Form of trademark license agreement.

SBLAW would like to provide client the form of trademark license agreement for your kind consideration:

TRADEMARK LICENSE AGREEMENT

This AGREEMENT is entered into as of {                           ], by and between [                                ], a corporation organized and existing under the laws of [______       ], having offices at [_____________] (“Licensor”) and [__________], a corporation organized and existing under the laws of [________], having offices at [_______________] ( Licensee”).

WHEREAS, the Licensor is the owner of all right, title and interest in and to the trademarks of which the details are specified in Appendix 1 hereto (the “Trademarks”).

WHEREAS, the Licensee desires to acquire from the Licensor, and the Licensor is willing to grant to the Licensee, the license to use, utilize and/or exploit the Trademarks in the territory of Vietnam for the goods as specified in Appendix 1 hereto (the “Goods”).

NOW, THEREFORE, the Licensor and the Licensee agrees as follows:

1.     Scope of License.

The Licensor hereby grants the Licensee an ____________(exclusive or non-exclusive) license during the term described hereinbelow to use (and to sublicense the use of) the Trademarks within the territory of Vietnam for use on or in connection with the Goods.

2.    Fee of License

The Licensee shall pay the Licensor the sum of ___________(the amount of money shall be specified) as the License fee. Such License fee shall be remitted to the Licensor in the manner of (lump-sum or royalty) payment.

3.    Term.

3.1       The term of the license herein granted shall commence from the date on which it is decided by the National Office of Industrial Property of Vietnam (the “NOIP”) for registration through [_______________] (the date on which both sides wish to terminate the License)

3.2.      Any amendment and extension of this Agreement shall be made by a written agreement duly executed by authorized representatives of the parties hereto.

4.    Warrants and Representations.

The Licensor hereby warrants and represents that it is the sole owner of all right, title and interest in and to the Trademarks in the territory of Vietnam, and that the license granted herein shall not cause any infringement of industrial property rights of any third party in the territory of Vietnam.

5.    Obligations of the Parties.

5.1.      The Licensor agrees:

(i)        To take action it deems appropriate to resolve disputes with third parties if that dispute is caused from the license granted herein; and

(ii)        To take action it deems appropriate against acts of infringement by third parties which may cause damage to the Licensee, provided however, that if the Licensor fails to do so within three (3) months from its receipt of notice of infringement given by the Licensee, the Licensee can itself request the State competent authority to handle that infringement.

5.2       The Licensee agrees:

(i)         To register this Agreement with the relevant State Authority (NOIP)

(ii)        To be inspected by the Licensor in respect of quality of products bearing the Trademarks if so required by the Licensor; and

(iii)       To indicate the Licensor’s name on products or product packages bearing the Trademarks.

6.     Quality/Use of Marks.

The Licensee acknowledges that uniform and high standards of quality and service are necessary to maintain the public image and widespread acceptance associated with the Trademarks. Therefore. the Licensee shall produce only products meeting the quality control and other standards previously maintained by the Licensor and which may he adopted from time to time by the Licensor.

7      Governing Law.

This Agreement shall he governed by and interpreted according to the laws of [_______________________](country). Any dispute, controversy or claim arising out of or pertaining to this Agreement, or breach and termination of this Agreement, shall he settled by bona fide negotiations by the Parties hereto.

8.     Signing Authority.

The parties represent and warrant that their representatives signing this Agreement have full power and authority to sign this Agreement and to bind the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement in______copies, as of the date set forth above.

FOR LICENSOR                                                                                            FOR LICENSEE

By:                                                                                                                     By:

Name:                                                                                                               Name:

Title:                                                                                                                  Title:

Notary Public                                                                                          Notary Public

Appendix