沉浸式翻译

Preamble
前言

This technology license contract (the "Contract") is made on __________________ (the "Effective date") by and between:
本技术许可合同（“合同”）于__________________（“生效日期”）由以下双方签署：

[], a company organized and existing under the laws of the PRC with its principal place of business at [], and with Unified Social Credit Code: [] (the "Licensor"), and
[]，一家根据中华人民共和国法律组织和存在的公司，主要营业地点位于[]，统一社会信用代码：[]（“许可方”），以及

[], a company organized and existing under the laws of the Russian Federation with its registered address at [], Russian Federation and with registration number (OGRN): [] (the "Licensee"),

hereinafter jointly referred to as the "Parties" and separately - a "Party".

WHEREAS, Licensee plans

to design, construct, Start-up, test, modify, operate and maintain the Products (as defined below) production plant on the Territory (as defined below) ("Project"), and

to use and sell the Products produced by the Contract unit (as defined below) within [the Territory]; and

WHEREAS, Licensor

legally owns and has the right to grant technology licenses, provide Technical documentation and Services related to the Licensed technology (as defined below);

is willing to grant technology licenses, provide Technical documentation and Services, warranties and assistance to the Licensee to support the use of the Licensed technology in the Project in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants set forth herein, the Parties hereby agree as follows:

Definitions and interpretation

As used in this Contract, the following terms shall have the following meaning:

"Affiliate" means, with respect to any specified person, any other person that directly, or indirectly, through one or more intermediaries, Controls, is controlled by, or is under common control with such specified person;

"Authorized representative" has the meaning given to it in Article 8.4;

"Business day" means any day when banks are open for business operations in PRC;

"Claim" means any and all losses, damages, liabilities, claims, demands, payments, costs, expenses (including without limitation, costs for litigation or arbitration, legal fees and other costs, if awarded as part of a judgment or arbitral award), damages, fines, penalties, taxes and interest, whether at law, contract, tort, settlement or otherwise, arising out of, or in connection with, this Contract;

"Commissioning" means the trial eeof the Core technology commencing on the Start-up, which is to be performed after the completion of the erection of equipment, installation of required materials, mechanical test and Pre-Commissioning of the Core technology;

"Commissioning completion" means the date when good and stable operation of the Core technology, close to or at the Performance guarantees' parameters for consecutive seven (7) Business days, is completed (or earlier at request of the Licensee);

"Control" (including the terms "controlled by" and "under common control with") shall mean: (i) direct or indirect beneficial ownership of at least fifty percent (50%) (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting share capital (participation interests) in legal entity; or (ii) the possibility of a person to determine the decisions to be made by that legal entity, either directly or indirectly, on the basis of: the constitutional or internal documents of that legal entity, a corporate agreement (shareholders' (participants') agreement) entered into in relation to that legal entity, or any other agreements, or otherwise;

"Confidential information" has the meaning given to it in Article 14.1;

"Contract" means present technology license contract between the Licensor and the Licensee, and the Appendices hereto, as the same may be amended or supplemented by the Parties from time to time in writing;

"Contract price" means the fixed amount which represents the total amount of the License fee, the Engineering fee and the fixed Service fees;

"Contract term" has the meaning given to it in Article 15.2;

"Core technology" [means the Products production units, to which the Licensed technology applies, with the Consumption capacity as per Appendix 5, that allows the unit to meet the Licensed design capacity, to be built on the Territory as part of the Project using the Technical documentation, Licensed technology and the Licensed process].

“Contract unit”/“Plant” means production plant on the Territory, where the Core Technology is to be built. For avoidance of any doubt, Contract unit/Plant includes Core technology, ISBL, OSBL;

"Consumption capacity" means the consumption capacity corresponding to the usage of feed, raw materials, chemicals, utilities, or components required for production of Products as per Appendix 5;

"Defect" means any material error, incompleteness, discrepancy, or omission in any portion of the Work that materially impacts the functionality or performance of the Work, or otherwise any material non-compliance with any key provision of the Contract with respect to the Work;

"Effective date" has the meaning set forth in Article 15.1;

"Engineering fee" has the meaning set forth in Article 5.1;

"Final acceptance" means the Final acceptance of the Core technology by the Licensee by means of signing the certificate of the Final acceptance by the Authorized representatives of the Parties;

"Final investment decision" / "FID" means the final decision of the Licensee that it would like to proceed with implementation of the Project and construction of the Core technology using the Licensed technology. For avoidance of doubt, the implementation of the Project is subject to the positive final investment decision to proceed with the Project using the Licensed technology;

"Force majeure" has the meaning set forth in Article 16.1;

"Infringement claim" has the meaning set forth in Article 10.2;

"Intellectual property" means patents, rights to inventions and utility models or industrial designs, trademarks, copyright and related rights, rights in designs, rights in computer software, database rights, rights in Confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which exist in any part of the world, if any;

"Interim investment decision" / "IID" means the interim decision of the Licensee that it would like to proceed with implementation of the Project and construction of the Core technology using the Licensed technology;

"Improvement" means (i) any new technology, invention (in each case whether registered or not) or know-how relating to; or (ii) any and all new experiences, Improvements, modifications, developments and/or inventions of or relating to the practicing of the Licensed technology, the Licensed process, that appear after the Effective date suitable for commercial use and that can be implemented and practiced in the Core technology, whether patentable or not;

"ISBL" means battery limits of the PDP scope (engineering scope) of the Contract unit as per Appendix 7;

"Licensed activities" means the activities referred to in Article 4 with the ultimate goal of successful finalization of the Project and operation of the plant with the Licensed design capacity;

"Licensed design capacity" means the capacity of the Core Technology to produce amount mentioned in table below, calculated on an [8,000.00] hours/year of operation basis, or such a higher capacity that may be achieved by the Licensee by any means:

"License fee" has the meaning set forth in Article 5.4;

"Licensee group" means the Licensee and its Affiliates, subcontractors, agents and its or their employees, directors, officers, agents and representatives (but excluding Licensor group and its subcontractors);

"Licensee's personnel" means the employees of the Licensee or the Affiliates of the Licensee involved in the execution of the Project and, in particular, the performance of this Contract;

"Licensed process" means the processes legally owned or licensed by the Licensor of Products producing as described in more detail in Appendix 1;

"Licensed technology" means [the Technical documentation, other Intellectual property and information, know-how, design, models, plans, secret formulas, and materials copyright related to the practice of the Licensed process (described in more detail in Appendix 1) that are provided to the Licensee under the Contract];

"Licensor group" means the Licensor and its Affiliates, subcontractors, agents and its or their employees, directors and/or officers, as well as their representatives;

"Licensor's personnel" means the employees of the Licensor, subcontractors of the Licensor or the Affiliates of the Licensor involved in the execution of the Project and, in particular, the performance of this Contract;

"Man-day" a calendar day that includes factual provision of the Services by a Licensor's personnel individual, for the avoidance of doubt, excluding travelling and other time periods which are not directly involve Services provision (this term also applies to man-hours);

"Mechanical completion" means the date when all construction work is finished, all [equipment, wiring, instruments, automation control systems, other necessary ISBL and OSBL facilities] are installed and ready for Pre-Commissioning of which the Licensee notifies the Licensor in accordance with Article 8.2;

"Payment date" means the value date indicated in a SWIFT message (or other accepted means of written interbank payment instructions) with payment instructions (or in the other respective payment document if applicable) for the respective payment.

