INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Rights Agreement

To protect the intellectual property rights of both parties and uphold the principles of fairness, equity, and mutual benefit, Party A and Party B hereby enter into the following agreement:

1. Responsibility for Product Warranty

Party B makes the following statements and commitments:

1.1 The products provided by Party B are free from any legal restrictions, encumbrances, or third-party claims.
1.2 Party B ensures that Party A has the right to directly or indirectly use, export, sell, distribute, and market the products worldwide without any restrictions due to intellectual property rights or any additional charges.
1.3 Party B guarantees that both it and the products it provides comply with all applicable international laws, regulations, and safety standards.

2. Intellectual Property Rights

2.1 Party B warrants that its products do not infringe upon the patents, trademarks, copyrights, or other intellectual property rights of any country or region.
2.2 If any third party makes a claim or initiates legal action against Party A, its agents, employees, or clients due to any of the following circumstances, Party B shall be responsible for handling such claims, including responding to or negotiating with the third party or initiating legal proceedings if necessary. Party B shall fully compensate Party A for any indirect losses incurred, including but not limited to:

  • Compensation paid by Party A to customers or third parties for breach of contract;

  • Increased inventory costs;

  • Compensation payments, premiums, settlement fees, legal expenses, attorney fees, and logistics-related costs.

The circumstances include:

A. Any infringement of patent rights, copyrights, trademark rights, trade secrets, technical know-how, or other intellectual property rights;
B. Any harm caused by the product resulting in personal injury or property damage;
C. Any violation by Party B of Article 1 of this agreement.

2.3 The provisions of this article shall apply to all past and future agreements related to the purchase of Party B’s products by Party A.

3. Ownership of Cooperative Achievements

Both Party A and Party B shall retain ownership of their respective intellectual property rights related to software and hardware design, including any original works, discoveries, inventions, patents, technical know-how, and operational knowledge.

Achievements resulting from the cooperation between the parties shall be jointly owned. Without prior written consent from one party, the other party shall not disclose or sell the cooperative content or outcomes to any third party.

If a party or its employee breaches this provision, the breaching party shall pay USD 50,000 as liquidated damages to the non-breaching party immediately and unconditionally.

4. General Provisions

4.1 Upon the signing of an updated version of this agreement, the previous version shall automatically become null and void.
4.2 If any provision of this agreement is deemed unenforceable by a court or other legal authority, such unenforceability shall not affect the validity or enforceability of the remaining provisions, provided the core responsibilities and obligations of both parties remain unaffected.



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