总经销授权合同书
合同日期：2009年 月 日
被授权方：
授权方：XXXXXXXX
• 本合同是XXXXXX有限公司 法人代表: 李 泰 英 (以下甲方),
• 有限公司 法人代表: (以下乙方),
• 间签约的，乙方成为具有甲方产品销售权与义务的
香港总代理。本着信义与诚实的原则签约合同
第一条 目的
本合同的目的是规定乙方在香港境内销售甲方产品（以下简称“产品”）时会涉及到的事项、规定在香港境内搭建提供UMODE服务的服务器及研发解决方案的事项，遵守本合同的所有条款而应有助于共同繁荣及发展。
第二条 词汇的定义
本合同内所用词汇的意义，明确阐述如下
1、“产品”指的是，甲方提供的 compact server 及摄像头、与此连接使用的产品及零部件而且甲方从此以后持续研发并生产的所有产品。
2、“总代理”指的是，已经取得如下权利的一方。全部
管理香港境内的所有销售
地区而从甲方采购一定数量以上的产品，然后将甲方研发的UMODE服务与产品在香港境内进行销售及香港境内开展所有相关事业。
3、“搭建服务器”指的是，为了在香港境内进行销售UMODE产品及服务而搭建硬件设备的。4、“研发解决方案”指的是，为了在香港境内进行UMODE服务而研发数据库设计、视频格式转换器、MOBILE及WEB viewer、产品认证等所有相关软件的。
5、“UMODE服务”指的是，通过
互联网、手机监控各种设备的（在此类设备装载甲方研发的MOBILE 编译码器解决方案）。
第三条 合同期间
① 依本合同将在香港境内开展UMODE事业的权利授予乙方，其期间为10年。合同期到期之前甲乙双方通过协商延期，而且保障乙方的优先权。
②乙方以香港总代理的身份可选定香港境内的合作伙伴而可以与此方合资经营。在能够保障技术管理、保密、技术保护的前提条件下可以选定香港境内的合作方。
③在合同期内如有甲方的营销政策变化，甲乙双方可通过双方协商而变更本合同条款内容。
第四条 权利与责任
①甲方为乙方承担如下责任
1、甲方必须稳定供应产品。
2、甲方给乙方有偿提供搭建服务器及研发解决方案的充分
人力资源3、香港境内的UMODE事业者提要求香港境内服务器运营或其他技术支持相关的
培训时必须提供相关培训，但香港事业者承担住食行费用。
②甲方对乙方有如下权利
1、甲方发现乙方违约行为时，不用通知而可以解除合同。
2、在此所谓的“违约行为”是，未得甲方同意而盗用甲方名义的行为、盗用技术而生产假冒产品等，给甲方造成损失的所有行为
③乙方为甲方承担如下责任
1、乙方到每月最后一天之前确定下一月销售计划而书面通知甲方。
2、乙方为了顺利营销工作必须维持适当的库存。
3、乙方选定香港境内合作方时，必须选定符合基本资格条件的合作方
4、乙方与香港国内的合作方承担所有香港境内运营的服务器费用、mobile服务商用化相关的费用。
5、乙方承担与香港境内移动通信公司签协议进行合作及商用化服务运营相关的所有工作。
6、乙方从香港各地区总代理收取服务器搭建费用及解决方案研发费用而进行搭建各地区服务器。
7、为了搭建香港境内的服务器甲方职工来香港出差时乙方承担甲方职工的住食行费用。
8、除了甲方承认明确的产品缺陷以外，在任何情况下无法将甲方供应的产品退货。
9、除了甲方造成明确的原因以外，甲方与香港境内合作方间产生矛盾时，在任何情况下乙方必须保护甲方，而且承担所有民刑事上的对策。
④乙方对甲方有如下权利
1、乙方是香港境内的UMODE产品总代理，为了确保香港境内的UMODE事业合作方，有销售及运营的权利。
第五条 产品价格及供应
①乙方作为香港总代理，服务开通之时必须从甲方采购首批货1000套产品，然后两个月之内必须再次提货1000套产品。
②除了
北京地区以外，为了获得UMODE地区总代理权必须采购首批1000套产品（一台compact server及一台CCD摄像头为一套产品）。基于甲乙双方已协商确定的合同条款及价格表而制定供应价格。
第六条 总代理权利
①乙方为了获得香港境内的UMODE事业总代理权 双方签约合同生效。
②从签约合同日期起，甲方在香港境内不许进行一切的UMODE产品及服务营销工作，将所有UMODE所研发并生产的产品只能给乙方供应。
Distribution of total authorized contract
Contract Date: Date 2009
Is authorized to:
Authorized to: XXXXXXXX
• The contract is the legal representative of XXXXXX Co., Ltd.: Lee Tai-ying (hereinafter Party),
• Limited legal representative: (below B),
• Inter-contract, Party A Party B to be a product marketing rights and obligations of the Hong Kong agent. Based on the principle of faith and honest contract
First entry
The purpose of this contract is to provide Party B Party in Hong Kong selling products (hereinafter referred to as "products") will be involved in the matter, the provisions set up in Hong Kong to provide services UMODE server solutions and R & D matters, to comply with this contract all the terms and should help the common prosperity and development.
