Contract for Introduction Of Complete Plant and Technology
This Agreement is entered into and made in duplicate on _________(Date), in _____________(Place), between __________________Corporation (hereinafter called Corporation), incorporated by the California Corporations Code and having its principal executive office in the city of _______, USA, as PARTY OF THE FIRST PART and ______Corporation, (hereinafter Called Purchaser) as PARTY OF THE SECOND PART.
In consideration of the mutual covenants and agreements herein contained, it is agreed by and between Corporation and Purchaser as follows:
For the purpose of this agreement, the following terms shall have the meanings defined below:
“Acceptance Test Manual”
The Acceptance Test Manual shall be the document prepared by Corporation which will be used by Corporation and Purchaser for checking that the Equipment is in accordance with the Specifications and Approved Data.
System Parts are those, which are necessary to Corporation in the performance of this, Agreement and derived from Approved Data and shall include but not be limited to those parts which are manufactured by Corporation’s suppliers. Notwithstanding the foregoing mutually agreed simulated and modified equipment used in lieu of the foregoing shall be deemed to be System Parts.
Approved Data shall mean those drawings, data and other technical information which are relevant to the System, and which are necessary to Corporation in the performance of this Agreement.
Associated Items shall mean those associated items and services specified in Exhibit “C” which is attached hereto and made a part hereof.
“Deficiencies or Detects”
Deficiencies or Defects shall mean areas of the Equipment (configuration and performance) that fail to meet identified sections of the Acceptance Test Manual
The Effective Date of this Agreement shall be the date on which Corporation is authorized to proceed with the work hereunder to Purchaser’s account or the date on which the first payment is received by Corporation. The authorization to proceed referred to in the foregoing may be either a telex or letter from a duly authorized officer of Purchaser providing such authorization to proceed, or a copy of this Agreement duly signed by both parties. The said Effective Date shall be construed as the date of the commencement of work hereunder.
Excusable Delay where the term is used in this Agreement shall mean those causes of delay specifically identified in article 7 hereof (Excusable Delay).
Proprietary Software shall mean any program or other information stored on taps, discs, documents or other material, in machine readable or other form, which is the property of Corporation.
Site Acceptance shall mean the final acceptance of the Equipment carried out by the Purchaser at Purchaser’s Facility in accordance with the Acceptance Test Manual.
Specification shall mean the document identified in Exhibit “A” hereto.
2.SUBJECT MATTER OF SALE
（a）Corporation shall sell to the Purchaser and the Purchaser shall purchase from Corporation the Equipment together with the Associated Items.
(b) The Equipment and Associated Items shall be in accordance with this Agreement and the Specification.
(c) The Equipment shall have the capability to perform in accordance with the performance standards expressed in ___________, to the extent that such standards are covered by the Specification and Approved Data and subject to the availability of all necessary drawings, data and other technical information.
(d) Corporation will prepare and submit to the Purchaser three draft copies of the Acceptance Test Manual not later than ____. The schedule for review and approval of the Acceptance Test Manual is contained in Exhibit “B” hereto.
(e) In the event of any conflict between the provisions of this Agreement proper and those of the Exhibits hereto, the provisions of the Agreement proper shall govern. In the event of any conflict between the Acceptance Test Manual and the Specification or Approved Data, the Specification and Approved Data shall govern.
The total purchase price of the equipment and associated items with all risks transit insurance prepaid to purchaser’s facility shall be __________.
（a）All amounts stated or referred to herein are in lawful money of __________and all payments shall be made in lawful money of __________by the Purchaser to Corporation at Corporation’s Plant, unless Corporation otherwise directs by notice in writing to the Purchaser.
(b) The Purchaser agrees to pay Corporation the Total Purchase Price, as follow:
(c) The Purchaser shall, upon receipt of Corporation’s respective invoices therefor, pay to Corporation all amounts which become due by the Purchaser to Corporation hereunder, including without limitation an amount equal to the taxes and duties.
(d) If by reason of delay on the part of the Purchaser or Purchaser’s agent or representative, any payments due to Corporation are not made in accordance with the agreed payment schedule, Corporation reserves the right to apply a late payment charge of one and one-half (1.2/2%) percent per month (19.56%per annum) on all overdue amounts and Purchaser agrees to promptly pay any such late payment charges which are properly due hereunder. In the event that one or more payments are delayed for sixty (60) days or more, Corporation shall have the right to stop all work under this Agreement and shall also have the right to claim such period of work stoppage and the effects thereof as excusable delay pursuant to Article 7 hereof (Excusable Delay). Purchaser agrees to reimburse Corporation for those additional reasonable costs incurred by Corporation resulting from such work stoppage(s) and restart(s). Should one or more payments be delayed for one hundred and twenty (120) days or more, this Agreement may, at Corporation’s option, be deemed to be cancelled under the provisions of paragraphs (b) through (e) of Article 23 hereof (Termination for Insolvency & Cancellation).