"PRC" means the People's Republic of China, excluding, for the purposes of this Contract only, the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan.

"Pre-Commissioning" means the test of the mechanical functioning of the equipment and material installed in the Core technology, including, but not limited to, the Proprietary equipment commencing on the Mechanical completion;

"Pre-Commissioning completion" means the date when the Core technology is ready for the Start-up;

"Performance guarantees" means the warranties for the performance of the Licensed technology and the Licensed process in the Core technology specified in Appendix 5 hereto;

"Performance test" means the testing to be performed under the Contract for consecutive 72 (seventy-two) hours with the objective of continuously demonstrating that the Performance guarantees required under the Contract are met. Within Performance test, [插入性能测试时的测试项目]

"Process design package" / "PDP" means the Process design package described in more detail in Appendix 3 with battery limits fixed in Appendix 7;

"Product" means [插入产品名称] to be produced in the Core technology according to parameters as per Appendix 8;

"Project" has the meaning given to it in the preamble to this Contract;

"Proprietary equipment" means equipment within Core technology and additional equipment (including their substitutes which are being developed or will be developed by the Licensor and/or its Affiliates/business partners and which will be commercially available for the Licensee) specified in Appendix 6 that is commercially offered and can be purchased on the free market for use within the scope of the license hereunder and in accordance with the terms set forth in Appendix 6;

"Request for change" has the meaning set forth in Article 7.7;

"Services" has the meaning set forth in Article 7.1;

"Service fees" has the meaning set forth in Article 5.6;

"Services acceptance act" has the meaning set forth in Article 7.4;

"Start-up" [means the date when the first feedstock first time passes through the Core technology];

"Support team" means a team comprised of the members of the Licensor's personnel who will assist and provide relevant Services at the Pre-Commissioning, Start-up, Commissioning and the Performance test;

"Technical documentation" / "TD" means the technical documents for the Contract unit hereto including: (i) PDP specified in Appendix 3; (ii) technology manual, process orientation training manual, the Product training manual, operations training documentation, analytical manual, and typical plant operating procedures, which describe the Licensed technology and ISBL, provided by the Licensor to the Licensee under the Contract; (iii) any and all technical information relating to the Licensed technology and the Licensed process, whether written or oral, including drawings, specifications, manuals, data, instructions and other information (e.g. as per Article 8.6), which the Licensor provides the Licensee during the Contract term;

"TD batch" means any batch of the Technical documentation specified as such in Appendix 3;

"TD batch acceptance act" means the document issued by the Licensor and signed by the Parties to certify the completion of the relevant TD batch;

"TD Defect notice" has the meaning set forth in Article 6.2.2;

"TD Final acceptance act" means the document issued by the Licensor and signed by the Parties to certify the completion of the Technical documentation;

"Territory" has the meaning set forth in Article 4.4;

"USD" means the official currency of the United States of America.

"Work" means the Technical documentation and the Services to be provided by the Licensor pursuant to this Contract up to the two years after the Final acceptance (as per Article 7.8).

In this Contract (unless otherwise provided):

terms importing the singular shall include the plural and vice versa;

references in this Contract to an Article or Appendix are the references to an Article or an Appendix of or to this Contract;

references to an amendment or to an agreement being amended includes a supplement, variation, assignment, novation, restatement or re-enactment made in writing;

references to this Contract or any other document shall be construed as references to this Contract or that other document, as amended, varied or supplemented from time to time;

the headings are inserted for convenience of reference only and shall be ignored in construing this Contract;

any reference to a provision of law, is a reference to that provision as from time to time amended or re-enacted;

a reference to a "person" includes any person, natural or juridical entity, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing and references to a "person" include its successors in title, permitted transferees and permitted assigns;

the words "including" and "in particular" shall have the ancillary meaning and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

Scope of the Contract and Project description

The Licensor provides the following rights, Works and Services to the Licensee with respect to the Contract unit:

the Licensor grants the rights described in Article 4 to carry out the Project, including, the rights to design, construct, test, operate, modify and maintain the Contract unit and make, use and sell the Product manufactured at the Contract unit;

the Licensor provides to the Licensee the Technical documentation according to the Article 6 within the schedule stated in and according to Appendix 3;

the Licensor provides the Licensee with the Services described in Article 7 and as specified in Appendix 4;

the Licensor grants to Licensee and any of its Affiliates an option, as specified in Article 3.2, to purchase commercially available Proprietary equipment sufficient for the Mechanical completion of the Core technology and for use in the Core technology.

With respect to the Proprietary equipment the Licensee has an option:

to purchase the Proprietary equipment directly from the Licensor; and, if the direct supply is impossible for any reason,

to purchase the Proprietary equipment from legal entities designated by the Licensor.

The Licensor's Work for the Project will be carried out in two stages:

the Licensor will prepare and deliver the Technical documentation for the Contract unit after the Effective date within the timeframes set out in Appendix 3 and 5; and

the Licensor will complete and deliver the remainder of the Work after the positive FID date.

The Licensor has the right to engage third parties for performance of the PDP part of the Work.

The Licensee may implement changes and modify the Core technology, the Licensed process and the Product that it produces after the Final acceptance at its own discretion without any limitations, other than the limitations specifically stated herein. Such modifications and changes shall be at the Licensee's own risk, unless expressly stated otherwise in this Contract or any other agreement between the Parties. The modifications before the Final acceptance are subject to the Licensor's approval.

In consideration for the rights granted by Licensor to Licensee, the provision of Technical documentation, Services and other obligations undertaken by Licensor under this Contract, Licensee shall pay Licensor the consideration in the amounts and in the manner specified in Article 5 of the Contract.

Scope of the license

According to the terms and conditions set forth herein, the Licensor hereby grants to the Licensee a exclusive (subject to Article 4.4, 4.5), non-sublicensable license (subject to Articles 4.1.3, 4.2, 14.4) under the Licensed technology and Licensor's Improvements:

to design, construct, test, operate, modify, repair, and maintain the Contract unit;

to use the Licensed technology, Licensed process, Technical documentation, including the right to make copies, translate, modify, adapt, reproduce the Technical documentation or any part thereof (i) for early engineering purposes to the extent necessary for the evaluation of the Core technology so as to decide whether to make the positive Final investment decision or not, and, (ii) if the positive Final investment decision is made, for the purpose of implementation of the Project;

to use and provide, subject to the confidentiality obligations provided under Article 14, without the Licensor's consent to the Licensee's Affiliates and contractors (to the extent permitted by this Contract) the Technical documentation, including the right to make copies, translate, modify, adapt, reproduce the Technical documentation or any part thereof for the purposes of execution of the Project and the Licensee's rights hereunder;

to produce or have produced the Product at the Core technology at the level of Licensed design capacity or higher capacity;

to use or have used (including, using for further processing at the Core technology), sell or have sold (including sell for use), distribute or have distributed and export or have exported the Product produced at the Core technology within [the Territory];

to use and practice Improvements provided by the Licensor (subject to Article 9).

The license provided hereunder in accordance with Article 4.1 (as well as the Licensed activities) also includes:

the right to sub-license the Licensee’s license and rights under this Article 4 to Licensee’s Affiliates;

the right to use in the Contract unit the Proprietary equipment, supplied under the Proprietary equipment supply contract.

