Guangzhou Junlian Correspondence Technology Co., Ltd.
and
Guangzhou Junlian Correspondence Science & Technology
Co.,
Ltd
STRATEGIC COOPERATION
AGREEMENT
Strategic
Cooperation Agreement
This
AGREEMENT is made on November 11, 2007 in Guangzhou, China by and
among:
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1.
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Guangzhou Junlian Correspondence Technology Co., Ltd.
(hereinafter referred to as “Junlian”) is a wholly
foreign-owned enterprise incorporated and validly existing under
the laws of the People’s Republic of China, having its
registered address at CITIC PLAZA, Room 1602B-1603, 233 TianHeBei
Road Guangzhou , China
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2.
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Guangzhou Junlian Correspondence Science & Technology Co.,
Ltd (hereinafter referred to as “Junlian S&T”)
is a limited liability company incorporated and validly existing
under the laws of the People’s Republic of China, having its
registered address at Room 302, NO.160 Pingan Tower, Tiyu East
Road, Guangzhou,, China.
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And
individually or collectively hereinafter referred to as the
“Party(ies)”
WHEREAS:
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1.
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Junlian
is a wholly foreign-owned enterprise particularly engaged in the
field of software product development and manufacture; the research
and development of computer hardware and wireless burglarproof
visual electronic product, computer network system integration and
weak current technology service. Junlian has advanced core
technology and mature management mode of development and
manufacture relating to the software and wireless burglarproof
visual electronic product.
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2.
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Junlian
S&T is particularly engaged in the field of research and
development of wireless burglarproof visual electronic product. For
the purpose of sustainable development, the Junlian S&T signed
definitive cooperate agreement with Junlian in relevant fields, and
Junlian will provide relevant services to the Junlian S&T.
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NOW,
THEREFORE, the Parties agree to implement this business cooperation
subject to the terms and conditions as follows:
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Article 1
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DEFINITIONS AND INTERPRETATION
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For the
purpose of this Agreement, except where otherwise requires, the
following terms shall have the meaning defined
hereafter:
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1.1
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Service : Junlian provides the consultation, technology,
training and all other service necessary for the Junlian S&T to
operate the services, See Appendix 1 hereof.
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1
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1.2
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Intellectual property rights : all the intellectual property
right which including but not limited to all the patent, trademark,
service sign and all the relevant goodwill, registered design,
design patent, confidential data, domain name, utility model, copy
right, invention, brand name, firm name and any similar right and
any benefit arise from the above right (registered or not, its
application and the right to apply) in any country for now or in
the future.
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1.3
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Day,
Month and Year : means the calendar day, month and year.
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1.4
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Business day : any day which is not a Saturday, a Sunday or
a public holiday in China.
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1.5
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PRC : the People’s Republic of China, unless otherwise
indicates, excluding, the Special Administrative Region of Hong
Kong, the Special Administrative Region of Macau and Taiwan
Region.
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1.6
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Articles and headings are inserted for the purposes of convenience
only and shall not affect the interpretation of this Agreement.
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2.1
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The
Parties agree that Junlian shall provide the service to Junlian
S&T in accordance with the terms and conditions of this
Agreement and Junlian S&T shall pay the service fee to Junlian
in accordance with the terms and conditions of this Agreement as
the consideration.
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2.2
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The
content of Appendix 1 hereof may be adjusted upon the consultation
of the Parties.
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2.3
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Junlian
S&T shall not accept the same or similar services provided by
any third party unless the written consent of Junlian has been
obtained in advance.
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2.4
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Service
fee consists of two parts (hereinafter collectively referred to as
“Service Fee”): the fixed fee and project commission.
The fixed fee is RMB 180,000 per month, and the commission
should be additionally decided by the Parties.
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2.5
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Junlian
S&T guarantees that the Service Fee being paid to Junlian shall
not be less than RMB 3,000,000 per year (hereinafter referred to as
the “Lowest Payment”) in the period of this Agreement.
In accordance with the principle of fair, the Parties agree that
JunlianS&T should pay the Lowest Payment as the Service Fee to
Junlian in the event that the amount of the Service Fee shall be
paid to Junlian by JunlianS&T is less than the Lowest Payment
under this Agreement.
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2.6
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The
service period of this Agreement is commencing from August 1, 2007
to June 30, 2009. This Agreement shall be extended until June 30,
2010 at the request of Junlian made in writing to Junlian
S&T.
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2
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3.1
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The
Service Fee shall be paid by Junlian S&T as the following:
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3.1.1
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The
fixed fee should be paid to Junlian before the 25 th of
every month.
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3.1.2
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The
project commission should be paid within 15 Business days as of the
closing day of the relevant project but shall not be late than 30
Business days as of the end of the construction period provided in
the relevant project contract.
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3.2
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In the
period of this Agreement, the Parties may adjust the project
commission in accordance with the specific circumstances.
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Article 4
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FINANCIAL SUPERVISION
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4.1
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In
addition to the right provided in this Agreement, Junlian also has
the right to review and copy the Article of Association, the minute
of Shareholder Meeting, the resolution of the Board of Directors
and Supervisors, financial report and relevant project contracts of
Junlian S&T.
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4.2
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Junlian
S&T shall provide the accurate, true and complete accounting
record, book, financial report and other accounting data to the
relevant accountant firm retained by it without any rejection,
concealment and false report.
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4.3
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Junlian
may request to review the accounting book if it believes that there
exists any inaccurate, untrue and incomplete problem in the
financial report of Junlian S&T. Junlian S&T shall arrange
such review within 10 business days as of such written request by
Junlian. If necessary, Junlian may employ the accountant firm to
assist and the employment fee shall be borne by Junlian
S&T.
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4.4
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Junlian
may employ the qualified accountant firm to audit Junlian S&T
if it has legal reason to believe that there exists any problem in
its financial statement, and the audited financial report shall be
the basis for the implementation of this Agreement.
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4.5
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Junlian
S&T should provide necessary conditions and convenience to
assist Junlian in exercise the supervision right hereof and such
exercise of right shall not affect the daily business of Junlian
S&T.
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Article 5
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REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF JUNLIAN
S&T.
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5.1
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Junlian
S&T hereby represents, warranties and undertakes to Junlian
that on and as of the execution date and the completion date
hereof:
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3
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5.1.1
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it is a
corporation duly registered and existing under the laws of PRC;
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5.1.2
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it has
adequate power and authorities to execute and perform this
Agreement.
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5.2
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Once
being executed, this Agreement shall have binding force on Junlian
S&T and is entitled to application for compulsory
enforcement.
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5.3
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Junlian
S&T has any and all of the permission, license, authorization,
approval and facilities for its operation, and shall guarantee that
all such permission, license, authorization and approval being keep
effective within the period of this Agreement.
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