The second definition of terms
This contract within the meaning of the terms used explicitly as follows
1, "product" means that the compact server provided by Party A and the camera, and this connection the use of products and components and then on the continued development of Party A and the production of all products.
2, "agent" means that the right has been made a party to it. All the management of all sales of Hong Kong, the region from more than a certain number of Party A product procurement, and then Party UMODE R & D services and products sold in Hong Kong and Hong Kong to carry out the cause of all.
3, "Let's build a server" means that in order to be sold in Hong Kong products and services UMODE hardware structures. 4, "R & D solutions" means, in order to carry out in Hong Kong R & D services UMODE database design, video format converter, MOBILE and WEB viewer, such as product certification of all relevant software.
5, "UMODE service" means that, through the Internet, mobile phones to monitor a variety of equipment (such equipment loaded in the R & D MOBILE Party codecs solution).
During the third contract
① under this contract will be carried out in Hong Kong the right to grant UMODE the cause of B, and its 10-year period. Prior to the expiration of the contract period and B extension of the two sides through consultations, and to protect the priority of B.
② B in his capacity as general agent in Hong Kong in Hong Kong may be selected partners can be a joint venture with this side. To protect the technology in the management, confidential, technical protection of the premise can be selected under the conditions of the partners in Hong Kong.
③ In the contract period, if Party A marketing policy changes, and B, through mutual agreement both sides can change the terms of this contract.
Article IV rights and responsibilities
① Party A Party B assume the following responsibilities for
1, Party A must be a steady supply of products.
2, Party A to Party B paid to build the server and to provide solutions to the full R & D human resources
3, Hong Kong, the territory of the cause of those who UMODE demands server operators in Hong Kong or other technical support related to training-related training must be provided, but the cause of Hong Kong firms to bear the cost of living food.
② Party A Party B has the following rights of
1, Party A Party B breach when found, can cancel the contract without notice.
2, in this so-called "default" Yes, without the consent of Party A Party on behalf of the acts of embezzlement, misappropriation of technology, such as the production of counterfeit products, causing losses to Party A all acts
③ Party A Party B assume the following responsibilities for
1, B to the last day of each month prior to the sale under the plan in January Party written notice.
2, B in order to be successful marketing efforts to maintain a proper inventory.
3, B selected partners in Hong Kong must meet the basic eligibility criteria for the selection of partners
4, B and Hong Kong's domestic partners in Hong Kong bear all costs of operating the server, mobile services to business-related expenses.
5, B take on the mobile communications companies in Hong Kong as per signed agreements for cooperation and business services related to all operators.
6, B agent from all regions of Hong Kong to collect the cost of servers and solutions to build R & D carried out in all regions of the server set up.
7, in order to set up a server in Hong Kong workers to Party A Party B to bear when a business trip in Hong Kong Party line workers eat the cost of living.
8, in addition to a clear recognition Party other than product defects, in any case not be able to return products Party supplies.
9, in addition to causing a clear reason for Party, the Party and the Hong Kong territory, when conflict between partners, in any case the need to protect the Party A Party B, and bear all the civil and criminal measures.
④ of Party A Party B has the following rights
1, B is the sole agent for the territory of UMODE products, in order to ensure that our partners in the cause of UMODE, there are sales and operating rights.
Add: Article V and the supply of product prices
① B as the sole agent in Hong Kong, services to be launched from the Party at the time of purchasing the first batch of 1,000 sets of cargo products, and then two months of 1000 must once again pick up product.