For the avoidance of doubt, Licensee receives a exclusive, non-sublicensable license as per Article 4 for the entire period of the licensed Intellectual Property existence upon the first amount of the License fee (in amount as per Article 5.5.1) has been wire-transferred to the Licensor’s bank account.

Territory

The Territory means the territory of the Russian Federation (Russia) including (i) its full or partial successors in accordance with international public law and (ii) any territories (whether legally recognized or not) which may be formed from time to time within the borders of Russia.

For avoidance of any doubt, in Article 4.1 and 4.3 "exclusive" means that Licensor has no right to grant to any person other than the Licensee, unless otherwise is directly stipulated in this Contract, the rights to produce the Products and/or to distribute the Products within the Territory.

Consideration and payment terms

§ 1. Engineering fee

The consideration for the Licensor's Services related to preparation, modification, delivery of and assistance, correction, reissue and consultations with respect to the Technical documentation hereunder as well as for the rights to use such Technical documentation in accordance with the Contract shall be equal to the fixed total amount of [添加金额] USD ("Engineering fee").

The value-added tax (VAT) levied by government of the Russian Federation is not included in the specified sum. The amount of VAT levied by government of the Russian Federation shall be reflected on a separate line on all invoices issued by Licensor and shall be fully borne and paid by the Licensee.

The details of each TD batch is set out in Appendix 3.

The Engineering fee shall be paid by the Licensee to the Licensor in the following manner:

60% of the Engineering fee shall be paid within 10 calendar days, following the Effective date;

30% of the Engineering fee shall be paid within 10 calendar days, following the date of signing a TD Final acceptance act;

10% of the Engineering fee shall be paid within 10 calendar days, following the Final acceptance date.

§ 2. License fee

In consideration of the Licensor's grant of rights and license in accordance with Article 4 the Licensee shall pay the Licensor the fixed total amount of [添加金额] USD ("License fee").

The License fee shall be paid by the Licensee to the Licensor in the following manner:

60% of the License fee shall be paid within 10 calendar days, following the Effective date;

20% of the License fee shall be paid within 10 calendar days, following the positive IID date;

10% of the License fee shall be paid within 10 calendar days, following the positive FID date;

10% of the License fee shall be paid within 10 calendar days, following the Final acceptance date.

§ 3. Service fees

The Parties envisage that with respect to the Licensor's Services performed in accordance with Articles from 7.1.1 to 7.1.5 (the "Service fees") consist of:

the fixed amount of consideration as envisaged in the Appendix 4 (the "fixed Service fees");

the amount determined in accordance with the Man-day rates stated in Appendix 4 (the "reimbursable Service fees").

Subject to Article 5.10, the Licensor may invoice for the Service fees on a monthly basis upon the written application for payment approved by the Licensee in accordance with Articles 5.8 and 5.9.

After the end of each month in which the respective Services have been completely provided, the Licensor shall submit to the Licensee a written application for payment relating to the Service fees. Any application for payment shall:

contain a breakdown into categories (disciplines) of the Services provided, including the number of Man-days (if applicable for calculation of the reimbursable Service fees) spent by each individual involved in performance of the Services; and

be accompanied with the Services acceptance act, to which such payment application relates, signed by the Licensor.

The Licensee shall, within five (5) Business days of receiving an application for payment, either:

approve the application for payment and sign a Services acceptance act; or

reject the application for payment stating the amount it considers to be due and giving reasonable grounds for the rejection, only based on material errors in the application for payment or material failure of the application for payment to comply with the requirements of this Contract.

If an application for payment has been properly rejected by the Licensee, the Licensor shall revise and resubmit its application for payment for approval by the Licensee, and the process set out in Articles 5.8 and 5.9 shall reapply.

In case of improper rejection by the Licensee or improper refusal to deliver a signed Services acceptance act by the Licensee, the Licensor is entitled to issue the invoice for the relevant part of the Service fees to which such Services acceptance act relates.

Subject to compliance by the Licensor with the provisions of Article 5.8, the payments for the Services accepted by the Licensee shall be made no later than on the first business Thursday, following the expiry of 10 (ten) Business days from the date of receipt by the Licensee of the original of the invoice for the amount referred to.

§ 4. Payment procedure and bank details

All amounts payable by the Licensee to the Licensor shall be paid in [USD] by bank transfer to the following account, unless the Licensor notifies the Licensee in writing not later than 5 (five) Business days prior to the relevant due date for payment of change of the Licensor's account details:

bank: []

account no.: []

swift: []

account name: []

All amounts payable by the Licensor to the Licensee shall be paid in [USD] by bank transfer to the following account, unless the Licensee notifies the Licensor in writing not later than 5 (five) Business days prior to the relevant due date for payment of change of the Licensee's account details:

bank: []

account no.: []

swift: []

account name: []

All amounts reimbursable by the Licensor to the Licensee shall be paid within 30 (thirty) Business days from the date of the relevant Licensee’s request accompanied with supporting documentation evidencing the amount of the costs incurred by the Licensee, unless another longer term is specifically stated in such request.

The Licensee shall be entitled to make payments in a different currency only with the prior written consent of the Licensor, provided that the relevant amount in USD shall be converted into the respective currency at the Bank of China's exchange rate on the payment date.

The Licensee shall be entitled to make payments through a third party engaged by the Licensee, provided that prior written consent is obtained from the Licensor. For the avoidance of doubt, the Licensee shall bear full liability for any actions taken by such a third party.

The Licensee shall make all payments under this Contract strictly in accordance with the currency specified in the respective invoice issued by the Licensor and comply with the bank details specified in Article 5.13 of the respective invoice.

The payer shall defray all the banking charges incurred in making the payment. The payee shall defray any banking charge, if requested by the bank, incurred in receiving the payment.

The payment obligations of the Licensee hereunder shall be deemed fulfilled upon the relevant amount being credited to the Licensor's bank account. The payment obligations of the Licensor shall be deemed fulfilled at the moment of debiting the relevant amount from the Licensor's bank account.

Any invoice issued by Licensor under this Contract shall be addressed to:

address: []

attention: []

Any invoice issued by Licensee under this Contract shall be addressed to:

address: []

attention: []

Technical documentation

The Technical documentation will be delivered by the Licensor to the Licensee within the timeframes set out in Appendix 3. The start date for preparation of the Technical documentation as set out in Appendix 3 is the Payment date of the first payment of the Engineering fee stated in the Article 5.3.1.

When the Licensor considers that any TD batch has been completed, the Licensor shall submit it to the Licensee in accordance with Article 6.4 and a TD batch acceptance act signed by the Licensor. A TD batch acceptance act and TD Final acceptance act shall contain a breakdown into categories of the Technical documentation, submitted to the Licensee, as per Appendix 3.

Unless otherwise specified in this Contract, within ten (10) Business days of receipt of the relevant TD batch, the Licensee shall examine it and:

if the TD batch submitted by the Licensor complies with this Contract, the Licensee shall issue to the Licensor the TD batch acceptance act signed and dated by the Licensee, and upon the issue of such TD batch acceptance act the relevant TD batch shall be considered completed for the purposes of this Contract and delivered to the Licensee; or

if the TD batch does not comply with the Contract, issue a notice to the Licensor identifying any inconsistencies of the TD batch with the requirements of this Contract (the "TD Defect notice"); or

If the Licensee fails to issue the acceptance act or a TD Defect Notice within ten (10) Business days, the TD batch shall be deemed accepted and delivered to the Licensee.

