CHINA HEALTH HOLDING INC.
PARK PLACE, Suite 600
- 666 Burrard Street, Vancouver, BC, Canada V6C 2X8
Tel: 604-608-6788..................Fax: 604-608-8786
PURCHASING AGREEMENT
FOR 108 100% NATURAL TAIOIST HERBAL MEDICINAL PRODUCTS
FORMULAS AND OWNERSHIP
THIS AGREEMENT is made and enters into on
the date 22nd of March , 2005. THE
LEGAL EFFECTIVE AND EXECUTION IS MADE AND
ENTERS INTO ON THE DATE 22nd of MARCH,
2005.
BETWEEN:
CHINA HEALTH HOLDING, INC., ( or its
Nominee) a Company duly incorporated under
the laws of the State of Nevada, USA, and
having its office situate at: # Park
Place Suite 600 - 666 Burrard Street,
Vancouver, BC, Canada V6C 2X8.
(hereinafter called the "Vendee")
OF THE FIRST PARTY
AND:
Yu, XiaoFei, (or its Nominee), having an
office at: Dept.of Philosophy,
Da-You-Zhuang 100 Hao, Hai-Dian District,
Beijing, 100091, P.R.China
Yu, Fei, (or its Nominee), having an office
at: East 4 - # 602, Hai-Dian-Nan-Lu,
Hai-Dian District, Beijing, 100080, PR
China
(hereinafter called the " Vendor ")
OF THE SECOND PARTY
WHEREAS:
A. The Vendor is the legal and beneficial
owner of " the 108 100% natural
TAIOIST HERBAL medicinal products" and
These products secrete formulas :A TOTAL
108 natural TAIOIST HERBAL medicinal
products and their formulas as indicated in
" SCHEDULE A " as attached. Together with
the proprietary information, secrete
formulas, trade secrets, industrial
knowledge and know-how related to the
products";
B. The Vendor desires to sale to the Vendee
exclusively and 100% ownership of
the 108 defined 100% natural taioistherbal
medicinal Products Formulas and their
intellectual property and the Vendee
desires to purchase the ownership of these
defined 108 natural taioist medicinal
products formulas and their intellectual
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property from the Vendor in the defined the
Vendee's territory, to use the
aforesaid "The Purchased Products", and all
Trade Mark, and the proprietary
information, secrete formulas, trade
secrets, industrial knowledge and know-how
related thereto exclusively in the defined
the Vendee's territory;
NOW THEREFORE THIS AGREEMENT WITNESSETH
that for $1cdn and other valuable
consideration and in consideration of the
premises, the mutual covenants and
agreement herein contained to be kept and
performed by each of the parties
hereto, the parties hereto hereby agree as
follows:
1. DEFINITIONS
1.1 In this Agreement the following
definitions shall apply:
a. "Closing Date" means the
date when both parties agree and sign this
Agreement on
22nd day of March, 2005.
b. "The legal effective period"
of this Agreement is the date of March 22nd ,
2005 from the
"Closing Date" of this Agreement being signed by both
parties.
c. "Derivative Works" means any
derivative of "The Purchased Products",
including any
modification, refinement, upgrade, improvement or derivation
made to the
Products by either the Vendor or the Vendee;
d. "Intellectual Property
Rights" means all rights arising under federal,
provincial,
common or civil law with respect to the Purchased, including,
without
limitation, all patents, copyrights, secrete formulas, trade
secrets,
Trade-marks, proprietary information and know-how;
e. "The Purchased Products"
means the Products, the Proprietary Information,
Secrete Formulas
and any Derivative Works;
f. "Vendee's Territory" means
the geographical areas of worldwide
g. "The Products" means that "
the 108 100% natural taioist herbal medicinal
products" and
Their Secrete Products Formulas : as indicated as attached "
SCHEDULE A".
Together with the proprietary information, secrete formulas,
trade secrets,
industrial knowledge and know-how related to the products";
h. "Proprietary Information"
means the proprietary information, secrete
formulas, trade
secrets, industrial knowledge and know-how acquired and
developed during
the invention, developing and refinement of " the
Purchased
Products" and any information concerning a party or a party's
business whether
or not a matter of public knowledge;
i. "Trade-marks/ Trade
Names/Brand Names "means the Trade-marks/Trade
names/Brand
Names registered directly or indirectly in the name of the
Vendee
exclusively in the defined the Vendee's Territory.
j. "Utilize" means, when used
in conjunction with the ownership of the
Purchased
Products, the act of assigning, sublicensing, marketing,
selling,
using,
exploiting and otherwise utilizing such Purchased.