5．DELIVERY AND ACCEPTANCE
（a）Corporation shall give the Purchaser at least twenty-eight (28) days preliminary notice in writing and at least seven (7) days firm notice in writing of the date on which Corporation proposes to offer the Equipment to the Purchaser for Plant Acceptance. The Purchaser shall have five (5) days per week during a ______ consecutive week period, being, a total of ____working days, after said offer for Plant Acceptance within which to accomplish the tests laid down in the Acceptance Test Manual.
(b) In the event that Deficiencies in the equipment become evident, such Deficiencies shall be corrected by Corporation either during the two days per week during which the Purchaser will not be testing or during the testing provided the corrective action does not impede or restrict the Purchaser in carrying out said tests. After correction, the Purchaser shall be afforded such additional time as may be agreed to repeat any unsuccessful tests together with any other tests necessary to confirm that said Deficiencies have been cleared and that previous successful tests have not been affected.
(c) Upon successful completion of the tests the Purchaser shall sign a Plant Acceptance Certificate evidencing such completion and listing any agreed Deficiencies to be corrected by Corporation within such period as may be agreed with the Purchaser.
(d) After the signing of the Plant Acceptance Certificate by the Purchaser, Corporation shall dismantle and pack the Equipment for surface shipment to Purchaser’s Facility.
(e) Shipping arrangements between Corporation’s Plant and Purchaser’s Facility will be made without undue delay by, or to the direction of, _____ who will be responsible for all costs of surface shipment and transportation of the Equipment and Deliverable Associated Items.
(f) The Purchaser shall have ____ consecutive days after being offered the Equipment for Site Acceptance within which to check and ensure that the Equipment will still accomplish the tests completed during Plant Acceptance.
(g) Corporation shall, as soon as practicable after the said check, and during said check to the extent that the Purchaser is not impeded or restricted in carrying out checking, correct any Deficiencies of which the Purchaser shall have notified the Corporation supervisor. After correction, the Purchaser shall be afforded such additional time as may be agreed to repeat any unsuccessful tests together with any other tests necessary to confirm that said Deficiencies have been cleared and that previous successful checking has not been affected.
(h) Upon completion of said check the Purchaser shall immediately sign a Site Acceptance Certificate evidencing such completion and listing any agreed Deficiencies to be corrected by Corporation within such a period as may be mutually agreed upon.
(i) Such Site Acceptance shall take place within a period of ___ weeks after the Effective Date as such period may be extended pursuant to Article 7 hereof (Excusable Delay). In the event the Purchaser shall use the Equipment for training, Site Acceptance shall be deemed to have occurred and the Site Acceptance Certificate shall be signed forthwith and shall be effective the date on which the Purchaser first used the Equipment for training.
(j) If re-calibration or reprogramming is needed to clear Deficiencies during Plant Acceptance testing or Site Acceptance testing, the latest available drawings, data, and other technical information relevant to the System shall be used if no additional delay or cost is involved. If additional delay or cost is involved, such drawings, data and other technical information shall only be used upon the written request of the Purchaser. The drawings, data and other technical information referred to in the foregoing of this paragraph shall become Approved Data by virtue of the execution of a Change Order executed pursuant to Article 9 hereof (Changes).
6．TITLE AND RISK OF LOSS
Corporation shall retain title in and to the Equipment and Associated Items until payment in full of the Total Purchase Price. Notwithstanding the foregoing, risk of loss of or damage to the Equipment and deliverable Associated Items shall pass to the Purchaser at the time the Equipment and deliverable Associated Items are delivered Ex-Works (Per Incoterms 1980 Edition) Corporation’s Plant.
(a) Corporation shall not be in breach of any of its obligations under this Agreement when failure to perform, or delay in performing, any obligation is due wholly or in part to act of God, act of the public enemy, war, civil commotion, insurrection, riot, embargo, fire, explosion, earthquake, lighting, flood or other major action of the elements, or other catastrophe, legislation, any act, order or regulation of any governmental or other duly constituted authority, delay or failure of carriers, delay by the Purchaser or strike or other labor troubles, lack or shortage or delay in delivery of supplies, materials, accessories or equipment, or any other cause beyond Corporation’s practical control. In the event of such failure or delay the time fixed for the performance by Corporation of any obligation whatsoever imposed in this Agreement shall, at Corporation’s option, be extended for a period not longer than the period during which any such cause and the effects thereof persist. However, Corporation shall use all reasonable efforts to minimize the effects of any Excusable Delay hereunder.
