EXCLUSIVE COOPERATION AGREEMENTCooperation Agreement |
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EXHIBIT
10.1
EXCLUSIVE
COOPERATION AGREEMENT
(English
Translation)
This
Exclusive Cooperation Agreement is entered into by and between the following
parties (each, a “Party”
and
collectively, the “Parties”)
as of
September 20, 2007:
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1.
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Golden
Group Holdings (Shenzhen) Limited (“Golden”)
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Address:
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4/F,
East 3/B, Saige Science & Technology Park, Huaqiang, Shenzhen,
China
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Fax:
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0755-83763482
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Represented
by:
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TU
Guoshen
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2.
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Shenzhen
Chuang Guan Intelligent Network Technology Co., Ltd. (“Company”)
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Address:
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39/F,
Shenzhen Special Zone Press Tower, Shennan Road, Futian, Shenzhen,
PR
China
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Fax:
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0755-83510018
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Represented
by:
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ZHANG
Feize
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3.
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China
Security & Surveillance Technology, Inc. (OTCBBæCSCT)
(“CSST”)
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Address:
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13/F,
Shenzhen Special Zone Press Tower, Shennan Road, Futian, Shenzhen,
PR
China
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Fax:
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0755-83510815
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Represented
by:
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TU
Guoshen
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RECITALS
WHEREAS,
the
Company is a company organized and existing under the laws of the People’s
Republic of China (“PRC”);
WHEREAS,
Golden
is a company organized and existing under the laws of the PRC, with CSST, its
ultimate holding company currently listing on the OTCBB in United
States;
WHEREAS,
the
Company desires and Golden agrees to provide technical support and other
necessary services to the Company;
WHEREAS,
the
Parties desire to set forth certain covenants and agreements between and among
themselves in connection with the exclusive cooperation relationship
contemplated by this Agreement;
NOW,
THEREFORE,
in
consideration for the mutual covenants and promises set forth herein, each
Party
agrees as follows:
AGREEMENT
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1.
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DEFINITION
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Unless
otherwise defined in the Agreement, the following definitions shall be used
in
this Agreement:
“Business
scope of the Company”
shall
mean the business scope describes in the business license of the Company, which
includes, inter
alia,
establishment of separate entities (subject to the approval of governmental
authorities on a case by case basis), domestic commercial business, supply
and
sale of raw materials (exclusive of commodities under special control of the
State); development and sale of computer soft- and hard-wares; development
of
network technology; design, installment and maintenance of safety and
surveillance system, and contract of intelligent construction
system.
“Certificate”
shall
mean the certificate issued by relevant PRC governmental department on
10th
March,
2003 with regard to the computer information system certificate involving
government secret and all subsequent renewal of this certificate.
“Permitted
Business Activities”
shall
refer to any business activities that, according to existing or future laws
and
regulations of PRC, are permitted to be engaged by foreign companies or foreign
invested companies, regardless of the restrictions over the equity ownership
percentage, by any method or through any type of transaction
structure.
“Restricted
Business Activities”
shall
refer to the other business activities that are excluded from the scope of
the
Permitted Business Activities.
“Service”
shall
mean the services provided by Golden to the Company under Clause 2.1.1(1) of
this Agreement.
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2.
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EXCLUSIVE
COOPERATION
RELATIONSHIP
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2.1
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Scope
of Cooperation
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2.1.1
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Exclusive
Cooperation over Permitted Business
Activities
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For
the
Permitted Business Activities, the cooperation between the Company and Golden
will include, without limitation:
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(1)
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Golden
shall provide the Service to the Company as
below:
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(a)
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Appointment
and provision of the workforce for any business activities of the
Company.
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(b)
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Provision
of any technology license, equipment, consultation and
support.
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(c)
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Provision
of training services, and
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(d)
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Other
service and support as agreed by all
parties.
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(2)
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The
Company shall subcontract all business to Golden or any party nominated
by
Golden. Without the prior written consent from Golden, the Company
shall
not subcontract any business activities of the Company to any third
party.
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(3)
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Golden
has the right to appoint certain representatives and staffs in the
Company.
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(4)
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Golden
has the right, at its discretion, to require establishing a joint
venture
with the Company for the purpose of engaging into any business activities.
Without the prior written consent from Golden, the Company shall
not
engage in any joint venture with any third party for any purpose
with
regard to the same business
activities.
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(5)
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The
Parties hereby agree that any marketing and business development
activities shall be in the name of both the Company and Golden or
its
joint venture. Golden has the right to require the Company to mark
on any
marketing documents, advertising brochures and any other materials
of this
kind the full name of the Golden. Without the prior written consent
from
Golden, the Company shall not engage in any marketing and business
development activities, or print out and distribute any marketing
material, with any third party.
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(6)
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The
Service provided by Golden is exclusive in nature. During the course
of
the term of this Agreement, without the prior written consent from
Golden,
the Company shall not sign any agreement with any third party for
the same
or similar Service in this
Agreement.
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2.1.2
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Exclusive
Cooperation over Restricted Business
Activities
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For
the
Restricted Business Activities, the cooperation between the Company and Golden
shall include, without limitation:
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(1)
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The
Service provided by Golden to the Company. The provision of the aforesaid
shall not make the Company to lose its qualifications under the
Certificate.
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(2)
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The
Service provided by Golden is exclusive in nature. During the course
of
the term of this Agreement, without the prior written consent from
Golden,
the Company shall not sign any agreement with any third party for
the same
or similar Service in this
Agreement.
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2.1.3
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Right
Not to Perform
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Notwithstanding
anything to the contrary, Golden may decline to perform any of its set forth
as
above if Golden, based on its sole judgment, reasonably and in good faith
believes that it is not in a position to render such service as required by
the
Company; provided, however, that Golden shall promptly notify the Company of
its
such decision and provide reasonable assistance to the Company in making
alternative arrangement.
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2.2
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