Article 8 Royalties
In consideration of the rights and license granted herein and the use of the Technical Information furnished hereunder, UCNWI shall pay to UCKN the running royalty equal to two percent (2%) of the Net Sales.
Article 9 Payment
9.1 UCNWI shall submit to UCKN a report showing the total Net Sales and the royalty payable on such Net Sales twice a year on every last day of June and December for the preceding six months period and shall pay to UCKN within thirty (30) days after each day of such submission.
9.2 All payments to be made by UCNWI to UCKN hereunder shall be in U.S. dollars, and the exchange rate of Indonesian Rupiah into U.S. dollar shall be based on TTS rate published on the date when payment is to be made.
9.3 UCKN shall bear the tax to be levied on the income of UCKN obtained hereunder pursuant to the laws of the Republic of Indonesia. In the event that UCNWI deducts such tax from the payments hereunder to UCKN, UCNWI shall send to UCKN, without delay, copy of tax receipt showing the payment of such tax to the taxing authority.
9.4 For any amount which is not paid on the due date, UCNWI shall pay UCKN interest on such amount at the interest rate of LIBOR for one-year deposit which is published by the Wall Street Journal plus one (1) %.
Article 10 Accounting and auditing
During the term of this Agreement, UCNWI shall keep true and accurate books of account, and whenever requested by UCKN, UCNWI shall, upon reasonable prior notice, furnish to UCKN the said books of account for inspection and answer questions therefore that may be made by UCKN.
Article 11 Intellectual property right
11.1 UCNWI shall not apply for the intellectual property right in connection with the Licensed Products or the Technical Information in and/or outside the Territory, provided, however, that UCNWI may apply for the intellectual property right in connection with the improvement or development of the technology for the Licensed Products in and/or outside the Territory under the prior written consent of UCKN.
11.2 UCKN may apply for patents, utility models, industrial designs, and other intellectual property rights within the Territory for inventions or designs made by UCKN relating to the Licensed Products or the Technical Information. If the license by UCKN to UCNWI under this Agreement needs to be registered within the Territory under any applicable laws, UCKN shall make such registration at its own cost.
11.3 In the event that either Party has reason to believe that a third party is or may be infringing the Technical Information, it shall notify the other Party of such alleged infringement. UCKN shall have the option to bring actions for infringement in and/or outside the Territory of the Technical Information in its own name and on its own cost and risk, and all proceeds of such action shall belong to UCKN.
If the competent bodies of UCKN do not decide to bring an action within thirty (30) days after UCNWI has notified UCKN of the alleged infringement, UCNWI shall be entitled to bring an action and UCKN shall issue such powers of attorney and shall provide such information and documents and/or any other assistance as are necessary for UCNWI to conduct the action, any and all costs, expenses, and attorney fees shall be borne by UCNWI and any results therefrom shall belong to UCNWI. UCNWI shall need consent in writing of UCKN for any withdrawal of action or out-of-court settlement made between the parties.
Article 12 Quality control
UCNWI shall manufacture the Licensed Products strictly in accordance with the quality standards and specifications to be furnished to UCNWI by UCKN.
Article 13 Assistance
During the term of this Agreement, UCKN shall temporarily and to the extent from time to time agreed between the Parties dispatch its personnel to the UCNWI to furnish UCNWI with the Technical Information, on such terms and conditions as the Parties may agree, provided that such terms and conditions shall reflect UCKN’s cost of providing the assistance and shall be no less favorable to UCNWI than those offered by UCKN to other licensees.
Article 14 Training
14.1 Upon the written request from UCNWI, UCKN shall give training to the UCNWI’s personnel (hereinafter referred to as “Trainees”) at UCKN’s plant and office in Japan or UCNWI’s plant and office in the Territory to use the Technical Information. The number of the Trainees, the period for training and other terms and conditions shall be determined by the mutual consent of the Parties; provided that the terms and conditions shall be no less favorable to UCNWI than those offered by UCKN to other licensees.
14.2 UCNWI shall notify UCKN of the name of the Trainees for the above training.
14.3 UCNWI shall bear all the necessary expenses for the training of Trainees, provided, however, that UCKN shall bear direct expenses in the training of the Trainees at the plant of UCKN in Japan.
14.4 UCNWI shall cause the Trainees to observe, throughout the period of technical training, the in-house regulations of the plant communicated to them by instructors of UCKN, provided, however, that Trainees shall not be deemed as UCKN’s employees at any time during their stay at UCKN’s plant.
Article 15 Safety
15.1 A party receiving a technical expert or a Trainee of the other Party on its premises shall take reasonable measures to ensure that the working conditions of such visitor are safe and healthy and in case of accident or illness, shall extend the medical services available to its own employees also to the visitor. The cost of such medical services shall be borne by the Party receiving the expert or Trainee in so far as they are provided by its own personnel on its own premises and shall otherwise be borne by the employer of the visitor.
15.2 Each Party shall insure its personnel dispatched to the other Party against accidents, illness and death during travels and the stay in the other Party’s premises in accordance with its general policies concerning such insurance. Each Party shall subscribe to and maintain a liability insurance covering any liability, it may incur toward the other Party’s personnel visiting its premises. The insured amounts shall be those generally applied in the industry for enterprises of the same size.