（b）Without limiting the generality of the foregoing paragraph, the following causes shall be deemed to be causes of Excusable Delay:
If Corporation shall not have received all the necessary Approved Data, provided however, that any such cause of delay is reasonably beyond Corporation’spractical control and not occasioned by fault or negligence of corporation.
（c）Corporation shall advise the Purchaser promptly of any anticipated or actual delay affecting Delivery or Site Acceptance together with any relevant detailed information and the anticipated extent of any such delay.
(d) Where the period of any Excusable Delay caused or introduced by Purchaser is at least one hundred and twenty (120) days and the Parties have not agreed within a further thirty (30) days period upon a revised basis for performing the obligations under this Agreement, including the adjustment of the Total Purchase Price, then corporation may thereupon by written notice cancel this Agreement and such cancellation shall be deemed to have occurred pursuant to the provisions of paragraphs (b) through(e) of Article 23 hereof (Termination for Insolvency & Cancellation).
8．TAXES AND DUTIES
In addition to the Total Purchase Price to which reference is made in Article 3 thereof, the Purchaser shall also pay to Corporation all export brokerage fees and all sales, consumption, turnover, use, excise or similar taxes or duties levied by any taxing authority in______ having jurisdiction under any present of future law, whether now or hereafter in force and effect, required to be paid by Corporation in connection with this Agreement.
（a）After the date of this Agreement no alterations shall be made to this Agreement proper or to the Exhibits except by means of a Change Order made pursuant to this article except for alterations made pursuant to paragraph (c) of this Article.
(b) Every Change Order shall be in writing and shall set forth in detail the effect of the alteration on the Specification, price, performance, design, acceptance dates and interchangeability of spare parts whether delivered or to be delivered or any other matter substantive to this Agreement and shall be signed by the Purchaser and Corporation.
(c) Corporation may make such minor changes and corrections in the Specification as it may deem appropriate to correct defects or improve the Equipment; provided that such changes shall not adversely affect the Total Purchase Price, functional characteristics, performance, and interchangeability of spare parts.
(a) Corporation shall supply spare parts of Corporation’s design or manufacture to the Purchaser for a period of ten (10) years from the date of Site Acceptance. Spare parts ordered by the Purchaser during the said then-year period shall be supplied F.O.B.
(a) Subject to the conditions hereinafter set forth, Corporation will indemnify and protect the Purchaser against any payments made by Purchaser in discharge of its liability, excluding any liability for consequential or incidental damages as enumerated in Article 14 hereof (Limitation of Liability) resulting from any infringement or claim of any infringement of any American patent, but no other patent or rights, by the Equipment purchased hereunder, except that Corporations only patent indemnity with respect to accessories, equipment or parts which are not manufactured exclusively to Corporation’s detailed design shall be that specifically set forth in paragraph(b) hereof
（b）Corporation shall only indemnify the Purchaser in respect of the infringement, or claim of any infringement, of patent by the accessories, equipment and parts not manufactured exclusively to Corporation’s detailed design, but incorporated into the Equipment, in the same manner, to the same extent and with the same limitations as the respective manufacturers of such accessories, equipment and parts indemnify Corporation therefore and provided, in each case, that the indemnity obtained by Corporation from the manufacturer shall be assignable to the Purchaser, Corporation shall use all reasonable efforts to obtain from its venders and suppliers the most favorable indemnity protection for the Purchaser hereunder.
(c) Corporation shall not be liable with respect to any actual or alleged infringement unless:
(i) Suit is commenced against the Purchaser for infringement or the Purchaser receives a written claim alleging infringement, and the Purchaser gives notice in writing to Corporation within ten (10) days after the receipt by the Purchaser of such written claim, as the case may be; and
(ii) The Purchaser shall assist Corporation and shall use all diligent efforts, in full cooperation with Corporation, to reduce (otherwise than by non-use of the article in respect of which infringement is claimed) royalties, claims, damages and expenses involved and promptly furnishes to Corporation copies of all data, papers, records and other documents within the Purchaser’s possession, material to resistance or defense against such claim or suit, and the Purchaser refrains from making any payment and from assuming any obligations, expenses, damages, costs or royalties for which Corporation may be asked to respond.
