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STRATEGIC COOPERATION AGREEMENT

Cooperation Agreement

STRATEGIC COOPERATION AGREEMENT | Document Parties: CHINA JUNLIAN INTEGRATED SURVEILLANCE, INC. | Guangzhou Junlian Correspondence Science and Technology Co, Ltd You are currently viewing:
This Cooperation Agreement involves

CHINA JUNLIAN INTEGRATED SURVEILLANCE, INC. | Guangzhou Junlian Correspondence Science and Technology Co, Ltd

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Title: STRATEGIC COOPERATION AGREEMENT
Date: 11/14/2007

STRATEGIC COOPERATION AGREEMENT, Parties: china junlian integrated surveillance  inc. , guangzhou junlian correspondence science and technology co  ltd
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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:


1.

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


2.

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.


And individually or collectively hereinafter referred to as the “Party(ies)”


WHEREAS:


1.

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.


2.

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.


NOW, THEREFORE, the Parties agree to implement this business cooperation subject to the terms and conditions as follows:


Article 1

DEFINITIONS AND INTERPRETATION


For the purpose of this Agreement, except where otherwise requires, the following terms shall have   the meaning defined hereafter:


1.1

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.





1




1.2

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.


1.3

Day, Month and Year : means the calendar day, month and year.


1.4

Business day : any day which is not a Saturday, a Sunday or a public holiday in China.


1.5

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.


1.6

Articles and headings are inserted for the purposes of convenience only and shall not affect the interpretation of this Agreement.


Article 2

COOPERATION


2.1

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.


2.2

The content of Appendix 1 hereof may be adjusted upon the consultation of the Parties.


2.3

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.


2.4

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.


2.5

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.


2.6

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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Article 3

PAYMENT


3.1

The Service Fee shall be paid by Junlian S&T as the following:


 

3.1.1

The fixed fee should be paid to Junlian before the 25 th of every month.


 

3.1.2

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.


3.2

In the period of this Agreement, the Parties may adjust the project commission in accordance with the specific circumstances.


Article 4

FINANCIAL SUPERVISION


4.1

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.

4.2

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.


4.3

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.


4.4

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.


4.5

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.


Article 5

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF JUNLIAN S&T.


5.1

Junlian S&T hereby represents, warranties and undertakes to Junlian that on and as of the execution date and the completion date hereof:



3





 

5.1.1

it is a corporation duly registered and existing under the laws of PRC;


 

5.1.2

it has adequate power and authorities to execute and perform this Agreement.


5.2

Once being executed, this Agreement shall have binding force on Junlian S&T and is entitled to application for compulsory enforcement.


5.3

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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