Exclusive Technical Service and
Business Consulting Agreement
This Exclusive Technical Service and
Business Consulting Agreement (the “Agreement”) is
entered into by and between the following two parties on January 4,
2009:
1.
Le Ling Jin Zang Huang Biotechnology
Co., Ltd. (hereafter referred to as or Party A)
Address:North of Kaiyuan East Road,
Leling
2.
Beijing Tibet Health Consulting Co.,
Ltd. ( hereafter referred
to as Party B )
Address:Room 811, Building No.1,40
Dongzhong Street, Dongcheng District, Beijing
Preface
Whereas Party A is a limited company
legally registered and existing in Shandong Province , P.R.C with
the main business scope of Bio-engineer Development, Health Care
Product Sales;
Whereas Party B is a wholly foreign-owned
limited company legally registered and existing in Beijing, P.R.C,
with the main business scope of Corporate Management Consulting;
Chinese Medicine, Tibet Medicine Investment Consulting; Business
Information Consulting; Meeting Service; Business
Training;
Whereas Party A needs Part B’s
technical services and technical consulting related to Party
A’s business (see the definition below) and Party B agrees to
provide the aforesaid services to Party A.
Through friendly negotiation, the two
parties enter into the terms of the agreement as
follows:
Article 1 Definitions
1.1
Unless otherwise provided in this
Agreement, the following terms shall have the following
meanings:
Business of Party A
means the business in the
field of Bio-engineer
Development,
1
Health Care Product Sales.
Service means the service exclusively provided by Party B to
Party A related to the business of Party A, including but not
limited to:
(1)
Technical support related to the business
of Party A;
(2)
Technical consulting related to the
business activities of Party A;
(3)
Training of the technical personnel and
market development personnel from Party A;
(4)
Assistance with Party A in related
information collection and market research;
(5)
Business consulting related to the
business of Party A (including but not limited to strategy
planning, marketing, content-making, client management and
etc.);
(6)
Business consulting service related to
daily management, exploration and development of advertisement
business, advertising marketing and so on upon Party A’s
request;
(7)
Other related technical services and
consulting services supplied upon the request of Party A from time
to time.
Annual Business Plan
means annual business development plan
and budget report of Party B for next calendar year made by Party A
with the assistance of Party B before January 10 of each
year.
Service Fees
means all the fees Party A shall pay to
Party B for the service provided according to Article 3 of this
Agreement.
Equipment
means any or all the equipment purchased
by Party B from time to time for the purpose of providing Party A
with service.
Techniques Related to
Business means any or all the
techniques related to the business of Party A and developed on the
basis of the service provided under this Agreement.
Client Information
has the same meaning as the one
stipulated by Article 6.1 under this Agreement.
Confidential Information
has the same meaning as the one
stipulated by Article 6.2 under this Agreement.
Breach Party has the same meaning as the one stipulated by Article
11.1 under this Agreement.
2
Breach has the same meaning as the one stipulated by Article
11.1 under this Agreement.
This Party’s Rights
has the same meaning as the one
stipulated by Article 13.5 under this Agreement.
1.2
To invoke any laws and regulations (the
“Laws”) under this Agreement means:
(1)
to invoke at the same time the content of
the amendments, adjustments, complements and revisions of the Laws
no mater it comes into effect before or after the conclusion of
this Agreement, and
(2)
to invoke at the same time other
decisions, notices and rules made or taking effect according to the
Laws.
1.3
Unless there is other stipulation in the
context of this Agreement, all the articles, paragraphs and
subparagraphs mean the corresponding content under this
Agreement.
Article 2 Service
2.1
Party B shall provide Party A with
service under this Agreement since the date of this Agreement and
continue to provide the service during the term of the agreement
stipulated by Article 8.1 of this agreement.
2.2
Party B shall equip itself with all kinds
of equipment reasonably needed for providing services and purchase
lease or obtain new equipment to meet the need to provide
satisfactory service.