② In addition to the Beijing area, the regional distributor in order to obtain the right to UMODE purchasing the first batch of 1000 sets of products (a compact server and a CCD camera for a set of products). B based on the two sides have negotiated contract terms and price list and the development of the supply price.
Article VI of the right agent
① B in Hong Kong in order to obtain the right agent UMODE the cause of the entry into force of the two sides signed the contract.
② from the date of signing the contract, Party A in Hong Kong are not allowed to carry out all UMODE marketing products and services all UMODE and produced by R & D to B can only supply products.
Contract Date: Date 2009
Is authorized to:
Authorized to: XXXXXXXX
• The contract is the legal representative of XXXXXX Co., Ltd.: Lee Tai-ying (hereinafter Party),
• Limited legal representative: (below B),
• Inter-contract, Party A Party B to be a product marketing rights and obligations of the Hong Kong agent. Based on the principle of faith and honest contract
First entry
The purpose of this contract is to provide Party B Party in Hong Kong selling products (hereinafter referred to as "products") will be involved in the matter, the provisions set up in Hong Kong to provide services UMODE server solutions and R & D matters, to comply with this contract all the terms and should help the common prosperity and development.
The second definition of terms
This contract within the meaning of the terms used explicitly as follows
1, "product" means that the compact server provided by Party A and the camera, and this connection the use of products and components and then on the continued development of Party A and the production of all products.
2, "agent" means that the right has been made a party to it. All the management of all sales of Hong Kong, the region from more than a certain number of Party A product procurement, and then Party UMODE R & D services and products sold in Hong Kong and Hong Kong to carry out the cause of all.
3, "Let's build a server" means that in order to be sold in Hong Kong products and services UMODE hardware structures. 4, "R & D solutions" means, in order to carry out in Hong Kong R & D services UMODE database design, video format converter, MOBILE and WEB viewer, such as product certification of all relevant software.
5, "UMODE service" means that, through the Internet, mobile phones to monitor a variety of equipment (such equipment loaded in the R & D MOBILE Party codecs solution).
During the third contract
① under this contract will be carried out in Hong Kong the right to grant UMODE the cause of B, and its 10-year period. Prior to the expiration of the contract period and B extension of the two sides through consultations, and to protect the priority of B.
② B in his capacity as general agent in Hong Kong in Hong Kong may be selected partners can be a joint venture with this side. To protect the technology in the management, confidential, technical protection of the premise can be selected under the conditions of the partners in Hong Kong.
③ In the contract period, if Party A marketing policy changes, and B, through mutual agreement both sides can change the terms of this contract.
Article IV rights and responsibilities
① Party A Party B assume the following responsibilities for
1, Party A must be a steady supply of products.
2, Party A to Party B paid to build the server and to provide solutions to the full R & D human resources
3, Hong Kong, the territory of the cause of those who UMODE demands server operators in Hong Kong or other technical support related to training-related training must be provided, but the cause of Hong Kong firms to bear the cost of living food.
② Party A Party B has the following rights of
1, Party A Party B breach when found, can cancel the contract without notice.
2, in this so-called "default" Yes, without the consent of Party A Party on behalf of the acts of embezzlement, misappropriation of technology, such as the production of counterfeit products, causing losses to Party A all acts
③ Party A Party B assume the following responsibilities for
1, B to the last day of each month prior to the sale under the plan in January Party written notice.
2, B in order to be successful marketing efforts to maintain a proper inventory.
3, B selected partners in Hong Kong must meet the basic eligibility criteria for the selection of partners
4, B and Hong Kong's domestic partners in Hong Kong bear all costs of operating the server, mobile services to business-related expenses.
5, B take on the mobile communications companies in Hong Kong as per signed agreements for cooperation and business services related to all operators.
6, B agent from all regions of Hong Kong to collect the cost of servers and solutions to build R & D carried out in all regions of the server set up.
7, in order to set up a server in Hong Kong workers to Party A Party B to bear when a business trip in Hong Kong Party line workers eat the cost of living.
8, in addition to a clear recognition Party other than product defects, in any case not be able to return products Party supplies.
9, in addition to causing a clear reason for Party, the Party and the Hong Kong territory, when conflict between partners, in any case the need to protect the Party A Party B, and bear all the civil and criminal measures.