If the Licensee issues to the Licensor the TD Defect notice the Licensor shall within thirty (30) Business days from the receipt of such notice eliminate inconsistencies of the TD batch identified by the Licensee and ensure its compliance with the requirements of the Contract, or provide valid reasons against introduction of the amendments to the TD batch for Licensee approval, then Articles 6.2 and 6.3 shall re-apply.

It is specifically agreed between the Parties that all TD batches will only be transferred electronically and no hard copies or electronic data carriers with the TD batches will physically cross the Russian border.

When the Licensor considers that all Technical documentation has been completed and submitted to the Licensee in accordance with the Contract, the Licensor shall submit to the Licensee the TD Final Acceptance Act signed by the Licensor. Within ten (10) Business days from the date the Licensee receives the signed TD Final Acceptance Act from the Licensor, the Licensee shall:

if it considers that all Technical documentation has been completed and submitted to the Licensee in accordance with the Contract, date and sign the TD Final acceptance act and issue it to the Licensor; or

if it determines that any part of the Technical documentation is incomplete, issue a written notice of rejection to the Licensor within the aforementioned ten (10) Business Days. Such notice must: (i) clearly specify the exact deficiencies in the Technical documentation, and (ii) provide detailed instructions for rectification.

Failure by the Licensee to issue the signed TD Final Acceptance Act or a detailed notice of rejection within the ten (10) Business days shall be deemed as acceptance of the Technical documentation, and the TD Final Acceptance Act shall be considered executed as of the eleventh (11th) Business day.

The Licensor shall make best endeavors to ensure that any submitted and/or re-submitted pursuant to Article 6.2 TD batch has no Defects.

Services

The Services, as more specifically described in Appendix 4, include the following:

Licensor's Project management assistance, correction, reissue and consultations with respect to the Technical documentation for the Project prepared by the Licensee or its subcontractors, review of the vendors' proposals with provision of the relevant comments, assistance in Performance test procedure elaboration;

Licensor's remote or on-site supervision and technical assistance by the Licensor's Authorized representatives during construction of the Core technology till the Mechanical completion;

Licensor's Authorized representatives' participation in Pre-Commissioning, Commissioning, Performance tests and acceptance procedures;

Licensor's remote or on-site consultations to the Licensee personnel with respect to the Licensed technology, the Licensed process and the Contract unit in general and regarding its operation procedures, exploitation, utilization, maintenance, etc.; and

additional Services after the Final acceptance, as per Article 7.8.

§ 1. Provision of Services

The Licensor will provide the Project management and technical assistance, supervision, consultations and other Services referred to in Appendix 4. The Project meetings and consulting sessions will be held as per the plan (indicating the dates and the venue) to be mutually agreed upon by the Parties. The meetings, consultations or other Services requiring physical presence of the Licensor's personnel at the site of the plant will be planned by the Parties reasonably in advance (at least fifteen (15) Business days prior to the beginning of the respective meeting, consulting or other Services).

Each of the Licensor and the Licensee shall ensure that their representatives attend such meetings. Each Project meeting shall be closed with the protocol signed by the Authorized representatives of each Party specifying both Parties' requirements, recommendations, deficiencies and necessary corrections (if any).

The Parties shall sign an act of acceptance confirming the completion of respective Services provided by the Licensor in the relevant month in accordance with this Contract (the "Services acceptance act"). Actual period of time specified in a quantity of Man-days (if applicable) spent by Licensor's personnel shall be contained in the time sheets to be presented by Licensor and incorporated into Services acceptance act to be signed by both Parties.

If any Defect is identified by the Licensee in the Services performed hereunder, the Licensee shall promptly inform the Licensor thereof in writing, providing reasonable and detailed evidence of such Defect. The Licensor shall use commercially reasonable efforts to correct, improve, or re-perform the service to bring it in compliance with the requirements of this Contract within thirty (30) Business days from receipt of the relevant Licensee's notice or any other period mutually agreed by the Parties in writing.

Should the Licensor fail to correct the Defect within thirty (30) Business days from the date of receipt of the relevant notice from the Licensee, or should the relevant Services as re-performed by the Licensor still have Defect(s), the Licensee shall provide the Licensor with an additional written notice allowing at least fifteen (30) Business days for remedial action. If the Defect(s) remain uncorrected after the expiration of this additional period, the Licensee may, upon obtaining the Licensor's prior written consent, cause such Defective Services to be corrected by third Parties. The costs incurred by the Licensee for such correction shall be reasonable, properly documented, and subject to the Licensor’s review and approval prior to reimbursement, in accordance with Article 5.14. Under no circumstances shall the Licensor’s total liability for Defects exceed the fees paid by the Licensee for the specific Services in question.

The Licensee shall have the right to change the scope of Work or Services required for the Project at any time during the Contract term in its sole discretion by means of sending a respective request to the Licensor (the "Request for change"). The Licensor shall comply with the Request for change within the terms stated therein provided that the Request for change is reasonable and is not beyond the Licensor’s capacities at the moment of the Request for change. If the Request for change is for additional Works or Services to be provided by the Licensor to the Licensee, the Licensor shall provide such Works or Services within the terms agreed by the Parties and the cost of such Works or Services shall be the same as the cost of the Services set out in Appendix 4 (to the extent applicable).

After the Final Acceptance, any Services provided by the Licensor at the Licensee's request with respect to the Core Technology, including but not limited to investigation, design and modification, clarification regarding Licensed Technology, Licensed Activities, Proprietary Equipment, technical support, and assistance for the stable operation and maintenance of the Core Technology and the Plant, shall be provided on a reimbursable basis at the costs set out in Appendix 4 (to the extent applicable).

§ 2. Secondment

The Licensor will offer (or ensure its Affiliate to offer) the Licensee an opportunity of secondment of the Licensee's employees to an operational plant of the Licensor (or other relevant persons) utilizing the Licensed technology. The Licensor shall provide reasonable assistance to the Licensee in arranging visas and work permits (if applicable), if required by the Licensee for the purpose of conducting the secondment. The Licensee shall obtain and shall be responsible for bearing all relevant costs, for all visas, work permits and other documents required by Chinese law for the Licensee's personnel. Licensor is entitled to charge the Licensee the relevant fees agreed by the Parties during the Secondment processes.

§ 3. Personnel

The Licensor must employ only personnel who are properly trained, qualified, skilled and experienced in their respective field to provide the Work in accordance with the Contract.

The members of the Licensor's Support team shall be agreed by the Parties at least thirty (30) Business days before the scheduled Start-up.

If either Party intends to substitute or replace any member(s) of the Licensor's personnel, both Parties shall engage in mutual consultation and agree on the details in writing before such substitution or replacement is implemented.

The Licensor shall obtain and shall be responsible for bearing all relevant costs, for all visas, work permits and other documents required by the applicable law for the Licensor's personnel in order to conduct the Work hereunder. The Licensee shall provide reasonable assistance to the Licensor in arranging Russian visas and work permits, if required by the Licensor for the purpose of conducting the Work.

§ 4. Communication

Communication between the Parties relating to the Project and this Contract shall be in English. Unless expressly stated otherwise, all Technical documentation, documents, instructions and assistance will be in English.