(iii) Corporation shall be enabled and entitled to conduct negotiations concerning, or defend any action in respect of, any claim or allegation and may choose to negotiate and defend either in its own name or that of the Purchaser.
(a) The Purchaser and Corporation will remain employees of their respective companies for all purposes during the carrying out of activities under this Agreement. Each party will carry Workmen’s Compensation and Employers Liability Insurance with respect to their employees only.
(b) Purchaser will indemnify and hold Corporation, its officers, agents, servants and employees harmless from any and all loss, damage, liability, cost or expense which may be suffered or incurred by Purchaser or the officers, agents, servants or employees of Purchaser, arising out of the activities carried out by Corporation under this Agreement, or the furnishing of services by corporation for the Equipment, unless caused by the willful misconduct or gross negligence of Corporation, its officers, agents, servants or employees.
(c) Corporation will indemnify and hold the Purchaser, its officers, agents, servants and employees harmless from any and all loss, damage, liability, cost or expense which may be suffered or incurred by Corporation or its agents, servants or employees of Corporation, arising out of activities carried out by Purchaser under this Agreement, or the furnishing of services by Purchaser for the Equipment unless caused by the willful misconduct or gross negligence of Purchaser, its officers, agents, servants or employees.
(d) In connection with the performance of this Agreement, each party shall be responsible for damages caused by his fault to third parties whether by positive act, imprudence, neglect or want of skill.
(a) In accordance with the provisions of this Article, Corporation warrants that the Equipment will be free of Defects in material and workmanship and from defects of faults in design, insofar as the Equipment fails to meet the requirements of the Specification.
(b) With respect to Defects in Equipment parts manufactured exclusively to Corporation’s detailed design, Corporation’s liability is limited to making good at Corporation’s Plant by replacement, or, at Corporation’s option, repair, Defects which under proper use appear therein within a period of two (2) years after the date of signing the Site Acceptance Certificate.
(c) With respect to Defects in Equipment parts not manufactured exclusively to Corporation’s detailed design, Corporation’s liability is limited to making good at Corporation’s Plant by replacement or, at Corporation’s option, repair, defects which under proper use appear therein within a period of one (1) year after the date of signing the site Acceptance Certificate, except that in respect to Parts, Approved data and expendable and consumable parts the warranty provided shall be restricted to that provided hereafter in this Article.
(d) With respect to Parts, Approved Data and expendable and consumable parts, Corporation shall make every reasonable effort to obtain the best warranties possible from the manufacturer thereof and assign to the Purchaser any such warranties to the extent that such warranties shall be assignable to the Purchaser.
(e) The above warranties shall not apply to Defects in the Equipment arising from repair, alterations, misuse or abuse by Purchaser personnel or from the Purchaser’s failure to operate and maintain the Equipment in accordance with Corporation’s handbook of maintenance and operating instructions furnished to the Purchaser.
(f) The Purchaser shall return Equipment parts, which are alleged to be defective to Corporation’s plant. The repaired or new Equipment parts will be delivered to the Purchaser F.O.B. Corporation’s (delete space after apostrophe)Plant free of charge if the Equipment part returned was warranted hereunder.
(g) EXCLUSION OF WARRANTIES: The foregoing warranties provided in this Article 13, the indemnification provided under Article 12 hereof (Indemnification and the patent indemnity provided under Article 11 hereof (Patent Infringement) are given by Corporation: (1) In lieu of all indemnities arising in law or otherwise in respect of the work to be carried out under this Agreement, and (2) IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING IN LAW OR OTHERWISE IN RESPECT OF THE WORK TO BE CARRIED OUT UNDER THIS AGREEMENT.
14．LIMITATION OF LIABILITY
Corporation shall not be liable under any circumstances for any consequential or incidental damages of whatsoever kind or nature including but not limited to any loss, costs, or damages incurred as a result of or arising out of any lack, or loss of use of the Equipment, or any other property, of whatsoever nature or kind, for any reason whatsoever.
(a) Notwithstanding the supply of Proprietary Software to the Purchaser, all rights in the Proprietary Software remain the property of corporation. However, corporation hereby grants to the Purchaser a non-exclusive, non-transferable license to use the Proprietary Software for its intended function, the consideration of such license being included in the Total Purchase Price.
(b) The Purchaser shall not make available or otherwise disclose to any third party the proprietary software or any part thereof or any information relating thereto without the prior written consent of corporation.