④ of Party A Party B has the following rights
1, B is the sole agent for the territory of UMODE products, in order to ensure that our partners in the cause of UMODE, there are sales and operating rights.
Total distribution license contracts
The date on which the contract month in 2009
Authorized party:
Fong: XXXXXXXX authorized
This contract is XXXXXX, legal representative Co., LTD (hereinafter 李: the party's),
Legal representative, Co., LTD (hereinafter), party b:
Signed between party, party a has become the product sales agent in Hong Kong with obligations. Based on the principle of honesty and faith signing the contract
1 purpose
The purpose of the contract is stipulated in the party b to sell within Hong Kong products (hereinafter referred to as "products"), the provisions of the items involved in Hong Kong UMODE provide service of domestic building server and r&d solutions to comply with the contract, all terms and common prosperity and development should help.
Article 2 definition of vocabulary
This contract within the meaning of words, define as follows
1, "products" refers to the party, the compact cameras, and with the server connection of products and components and the use of a continuous development and production henceforth all products.
2, "agent" means, has made the following rights. All of the Hong Kong territory management and all sales amount above sourcing from party a's, and then the product r&d UMODE services and products in Hong Kong and Hong Kong territory sales territory in all the undertakings concerned.
3, "build server" refers to the Hong Kong territory sales UMODE products and services and building hardware. 4, "r&d solution" means, in order to UMODE services in Hong Kong territory and database design, video format converter, MOBILE and WEB that, for all related software product certification.
5, "UMODE services" means, through the Internet, MOBILE monitoring equipment (in such a development of MOBILE equipment load Ed decoder solutions).
Article 3 the contract period
1 this contract will be in Hong Kong in accordance with the right to conduct business within the territory of the UMODE during the party, awarded for 10 years. Contract before the expiry of both parties through consultations, and ensure party b's extension of priority.
2 party b to Hong Kong identity can be selected general partners and Hong Kong territory with this joint venture. In technical management, ensure the protection of confidential and technical conditions can be selected Hong Kong territory.
3 party a in the contract period as a marketing policy changes, both parties through consultations and can change the terms of this contract.
Article 4 the rights and responsibilities
1 for party b to undertake responsibility
1, party a shall have a steady supply of products.
2 party b to build server and paid provide sufficient human resources solutions
3, Hong Kong UMODE within the territory of the business demands within Hong Kong server operation or other related technical support and training must provide relevant training, but the Hong Kong business for living expenses did eat.
2 party a to party b has the following rights
1, party b is found breach, without notice and may terminate the contract.
2, the so-called "in" is not a breach of party a, party a and theft behavior of theft, name and produce counterfeit products, such as technology, all losses to party a
3 party b to undertake responsibility
1 party b to determine the last day of every month before the next January sales plan and written notice to party a.
2 party b to smooth the marketing job must maintain proper inventory.
3 party b, within Hong Kong partner selection with basic qualifications must be selected
4 party b and Hong Kong domestic partner for all Hong Kong territory of operation cost, mobile service commercial applications server pertinent cost.
5, party b undertakes domestic mobile communications corporation with Hong Kong signed agreement on cooperation and commercial applications of all work related service operations.
6 and party b from Hong Kong in various areas of the building cost and agent charged server solution development costs for building regional server.
7, in order to build a worker of Hong Kong territory to Hong Kong on business server when party b undertakes the live feed line workers cost.
8, besides a clear product defect admitted, in any case will not return a supply of products.
9, besides the reason caused by party a, party a definite outside Hong Kong territory between partners with contradictory, under any circumstances, and the party b must protect people assume all the criminal.
4 party b to party a has the following rights
1, party b is Hong Kong UMODE agent within the territory of the product, in order to ensure that the Hong Kong UMODE business partners, the territory has sales and operation.
Article 5 product price and supply
1 party b as Hong Kong agent, service opens a purchase goods from the product, and 1000 goods within two months to 1000 sets of products.
2 in Beijing, except for UMODE region agent purchasing power must first 1000 sets of products (a compact server and a CCD camera for a set of products). Based on both parties have negotiated contract terms and price and supply price.
Article 6 general rights
1 party b for Hong Kong business within the territory of the UMODE agent signing contract both right.
2 the contract signing date from the party not in Hong Kong on all the territory UMODE product and service marketing work, will UMODE all that develops and produces the product can supply to party b.