2.3
Party B shall provide Party A with good
consulting service (including but not limited to strategic
planning, marketing, content-making, client management and etc.) to
assure the fine operation of Party B.
2.4
Party B shall timely provide service to
Party A and communicate with Party A the information related to the
business and/or clients of Party A.
Article 3 Service Fees and Party B
Reimbursement Obligation
3.1
Party A agrees to pay the fees for the
service provided by Party B according to Article 2 of this
Agreement, including:
3
(1)
RMB10,000 Yuan for fixed service fees and
depreciation expenses per month;
(2)
Sales service fees equivalent to 95% of
the total annual gross profit of Party A;
(3)
Fees for other related technical service
and consulting service required by Party A from time to time and
stipulated by additional agreements by both parties.
3.2
Party A shall pay the service fees to
Party B monthly. Party A shall, before the tenth work day of each
month, pay Party B the fixed service fees as stated in Article
3.1(1). In case there are less than 30 days of a certain month,
Party A shall pay Party B the fixed service fees based on actual
days. After each fiscal year, both parties shall calculate the
sales service fees stipulated by Article 3.1(2) according to Party
A’s total gross profit of last fiscal year reported by the
audit report issued by a Chinese certified accounting firm
recognized by both parties, and Party A shall pay Party B the
aforesaid sales service fees within 15 days after the issuance of
the related audit report. Party A agrees to provide the related
Chinese certified accounting firm with all the materials and
assistance necessary to assure the Chinese certified accounting
firm can complete the audit report of last fiscal year and issue it
to both Party A and Party B within 30 days after the end of last
fiscal year. Party A shall pay Party B the related technical
service fees and business consulting service fees stipulated by
Article 3.1(3) according to the provisions of other additional
technical service agreements or consulting service agreements
concluded by both parties from time to time.
3.3
Party A shall transfer all the service
fees to the bank account designated by Party B according to the
provisions of this Article. In case Party B changes its bank
account, it shall notify Party A the change seven (7) Working Days
in advance.
3.4
The two parties, after mutual
negotiation, may make adjustments to the detailed charge ratio of
sales service fees stipulated by Article 3.2(1) and Article
3.2(2).
3.5
In the event that the audit report
referred to in Section 3.2 above shows that Party A realized a net
loss during a fiscal year while subject to this agreement, then
Party B will be required to reimburse Party A for the amount of the
net loss. Party B shall pay the amount of reimbursement
within 15 days after the issuance
4
of the related audit report.
Article 4 Obligations of Party
A
4.1
The service supplied by Party B under
this Agreement is exclusive. During the term of this Agreement,
Party B shall not without prior written consent of Party B, enter
into any other agreements with a third party to hire the third
party to provide service the same as or similar to that provided by
Party B.
4.2
Party A shall provide Party B with the
final copy of the annual business plan for next year before January
10 of each year, to facilitate Party B to make related service plan
and add equipment and technical service power needed. In case
Party A requires Party B to add new equipment beyond the aforesaid
plan, Party A shall negotiate with Party B fifteen (15) days in
advance to enter into mutual agreements.
4.3
To facilitate Party A to provide service,
Party A shall provide Party B with related materials truly and
timely upon Party B’s request.
4.4
Party A shall pay Party B the service
fees timely and fully based on the provisions of Article 3 of this
Agreement.
4.5
Party A shall sustain its good
reputation, explore the business actively and take every effort to
maximum the benefits.
4.6
To promote the business of Party A, both
parties agree that Party A may upon Party B’s request and
entrust research and develop techniques needed for Party B’
service provided under this agreement. Party A has to accept the
offer of the aforesaid entrust. The ownership of rights and
interests of the foresaid technical fruits shall be decided by the
provisions of Article 5.2(1) of this Agreement.
Article 5 Intellectual
Rights
5.1
The intellectual property rights of the
products created during the process of providing service by Party B
belong to Party B.
5.2
Whereas the operation of the business of
Party A relies on the service provided by Party B under this
Agreement Party A agrees to make the following arrangements
regarding the business-related techniques develope