(c) The Purchaser shall be able at all times to account for all copies of the Proprietary Software which are required to be made to permit its efficient use in its intended function.
（d）The corporation shall be entitled to terminate this license in the event of failure by the Purchaser to comply with any of the conditions stated in this Article. In the event of termination the Purchaser shall return all copies of the Proprietary Software to Corporation within fifteen (15) days of such termination.
(a) Unless Corporation’s consent in writing is first obtained, none of the publications, documentation, manuals or data provided under or in furtherance of this agreement shall be reproduced by the Purchaser and no such publications, documentation, manuals or data nor any copies or duplicates thereof, shall be used by the Purchaser or released out of the Purchaser’s possession, nor shall the contents thereof be divulged by the Purchaser to any other person, firm or corporation, except:
(i) For the purpose of enabling the Purchaser to operate and maintain the Equipment; or
(ii) To a purchaser, lessee or transferee of the Equipment provided, however, that such purchaser, lessee or transferee shall hold and use such publications, documentation, manuals and data subject to the same limitations as those imposed upon the Purchaser by this Article; and shall have executed an express written agreement in favor of Corporation so to do.
（b）It is expressly understood and agreed that all rights to copyright are reserved unto Corporation and that all such publications, documentation, manuals and data in whatever form supplied hereunder by Corporation to the Purchaser shall not be transmitted, disclosed or used by the Purchaser except as herein expressly permitted.
（c）Except as herein provided, it is further expressly understood and agreed that the provision of publications, documentation, manuals or data does not permit, nor provide a license to, manufacture or to have manufactured any part, component, system or element of the Equipment.
17．CONFIDENTIAL NATURE OF CONTRACT
Both parties, their servants, agents, representatives or advisors will treat as confidential this Agreement and any agreements supplemental thereto and all its terms and conditions and shall not at any time unless required by law disclose the same or any part thereof to any other person or body without the consent of the other party.
Corporation agrees, without additional charge, to allow a reasonable number of the Purchaser’s representatives to attend Corporation’s plant during the period of manufacture, test and acceptance to enable them to obtain knowledge of the construction and functioning of the Equipment, and to establish that the Equipment meets the performance standards established by the Acceptance Test Manual. Purchaser’s costs associated with such attendance shall be for the Purchaser’s account.
（a）Progress review meetings will be held at Corporation’s plant with the Purchaser’s representatives as necessary during the manufacturing of the Equipment. At such meetings, Corporation shall report progress and indicate completion status against schedule.
（b）Minutes of such meetings shall be prepared and circulated by Corporation to all attendants and other agreed personnel as soon as possible following each meeting.
（c）Commencing one month after the Effective Date and continuing until the Equipment is offered for Plant Acceptance, Corporation shall issue monthly progress reports to the Purchaser providing information on the current status of the Equipment.
This Agreement shall ensure the benefit of and be binding upon each of the Parties hereto and their respective successors and assignees, but neither this Agreement nor any of the respective rights or obligations of the Parties hereunder may be voluntarily assigned, in whole or in part, by either Party without the prior written consent of the other Party, except that corporation’s interest shall be assignable to any company which succeeds all of its assets, and that Corporation may assign any of its fixed or contingent rights to receive money hereunder, and may assign the benefit of any security to be given by the Purchaser hereunder for the payment of any such money.
The failure of either party to enforce at any time any of the provisions of this Agreement, or to require at any time the performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of the said party thereafter to enforce each and every such provision.
(a) Either Party at its option may terminate this Agreement with respect to the Equipment to be delivered hereunder which is undelivered on the effective date of such termination, by giving the other Party written notice as hereinafter provided if, and at any time after, the other files a voluntary petition in bankruptcy, or proceedings in bankruptcy are instituted against the other and it is thereafter adjudicated bankrupt pursuant to such proceedings, or a court takes and retains for a period of at least sixty(60) days jurisdiction of the other and its assets pursuant to proceedings under the provision of any reorganization act, or the other is adjudged insolvent, or a receiver of the other’s assets is appointed on account of insolvency and is not discharged within a period of sixty (60) days, or the other makes a general assignment for the benefit of its creditors.
(b) Notwithstanding the provisions of paragraph (a) of this Article, the Purchaser shall have the right to cancel the purchase of the Equipment at any time during the term hereof by giving to corporation written notice of such cancellation. Upon receipt of such notice Corporation shall take such steps to ensure that production of the Equipment is discontinued as rapidly as possible and at the latest on the expiration of thirty (30) days after receipt of such notice Corporation shall stop work on the Equipment altogether, notify any subcontractors to stop work, protect all property in its possession in which the Purchaser shall have acquired or may thereafter acquire an interest and take such other reasonable actions as may reduce the cancellation costs due to corporation under paragraph(c) of this Article.
