EXCLUSIVE TECHNICAL CONSULTING AND SERVICE
AGREEMENT
THIS EXCLUSIVE TECHINCAL CONSULTING AND SERVICE
AGREEMENT
(
the
“
Agreement ”
)
is
made and entered into as of September
28, 2007 by
and between the following parties in Beijing:
Party A: Zhi Bao Da Tong (Beijing) Technology Co.,
Ltd.
Registered
Address: Room 210, #25 building, #15 An Ning Zhuang East Road,
Haidian District, Beijing
Party B:
Beijing Zhi Yuan Tian Xia Technology Co., Ltd.
Registered
Address: Room 1211-3, Chang Cheng Da Sha, #22 Shijingshan
Road, Shijingshan District, Beijing
(each
a “
Party ”
and collectively the “
Parties ”)
WHEREAS,
| 1. |
Party
A, a wholly foreign-owned enterprise duly
established and valid existing under
the People’s Republic of China (the “
PRC ”),
owns resources to provide relevant technical consulting and
services.
|
| 2. |
Party
B is a limited liability company duly established and valid
existing under the PRC laws. Party A agrees to provide Party B
technology consulting and related service, and Party B agrees to
accept such technical consulting and services provided by Party A
in accordance
with this Agreement .
|
NOW THEREFORE, through
mutual negotiations, the Parties hereto agree as
follows:
|
1.
|
Technical Consulting and Services;
Exclusivity
|
|
1.1 |
During
the term of this Agreement, Party A agrees to, as the exclusive
technical consulting and services provider of Party B, provide the
technical consulting and services to Party B in accordance with
this Agreement.
|
|
1.2 |
Party
B hereby agrees to accept such technical consulting and services
provided by Party A. Party B further agrees that, during the term
of this Agreement, it shall not accept the technical consultation
and service provided by any other third party without the prior
written consent of Party A.
|
|
1.3 |
Party
A shall be the sole and exclusive owner of all right, title and
interests to any and all interllectual property rights arising from
the performance of this Agreement (including but not limited to,
copyrights, patent, know-how, commercial secrets and others), no
matter whether it is developed by Party A or by Party B based on
Party A’s intellectual property right.
|
|
2.
|
Payment for the technical consultation and
service(“Consulting Fees”)
|
| |
2.1
|
The
both parties agree that the consulting fees shall be paid per
quarter (“
Payment Period ”)
in accordance with the consulting and service actually provided by
Party A in each quarter. The Payment Period can be extended with
the pririor written consent between the parties.
|
| |
2.2
|
Except
for the Consulting Fees mentioned above, Party B agrees to
reimburse Party A for all necessary expenses in relation to
performing this Agreement, including but not limited to, travelling
expenses, fees payable to experts, printing fees and mail
cost.
|
| |
2.3
|
Except
for the Consulting Fees, Party B agrees to reimburse Party A the
tax, customs and other expenditures(income tax is not included) in
relation to Party A’s performance of this Agreement by Party
A.
|
| |
2.4
|
Party
B shall provide Party A with a report in relation to Consulting
Fees (“
Consulting Fees Report ”)
in accordance with this Agreement within three (3) business days
after each Payment Peirod, and Party B shall remit the amount in
RMB to the bank account designated by Party A within two(2) working
days after delivering the Consulting Fees Report. In case that
Party B fails to pay Consulting Fees and other necessary expenses
in accordance with this Agreement, Party B shall pay Party A late
fee based on a 10% annual interest (compound interest) from the
date of such default.
|
| |
2.5
|
Party
B shall open separate bank account for the Consulting Fees under
this Agreement. Party A is entitled to appoint its employee or PRC
accountant or international accountant to review or audit the
account books in relation to the consulting service from time to
time. The fees payable to the accountant shall be paid by Party A
itself. Party B shall provide any and all documents, account books,
records, materials and information, and any convenience and
assistance to the person designated by Party A or accountant
appointed by Party A may deem necessary. The auditing report issued
by Party A’s employee should be final and conclusive unless
Party B give written objection within seven (7) days after
receiving such report. The report issued by the accountant shall be
final and conclusive. Party A is entitled to serve written payment
notice to Party B at any time after receiving the audit report
according to the consulting fee confirmed by the audit report.
Party B shall pay within seven (7) days after receiving the notice
in accordance with Article 2.4.
|
| |
2.6
|
All
payment payable by Party B to Party A shall have subtracted from
tax, bank handing charge or any other expenses.
|
|
3.
|
Representations and Warranties
|
|
3.1 |
Representations
and Warranties of Party A
|
Party
A hereby the represents and warrants as follows:
| |
3.2.1
|
It
has the power to enter into and perform this Agreement in
accordance with its constitutional documents and bu
|
|
