2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3.

　　2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2.

　　2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.

　　Article 3 Grant of License

　　3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Equipment with Patent and/or Know-how as well as to use and sell the Contract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output of the Contract Products manufactured by the Buyer shall in no case exceed _______________.

　　3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.

　　(Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.

　　3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior written approval from the Seller.

　　3.4 Territory

　　3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _________________ (country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller.

　　3.4.2 The Seller agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of ________________________ (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to the Seller shall be borne by the Buyer, and the Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.

　　Article 4 Price

　　4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.

　　4.2 The total Contract price, including price of the Equipment, design, Technical Documentation and a license fee in a fixed amount, shall be __________(say _______________________ only).

　　The breakdown price is as follows:

　　The price for Equipment is __________(say _______________________ only).

　　Fee for design is __________(say _______________________ only).

　　Fee for Technical Documentations is __________(say _______________________ only).

　　License fee is __________________(Say: _________________ only)

　　4.2.1 The total Contract price for the Equipment is for delivery CIF_____ Port, and the Technical Documentations is for delivery CIP (by air) ______ Airport. CIF and CIP term shall be interpreted in accordance with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).

　　4.2.2 The total Contract price includes the price for spare parts listed in Appendix 3. However, the total Contract price does not cover the supply of any other spare parts. At the Buyer’s request, the Seller may provide with any other spare parts. A separate agreement shall be signed between the parties.

　　4.2.3 The above price is fixed and firm.

　　4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7.

　　4.4 The total Contract price as well as the Technical Training and Technical Service fee shall not be regarded or in any way be explained or interpreted as covering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract.

　　Article 5 Payment

　　5.1 Down Payment

　　Within ____ ( ) days after signing the Contract, the Buyer shall pay ____ ( ) percent of the total Contract price amounting ____ by T/T to the Seller.

　　......................The Beginning of Option.......................

　　5.2 [Option One: Payment by Sight L/C]

　　The balance of the total Contract price amounting ___ ( says ___ only ) shall be paid by an irrevocable Letter of Credit at sight, issued within ___ ( ) days after signing the Contract by a reputable bank in ___ acceptable to the Seller in favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents till ______(specific expiration date or a specific circumstance for the expiration of the Letter of Credit).

　　5.2.1 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller:

　　(a) Bill of Lading in one (1) original and ___ ( ) copies;

　　(b) Commercial Invoice in one (1) original and ___ ( ) copies;

　　(c) Packing list in one (1) original and ___ ( ) copies;

　　(d) Certificate of Origin in one (1) original and ___ ( ) copies;

　　(e) Insurance Policy in one (1) original and ___ ( ) copies;

　　5.2.2 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller:

　　(a) One (1) copy of the Acceptance Certificate signed by the Buyer as per Article 11.5, or the Seller’s written statement specifying the lapse of more than seven (7) days after the Seller’s notice requesting the Buyer to issue the Acceptance Certificate in accordance with Article 11.5;

　　(b)One ( 1 ) copy of commercial invoice.

　　5.2.3 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller: