For the Manufacturing of

Date of signing: April ____, 1992
Place of signing: Beijing, China
Contract No.: ______

In accordance with Bid No. _____under the I. B. R. D. Loan No. ____, International Tendering Company of China National Technical Import and Export Corporation Beijing PRC (here-inater referred to as the "Licensee") on the one hand, and ______ Company, Germany (hereinafter to as the "Licensor") on the other hand

Whereas the Licensor has the technical know-how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of Railway ____as required by Licensee;

Whereas the Licensor has the right and agrees to transfer the above-mentioned technical know-how to the Licensee for the manufacture of Railway ____ product;

Whereas the Licensee agrees to introduce the Licensor's technical know-how for design, manufacture, maintenance, sale and ex-port of the Railway ____ product;
Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway _____ product under other contract.

The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below ;

ARTICLE 1:DEFINITIONS

1.1 "The Licensee" means International Tendering Company of China National Technical Import and Export Corporation, Beijing, P. R. C.

1.2 "The Licensor" means ___ Company, Germany.

1.3 "The Contract" means the agreement entered between the Licensee and the Licensor, as recorded in the Contract signed by both parties including all annexes, attachments and ap-pendices thereto and all documents incorporated by reference therein.

1.4 "The Contract Price" means the price payable to the Licensor by the Licensee under the Contract for the full and proper performance of its contractual obligations.

1.5 "The Contract Products" means all the products with the models and specifications and performances which are manu-factured by the Contract Factory as defined below, in accor-dance with the technology transferred by the licensor to the Licensee as stipulated in Annex 2 to the Contract.

1.6 "The Contract Factory" means the place where the Licensee manufactures the Contract Products by using the Technology supplied by the Licensor, That is ____ factory.

1.7 "The Technical Documentation and Software" means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex ___ of the Contract ,It consists of the followings:

A.All the technical indices, drawings, design, technical doc-uments and software relating to the design, manufacture , calculation, assembly, installation, test, management, in-spection , adjustment, operation, maintenance, acceptance test and sale of the Contract Products;

B.All the technical indices, drawings, design, technical docu-ments and software relating to the inspection, installatiom. Commissioning, testing, acceptance, operation and mainte-nance of the Contract Equipmet;

C.All the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the SKD/CKD Patrs.

1.8"The Technical Service" means the technical assistance, su-pervision, instruction, training and other services under the Contract to be rendered by the Licensor to the Licensee as stipulated in Annex ____ and Annex ____ to the con-tract.

1.9"SINOT RANS' means China National Foreign Trade Trans-portation Corporation, which is the pointed agent of the Li-censee for receipt of the Technical Dcumentation and Soft-ware, the Contract Equipment and the Parts at the ports of destination:
A. Xingang Seaport:
SINOTRANS, TANGGU BRANCH
44 Xingang Road, Tanggu, Tianjin, 300450,China Telex:
23187 TGFTT CN, FAX: 022 984757
B. Beijing Airport:
SINOTRANS, Beijing Air Freight Co.