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Article 8 Royalties
In consideration of the rights and license granted herein and the use of the Technical Information furnished hereunder, UCNWI shall pay to UCKN the running royalty equal to two percent (2%) of the Net Sales.
Article 9 Payment
9.1 UCNWI shall submit to UCKN a report showing the total Net Sales and the royalty payable on such Net Sales twice a year on every last day of June and December for the preceding six months period and shall pay to UCKN within thirty (30) days after each day of such submission.
9.2 All payments to be made by UCNWI to UCKN hereunder shall be in U.S. dollars, and the exchange rate of Indonesian Rupiah into U.S. dollar shall be based on TTS rate published on the date when payment is to be made.
9.3 UCKN shall bear the tax to be levied on the income of UCKN obtained hereunder pursuant to the laws of the Republic of Indonesia. In the event that UCNWI deducts such tax from the payments hereunder to UCKN, UCNWI shall send to UCKN, without delay, copy of tax receipt showing the payment of such tax to the taxing authority.
9.4 For any amount which is not paid on the due date, UCNWI shall pay UCKN interest on such amount at the interest rate of LIBOR for one-year deposit which is published by the Wall Street Journal plus one (1) %.
Article 10 Accounting and auditing
During the term of this Agreement, UCNWI shall keep true and accurate books of account, and whenever requested by UCKN, UCNWI shall, upon reasonable prior notice, furnish to UCKN the said books of account for inspection and answer questions therefore that may be made by UCKN.
Article 11 Intellectual property right
11.1 UCNWI shall not apply for the intellectual property right in connection with the Licensed Products or the Technical Information in and/or outside the Territory, provided, however, that UCNWI may apply for the intellectual property right in connection with the improvement or development of the technology for the Licensed Products in and/or outside the Territory under the prior written consent of UCKN.
11.2 UCKN may apply for patents, utility models, industrial designs, and other intellectual property rights within the Territory for inventions or designs made by UCKN relating to the Licensed Products or the Technical Information. If the license by UCKN to UCNWI under this Agreement needs to be registered within the Territory under any applicable laws, UCKN shall make such registration at its own cost.
11.3 In the event that either Party has reason to believe that a third party is or may be infringing the Technical Information, it shall notify the other Party of such alleged infringement. UCKN shall have the option to bring actions for infringement in and/or outside the Territory of the Technical Information in its own name and on its own cost and risk, and all proceeds of such action shall belong to UCKN.
If the competent bodies of UCKN do not decide to bring an action within thirty (30) days after UCNWI has notified UCKN of the alleged infringement, UCNWI shall be entitled to bring an action and UCKN shall issue such powers of attorney and shall provide such information and documents and/or any other assistance as are necessary for UCNWI to conduct the action, any and all costs, expenses, and attorney fees shall be borne by UCNWI and any results therefrom shall belong to UCNWI. UCNWI shall need consent in writing of UCKN for any withdrawal of action or out-of-court settlement made between the parties.
Article 12 Quality control
UCNWI shall manufacture the Licensed Products strictly in accordance with the quality standards and specifications to be furnished to UCNWI by UCKN.
Article 13 Assistance
During the term of this Agreement, UCKN shall temporarily and to the extent from time to time agreed between the Parties dispatch its personnel to the UCNWI to furnish UCNWI with the Technical Information, on such terms and conditions as the Parties may agree, provided that such terms and conditions shall reflect UCKN’s cost of providing the assistance and shall be no less favorable to UCNWI than those offered by UCKN to other licensees.
Article 14 Training
14.1 Upon the written request from UCNWI, UCKN shall give training to the UCNWI’s personnel (hereinafter referred to as “Trainees”) at UCKN’s plant and office in Japan or UCNWI’s plant and office in the Territory to use the Technical Information. The number of the Trainees, the period for training and other terms and conditions shall be determined by the mutual consent of the Parties; provided that the terms and conditions shall be no less favorable to UCNWI than those offered by UCKN to other licensees.
14.2 UCNWI shall notify UCKN of the name of the Trainees for the above training.
14.3 UCNWI shall bear all the necessary expenses for the training of Trainees, provided, however, that UCKN shall bear direct expenses in the training of the Trainees at the plant of UCKN in Japan.
14.4 UCNWI shall cause the Trainees to observe, throughout the period of technical training, the in-house regulations of the plant communicated to them by instructors of UCKN, provided, however, that Trainees shall not be deemed as UCKN’s employees at any time during their stay at UCKN’s plant.
Article 15 Safety
15.1 A party receiving a technical expert or a Trainee of the other Party on its premises shall take reasonable measures to ensure that the working conditions of such visitor are safe and healthy and in case of accident or illness, shall extend the medical services available to its own employees also to the visitor. The cost of such medical services shall be borne by the Party receiving the expert or Trainee in so far as they are provided by its own personnel on its own premises and shall otherwise be borne by the employer of the visitor.
15.2 Each Party shall insure its personnel dispatched to the other Party against accidents, illness and death during travels and the stay in the other Party’s premises in accordance with its general policies concerning such insurance. Each Party shall subscribe to and maintain a liability insurance covering any liability, it may incur toward the other Party’s personnel visiting its premises. The insured amounts shall be those generally applied in the industry for enterprises of the same size.
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