TRADEMARK LICENSE AGREEMENT

Between:

A) Information about Licensor

And:

B) Vietnam Forest Corporation (VINAFOR), a company organized and existing under the laws of the Socialist Republic of Vietnam (hereinafter called “the Licensee”.

(Detailed information about party B)

Whereas the licensor is the owner of Trademark Registration Certificate which is issued by the National Office of Industrial Property of Vietnam (“NOIP”) for the Trademark “UNION”.

(the “Trademark”) for motor cycles: and

Whereas the Lisensor agrees to license the right to use in Vietnam to the Licensee.

Now, therefor both parties agree as follows:

Article 1: Grant of the license

1.1 The Licensor hereby grants to the Licensee, and the Licensee hereby accepts the license (the “License”) to use the Trademark under Certificate in the Territory.

1.2 The Licensor shall have the right to grant the license to any third party in the territory of Vietnam other than the Licensee herein.

Article 2: Object of the license

The Licensee is entitled to apply the Trademark to motor cycles which are imported in CKD and/or IKD form from the Licensor then assembled and sold in Vietnam.

Article 3: Territory

The License is effective in the entire territory of the Socialist Republic of Vietnam (“the Territory”).

Article 4: Term

This agreement shall be invalid until termination of the contract for supplying spare parts of Union motor cycle.

Article 5: Amendment, suspension and cancellation

5.1 Upon the request of either party, the Agreement may be amended or supplemented in writing. Any amendment or supplement must be signed by the legal representatives of the both parties.

5.2 The Agreement shall be terminated in the following cases:

a - Expiry of contract for supplying parts for Union motor cycles.

b - The industrial property rights of the Licensor are suspended or cancelled.

c - The performance of the Agreement is prevented by a force majeure events. Force

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