Since the consultations and communication of the Parties' personnel during the Pre-Commissioning, Start-up, Commissioning and the Performance test will be in English, each Party shall ensure the following:

all members of the Support team and the members of the Licensor's personnel providing consultations, lectures or any other type of communication to the Licensee's personnel must have good command of English (at least upper intermediate level). If the mentioned persons lack of such qualification the Licensor shall at its own cost and expense provide a translator into English during the Pre-Commissioning, Start-up, Commissioning and the Performance test; and

the Licensee's personnel involved in the Commissioning and the Performance test as well as those who receive consultations under this Contract must understand the English language. If required in the Licensee's opinion and subject to Article 7.15.1, the Licensee may provide translators from English into Russian at its own expense.

The Licensor's duty to provide the Services under this Contract is contingent on the Licensee timely and completely performing its own obligations in respect of providing to the Licensor the Services, information or materials expressly stated herein that are necessary for the Services. The Licensor may delay performance of the Services under this Contract until necessary Services, information, or materials are provided, without incurring liability.

Project implementation and Performance tests

The Licensee shall give the Licensor notice of the positive or negative IID date before FID.

The Licensee shall give the Licensor notice of the positive or negative FID date before [start of construction on the Core technology].

The Licensee shall give the Licensor notice of the Mechanical completion date before start of Pre-Commissioning within 15 (fifteen) Business days in advance.

Each Party will appoint a team to manage its responsibilities hereunder and will notify the other Party about the name and contact information of its own team members.

Each Party shall appoint at least one Authorized representative who shall deal with all technical matters through mutual consultation in connection with the Core technology during the period from the Mechanical completion until the Final acceptance and shall be authorized to sign all necessary documents (including, reports, acts, certificates) on behalf of the relevant Party (the "Authorized representative").

The Licensor shall be entitled to subcontract all or any portion of the Work, provided that the Licensor gives the Licensee notice of such subcontracting at least fifteen (15) Business days in advance.

The Project milestones such as the Pre-Commissioning, Commissioning, Start-up and Performance test of the Core technology can be carried out by the Licensee with the technical supervision and instruction of the Licensor's Support team.

the Support team shall explain in detail the requirements for the Pre-Commissioning, Commissioning, Start-up and the Performance test to the Licensee's personnel.

The date of each of the aforementioned milestones and the procedures connected with the milestones shall be determined by the Parties through consultation. Both Parties shall develop the detailed execution plan, execution method statement and execution procedures for the Pre-Commissioning, Start-up and Commissioning, which shall be confirmed in writing by both Parties. Should the Parties fail to agree on and confirm the detailed execution plan, execution method statement and execution procedures for the abovementioned milestones within fifteen (15) Business days, the Licensor has the right to confirm them unilaterally.

During the Commissioning and the Performance test, the Licensee shall prepare and make available sufficient maintenance, laboratory and testing/analysis facilities and skilled personnel for operation, maintenance and testing/ analysis as well as the raw materials, auxiliary materials, and utilities as per the requirements which are specified in Appendix 5.

The Licensee shall as promptly as reasonably practicable observe and implement all reasonable and practicable comments, advice and instructions given by the Licensor's Support team and accepted by the Licensee under this Contract (including without limitation, the comments, advice and instructions of the Support team).

§ 1. Performance test procedure

After the Commissioning completion, when the Core technology reached stable operation close to or at the Performance guarantees' parameters, upon thirty (30) Business days prior written notice of the Licensee to the Licensor the Performance test shall be commenced and carried out for consecutive 72 (seventy two) hours operation and in accordance with the procedure set out below.

In case when the Core technology is a part of the complex facility being one of the consecutive production units in the chain (when each unit manufactures a product which is than to be used as feedstock for manufacturing of a next product), the Performance test must be commenced only when all units in the chain of production reached stable operation close to or at the Performance guarantees' parameters.

The result of each Performance test shall be recorded and the report of each Performance test shall be confirmed and signed by the Authorized representatives of the Licensor and the Licensee within three (3) Business days after the completion of each Performance test.

Should the Core technology fail to achieve the Performance guarantees during any Performance test wholly or partially, both Parties shall conduct a mutual investigation into the cause of such failure and determine the corrective measures to be taken. A detailed record of the investigation shall be signed by both Parties' Authorized representatives. As soon as possible (however, in no case later than fifteen (15) Business days) after completion of such corrective measures, a subsequent Performance test shall be conducted by the Parties.

In such case the Licensor shall provide on a reimbursable basis, as per Appendix 4, technical support and assistance with respect to the Core technology including but not limited to the following: investigation and consultations, design and modification, clarification regarding Licensed technology, Licensed activities, Proprietary equipment with the goal of achieving of the Performance guarantees.

If all the Performance guarantees are fulfilled during the Performance test, the Authorized representatives of both Parties shall sign the certificate of the Final acceptance within five (5) Business days from the date of completion of the Performance test (i.e. the date when the Parties receive the results on all the Performance guarantees) and the Final acceptance shall be deemed to have occurred. The certificate of the Final acceptance shall be signed in quadruplicate, two copies for each Party.

Improvements

The Licensee may, after the Final acceptance of the Core technology, make changes, introduce Improvements, or modify the Core technology, the Licensed process, and the Products it produces, provided that prior notice is given to the Licensor.

The Parties may, annually (upon relevant request), exchange information on Improvements they own or have a legal right to license and disclose.

The Licensor may annually invite the Licensee to participate in Improvement exchange meetings at a location selected by the Licensor. The Licensor may determine whether these meetings are conducted individually or as group meetings with other Licensees of the Licensed technology, or both.

Unless otherwise agreed, ownership of an Improvement shall belong exclusively to the Party that predominantly contributed to its creation, and that Party shall have the right to decide whether to register the Improvement as its Intellectual Property. If neither Party contributed substantially more than the other, the Improvement shall be jointly owned by the Parties (Co-Improvement).

If there is a dispute between the Parties as to contribution in creation of Improvement, the Parties shall discuss in good faith for a period of fifteen (15) Business days in order to reach mutually acceptable solution. If the Parties fail to reach an agreement within fifteen (15) Business days, the matter shall be discussed between senior management of the Parties for additional fifteen (15) Business days in an effort to reach mutually acceptable resolution. In case no agreement is met the Parties can use the arbitration procedure as per Articles from 17.3 to 17.12.

If the Licensor is the owner of or has a legal right to license the Improvement, the Licensee shall pay a fee to obtain a license for the Improvement. The specific fee and related terms shall be mutually agreed upon by the Parties.
如果许可方是改进的所有者或有合法权利许可该改进，许可方应支付费用以获得该改进的许可。具体费用和相关条款应由双方共同商定。

If Licensee is the owner of or has a legal right to license the Improvement, it grants Licensor an exclusive, worldwide, royalty-free, perpetual and irrevocable license to practice such Improvement.
如果被许可方是改进的所有者或拥有合法的许可权，则其授予许可方一个独占的、全球范围内的、免版税的、永久的和不可撤销的许可，以实施该改进。

IP representations, warranties and indemnity
知识产权的陈述、保证和赔偿

The Licensor represents and warrants that the Licensor is the owner of the Licensed technology, the Licensed process, controls them and/or has the right to grant the Intellectual property rights and license to the Licensee pursuant to the Contract.
许可方声明并保证，许可方是许可技术和许可工艺的所有者，控制它们并/或有权根据合同向被许可方授予知识产权和许可。

