270 Legal [Sample Agreements]

2.

GRANT OF LICENCE

2.1

Subject to the terms and conditions hereof and in consideration of covenants and undertakings given by SG, GTI hereby grants to SG for the period of the Term pursuant to Clause 16 and (where applicable) any additional period pursuant to Clause 17:

2.1.1

a royalty-free licence to use the Technology to produce and manufacture in the Manufacturing Territory on a sole and exclusive basis the Products and other pulp-formed products (the “Manufacturing Licence“);

2.1.2

a royalty-free licence to promote, market, distribute and sell in the Distribution Territory on a non-exclusive basis the Products and other pulp-formed products produced and/or manufactured under the Manufacturing Licence (the “Distribution Licence“);

2.1.3

a royalty-free non-exclusive licence to make improvements to, and further commercially exploit, the Technology for the purpose of the Manufacturing Licence (the “Improvement Licence“);

2.1.4

a royalty-free non-exclusive licence to use the Trademarks in connection with the exercise of SG’s rights under the Manufacturing Licence (the “TM-Manufacturing Licence“); and

2.1.5

a royalty-free non-exclusive licence to use the Trademarks and the Marketing Documentation in connection with the exercise of SG’s rights under the Distribution Licence (the “TM-Distribution Licence“).

2.2

SG may at any time grant a sub-licence under the Manufacturing Licence, the Distribution Licence, the Improvement Licence and the TM-Manufacturing Licence to any SG Manufacturing Subsidiary provided that:

2.2.1

SG shall ensure that there are included in the terms of such sub-licence the like obligations and undertakings on the part of SG Manufacturing Subsidiary as are contained in this Agreement and shall further ensure that SG Manufacturing Subsidiary duly observes and performs the same; and

2.2.2

such sub-licence shall terminate upon SG Manufacturing Subsidiary ceasing to be a Group Member of SG.

2.3

SG may at any time grant sub-licences under the Distribution Licence and the TM-Distribution Licence to:

2.3.1

the Group Members of SG (including but not limited to SG Manufacturing Subsidiary); and

2.3.2

subject to prior written consent of GTI (which shall not be unreasonably withheld or delayed), any third parties (excluding the Group Members of SG),

3.

TECHNICAL DOCUMENTATION AND MARKETING DOCUMENTATION

3.1

GTI shall at its own cost deliver to SG a complete, correct, current version of the Technical Documentation within 60 days after the date of this Agreement. The Technical Documentation shall be in the English and Chinese language.

3.2

Upon request by SG, GTI shall at its own cost make available to SG the Marketing Documentation within a reasonable time period but in any event no later than 30 days after the date of the aforesaid request.

3.3

GTI shall provide to SG without any charge regular updates of the Technical Documentation and the Marketing Documentation.

3.4

SG may make a reasonable number of copies of the Technical Documentation and the Marketing Documentation necessary for the production, manufacture, distribution, sales, promotion and marketing of the Products under the Manufacturing Licence, the Distribution Licence, the Improvement Licence, the TM-Manufacturing Licence and the TM-Distribution Licence.

3.5

SG shall keep the Technical Documentation and the Marketing Documentation (save for such marketing documentation which is meant to be disclosed to prospective customers of the Products as part of the ordinary marketing and promotional activities) secret and confidential in accordance with Clause 18.

4.

TECHNICAL ASSISTANCE

4.1

GTI shall, during the Term of this Agreement and subject to the provisions under Clause 4.4, provide SG and the SG Manufacturing Subsidiary with on-site and off-site technical assistance, support, consultancy and training (altogether, the “Technical Assistance“) necessary:

4.1.1

to transfer to them GTI’s experience and expertise in the field of manufacturing the Products from natural pulp fiber and other natural raw plant materials;

4.1.2

to enable them to use and master the Technology for the production and manufacture of the Processed Fiber and the Products;

4.1.3

for the set up of their production and manufacturing plant in the Manufacturing Territory;