2. The108 100% NATURAL TAIOIST
HERBAL MEDICINAL PRODUCTS Formulas and
Ownership
Purchased by CHINA HEALTH HOLDING INC. (CHINA
HEALTH).
2.1 CHINA HEALTH's Ownerships
purchased:
The Vendor hereby grants to the Vendee:
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a. the exclusive ownership to
utilize the Purchased Products and their secrete
formulas
exclusively in the Vendee's Territory;
b. the exclusive ownership
rights to register the Trade marks/Trade Names of
the Purchased
Products under the name of the Vendee in the defined the
Vendee's
Territory;
c. the exclusive rights to use,
replicate, copy, modify, adopt and manufacture
the Purchased
Products for the purpose of developing Derivative Works;
d. the exclusive rights to use,
replicate, copy, modify, adopt the Purchased
for the
exclusive purpose of performing the Vendee's obligations under
this
Agreement and
only to the extent reasonably required to accomplish such
purpose; and
e. the exclusive rights to make
copies of the Purchased Products for
demonstration
use only and to distribute them at no charge, together with
end-user license
in a form acceptable to the Vendee and the Vendor, and
such
documentation as the Vendor and the Vendee agree upon, packaged in
a
form and
substance acceptable to the Vendor and the Vendee for the
exclusive
purposes of demonstrating the Purchased Products by the Vendee
in
the Vendee's
territory.
f. the exclusive rights to the
Purchased Products Formulas to exclusively
manufacturing
under the Vendee's Branding and Trade Marks in the defined
the Vendee's
Territory
g. The Vendor agree that the
Vendee will have the 1st refusal right option to
acquire any new
products' Licensing or/and ownership Rights in the Vendee'
Territory which
the Vendor has developed after this Agreement being signed
by both
parties.
2.2 Transfer of The Purchased Products
and The Proprietary Information
The Vendor shall provide the Vendee with
copies of the Purchased Products and
Proprietary Information within 10 days of
the date of this Agreement for the
demonstration and marketing and valuation
purposes.
2.3 Vendee's Review
With the full permission of the Vendor, the
authorized representatives of the
Vendee could enter the Vendor's premises at
all reasonable times for the purpose
of inspecting the Purchased Products and
their secrete formulas under this
Agreement and the methods of the
manufacturing them and shall, if called upon by
the Vendee to do so, furnish all necessary
information and assistance to permit
the Vendor to investigate and verify the
Vendor's compliance with this
Agreement.
3. Trade-Marks/Trade
Names/Brand Names License
3.1 Ownership
The Vendor hereby grants to the Vendee the
exclusive ownership to use and
register " The Purchased Products "
directly or indirectly in the name of CHINA
HEALTH HOLDING, INC. or its Nominee for its
own Trade-marks or/and Trade
Names/Brand Names in the Vendee's Territory
in connection with the Vendee
Utilizing the Purchased Products.
3.2 Ownership of Trade-Marks/Trade
Names/Brand Names
The Vendor acknowledges that the Vendee is
the sole owner of the
Trade-Marks/Trade Names/Brand Names for
"The Purchased Products in the Vendee's
Territory in the connection with the Vendee
Utilizing the Purchased Products and
agrees that all use by the Vendee of the
Trade-marks"/Trade Names/Brand Names in
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any manner whatsoever shall enure to the
benefit of the Vendee and that no
right, title or interest in the
Trade-marks/Brand Names/Trade Names is
transferred to the Vendor and any other 3rd
parties except the right to use the
Trade-marks/ Trade names/Brand Names in the
manner and subject to the terms and
conditions set forth herein.
3.3 Form of Trade-marks/Trade
Names/Brand Names Use
The Vendor and the Vendee shall use the
Trade-marks/Trade-Names/Brand Names only
in the style as registered under the Vendee
(CHINA HEALTH HOLDING, INC.) in the
Vendee's Territory in connection with the
Vendee Utilizing the Purchased, or if
not registered, as used by the Vendor, and
any variation from such style shall
be subject to the Vendee's prior written
consent.
3.4 Unauthorized Use
The Vendor agrees not to use " The
Purchased Products" in the define territory
for any other of the Trade-mark/Trade Names
for any other 3rd parties , except
exclusively use for the Trade-marks/Brand
Names/Brand Names of the Vendee in the
Vendee's Territory, unless authorized to do
so in writing.
