. Lay-out of the machinery 3. Design and application of standardization of all furniture products 4. Application of the production planning system using the Kanban method 5. Training of DB personnel in production technology, with production planning 6. Transfer of technology for the lay-out and styling of show rooms 7. Transfer of technology for the delivery and installation of furniture at customers location Total (two hundred seventy six thousand four hundred Amount 8.800.00 17.600.00 44.000.00 38.500.00 140.000.00 22.000.00 5.500.00 276.400.00

Euro)

The above amount shall be paid as follows:

I.

When this agreement enters into force on . 2012 DB has to pay 30% of the total amount i.e.82.920,00 Euro (eighty two thousand ninety two hundred Euro)

II.

On 1st of May 2012 DB will pay 20% of the total amount i.e. 55.280,00 Euro (fifty five thousand two hundred eighty Euro)

III. IV. V.

On 1st of August 2012 DB will pay 20% of the total amount i.e. 55.280,00 Euro (fifty five thousand two hundred eighty Euro) On 1st of December 2012 DB will pay 15% of the total amount i.e. 41.460,00 Euro (forty one thousand four hundred sixty Euro) On 1st of April 2013 DB will pay 15% of the total amount i.e. 41.460,00 Euro (forty one thousand four hundred sixty Euro)

5.2 All payments under the terms of this Agreement shall be made to NEOSET by DB at the address or bank account designated in writing by NEOSET to DB at a future date. 5.3 Any and all payments made by DB to NEOSET under this Agreement are net of taxes and DB shall pay all charges, currency conversion costs, remittance fees and any and all applicable taxes, whether levied by federal, state or municipal governments in the Territory, except for the withholding income tax which is the only tax that shall be paid by NEOSET. ARTICLE VI DURATION OF THE AGREEMENT This agreement enters into force on the . 2012 and shall remain in force until 30th of March 2013. ARTICLE VII - CONFIDENTIALITY 7.1 DB shall keep and ensure that its officers and employees keep

confidential all information made available to DB by NEOSET, which is not published or otherwise generally available to the public, including the contents of this Agreement and the Technical Information and Product Standards (hereinafter referred collectively to as Information). DB shall not communicate any such Information to any third party, and shall neither use such Information nor circulate it within its own organization, except pursuant to and to the extent necessary to exercise its rights granted by herein. 7.2 This confidentiality obligation shall remain valid during the term of this Agreement and for a period of three (3) years after expiration or termination of this Agreement, for any reason, or any extension thereof.

ARTICLE VIII WARRANTIES 8.1 NEOSET represents and warrants to DB that NEOSET has a good right to the legal and beneficial ownership of the Technical Information and is not aware of any claim which may affect them. 8.2 NEOSET knows of no patents that could be violated by the exploitation of NEOSETs know-how in the Territory. If contrary to the expectation, a suit is filed against DB, than NEOSET will undertake to hold DB harmless and defend its rights. 8.3 In the event of DB being threatened with or sued for the use of the Products, NEOSET undertakes to provide DB with all possible assistance and relevant information without, however, recognizing any responsibility of NEOSET with respect to the infringement or alleged infringement. ARTICLE IX DAMAGES CAUSED BY EMPLOYEES AND HOLD HARMLESS 9.1 DB shall keep all its employees insured if and to the extent required by law and shall indemnify and hold NEOSET from and against any and all liability of any kind whatsoever for property damage and for injury or death of any employee, or any or all other liability arising out of or in any way connected with the act or omission of such employee of DB. 9.2 NEOSET shall keep all its employees insured if and to the extent required by law and shall indemnify and hold DB from and against any and all liability of any kind whatsoever for property damage and for injury or death of any employee, or any or all other liability arising out of or in any way connected with the act or omission of such employee of NEOSET.