(c) In the event of cancellation in accordance with paragraph (b) of this Article, Corporation shall be entitled to reimbursement for all actual costs which shall be properly allottable or apportionable under recognized accounting practices to the performance of this Agreement and its cancellation, plus a profit which shall be computed at the rate of ten percent (10%) of the said actual cost, Payments previously made hereunder by the Purchaser shall be credited against such reimbursement.
（d）Upon payment of the amounts provided for in paragraph (c) of this article, together with any packing costs, Corporation shall transfer to the Purchaser the title to and deliver to the Purchaser Ex Works (Per Inco terms 1980 Edition) corporations plant the incomplete Equipment, fabricated or unfabricated parts, work in process, and other material the costs of which have been included in the costs determined in accordance with paragraph (c) of this Article.
(e) Corporation, provided the Purchaser so agrees, may retain the whole or part of the said incomplete Equipment, fabricated or unfabricated parts, work in process, and other material referred to in paragraph (d) of this Article in which event the amounts to be paid by Purchaser shall be reduced by a sum equal to the value of the property so retained. Corporation shall, if requested to do so by the Purchaser, dispose of for the account of the Purchaser any property which it does not elect to retain as above provided and the net proceeds from such sale or other disposition shall be paid or otherwise credited to the Purchaser by Corporation.
(f) Corporation shall upon written request by the Purchaser advice Purchaser of the estimated cancellation costs for which the Purchaser would be liable if it had elected to exercise its cancellation rights hereunder at the time of such request.
Any dispute arising out of or relating to this Agreement shall be submitted for discussion and settlement to a committee consisting of a representative of corporation and a representative of the Purchaser. During such discussions Corporation shall diligently proceed with the performance of the terms of the Agreement. If no settlement is reached within fifteen (15) days after the matter has been submitted to the committee, the dispute shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said rules. Such Arbitration shall be held at ___and the language of arbitration shall be English. The award of the arbitrator shall be final and binding on the Parties hereto. The arbitrator shall have authority to determine and assess all expenses of the arbitration against one or both of the Parties hereto.
No such dispute shall be submitted to arbitration as herein provided nor shall any action be brought by either Party against the other except within one (1) year after the breach or alleged breach of this Agreement shall have occurred.
(a) No notice or communication pertaining to this Agreement shall be deemed to have been duly given by the Purchaser to Corporation unless addressed to Corporation as follows:
nor by Corporation to the Purchaser unless addressed to the Purchaser as follows:
(b) any such notice, request, requirement, approval, permission, consent or other communication in connection with this Agreement shall be given in writing and if delivered by hand shall be deemed to have been received by the addresses on the day when the same shall have been so delivered, or is airmailed shall be deemed to have been received by the addressee on the tenth day following the day on which it shall have been so airmailed, or if telexed, shall be deemed to have been received by the addressee upon acknowledgement.
(a) This Agreement constitute the entire agreement between the Parties and supersedes and cancels all prior representations, negotiations, letters, acceptances, agreements, understandings and contracts whether verbal or written, between the Parties hereto or their agents, with respect to or in connection with any of the matters or things to which this Agreement applies or refers.
(b) The titles to the Articles in this Agreement and in the said Exhibits are for convenience of reference only, are not part of this Agreement, and shall not in any way affect the interpretation thereof.
(c) Corporation personnel required to travel between____ and ____ in order to perform duties made necessary by this Agreement shall be provided with Economy Class air transportation on Purchaser aircraft at no cost to Corporation.
(d) Each party represents and warrants to the other party that:
(i) It is a corporation duly incorporated and validly existing under the laws of the jurisdiction indicated in this Agreement.
(ii) The entering into and performance by it of its obligations in this Agreement are within its corporate powers and have been duly authorized by all necessary corporate action and are not in violation of any law and do not require the consent of or approval of, or registration or filing with, any governmental agency or authority other than those already obtained or effected.
（iii）The person executing this Agreement on behalf of each of the Parties hereto certifies and warrants that he has been vested with the necessary authority and power to enter into this Agreement on behalf of that Party.
This Agreement shall be governed by and interpreted in accordance with California Corporation Code, USA.
IN WITNESS WHEREOF these presents have been duly executed by the Parties hereto on the date first above written.
PARTY OF THE FIRST PART
PARTY OF THE SECOND PART