Contract Date: 2009 date
By unauthorized parties:
Authorization to: XXXXXXXX
XXXXXX This • Limited corporate contract Representatives: Lee Tai-British (the Party),
Representative of • Limited corporate: (following B),
Between signing • and Party B product sales into a right and obligation Agent Hong. The spirit of Lutheran principles and honesty contract
First entry
The second definition of terms
This contract within the meaning of the terms used, is explicitly stated as follows
1, "product" means that the compact server provided by Party A and the camera, and this connection the use of products and components and then on the continued development of Party A and the production of all products.
2, "agent"森败 means that the right has been made a party to it. All the management of all sales of Hong Kong, the region from more than a certain number of Party A product procurement, and then developed UMODE Party services and products sold in Hong Kong and Hong Kong to carry out the cause of all.
3, "Let's build a server" means that in order to be sold in Hong Kong products and services UMODE hardware structures. 4, "R & D solutions" refers to, in order to UMODE Hong Kong to carry out research and development services and database design, video format converter, MOBILE and WEB viewer, such as product certification of all relevant software.
5, "UMODE service" means that, through the Internet, mobile phones to monitor a variety of equipment (such equipment loaded in the R & D MOBILE Party codecs solution).
During the third contract
①袜春尺告高 under this contract will be carried out in Hong Kong the right to grant UMODE the cause of B, and its 10-year period. Prior to the expiration of the contract period and B extension of the two sides through consultations, and to protect the priority of B.
② B in his capacity as general agent in Hong Kong in Hong Kong may be selected partners can be a joint venture with this side. To protect the technology in the management, confidential, technical protection of the premise can be selected under the conditions of the partners in Hong Kong.
③ In the contract period, if Party A marketing policy changes, and B, through mutual agreement both sides can change the terms of this contract.
Article IV rights and responsibilities
① Party A Party B assume the following responsibilities for
1, Party A must be a steady supply of products.
2, Party A to Party B paid to build the server and to provide solutions to the full R & D human resources
3, Hong Kong, the territory of the cause of those who UMODE demands server operators in Hong Kong or other technical support related to training-related training must be provided, but the cause of Hong Kong firms to bear the cost of living food.
② Party A Party B has the following rights of
1, Party A Party B breach when found, can cancel the contract without notice.
2, in this so-called "default" Yes, without the consent of Party A Party on behalf of the acts of embezzlement, misappropriation of technology, such as the production of counterfeit products, causing losses to Party A all acts
③ Party A Party B assume the following responsibilities for
1, B to the last day of each month prior to the sale under the plan in January Party written notice.
2, B in order to be successful marketing efforts to maintain a proper inventory.
3, B selected partners in Hong Kong must meet the basic eligibility criteria for the selection of partners
4, B and Hong Kong's domestic partners in Hong Kong bear all costs of operating the server, mobile services to business-related expenses.
5, B take on the mobile communications companies in Hong Kong as per signed agreements for cooperation and business services related to all operators.
6, B agent from all regions of Hong Kong to collect the cost of servers and solutions to build R & D carried out in all regions of the server set up.
7, in order to set up a server in Hong Kong workers to Party A Party B to bear when a business trip in Hong Kong Party line workers eat the cost of living.
8, in addition to a clear recognition Party other than product defects, in any case not be able to return products Party supplies.
9, in addition to causing a clear reason for Party, the Party and the Hong Kong territory, when conflict between partners, in any case the need to protect the Party A Party B, and bear all people criminal response.
④ B on the Party the following rights
1, B is the territory of Hong Kong products UMODE agent In order to ensure that our partners in the cause of UMODE, there are sales and operating rights.
Add: Article V and the supply of product prices
① B as the sole agent in Hong Kong, services to be launched from the Party at the time of purchasing the first batch of 1,000 sets of cargo products, and then two months of 1000 must once again pick up product.
② In addition to the Beijing area, the regional distributor in order to obtain the right to UMODE purchasing the first batch of 1000 sets of products (a compact server and a CCD camera for a set of products). B based on the two sides have negotiated contract terms and price list and the development of the supply price.
Article VI of the right agent
① B in Hong Kong in order to obtain the right agent UMODE the cause of the entry into force of the two sides signed the contract.
② from the date of signing the contract, Party A in Hong Kong are not allowed to carry out all UMODE marketing products and services all UMODE and produced by R & D to B can only supply products.
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