ARTICLE X GOVERNMENT APPROVALS

10.1 DB shall maintain and renew, at its expenses, all registrations and licenses necessary for the manufacture and sale of the Products in the Territory. ARTICLE XI - NOTICES 11.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, or sent by fax (with receipt confirmed) as follows: (1) If to DB, to: DOLOON BOLDOG LLC, DB building Uildverchinii evlel Street 43-1, 21st subdistrict, Songino Khairkhan district, Ulaanbaatar 18080, Mongolia. Attention Mr........................ (2) If to NEOSET, to: NEOSET SA, 17th klm.Marathonos Ave. Trianemi str., 15302 Pallini, Athens, Greece Attention Mr [Please confirm if the information highlighted in yellow is correct and complete names] 11.2 All notices and other communications given to any party in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier services or sent by fax in each case delivered or sent (properly addressed) to such party as provided in this Section or in accordance with the latest unprovoked direction from such party given in accordance with this Section. 11.3 Either party may change its address for the purpose of this Article XV by notice given to the other party in the manner set forth above.

ARTICLE XII - FORCE MAJEURE 12.1 Neither party to this Agreement shall be under any liability for any failure, omission or delay by it in the performance or observance of any of its respective obligations under this Agreement if such failure, omission or delay arises from events of force majeure which for the purposes of this Agreement shall mean acts beyond the control of such party, such as acts of God, acts of war or national emergency, accident, fire, acts of any government or lawful authority, strike, unrest, riots or civil disobedience. 12.2 The party invoking this condition shall advise the other party as soon as practicable of the circumstances causing the failure, omission or delay in the performance or observance of its obligations and shall provide such information as is available to it regarding the progress and possible discontinuance of such circumstances. The performance and the observations of such obligations shall be resumed as soon as practicable after such circumstances have ceased. This Agreement may be terminated by the unaffected party if the cause referred to in this section or the resultant inability to perform continues for a period of more than six (06) months. ARTICLE XIII - NON-ASSIGNABILITY 13.1 Neither this Agreement nor any rights or duties under this Agreement shall be assignable, delegable or transferable, directly or indirectly, by either party without the prior written consent of the other party; provided, however, that NEOSET may assign, delegate or transfer this Agreement or any rights or duties hereunder to any of its wholly-owned subsidiaries or affiliates. ARTICLE XIV - APPLICABLE LAW AND JURISDICTION 14.1 This Agreement shall be governed by and construed under the laws of Switzerland.

14.2 The Parties shall take all appropriate measures for an amicable settlement of any dispute or divergence of opinion which may arise in connection with this Agreement. In any event, should an amicable settlement not be possible, any controversy arising between the parties in connection with the interpretation, validity and performance of this Agreement shall exclusively be decided by arbitration, in accordance with the rules of the International Chamber of Commerce. Arbitration shall take place in Paris, France. Proceedings shall be in English. ARTICLE XV - MISCELLANEOUS 15.1 This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, understandings and agreements, oral or written, between the parties with respect to the subject matter hereof and cannot be modified except by a written instrument signed by duly authorized officers of both parties. 15.2 The headings and numberings of the paragraphs of this Agreement are inserted as a matter of convenience and shall not affect the construction of this Agreement. 15.3 This Agreement is entered into on definitive basis, and is binding upon the parties, its subsidiaries, assignees and successors. 15.4 The parties agree that the impossibility of performance of any of the clauses or part of a clause contained in the present Agreement will not impair the performance of the rest of that clause or any other clause contained herein, unless the impossibility of performance refers to any provision essential to the subject matter of this Agreement. In such case the parties shall re-negotiate the terms of this essential provision. 15.5 The language of this Agreement is expressly stipulated to be the English language. IN WITNESS WHEREOF each party has caused this Agreement to be executed in 03 (three) counterparts as of the date first above written.

NEOSET ________________________________________________ By _________________ Title: _______________

DB ________________________________________________ By ___________________ Title _________________

EXHIBIT A PRODUCTS 1. Kitchen furniture 2. Wardrobe furniture

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