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Exhibit 10-1
TECHNOLOGY LICENSE AGREEMENT
BETWEEN
KOREA DELPHI AUTOMOTIVE SYSTEMS COPERATION
AND
JINGZHOU HENGLONG AUTOMOTIVE PARTS CO., LTD
JANUARY 13, 2005
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TECHNOLOGY LICENSE AGREEMENT
THIS
TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is entered into
this
_13th___ day of January,
2005, by and between KOREA DELPHI AUTOMOTIVE SYSTEMS
CORPORATION, a corporation
duly organized and validly existing under the laws of
the Republic of Korea
("Korea") with its office at 580-1, Buk-Ri, Nongong-Eup,
Dalseong-Gun, Daegu, Korea
("Licensor"), and JINGZHOU HENGLONG AUTOMOTIVE PARTS
CO., LTD., a company duly
organized and validly existing under the laws of
People's Republic of
China("China") with its principal office at Henglong
Road,
Yuqiao Exploration District,
Jingzhou, China ("Licensee"). (Licensor and
Licensee, collectively, the
"Parties", and individually, a "Party")
The
Parties hereby agree as follows:
ARTICLE 1 - DEFINITIONS
When used
herein, each of the following terms shall have the
respective
meanings set forth
below:
1.1 . "LICENSED PRODUCT"
means the manual gear assembly for GMDAT's Matiz
(Project
Name: M150 & M200) as specifically identified
hereinbelow.
Part
Number:
521266(M150 LHD)
521269(M150 RHD)
522018(M200 LHD)
522094(M200 RHD)
1.2 "TECHNICAL DOCUMENTATION"
means the documentary technical information on
the
Licensed Product as identified in the Exhibit B attached hereto to
be
furnished
to Licensee by Licensor under Article 2.
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1.3 "DERIVATE TECHNOLOGY" means
all technology developed subsequent to the
date
entered above that is based on or similar to the technology
embodied
by the
Technical Documentation used in the design and production
Licensed
Products.
1.4 "TECHNICAL COOPERATION
PERIOD" means the period beginning on the Effective
Date as
defined herein below and ending concurrently with the
Royalty
Period.
1.5 "EFFECTIVE DATE" means the
date on which this Agreement has been executed
by both
Parties and approved by the relevant authority of China.
1.6 "MAN DAY" means one person's
normal working-hours per day.
1.7 "DOLLARS, USD OR US$" means
the lawful currency of the United States of
America.
1.8 "GMDAT" means GM-DAEWOO AUTO
& TECHNOLOGY COMPANY, a company incorporated
under the
laws of Korea.
ARTICLE 2 - TECHNICAL ASSISTANCE
2.1 TECHNICAL
DOCUMENTATION
(a)
Licensor shall
furnish to Licensee, in accordance with the time
schedule to be agreed upon between the Parties, one (1) set of
hard
copies of the Technical Documentation. If Licensee discovers
that
any of the documents are missing or illegible or damaged,
Licensee
shall inform Licensor in writing and Licensor shall make
such
documents available for Licensee within twenty (20) days
of
receiving such notice.
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(b)
The foregoing
Technical Documentation to be furnished under
paragraph 2.1 (a) above shall be delivered to Licensee and shall
be
the latest version as of the time it is delivered or
sent.
(c)
Licensee shall
pay Licensor for any additional copies of the
Technical Documentation requested by Licensee at the rates
agreed
upon in writing by both Parties prior to sending.
(d)
Nothing in this
Agreement shall be construed to require that
Licensor furnish Licensee with any technical information on
any
products other than Licensed Product or any technical
information
which may not be furnished because of a government contract,
act,
regulation or restriction or the proprietary interest of a
third
party.
(e)
Errors in
Technical Documentation. Each Party shall promptly
advise
the other of any significant error it may discover in the
Technical
Documentation. In that event, Licensor shall correct any error
in
the Technical Documentation and shall furnish such
corrected
Technical Documentation to Licensee without charge.
(f)
Strict
Compliance with Technical Documentation. In order to
maintain
the quality of the Licensed Products manufactured and assembled
by
Licensee
pursuant to this Agreement, Licensee shall manufacture
and/or assemble the Licensed Products in strict accordance with
the
standards and specifications stated in the Technical
Documentation
provided by Licensor and as otherwise specified by
Licensor.
Licensee shall exercise the utmost care in the selection of
the
materials and parts to be used and incorporated into the
Licensed
Products.
2.2 ASSISTANCE BY
LICENSOR
Licensor
shall provide reasonable assistance in the use of the
Technical
Documentation to the extent such assistance is reasonably necessary
for
Licensee
to make use of the Technical Documentation to manufacture
the
Licensed
Product. Such assistance may include, but will not be limited
to,
technical
assistance, training, testing and limited application
engineering services.
