Exhibit 10.20
Trademark Transfer Agreement
Party A (Transferor): Eagle (Shanghai) Automotive Technology Co., Ltd.
Unified Social Credit Code: 91310120MA1J0D546Q
Party B (Transferee): Xinghui Automotive Technology (Hainan) Co., Ltd.
Unified Social Credit Code: 91460000MA5TR2L92D
Through equal and voluntary negotiation, and in accordance with the Civil Code of the People’s Republic of China, the Trademark Law of the People’s Republic of China, and relevant regulations, Party A and Party B have entered into this Agreement for the transfer of registered trademarks from Party A to Party B, to be jointly observed.
I. Information on the Proposed Trademarks to Be Transferred
Party A agrees to transfer to Party B the ownership of the trademarks it owns, as detailed in the appendix “Information on the Proposed Trademarks to Be Transferred,” and Party B agrees to accept the ownership of said trademarks. Unless otherwise specified, all references to “trademarks” in this Agreement refer to the trademarks listed in the appendix.
II. Transfer Price and Payment Method
1. Transfer Price
The transfer price for the trademarks is RMB 4,911,438.54 (in words: Four Million Nine Hundred Eleven Thousand Four Hundred Thirty-Eight Yuan and Fifty-Four Fen).
2. Payment Method
Party B shall pay the full transfer price in a single lump sum on or before September 30, 2024.
3. Party A’s Designated Receiving Account:
Account Name: Eagle (Shanghai) Automotive Technology Co., Ltd. Account Number: 121940759110206
Bank: China Merchants Bank Co., Ltd., Shanghai Hongqiao Business District Sub-branch
Party A has not authorized any employee or third party to collect payment; Party B shall bear all losses arising from payments made to accounts other than the designated account, and Party A shall not be held liable.
III. Procedures for Trademark Transfer
1. The trademark transfer procedures shall be handled by Party B, who shall submit all application materials to the Trademark Office within 15 days from the date of signing this Agreement. Party A shall cooperate by providing the relevant documents.
2. All costs and fees required for handling the trademark transfer procedures shall be borne by Party B.
3. If the trademark transfer application is not approved due to reasons attributable to Party B, Party A shall have the right to terminate this Agreement. Upon termination, Party A shall not be required to refund any transfer price already paid, and Party B shall immediately cease using the trademarks. Neither party shall bear any further liability toward the other, except as otherwise specifically provided in this Agreement for special circumstances.
IV. Undertakings and Warranties
Both parties to this Agreement undertake and warrant that:
1. Each party possesses all necessary legal rights and all internal and external approvals, authorizations, and permits required to sign and perform all obligations under this Agreement, including but not limited to approvals from shareholders’ meetings and boards of directors as required by law and the company’s articles of association.
2. All documents and materials submitted by each party are true, complete, and valid.
V. Liability for Breach of Contract
1. Both parties shall strictly comply with their warranties and obligations under this Agreement. Any breach shall constitute a default, and the defaulting party shall pay to the non-defaulting party liquidated damages equal to 20% of the total asset transfer price stipulated herein. If such liquidated damages are insufficient to cover all losses, the defaulting party shall additionally compensate for the actual losses suffered by the non-defaulting party.
2. If Party B delays payment of the trademark transfer price, it shall pay to Party A liquidated damages at the rate of 0.05% (five ten-thousandths) of the overdue amount for each day of delay, while remaining obligated to fulfill the payment obligation. If the delay exceeds 10 days, Party A shall have the right to terminate this Agreement and require Party B to bear the following liabilities for breach:
1. From the date of termination, Party B shall no longer enjoy any rights to the trademarks.
2. If the trademark transfer procedures have already been completed, Party B shall, within 3 working days from the date of termination, submit a trademark transfer application to the Trademark Office to re-transfer the trademarks to Party A, with all costs incurred to be borne by Party B.
3. Party B shall pay Party A liquidated damages equal to 20% of the transfer price. Party A shall have the right to deduct such amount from any payments already made by Party B; if the payments made are insufficient to cover the liquidated damages, Party B shall pay the full shortfall.
23. Party A is obligated to assist Party B in maintaining the trademark registrations. After the completion of the trademark transfer, if third parties file applications for revocation, invalidation, or similar actions against the trademarks, Party A shall make all reasonable efforts, including but not limited to providing evidence of its own use, advertising, sales, awards, etc., and requesting from the original trademark assignor, Isdera AG, evidence of trademark use, advertising, sales, awards, etc., to maintain the validity of the trademark registrations. If the trademarks are revoked or invalidated due to Party A’s failure to perform the aforesaid obligations, Party B shall have the right to claim compensation from Party A, with the compensation amount limited to the trademark transfer price of RMB 4,911,438.54.
VI. Confidentiality Obligations
1. Both parties undertake to keep confidential any documents and materials pertaining to the other party that are learned during the discussion, negotiation, and performance of this Agreement and that are not publicly available (including but not limited to trade secrets, company plans, operational activities, financial information, technical information, business information, and other commercial secrets). Without the prior consent of the party that provided such materials and documents, the other party shall not disclose, in whole or in part, such commercial secrets to any third party.
2. The above confidentiality obligations are perpetual in duration and shall continue to be performed even after the termination or rescission of this Agreement.
VII. Dispute Resolution
Any dispute arising from or in connection with this Agreement shall be resolved through friendly consultation between the parties. If consultation or mediation fails, either party may bring a lawsuit before the competent People’s Court in the place where Party A is domiciled.
VIII. Miscellaneous
1. This Agreement is executed in duplicate, with each party holding one original copy, each having the same legal effect.
2. Matters not covered herein and any amendments hereto shall be agreed upon through supplementary agreements reached after consultation, which shall have the same legal effect as this Agreement.
3. This Agreement includes an appendix: “Information on the Proposed Trademarks to Be Transferred.” The said appendix forms an integral part of this Agreement and has the same legal effect as this Agreement.
4. This Agreement shall become effective upon being signed or sealed by both parties.
(No further text below)
3(This page is the signing page for both parties to the Trademark Transfer Agreement)
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Date of Signing: March 11, 2024
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