EXHIBIT 4.11
THIS TRADEMARK LICENCE AGREEMENT is made this 8th day of April 2004
BETWEEN:-
1) NAM TAI ELECTRONICS, INC., an International Business Company incorporated
and existing under the laws of the British Virgin Islands, having its
registered office at McNamara Chambers, P.O. Box 3342, Road Town, Tortola,
British Virgin Islands ("Licensor") of the one part; and
2) NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED, a company incorporated
and existing under the laws of the Cayman Islands, having its registered
office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT,
George Town, Grand Cayman, British West Indies ("Licensee") of the other
part
WHEREAS
1) The Licensor currently holds the entire issued share capital of the
Licensee which is arranging for the listing of its shares on The Stock
Exchange of Hong Kong Limited.
2) The Licensor, being the legal and beneficial owner of the Trademarks,
particulars of which are set out in the Schedule hereto ("Trademarks") has
agreed to grant a sole licence to the Licensee with a right to sub-license
to the Licensee's subsidiaries (the Licensee and its subsidiaries shall
collectively be referred to as the "NTEEP Group"), to use the Trademarks
in connection with the trade, businesses and operations of the NTEEP Group
upon the terms hereinafter appearing.
IT IS HEREBY AGREED AND DECLARED as follows:-
1. The Licensor hereby grants to the Licensee a sole and royalty-free licence
to use the Trademarks. Such licence shall include the right to sub-license
to the Licensee's subsidiaries. For the avoidance of doubt, the sole
licence shall not prohibit any use of the Trademarks by the Licensor for
the purpose of conducting its investment holding business.
2. The Licensor has the sole and absolute discretion to, from time to time,
extend the registration of the Trademarks to other classes or
jurisdictions. Any new trademarks so registered shall be added to the
definition of the Trademarks in the Schedule of this Agreement. Where
required by the law of the relevant jurisdiction, the Licensee shall be
registered as a registered user of the Trademarks.
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3. The Licensee hereby agrees that it will only use the Trademarks upon and
in relation to those goods and services in respect of which the Trademarks
have been registered ("Goods and Services") under the provisions of this
Agreement and subject to the conditions hereof governing the use of the
Trademarks.
4. The Licensee shall be permitted to use the Trademarks on the Goods and
Services only so long as such Goods and Services conform to the standards
of quality, specifications or directions as may, from time to time, be
reasonably laid down by or on behalf of the Licensor.
5. The Licensee hereby agrees that, at reasonable times and upon reasonable
notice being given by the Licensor, it shall allow the Licensor's duly
authorised representatives free access to inspect samples and test the
Goods and Services in the possession of or under the control of the
Licensee to ensure that the Goods and Services produced or offered by the
Licensee conform to the standards of quality, specifications or directions
as may, from time to time, be laid down by or on behalf of the Licensor.
6. If the Licensee uses the Trademarks in a manner inconsistent with or
otherwise than under the terms and conditions hereof and fails to remedy
within two (2) weeks of written notice from the Licensor, this Agreement
shall cease and terminate forthwith.
7. On termination of this Agreement for whatever reason, the Licensee shall
discontinue all use of the Trademarks. Notwithstanding the foregoing, the
Licensee shall have the right to dispose of all Goods and Services bearing
the Trademarks and to fulfil any orders of the Goods and Services
confirmed prior to termination subject to such reasonable terms as the
parties may agree.
8. The Licensee undertakes to the Licensor that any sublicence granted
pursuant to this Agreement shall be in the form as appearing in Appendix I
and that the termination of this Agreement shall automatically terminate
all sublicences. The Licensee further undertakes to duly, promptly and
strictly enforce the terms of any sublicence as may be required by the
Licensor.
9. This Agreement shall run from the date hereof and shall continue
thereafter in force from year to year unless terminated by either party
giving to the other 3 months previous notice in writing. Notwithstanding
the foregoing, this
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Agreement shall be deemed automatically terminated when the Licensor no
longer holds more than 50% of the issued share capital of the Licensee.
10. All provisions of this Agreement which in their nature shall survive
termination to give effect to their meaning shall survive termination and
remain in full force and effect notwithstanding termination.
11. The governing law of this Agreement shall be the laws of the Hong Kong
Special Administrative Region ("Hong Kong") and the parties agree to
submit to the non-exclusive jurisdiction of the Hong Kong courts.
IN WITNESS WHEREOF this Agreement is duly executed by the authorised
representatives of the parties on the date and year first above written.
SCHEDULE
A. HONG KONG
Goods and Services for respect of
Trademark Registration No. Class which the Trademark is registered
- --------------- ---------------- ----- ------------------------------------
Namtai & Device 1990B1259 9 calculators, digital scales, digital
thermometers, digital blood pressure
meters
Namtai & Device 1990B1260 16 electronic typewriters
Device 19900269 9 calculators, digital scales, digital
thermometers, digital blood pressure
meters
Device 19900270 16 electronic typewriters
B. CANADA
Goods and Services for respect of
Trademark Registration No. Class which the Trademark is registered
- --------- ---------------- ----- ---------------------------------
NAMTAI 381244 - Wares: calculators, scales,
thermometers, blood pressure
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meters and typewriters Services: custom
design and manufacturing of electronic
products for others and the operation
of a wholesale business of selling
electronic products
Namtai & Device 381245 - Wares: calculators, scales,
thermometers, blood pressure meters
and typewriters Services: custom
design and manufacturing of electronic
products for others and the operation
of a wholesale business of selling
electronic products
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Sealed with the Common Seal of )
NAM TAI ELECTRONICS, INC. )
in accordance with its constitution)
in the presence of:- ) ________________________
Koo Ming Kown
director
Sealed with the Common Seal of )
NAM TAI ELECTRONIC & )
ELECTRICAL PRODUCTS )
LIMITED in accordance with its )
constitution in the presence of:- ) _________________________
Wong Kuen Ling
director
_________________________
Guy Jean Francois Bindels
director
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Appendix I - Pro Forma Sublicence
THIS TRADEMARK SUBLICENCE AGREEMENT is made this day of
BETWEEN:-
1) NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED, a company incorporated
and existing under the laws of the Cayman Islands, having its registered
office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT,
George Town, Grand Cayman, British West Indies ("Sub-Licensor") of the one
part; and
2) [name of sub-licensee] [ description of company particulars]
("Sub-Licensee") of the other part
WHEREAS
1) The Sub-Licensor is licensed by Nam Tai Electronics, Inc., the legal and
beneficial owner ("Owner") of the Trademarks, particulars of which are set
out in the Schedule hereto ("Trademarks"), to use the Trademarks with a
right to sub-license such use to the Sub-Licensor's subsidiaries (the
Licensee and its subsidiaries shall collectively be referred to as the
"NTEEP Group") in connection with the trade, businesses and operations of
the NTEEP Group upon the terms hereinafter appearing.