If the Licensee receives any notice or Claim from any third Party alleging that any of the following:
如果被许可方收到任何第三方的通知或索赔，声称以下任何事项：

design, construction, modification, maintenance and operation of the Contract unit by the Licensee or any of its Affiliates using the Licensed process, Licensed technology, the Technical documentation as applicable; and/or
许可方或其任何关联公司使用许可的工艺、许可的技术、适用的技术文档对合同单位的设计、建造、修改、维护和操作；以及/或

the manufacture, use, sale or export of the Products produced at the Contract unit by the Licensee or any of its Affiliates using the Licensed process, as applicable,
由被许可方或其任何关联方使用许可工艺在合同单位生产的产品的制造、使用、销售或出口，视情况而定，

infringes any third Parties' Intellectual property ("Infringement claim"), then:
侵犯任何第三方的知识产权（“侵权索赔”），则：

the Licensee will promptly notify the Licensor thereof in writing and provide to the Licensor the copy of the relevant Infringement claim and any other details;
被许可方将及时以书面形式通知许可方，并向许可方提供相关侵权索赔的副本及其他细节；

the Licensee will provide any and all assistance requested by the Licensor in responding to any such Infringement claim;
被许可方将提供许可方在回应任何此类侵权索赔时所请求的任何和所有协助；

the Licensor will have sole charge and direction of the defense against the Infringement claim, at no cost to the Licensee;
许可方将独自负责对侵权索赔的辩护，且不向被许可方收取任何费用；

the Licensee shall not respond to the Infringement Claim in any manner without prior instructions from the Licensor.
被许可方在未获得许可方的事先指示之前，不得以任何方式对侵权索赔作出回应。

General representations and warranties
一般陈述和保证

§ 1. Performance warranties
§ 1. 性能保证

The Licensor warrants to the Licensee the achievement by the Core technology of the Performance guarantees subject to the conditions in this Contract.
许可方向被许可方保证核心技术在本合同条件下实现性能保证。

If the Performance guarantees are not achieved (for example, due to the Defect), the Licensor warrants to the Licensee that it will take proper measures so as to enable the Core technology to meet the Performance guarantees.
如果未能实现性能保证（例如，由于缺陷），许可方向被许可方保证将采取适当措施，以使核心技术能够满足性能保证。

§ 2. Other representations and warranties
§ 2. 其他陈述和保证

The Licensee represents and warrants that all applicable consents and approvals of the governmental authorities and corporate bodies in relation to entry into and execution of this Contract have been duly obtained by the Licensee prior to the Effective date.
被许可方声明并保证，在生效日期之前，所有与本合同的签署和执行相关的政府机关和公司机构的适用同意和批准均已由被许可方妥善获得。

The Licensor represents and warrants that the Technical documentation will be designed in compliance with standards referred to in Appendix 2 on the date of signing of the relevant TD batch acceptance act.
许可方声明并保证，技术文档将在相关技术文档批次验收协议签署之日按照附录 2 中提到的标准进行设计。

Liability and indemnity
责任和赔偿

Articles 10 and 11 contain representations and warranties provided by both Parties under this Contract. They replace all prior discussions of the Parties regarding such representations and warranties.

The Licensee shall, at its expense, obtain workmen's compensation insurance to the extent required by applicable laws to cover Claims by Licensee's personnel as a result of or in connection with the performance of this Contract.

The Licensee will indemnify, defend and hold Licensor harmless from all Claims or liability for personal injury (bodily injury, sickness, disease or death) or property loss or damage sustained by the Licensee group, that arise from this Contract or from the activities of the Parties under this Contract.

The Licensee controls the Project and the Core technology, and, except for gross negligence or willful misconduct by the Licensor group, the Licensee is responsible for the safety of the Contract unit and the operating conditions and procedures which the Licensee uses and the Products which the Licensee makes.

Licensor's total liability with respect to this Contract and all subject matter related to this Contract will not exceed, in the aggregate 20% of the Contract price.

Neither Party will be liable to the other Party for lost profits, loss of anticipated profits, loss of materials, loss of use, loss of production, or for incidental, indirect, special, consequential, exemplary, or punitive damages arising out of, or related to, this Contract.

Delayed payment interest

In the event that Licensee fails to pay any required fees within ten (10) Business days from the deadline set forth in Article 5, the Licensee at the Licensor’s request shall be liable to Licensor for liquidated damages in amount of 0.05% of the payable amount for each calendar day of delay.

Confidentiality

Confidential information, as such term is used in this Contract, shall mean

any and all business, technical, regulatory and any other confidential or proprietary information or materials prepared by a Party, its employees, its Affiliates or its representatives,

related to the Licensed technology (including information or data pertaining to the engineering, design, manufacture, construction, operation, testing, modification and maintenance used in the operation of the Contract unit or manufacturing of the Products at the Core technology),

as well as information related to this Contract (including its body and Appendices) and the Project, and

which is disclosed directly or indirectly by the Licensor group to the Licensee group or disclosed directly or indirectly by the Licensee group to the Licensor group during the Contract term, whether in written, electronic, or other tangible or intangible form, in each case expressly designated in writing, orally or otherwise as "confidential", including, specifically:

trade secrets, know-how, unpatented and unpatentable inventions and ideas and summaries thereof;

designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, that contain or otherwise reflect, in whole or in part, of any of the foregoing; and

all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials prepared by or for a Party that contain, or otherwise reflect any of the foregoing in whole or in part; and

which is not available to the public, but excluding the following information:

information which prior to the disclosure to the respective person was already in lawful possession of that person, free of restrictions on disclosure and use, and was not obtained directly or indirectly from the Disclosing party; or

information which the respective person obtained, free of restrictions on disclosure and use, from third Parties who did not acquire said information directly or indirectly from the Disclosing party; or

information which is or hereafter becomes generally available to the public through no act or omission of the Receiving party.

Except as permitted under this Contract or authorized in writing by the other Party, a Party (the "Receiving party") that receives the Confidential information of the other Party (the "Disclosing party") under this Contract will:

hold the Confidential information in confidence and not disclose it to third Parties or include it in any presentation or publication, or otherwise make it available to third Parties, except as expressly permitted under this Contract;

use the Confidential information only as expressly permitted under this Contract;

limit access to the Confidential information to the persons who need such access for the purposes of this Contract.

The Receiving party may disclose the Confidential information when required by operation of law, regulation or court or governmental authority order. The Receiving party must give the Disclosing party reasonable advance notice of the impending disclosure and use reasonable efforts, in cooperation with the Disclosing party, to obtain confidential treatment for the Confidential information.

The Licensee may disclose the Licensor's Confidential information to the Licensee group and its engineering and construction contractors, customs representatives, raw material suppliers, banks, financial institutions, equipment suppliers, installers, legal counsels and financiers to the extent necessary to practice the rights and obligations hereunder. The Licensee shall ensure that the persons who receive access to the Licensor's Confidential information in accordance with this Article 14.4 enter into a confidentiality undertaking on the terms and conditions substantially in the form contained in this Article 14 either with (i) the Licensee or (ii) with the Licensor.

The Licensor may disclose the Licensee's Confidential information to the members of the Licensor group as necessary to perform the Licensor's obligations and exercise the Licensor's rights under this Contract. The Licensor may further use the Licensee's Confidential information for statistical and process modelling purposes and to guide technology development, as long as the Licensee's Confidential information cannot reasonably be discerned in the resulting statistics, models or technology that is disclosed publicly.

