JointDevelopmentAgreement合作研发条约docWord文档格式.docx

1、b） Filing of a voluntary petition in bankruptcy or for corporate reorganization or for any similar relief or passing a resolution for its winding-up or commencement of voluntary liquidation proceeding by the other Party;c） Filing of an involuntary petition in bankruptcy or for corporate reorganizati

2、on or for any similar relief or commencement of involuntary liquidation proceeding against the other Party unless such petition or proceeding is set aside or withdrawn or ceases to be in effect within sixty （60） days from the date of such filing or comment;d） Appointment of receiver, trustee or liqu

3、idator with respect to any of the assets of the other Party;e） Execution by the other Party of an assignment for the benefit of its creditors under laws relating to bankruptcy, liquidation or insolvency;f） Transfer to or acquisition by a third party;g） Any substantial or important change in the owne

4、rship, control or management of the other Party;h） Any unauthorized sale of Products outside of the conditions set forth in this Agreement; ori） Failure to correct or cure any material breach by the other Party of any covenant or obligation under this Agreement and/or individual sales contracts here

5、under within * after receipt by the other Party of a written notice from such Party specifying such breach;j） Occurrence of the following circumstances make this agreement unnecessary, 1） Chinese government announces to abandon *; 2） the other party s development work cumulatively delay * autording

6、to the project schedule in Article 6.2） Any expiration or earlier termination of the Agreement does not release modify or alter any of the obligations of the Parties which accrued prior to such expiration or termination. Any provision of this Agreement which by its content is intended to survive exp

7、iration or termination shall so survive.Joint Marketing Agreement市场合作协议 - JOINT MARKETING AGREEMENT, dated as of _,_,_（M,D,Y） （this Agreement ）, by and between AAA Corporation, a _ corporation （ AAA ）, and BBB, Inc., a _ corporation （ BBB ）.WHEREAS, BBB is currently a subsidiary of AAA;WHEREAS, BBB

8、and AAA expect that equity interests in BBB may be sold to additional investors;WHEREAS, AAA and BBB have undertaken certain joint advertising and marketing efforts relating to their respective businesses; andWHEREAS, BBB and AAA desire to continue such joint advertising and marketing efforts in acc

9、ordance with the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the premises and mutual promises and representations contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto do mutually cove

10、nant, stipulate and agree as follows:Section 1. Joint Advertising and Marketing Efforts.Each of BBB and AAA shall （a） continue to offer their respective users links to the other partys website, （b） cross-sell one anothers products including through their promotional materials and customer service re

11、presentatives and （c） undertake such additional promotions as the parties shall agree from time to time. AAA and BBB specifically agree that the form, content and design of any and all advertisements or promotional materials featuring the other party shall continue to be developed by or on behalf of

12、 such party and shall be subject to such partys final approval.Section 2. Compensation.In addition, AAA shall pay to BBB a fee of $,_ for each customer of BBB who becomes a new customer of AAA as a result of BBBs referral and BBB shall pay to AAA a fee of $,_ for each customer of AAA who becomes a n

13、ew customer of BBB as a result of AAAs referral; provided, however, that no such fee shall be due and payable with respect to any such new customer until such new customer incurs and pays $,_ in charges to the party responsible for paying the fee hereunder. The parties agree to pay all customer fees

14、 due hereunder to the other party as billed.Section 3. Term.The term of this Agreement shall commence on the date hereof and shall continue for a period of two （2） years （the Initial Term ） and, at the end of the Initial Term and of each year thereafter, shall automatically renew for an additional o

15、ne （1） year period unless one party has given the other party sixty （60） days prior written notice terminating this Agreement. Following the Initial Term, this Agreement may be terminated by either party upon sixty （60） days prior written notice.Section 4. Mutual Covenant as to Advertisements.Each o

16、f AAA and BBB hereby covenants and agrees that their respective marketing and advertising efforts provided for herein shall at all times comply with all applicable laws, rules and regulations and will not contain any material which is obscene, threatening, fraudulent, harassing, libelous, infringing

17、 of third party intellectual property rights, otherwise illegal or, in the reasonable judgment of the party required to display the advertisement, offensive.Section 5. Cross-Licensing Provisions.Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right,

18、title or proprietary interest （including without limitation any intellectual property rights）, in any part of the marketing or promotional efforts which are the subject matter hereof, or any proprietary information （including without limitation any trademarks, service marks, trade names, or logos （

19、Marks ）, trade secrets, knowhow, inventions, patents （including any applications, extensions, continuations, renewals and re-issues thereof）, copyrights, designs and industrial designs）.Each Party hereby grants to the other Party a non-exclusive, limited, worldwide, non-transferable license to use i

20、ts Marks solely for the purpose of carrying out such other Partys obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement. Except as provided herein, no licenses of either Partys Marks are granted or implied under this Ag

21、reement.Section 6. Liability.Neither party shall have any liability to the other party for any error, act or omission in connection with the marketing activities to be undertaken pursuant to this Agreement unless any such error, act or omission derives from willful misconduct or gross negligence. IN

22、 NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES （INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA）, WHETHER BASED ON BREACH OF CONTRACT, TORT （INCLUDING NEGLIGENCE） OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF TH

23、E POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE OTHER PARTYS DIRECT DAMAGES.Section 7. Miscellaneous.（a） This Agreement may not be transferred or assigne

24、d by either party, whether voluntarily or by operation of law, without the prior written consent of the other which consent may be withheld in such partys sole discretion. This Agreement shall inure to the benefit of and be binding upon all permitted successors and assigns.（b） This Agreement shall b

25、e governed by the laws of the State of New York （regardless of the laws that might otherwise govern under applicable principles of conflicts of law） as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.（c） This Agreement may be execute

26、d in counterparts, each of which shall constitute an original and both of which together shall be deemed to be one and the same instrument.（d） All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deem

27、ed to have been duly given if delivered personally or by facsimile transmission or mailed （certified or registered mail, postage prepaid, return receipt requested）:If to AAA, to: AAA CorporationAddress: _Attention:Fax No.:If to BBB, to: BBB, Inc.or to such other person or address as any party shall

28、specify by notice in writing to the other party. All such notices, requests, demands, waivers and communications shall be deemed to have been received on the date on which hand delivered, upon transmission of the facsimile transmission by the sender and issuance by the transmitting machine of a conf

29、irmation slip confirming that the number of pages constituting the notice have been transmitted without error, or on the third business day following the date on which so mailed, except for a notice of change of address, which shall be effective only upon receipt thereof. In the case of a notice sen

30、t by facsimile transmission, the sender shall contemporaneously mail a copy of the notice to the addressee at the address provided for above. However, such mailing shall in no way alter the time at which the facsimile notice is deemed received. In no event shall the provision of notice pursuant to this Section 7（d） constitute notice for service of process.（e） This Agreement and those provisions of the Separation Agreement （defined below） specifically referred to herein contain the entire understanding of the parties hereto with respect to the subject matter of this Agreement. This