2) The Sub-Licensee is a subsidiary of the Sub-Licensor and desires and
agrees to use the Trademarks in accordance with the terms hereof.
IT IS HEREBY AGREED AND DECLARED as follows:-
1. The Sub-Licensor hereby grants to the Sub-Licensee a non-exclusive,
personal and royalty-free licence to use the Trademarks. The Sub-Licensee
acknowledges that the Owner is the legal and beneficial owner of the
Trademarks. The Sub-Licensee agrees that the Sub-Licensor has the sole and
absolute discretion to add any new trademarks to the definition of the
Trademarks in the Schedule of this Agreement as may be permitted by the
Owner. Where required by the law of the relevant jurisdiction, the
Sub-Licensee shall be registered as a registered user of the Trademarks.
2. The Sub-Licensee hereby agrees that it will only use the Trademarks upon
and in relation to those goods and services in respect of which the
Trademarks have been registered ("Goods and Services") under the
provisions of this Agreement and subject to the conditions hereof
governing the use of the Trademarks.
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3. The Sub-Licensee shall be permitted to use the Trademarks on the Goods and
Services only so long as such Goods and Services conform to the standards
of quality, specifications or directions as may, from time to time, be
reasonably laid down by or on behalf of the Owner.
4. The Sub-Licensee hereby agrees that, at reasonable times and upon
reasonable notice being given by the Sub-Licensor and/or the Owner, it
shall allow the Sub-Licensor's and/or the Owner's duly authorised
representatives free access to inspect samples and test the Goods and
Services in the possession of or under the control of the Sub-Licensee to
ensure that the Goods and Services produced or offered by the Sub-Licensee
conform to the standards of quality, specifications or directions as may,
from time to time, be laid down by or on behalf of the Owner.
5. If the Sub-Licensee uses the Trademarks in a manner inconsistent with or
otherwise than under the terms and conditions hereof and fails to remedy
within two (2) weeks of written notice from the Sub-Licensor, this
Agreement shall cease and terminate forthwith.
6. On termination of this Agreement for whatever reason, the Sub-Licensee
shall discontinue all use of the Trademarks. Notwithstanding the
foregoing, the Sub-Licensee shall have the right to dispose of all Goods
and Services bearing the Trademarks and to fulfil any orders of the Goods
and Services confirmed prior to termination subject to such reasonable
terms as the parties may agree.
7. This Agreement shall run from the date hereof and shall continue
thereafter unless terminated by either party giving to the other 3 months
previous notice in writing. Notwithstanding the foregoing, this Agreement
shall be deemed automatically terminated if the Licence Agreement relating
to the Trademarks between the Sub-Licensor and the Owner is terminated for
whatever reasons.
8. All provisions of this Agreement which in their nature shall survive
termination to give effect to their meaning shall survive termination and
remain in full force and effect notwithstanding termination.
9. The governing law of this Agreement shall be the laws of the Hong Kong
Special Administrative Region ("Hong Kong") and the parties agree to
submit to the non-exclusive jurisdiction of the Hong Kong courts.
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IN WITNESS WHEREOF this Agreement is duly executed by the authorised
representatives of the parties on the date and year first above written.
SCHEDULE
A. HONG KONG
Goods and Services for respect of
Trademark Registration No. Class which the Trademark is registered
- --------------- ---------------- ----- ------------------------------------
Namtai & Device 1990B1259 9 calculators, digital scales, digital
thermometers, digital blood pressure
meters
Namtai & Device 1990B1260 16 electronic typewriters
Device 19900269 9 calculators, digital scales, digital
thermometers, digital blood pressure
meters
Device 19900270 16 electronic typewriters
B. CANADA
Goods and Services for respect of
Trademark Registration No. Class which the Trademark is registered
- --------------- ---------------- ----- --------------------------------------
NAMTAI 381244 - Wares: calculators, scales,
thermometers, blood pressure meters
and typewriters Services: custom
design and manufacturing of electronic
products for others and the operation
of a wholesale business of selling
electronic products
Namtai & Device 381245 - Wares: calculators, scales,
thermometers, blood pressure meters
and typewriters Services: custom
design and manufacturing of electronic
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products for others and the operation
of a wholesale business of selling
electronic products
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Sealed with the Common Seal of )
NAM TAI ELECTRONIC & )
ELECTRICAL PRODUCTS )
LIMITED in accordance with its )
constitution in the presence of:- )
Sealed with the Common Seal of )
the Sub-Licensee in accordance )
with its constitution in the )
presence of:- )
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