Confidentiality obligations under this Article 14 shall be in force for a period of 15 (fifteen) years from the Effective date. The confidentiality period for the Improvements disclosed by either Party to the other Party shall be fifteen (15) years from the date of disclosure. For the avoidance of any doubt, such confidentiality obligations shall survive after expiration or termination of the Contract and shall remain valid within the period stated in this Article 14.6.

Term, suspension and termination

This Contract shall become effective upon execution hereof by the respective authorized signatories of the Parties. The date of the execution stated on the cover page of the Contract shall be the Effective date of the Contract (the "Effective date").

This Contract shall remain in force within ten (10) years following the Effective date (the "Contract term"), unless terminated pursuant to the provisions hereof. The rights granted under Article 4 as well as all other provisions related to them, shall survive the expiration of the Contract term, these rights are irrevocable, and shall apply for the life of the Contract unit.

The Licensor shall have the right to terminate this Contract if the Licensee:

defaults its payment obligations under this Contract within one (1) month after it is due; or

commits a breach of confidentiality obligation set out in Article 14.4; or

becomes insolvent in accordance with the laws of its jurisdiction of incorporation.

This Contract may be terminated upon mutual written agreement of the Parties.

Any early termination of this Contract shall not relieve the Parties of any obligations arising before the termination.

In the event that the Licensee intends to continuously obtain the Services and support from the Licensor in connection with the operation and maintenance of the Contract unit after the expiration of the Contract term or termination of the Contract, the Parties may negotiate and conclude a separate agreement.

The following Articles of this Contract will survive regardless of expiration or termination of this Contract: (i) Article 2 (definitions and interpretation), Article 4 (scope of license); (ii) Articles 10 (IP representations, warranties and indemnity), 11 (general representations and warranties) and 12 (liability and indemnity), as long as any Contract unit exists and until the final resolution of any Claim or litigation that is subject to its terms; and (iii) Articles 14 (confidentiality), 15 (term, suspension and termination), 17 (governing law and dispute resolution), 18 (taxes and duties), 20 (notices), 21 (miscellaneous); (iv) and any provisions of the Contract, which expressly or due to their nature shall survive expiry of the term and termination of this Contract for any reasons, and will continue indefinitely, except as expressly stated therein.

Force majeure

Force majeure is defined as any act or event which is reasonably unforeseeable and unavoidable and which is beyond the control of the affected Party, and which prevents partial or total performance of the Contract by either Party, including, without limitation, earthquake, typhoon, flood, or other acts of nature, fire, war (excluding the warlike operations in Ukraine at the current state of the Effective date), riots, terrorism, epidemic, governmental orders, acts, laws, regulations or any other unforeseeable act or event which is generally accepted as Force majeure in international commercial practice. Other events, including, non-performance by subcontractors and unavailability of fund to provide payment of a Party shall not be considered as a Force majeure event.

No failure or omission by the Licensor or the Licensee or their respective Affiliates in the performance of their obligations pursuant to this Contract shall be deemed a breach of this Contract if it is caused by an event of Force majeure.

The Party which performance is prevented by Force majeure shall notify the other Party of during five (5) Business days from the occurrence of Force majeure by facsimile or email, and shall confirm by express mail. The notice shall consist of the detailed description of the Force majeure event, including documentary evidence issued by government authorities or judicial authorities or any other competent authorities, explaining the reason for its inability to perform, expected affective time, and suggested resolution including propositions to mitigate possible damages.

The affected Party shall notify the other Party by facsimile or email about the end or cease of Force majeure as soon as possible, and shall confirm by express mail. After the end or cease of the Force majeure, both Parties shall continue the execution of the Contract in accordance with its requirements.

During the Force majeure period, the Party affected by Force majeure shall take reasonable commercial steps to control the impact of the Force majeure on the other Party to the possible minimum level.

In the event of Force majeure,

the time for the performance of the obligations which implementation was prevented by Force majeure shall be extended by a period equivalent to the respective time of the Force majeure;

neither Party shall have the right to claim from the other Party any loss and damage sustained due to the case of Force majeure, provided that the Party claiming the occurrence of the Force majeure complies with the notification procedure stated in Article 16.3.

Should the case of Force majeure last longer than four (4) months, the further execution of this Contract shall be discussed amicably between the Parties.

If within twelve (12) months after any Party notifies the other Party of Force majeure in accordance with Article 16.3, (i) Force majeure is continuing; (ii) the Parties agree that due to the Force majeure event the Project is unlikely to continue with full participation of both Parties, and (iii) the Start-up has not occurred, then the Parties may agree to terminate the Contract.

Governing law and dispute resolution

The formation of this Contract, its existence, validity or termination, interpretation, execution, and settlement of any disputes arising hereunder shall be governed by and construed in accordance with the laws of PRC without regard to its laws relating to conflict of laws.

In the event a dispute arises from or in connection with this Contract, the Parties shall attempt in the first instance to resolve such dispute amicably through friendly consultation between the Parties. The claiming Party shall promptly notify the other Party in a dated notice that a dispute has arisen and describe the nature of the dispute.

If no settlement can be reached through such consultation within thirty (30) Business days after the date of such notice of dispute, any dispute, controversy, difference or claim arising out of or relating to this Contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved at the choice of the plaintiff by:

arbitration administered by the Hong Kong International Arbitration Centre (HKIAC); or

arbitration administered by Shenzhen Court of International Arbitration (SCIA).

in accordance with the Rules of the chosen arbitration institution in effect on the date of filing the lawsuit or the date of the Notice of Arbitration.

From the beginning of the arbitration and until its termination (the final decision or ruling of the arbitration court), any other dispute covered by this Contract is subject to consideration in the same arbitration institution in which the original dispute is being considered.

Parties to this Contract agree that documents and other materials related to arbitration may be sent to the following addresses:

Licensor: []

Licensee:[]

The dispute shall be resolved by a sole arbitrator appointed where the amount claimed (including the value of any assets claimed) does not exceed five hundred thousand (500 000) USD.

The number of arbitrators shall be three appointed where the amount claimed (including the value of any assets claimed), exceeds five hundred thousand (500 000) USD.

For the purposes of this Article, the amount claimed shall be as defined in the claimant’s statement of claim without regard to any possible subsequent amendments thereto.

The seat of arbitration shall be Hong Kong or Shenzhen, depending on the arbitration institution chosen according to Article 17.3 above.

The language to be used in the arbitral proceedings shall be English. Each Party shall submit documents in English. Documents submitted in a language other than English shall be translated into English at the expense of the Party submitting the documents. Each Party shall have the right, at its sole cost and expense, to have an interpreter attend the arbitration hearings if it so chooses.

An arbitral award shall be final, binding upon the Parties and not subject to set aside proceedings. The arbitrators' awards shall be consistent with the limitations of liability and other terms and conditions set out in the Contract, to the extent permitted by PRC law.

The arbitration fee as well as any other expenses in connection with such proceedings, including any attorneys' fees shall be borne by the losing Party.

During the period when a dispute is being resolved, the Parties shall continue to perform the provisions of this Contract except for the matters in dispute.