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2.3 TECHNICAL
ASSISTANCE
(a)
At the request
of Licensee, Licensor shall, at times agreed upon by
the Parties, dispatch its engineers to Licensee to provide
technical
assistance on matters concerning the use of the
Technical
Documentation during
the Technical Cooperation Period. All costs and
expenses of such Licensor's personnel dispatched to Licensee
shall
be borne, or reimbursed to Licensor, by Licensee and shall
include:
(i) round trip
economic air fare between Korea and China;
(ii) suitable
accommodations, meals , traveling and transportation
expenses in China and other reasonable charges in
connection
with the performance of their duties hereunder;
(iii) wage and daily allowance, payable to Licensor, on its
demand,
amounting to U$500 per Man Day for Licensor's personnel;
(b)
Licensee shall
take appropriate steps necessary to protect and
ensure the safety of Licensor's personnel and their
property,
including without limitation, against war, war-like
operation,
terror, revolution, civil commotion, catastrophe and acts of
public
enemies. Licensor reserves the right to instruct any or all of
its
dispatched personnel to return to Korea, or such other place as
it
may designate, at Licensee's expense when, in Licensor's
sole
judgment, one of the above-mentioned situations arises which
may
endanger the safety and well-being of such personnel.
(c)
Licensee is
responsible for obtaining any permits or authorizations
required for Licensor's personnel to enter China to provide
services
hereunder, and to bring any related materials required by
Licensor.
(d)
The number of
such personnel, the period of their stay at Licensee's
plant and other terms and conditions not set forth herein shall
be
agreed upon between the Parties on a case by case basis.
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2.4 TRAINING
At the
request of Licensee, Licensor will, during the Technical
Cooperation Period, provide training on the use of the
Technical
Documentation for Licensee's employees (the "Trainees") at
Licensor's
place or
other places designated by Licensor, subject to the
following
terms and
conditions:
(i)
Licensor and
Licensee shall agree on the most efficient training
program for the Trainees;
(ii)
Licensee shall bear
all the cost and expenses relating to the
Trainees, including but not limited to their salaries, round
trip
airfare between China and Korea, lodgings and meals of Trainees
in
Korea, transportation and insurance;
(iii)
Licensor shall provide working lunches for the trainees
during
working days and transportation for the trainees between
dormitory
and training site.
(iv)
Licensee shall pay to
Licensor as training fee, payable upon demand,
US$300 per Trainee per day, as the compensation of training
services
provided by Licensor;
(v)
Licensee shall
instruct the Trainees to observe and abide by all
rules and regulations of Licensor and the laws of Korea during
their
training period;
(vi)
All Trainees shall be
insured at the expense of Licensee by an
internationally recognized accident compensation insurance
during
the entire training period between their departure from and
return
to Thailand;
(vii)
Licensee shall indemnify and hold harmless Licensor against
any
loss, damage, claim, liabilities, cost or expense arising out of
any
act of a Trainee or any injury or death of the Trainee or any
damage
to his/her property.
2.5 SUPPORT OF TESTS
Pursuant
to the terms of a purchase order, sale agreement or
other
document
to be separately agreed by the Parties or Licensee and
Delphi,
Licensor
will support the necessary manufacturing Part Production
Approval
Process
validation tests for the Licensed Products.
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2.6 SAMPLE TEST AND
VERIFICATION
Before
distribution and sale of any of the Licensed Product
manufactured
or
assembled hereunder, Licensor shall submit, at its expense, samples
of
the
Licensed Product for approval by Licensor. Licensor shall
promptly
conduct
appropriate tests on such samples and advise Licensee of
the
results
thereof. The costs of any tests on the samples shall be
responsibility of Licensee, and Licensor shall advise Licensee of
the test
fees in
advance.
2.7 LIABILITIES
Licensor
shall not be responsible for any liabilities of any kind
whatsoever
which Licensee may incur as a result of its using the
Technical
Documentation and assistance furnished hereunder or as a result of
its
manufacture and sale of any of the Licensed Product and Licensee
shall
indemnify
and hold Licensor harmless against all claims of third
parties
against
Licensor based thereon. All Technical Documentation,
services,
testing
and assistance furnished hereunder are provided without
any
warranties
or guaranties of any kind, express or implied.
2.8 CONFIDENTIALITY
In
recognition of the confidential nature of the Technical
Documentation
furnished
hereunder, Licensee shall not transmit such Technical
Documentation to any third party during the term of this Agreement
and for
a period
of five (5) years after the expiration or termination of
this
Agreement
without the prior written consent of Licensor and shall
establish
adequate procedures to prevent such transmittal. Licensor
hereby
agrees to
Licensee's transmittal of only that portion of the
Technical
Documentation that is necessary to be disclosed to its suppliers in
order
to have
them make parts of Licensed Products for Licensee,
provided,
always,
that such suppliers shall have agreed in writing that they
will
only use
the Technical Documentation for that purpose, that they will
not
disclose
it to others, and that they will return or destroy it in
accordance
with the request of Licensor under Article 9.1 hereof.
This
obligation
of confidentiality shall survive the expiration or
termination
of this
Agreement and shall be valid and binding upon Licensee pursuant
to
the terms
hereof.
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2.9 LANGUAGE
The
Technical Documentation furnished hereunder and all
other
communication betw