3.5 Defense of Trade-marks/Trade
Names/Brand Names
The Vendor shall cooperate with the Vendee
for the purpose of the Vendee
registering, maintaining, renewing,
licensing, or defending the Vendee's
Trade-marks/Trade-Names/Brand Names,
including executing and registering with
all applicable government or regulatory
authorities registered user agreements
for the Vendee's Trade-marks/Trade-
names/Brand Names.
3.6 Compliance with
Trade-mark/Trade-Name/Brand Name Law
The Vendor and the Vendee shall at all
times comply with the Trade-marks/Trade-
Names/Brand Names laws, regulations,
degrees and requirements in effect from
time to time in the jurisdictions in which
the Vendee exclusively owns and uses
and register the Trade-marks/Trade-
Names/Brand Names for " The Purchased
Products and Their Secret Formulas".
3.7 Trade-marks/Trade-Names/Brand
Names Credits
The Vendor and the Vendee shall include
a. on all "The Purchased
Products and Their Secrete Formulas" and in all
advertisements,
specification sheets and other sales and promotional
material in or
on which one of the Trade-marks/Trade- Names/Brand Names is
used, a notice
stating that it is the Vendee's
Trade-marks/Trade-Names/Brand Names or other words of similar
import; and
b. on all " The Purchased
Products" by the Vendor for the Vendee exclusively
in the Vendee's
Territory bearing one or more of the
Trade-marks/Trade-Names/Brand Names a notice that all such
Trade-marks/Trade-Names/Brand Names are
Trade-marks/Trade-Names/Brand Names
of the Vendee,
or words of similar import, shall have noted thereon the
name of the
manufacturer, the country of domicile, and the place of
manufacture of
the Purchased and, in addition, notice shall be given on
such Purchased
Products by the Vendor exclusively for the Vendee as a
Vendee in the
Vendee's Territory, or words of similar import.
3.8 Use of Other Trade-marks/Trade-
Names/Brand Names
The Vendee shall be entitled to use
exclusively other designations or
Trade-marks/Trade-Names/Brand Names in
connection with its Utilizing the
Purchased but shall not adopt or use as one
of its own
Trade-marks/Trade-Names/Brand Names, a
Trade-Mark/Trade- Name/Brand Name which
includes or which is confusingly similar to
any of the Trade-mark/Trade-name
with one of the Trade-marks/Trade-Names or
otherwise modify of alter any of the
Trade-marks/Trade Names/Brand Names and, in
the event the Vendee calls the
attention of the Vendor to any confusion or
risk of confusion, the Vendor shall
accept and adopt any reasonable suggestion
for avoid such confusion.
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3.9 Prohibited Use of Trade
marks/Trade-names/Brand Names
The Vendor acknowledges that is does not
have the right to include or use any
the Trade-marks/Trade- Names/Brand Names or
any translation thereof in its
corporate name or the corporate name of any
subsidiary or affiliate unless
specifically authorized to do so in writing
by the Vendee in the Vendee's
Territory in connection with the Vendee
Utilizing the Purchased Products.
3.10 Termination of Authorized Use and
Name
Immediately upon termination upon written
request by the Vendee, whichever
occurs first, the Vendor Shall take all
steps necessary to cause the name of the
Vendor, or any affiliate or subsidiary
which may have one of the
Trade-marks/Trade Names /Brand Names or
translation thereof in its name to be
changed to remove there from the
Trade-Marks/Trade Names/Brand Names or
translation involved, and shall cause to
filed promptly the necessary amendment
documents with the appropriate authorities
so as to correct the corporate
records to remove all reference to the
Trade-mark/Trade Names/Brand Names or
translation involved.
3.11 No Registration by Vendor
The Vendor agrees that it will not register
the Purchased Products and Their
Secrete Formulas in the Vendee's Territory
countries of the world (in connection
with the Vendee Utilizing the Purchased
Products) any of the
Trade-marks/Trade-Names/Brand Names or
translations thereof, or any Trade-mark
and trade name/Brand Names which includes
or is similar to any of the
Trade-marks/trade names/Brand Names unless
specifically authorized in writing do
so by the Vendee or unless the Vendor is
acting solely as agent for the Vendee's
Purchased Products which Enhanced and
Created by the Vendor.
3.12 Maintenance of