Taxes and duties
税收和关税

If Licensee shall be required by the laws of the Russian Federation to withhold or deduct any taxes from or in respect of any sum payable under this Contract to Licensor, then (a) the sum payable to Licensor, shall be increased as may be necessary so that, after making all required withholding or deductions, Licensor receives an amount equal to the sum it would have received if no such withholding or deductions had been made, (b) Licensee shall make such withholding or deductions, and (c) Licensee shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.
如果被许可方根据俄罗斯联邦的法律被要求从本合同下应支付给许可方的任何款项中扣留或扣除任何税款，则(a) 应支付给许可方的款项应增加至必要的金额，以便在进行所有必要的扣留或扣除后，许可方收到的金额等于如果没有进行任何扣留或扣除时应收到的金额，(b) 被许可方应进行该等扣留或扣除，(c) 被许可方应根据适用法律将扣留或扣除的全部金额支付给相关税务机关或其他机关。

All taxes and duties in connection with the signing and performance of the Contract, levied by relevant authority of PRC, including but not limited to customs duties, (enterprise) income tax, sales tax, value-added tax etc., shall be borne and paid by the Licensor.
与合同的签署和履行相关的所有税费和关税，由中华人民共和国相关机关征收，包括但不限于关税、（企业）所得税、销售税、增值税等，均由许可方承担和支付。

All taxes and duties in connection with the signing and performance of the Contract, levied by relevant authority of countries or regions other than PRC, including but not limited to customs duties, income tax, sales tax, value-added tax etc., shall be borne and paid by the Licensee.
与合同的签署和履行相关的所有税费和关税，由中华人民共和国以外的国家或地区的相关主管机关征收，包括但不限于关税、所得税、销售税、增值税等，均由被许可方承担和支付。

The taxes and duties related to the purchase of the Proprietary equipment shall be specified under the separate Proprietary equipment supply contract, and will not be stipulated in this Contract.
与专有设备购买相关的税费应在单独的专有设备供应合同中规定，而不会在本合同中列明。

Assignability and transfer
可转让性和转让

No assignment, novation or transfer of any right or obligation under this Contract shall be made by either Party to a third Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
在未经另一方事先书面同意的情况下，任何一方不得将本合同项下的任何权利或义务的转让、变更或转移给第三方，且该同意不得无理拒绝。

For avoidance of doubt, either Party bears full responsibility for actions and results of actions for all third Parties is assigns its obligations to under the Contract as if they were its own.
为避免疑义，任何一方对其为合同下的所有第三方所采取的行动及其结果承担全部责任，仿佛这些义务是其自身的。

Notices
通知

The addresses of the Parties hereto are:
本协议各方的地址为：

Licensor:
许可方：

address: []
地址: []

attention: []
注意: []

phone / fax: []
电话 / 传真: []

email: []
电子邮件: []

Licensee:
被许可方：

address: []
地址: []

attention:[]
注意：[]

phone / fax:[]
电话 / 传真:[]

email:[]
电子邮件:[]

Either Party shall have the right to change its address or to add a nominated representative to whom notices shall be addressed or copied from time to time by notice in writing delivered or sent by registered mail to the other Party at the address in force hereunder.
任一方有权更改其地址或增加指定代表，通知应通过书面通知送达或以挂号邮件发送至另一方在本协议下有效的地址。

All notices given to the Parties pursuant to this Contract shall be delivered by personal delivery, courier, electronic mail, fax or prepaid registered mail. Notices by electronic mail or facsimile shall be followed by a confirmation letter delivered in accordance with this Article 20.3. Such notices will be considered to have been delivered upon actual receipt at the applicable notice address by an addressee of the Receiving party determined in accordance with Article 20.1. The Receiving party shall promptly acknowledge the receipt of such notices.
根据本合同向各方发出的所有通知应通过个人递送、快递、电子邮件、传真或预付挂号邮件送达。通过电子邮件或传真发送的通知应随后由根据本条款 20.3 送达的确认信函进行确认。此类通知在接收方根据条款 20.1 确定的适用通知地址由接收方的收件人实际收到时将被视为已送达。接收方应及时确认收到此类通知。

Miscellaneous
杂项

§ 1. Language
§ 1. 语言

This Contract shall be executed in English. All documents, communications and correspondence under this Contract and Appendices shall be in English.
本合同应以英语执行。本合同及附录下的所有文件、通信和信函应以英语进行。

§ 2. No agency/partnership
§ 2. 无代理/合伙关系

Licensor and Licensee are independent of one another Parties. This Contract does not make either Party the partner, employee, or agent of the other Party, nor does either Party have the authority to bind the other in any respect, it being intended that each will remain as an independent contractor responsible for its own actions. Under no circumstances Party may create on behalf of the other Party (or hold itself out to third person as being able to create) any binding obligation without the prior written consent of the other.
许可方和被许可方是彼此独立的当事方。本合同不使任何一方成为另一方的合作伙伴、员工或代理人，也不赋予任何一方以任何方面约束另一方的权力，意在使每一方保持独立承包商的身份，对其自身行为负责。在任何情况下，任何一方不得代表另一方创建（或向第三方声称能够创建）任何具有约束力的义务，除非事先获得另一方的书面同意。

§ 3. Waiver
§ 3. 放弃

No delay or failure by either Party to exercise any of its powers, rights or remedies under this Contract shall operate as a waiver of any of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other. Any waiver by any Party of any provisions of this Contract shall not be construed as a waiver of any other provision of this Contract, nor shall such waiver be construed as a waiver of such provision with respect to any other event or circumstances, whether past, present or future.

Any waiver of rights under this Contract must be in writing and must be signed by a waiving Party. The waiver by either Party of any breach of any provisions of this Contract shall not be construed as a waiver of any subsequent breach of such provision or a waiver of the provision itself.
本合同下的任何权利放弃必须以书面形式进行，并且必须由放弃方签署。任何一方对本合同任何条款的违反的放弃不应被解释为对该条款后续违反的放弃或对该条款本身的放弃。

§ 4. Severability
§ 4. 可分割性

The illegality, invalidity or unenforceability of any provisions of this Contract shall not impair, invalidate, or affect the other provisions of this Contract. The Parties will in good faith negotiate a replacement provision for a provision found invalid or unenforceable to preserve insofar as may be feasible the rights and obligations contemplated.
本合同任何条款的非法性、无效性或不可执行性不应损害、使无效或影响本合同的其他条款。各方将本着善意协商的原则，为被认定为无效或不可执行的条款协商替代条款，以尽可能保留所设想的权利和义务。

§ 5. Entire agreement
§ 5. 完整协议

The Appendices hereto and this Contract shall have the same effect but in the event of any conflict between the Appendices and this Contract, the provisions of this Contract shall prevail.

Any change or amendment hereof shall be signed by the authorized signatories from both Parties, and shall be an integral part of this Contract.

Except as expressly stated in this Contract, the Contract does not provide rights enforceable by third Parties.
除本合同明确规定外，本合同不提供第三方可强制执行的权利。

This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous oral or written agreements, contracts, letters of intent, undertakings and communications between the Parties in respect of the subject matter of this Contract.
本合同构成双方就本合同标的事项达成的完整协议，并取代双方在本合同标的事项上之前所有的口头或书面协议、合同、意向书、承诺和沟通。

In witness whereof, the Parties have caused this Contract to be executed in two originals by their signatories, duly authorized hereunto, on the date first above written.
为此，各方已使本合同由其签署人以两份原件签署，签署人已被正式授权，日期如上所述。

Licensee:

[]

title: []

by: []

Licensor:

[]

title: []

by: []

No.	Before FID	Note	Service fee


No.	After FID	Note	Service fee

Position	Name of equipment	Model of equipment	Supply basis (Incoterms)	Producer	Amount of equipment	Price of equipment	Comments