英文D001-合作开发合同译文-姜顶.doc

Contract No.:Technology Development and Cooperation ContractProject Name: Product Development of GPON Optical Network Unit 24GE + POE Party A: _Party B: _Party B: _Date of Signing: _ Place of Signing: _ Time of Validity: _Produced and published by Ministry of Science and TechnologyInstruction for filling1. This contract is the Model Contract of Technology Development and Cooperation Contract prepared and published by Ministry of Science and Technology. The technology contract accreditation and registration organs may introduce and recommend the parties to the technology contract to refer to this model contract. 2. This contract is applicable to the technology development and cooperation contract concluded between the parties for joint research and development of new technologies, new products, new processes or new materials and their new systems. 3. With respect to the matters not covered by this contract, the parties may otherwise stipulate in the attachment which shall be an integral part of this contract.4. With respect to the articles which are not necessarily to be completed by the Parties using this contract, such articles shall be clearly noted as “NO”.Technology development and cooperation contractParty A: _Place of domicile: _Legal representative: _Project contact: _Contact details: _Address: _Telephone: _ Facsimile: _Email: _ Party B: _Place of domicile: _Legal representative: _Project contact: _Contact details: _Address: _Telephone: _ Facsimile: _Email: _ Party C: _Place of domicile: _Legal representative: _Project contact: _Contact details: _Address: _Telephone: _ Facsimile: _Email: _ In order to jointly develop and research the Project: _, through consultation on the basis of equality, and based on the truthful and full expression of their willingness, the collaborative parties under this contract hereby reached the following agreements binding on the parties thereof in accordance with the provisions of Contract Law of the Peoples Republic of China.Article 1 The requirements for the collaborative research and development project under this contract are as follows:a) Technical objectives: Party A agrees to develop 24 gigabit port GPON ONT (Optical Network Terminal) b) Technical content: Party A shall develop 500 watts GPON optical access terminal which meets the power supply of 802.3 Ethernet and is powered by AC and 48-volt DC with all the hardware and software provided by Party A in accordance with Party Bs technical requirements and specifications. c) Technical methods and routes: Party A shall develop the software and hard ware, complete and deliver the related prototypes and software versions. The delivery shall be completed before May 20th, 2011.Article 2 During the research and development of the project, the collaborative parties shall take responsibilities respectively as follows: Party A:1. Details of research and development: to develop 24 gigabit hardware and software with POE function. 2. Work schedule: to deliver Prototype Version 1.0 on December 29th, 2010, to deliver Prototype Version 1.1 prior to January 24th, 2011, and to finally deliver Prototype Version 2.0 prior to May 20th, 2011. 3. Term of research and development: from December 29th, 2010 to May 20th 2011 4. Place of research and development: Shenzhen Party B:1. Details of research and development: 2. Work schedule: 3. Term of research and development: 4. Place of research and development: Party C:1. Details of research and development: 2. Work schedule: 3. Term of research and development: 4. Place of research and development: Article 3 In order to ensure the full enforcement of this contract, the collaborative parties hereby certify and take the following measures to organize, manage and coordinate the research and development work: 1. Party A promises to establish a project team and ensure sufficient and adequate software and hardware engineers participation (mainly including project managers of hardware, software, structural art designer, measure and test, authentication and setting), and certify corresponding roles for each position and KPI indicator. Article 4 Each collaborative party confirms to provide the following data and conditions for the research and development of the project under this contract respectively:Party A: in accordance with the relevant technical requirements provided by Party A, to timely provide the hardware version and software version 1.0, to provide engineering and market prototype for the built-in test conducted by Party B Party B: to timely provide relevant technical documents, provide Party B the feedbacks of requirements and specifications of related soft and hard ware, hold weekly work meetings in time to confirm the progress and arrange communication meetings for the progress of relevant software and hardware. Party C: _Upon the completion of this contract, the above documents and conditions shall be handled as follows:_Article 5 Each collaborative party confirms to provide or pay the research and development costs and any other investments for the projects of this contract in the following means:Party A:1. providing or paying means: T/T 2. the amount paid or converted for the technical investment: _RMB539621.98 (to be paid in two PO, 269810.99 each PO) .3. usage mode: Party A:1. providing or paying means: T/T 2. the amount paid or converted for the technical investment: _RMB539621.98 (to be paid in two PO, 269810.99 each PO) .3. usage mode: Party A:1. providing or paying means: 2. the amount paid or converted for the technical investment: _ .3. usage mode: Article 6 The collaborative parties providing technology as investment shall guarantee that the technology so provided shall not infringe legal rights of any third party. Where any third party accuses that the implementation of such technology by any or all collaborative parties infringes upon its rights, such party providing the said technology shall indemnify the third party or other parties the technology infringement costs:_ Article 7 This contract shall be modified and amended in writing in consensus by all the collaborative parties. However, in any of the following circumstances, one or more collaborative parties may request the other parties for modification or change of the rights and obligations under this contract. The other collaborative parties shall respond thereof in days. Where other collaborative parties fail to reply in such period, such request shall be deemed as agreed by such other parties. 1. ;2. ;3. ;4. ;Article 8 Without the consent of other collaborative parties, any and all collaborative parties shall not transfer or assign part or all of the research and development work under this contract to any third party. However, under any of the following situations, any and all collaborative parties may transfer or assign part or all of the research and development work under this contract to any third party without the consent of other collaborative parties:1. ;2. ;3. ;The specific details transferable by any and all of the collaborative parties include: . Article 9 During the enforcement of this contract in the case that the failure or partial failure of research and development results from the insurmountable technical difficulties under the currently existing technology level and conditions and results in the loss of one or more of the parties, each collaborative parties agrees to bear the risk of loss in the following ways:1. In the event that the products delivered by the Party A fail to conform to the technical specifications and requirements of the Party B, and Party A fails to deliver the final deliverable products prior to July 1st, 2011, Party A shall refund to Party B and pay all the damages.2. ;3. .Each collaborative party confirms that the technical risk of the project hereof shall be identified in the way: _. The basic content of the technical risk identification shall include the existence, range, degree of the technical risk and the size of loss thereof and so on. The basic conditions for identifying the technical risk are:1. under the existing technology level the project under this contract is difficult enough;2. Party B is not subjectively in fault and the research and development failure is identified as reasonable failure.Where any of the parties finds the existence of technical risk which may possibly result in the failure or partial failure of the research and development, such party shall notify other collaborative parties to take steps to reduce losses thereof within days. In event such party fails to notify the other parties thereof and take reasonable measures to prevent the additional loss, such party shall be responsible for the additional loss thereof. Article 10 During the enforcement of this contract, where the technology for research and development has already been disclosed by other parties (including disclosure in the manner of IPR), one or more of the collaborative parties may notify other parties thereof within 5 days thereof to terminate this contract. In event such party fails to notify the other parties and brings loss to the other parties, the other parties shall have right to claim compensations thereof.Article 11 Each collaborative party confirms to comply with the following confidentiality obligations for performing this contract:Party A:1. Details of confidentiality (including technical and operation information): technical documents, technical specifications, hardware and software version information 2. Personnel scope for confidentiality: GPON research and development team 3. Term of confidentiality: from October 2010 to July 2011 4. Responsibility for disclosure: Party B:1. Details of confidentiality (including technical