Article 12. Patent Infringement

Should any Licensed Product manufactured by Licensee strictly in accordance with the Technical Information supplied by Licensor under this Agreement partially or totally infringe of patent right belonging to the third party which shall make a claim against Licensee for alleged infringement of such patent right, Licensee shall immediately by telex inform Licensor thereof and transfer the claim with all pertinent details to Licensor, who shall be responsible for handling of the claim and Licensee shall in no respect have any responsibility for the claim from such party.

Article 13. Secrecy

Licensee agree that it shall not without prior written consent of Licensor sell, assign or divulge the Technical Information disclosed and furnished by Licensor hereunder in any manner to anyone except those of its employees and its subcontractors who will be using such information in the manufacture and erection of the Licensed Products.

Article 14. Taxation

Customs duties, taxes and any similar charges which may be imposed by the (Licensor country) Government with respect to this Agreement shall be borne by Licensee. All other customs duties, taxes and similar charges which may occur in ( ) as a result of entering into this Agreement shall be paid by Licensor.

Article 15. Arbitration

Any dispute arising under or by virtue of this Agreement or any difference of opinion between the parties hereto concerning their rights and obligations under this Agreement, shall be finally resolved by arbitration. Such arbitration proceedings shall take place in (Seoul, Geneva) in accordance with the applicable rules of arbitration of (the Korean Commercial Arbitration Board, the International Chamber of Commerce), but the proceedings should take place in the ( ) language. The decision of the arbitration proceedings shall be final and binding upon both parties.

Article 16. Effective Date

It is clearly understood and agreed by both parties that this Agreement shall be deemed effective when all conditions imposed by the ( ) Government and the Government of ( ) shall have been met to the satisfaction of Licensor and Licensee.

The date of the letter of such government approval shall become the effective date of this Agreement. Licensee and Licensor shall notify in writing to the other party specifying the date of their respective Government’s approval.

Article 17. Applicable Law

This Agreement shall be construed and interpreted in accordance with the laws of (country).

Article 18. Force majeure

Neither party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this Agreement due to causes reasonably beyond its control including fire, flood, strikes, labour troubles or other industrial disturbances, unavoidable accidents, governmental regulations, riots, and insurrections. Upon the occurrence of such a force majeure condition the affected party shall immediately notify the other party with as much detail as possible and shall promptly inform the other party of any further developments. Immediately after the cause is removed, the affected party shall perform such obligations with all due speed unless the Agreement is previously terminated in accordance with Article 10 hereof.

Article 19. Notices

All communication notices or the like between the parties shall be valid when made by telecommunication subsequently to be confirmed in writing and addressed to the following addresses.

To Licensee :

To Licensor :

Article 20. Language

1. The language to be used in rendering the Technical Information disclosed and furnished to Licensee by Licensor under this Agreement shall be in ( ).

2. The language for correspondence between the parties and any documentation shall be in ( ).

Article 21. Entirety

This instrument embodies the entire agreement and understanding between the parties hereto relative to the subject matter hereof and there are no understandings, agreements, conditions or representations, oral or written, expressed or implied, with reference to the subject matter hereof that are not merged herein or superseded hereby. No modification hereof shall be of any force or effect unless reduced to writing and signed by the parties claimed to be bound thereby and no modification shall be effected by the acknowledgement or acceptance of any order containing different conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

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