Common use of Calculation and Payment of Service Fees Clause in Contracts

Calculation and Payment of Service Fees. 2.1 During the term of this Agreement, the fees payable by Party B to Party A shall be calculated as follows: In respect of the service fees payable by Party B to Party A, the service fee for each calendar year shall be calculated and confirmed according to the following variable standards: 2.1.1 In respect of the service fee payable by Party B, subject to the laws of China, after the deduction of the costs and expenses necessary for Party B’s business operations (the preliminary final accounts of the necessary costs and expenses shall be submitted by Party B and subject to the final confirmation and decision of Party A) and taxes, to make up for Party B’s losses in previous years (as required by applicable laws), and for the withdrawal of the statutory reserve fund (as required by applicable laws), all the profits of Party B in the aforesaid year shall be paid to Party A as the service fee for the services agreed in this Agreement provided by Party A to Party B, but Party A shall have the right to adjust the amount of the service fee according to the following factors and circumstances of the services provided to Party B, which shall not exceed the limit specified above. 2.1.2 If Party A finds the service fee determination mechanism agreed in this Agreement is not applicable and needs to be adjusted for a certain reason, Party B shall actively negotiate in good faith with Party A within ten (10) business days after Party A makes a written request for fee adjustment, in order to determine the new standard or mechanism for the fee. If Party B does not respond within ten (10) business days after receiving the above adjustment notice, such adjustment shall be deemed accepted. 2.1.3 The service fee shall be calculated, confirmed and paid pursuant to the fiscal year or a reasonable period otherwise specified by Party A. If it is calculated, confirmed and paid pursuant to the fiscal year, within three (3) months after the end of each fiscal year, Party B shall prepare and issue a financial report that is in accordance with applicable accounting standards and audited by an accounting firm, and shall pay Party A the service fee under this contract within fifteen (15) days after the preparation and issuance of the audited accounting report. If it is calculated, confirmed and paid pursuant to a reasonable period otherwise specified by Party A, Party B shall calculate and confirm with Party A, and pay Party A the service fee under this contract within fifteen (15) days after Party A specifies the reasonable period otherwise. 2.2 In addition to the service fees, Party B shall bear all reasonable expenses, advance payments and out-of-pocket expenses in any form paid or incurred in or in connection with the performance or provision of services by Party A, and reimburse Party A in this regard. 2.3 Each Party shall respectively bear their taxes payable according to law for the execution and performance of this Agreement. At the request of Party A, Party B shall use its best efforts to assist Party A in obtaining the exemption from value added tax for all or part of its service fee revenue under this Agreement.

Calculation and Payment of Service Fees. 2.1 During In respect of the term services provided by Party A hereunder, Party B shall, and Party C shall procure and ensure that Party B will pay Party A the service fees (the “Service Fees”). The Parties agree that the Service Fees hereunder shall be calculated and paid in the manner set out in Annex II. 2.2 Each Party shall bear the taxes and fees that shall be paid according to law arising from its execution and performance of this Agreement. 2.3 Party B and Party C shall procure and ensure that Party A has the right to assign employees or external accountants and/or auditors of itself or its holding companies (“Party A’s Authorized Representatives”) to verify Party B’s financial situation at any time in order to verify the specific amount of the Service Fees. In this case, Party B shall provide Party A’s Authorized Representatives with the documents, books, vouchers, financial records and other data required for their verification. In the event of any inconsistency between the amount of the Service Fees verified by Party A and that verified by Party B, the fees payable amount determined by Party A’s Authorized Representatives shall prevail. 2.4 The Service Fees paid by Party B to Party A in accordance herewith shall not be subject to any deductions or offsets (such as bank charges), and all such deductions or offsets shall be calculated as follows: In respect of the service fees payable borne by Party B to Party A, the service fee for each calendar year shall be calculated and confirmed according to the following variable standards:B. 2.1.1 In respect of the service fee payable by Party B, subject to the laws of China, after the deduction of the costs and expenses necessary for Party B’s business operations (the preliminary final accounts of the necessary costs and expenses shall be submitted by 2.5 Party B and subject Party C agree that if Party B is liquidated or dissolved under any circumstances, a liquidation committee shall be established according to the final confirmation and decision of Party A) and taxes, to make up for Party B’s losses in previous years (as required by applicable laws)law, and for the withdrawal of the statutory reserve fund (as required by applicable laws)under such circumstances, all the profits of Party B in the aforesaid year shall be paid to Party A as the service fee for the services agreed in this Agreement provided by Party A to Party B, but Party A shall have the right to adjust exercise the amount rights of the service fee according members of the liquidation committee on behalf of Party C and Party B and/or exercise the right to nominate, recommend or designate such members on behalf of Party C and Party B. If any assets remain after all payments are made by Party B in accordance with the PRC laws, subject to the following factors current PRC laws and circumstances of the services provided to Party B, which shall not exceed the limit specified above. 2.1.2 If Party A finds the service fee determination mechanism agreed in this Agreement is not applicable and needs to be adjusted for a certain reasonregulations, Party B and Party C shall actively negotiate in good faith with transfer all of such assets to Party A within ten (10) business days after Party A makes at a written request for fee adjustment, in order to determine price of RMB 1 or other minimum price permitted by the new standard or mechanism for the fee. If Party B does not respond within ten (10) business days after receiving the above adjustment notice, such adjustment shall be deemed acceptedPRC laws and regulations. 2.1.3 The service fee shall be calculated, confirmed and paid pursuant to the fiscal year or a reasonable period otherwise specified by Party A. If it is calculated, confirmed and paid pursuant to the fiscal year, within three (3) months after the end of each fiscal year, Party B shall prepare and issue a financial report that is in accordance with applicable accounting standards and audited by an accounting firm, and shall pay Party A the service fee under this contract within fifteen (15) days after the preparation and issuance of the audited accounting report. If it is calculated, confirmed and paid pursuant to a reasonable period otherwise specified by Party A, Party B shall calculate and confirm with Party A, and pay Party A the service fee under this contract within fifteen (15) days after Party A specifies the reasonable period otherwise. 2.2 In addition to the service fees, Party B shall bear all reasonable expenses, advance payments and out-of-pocket expenses in any form paid or incurred in or in connection with the performance or provision of services by Party A, and reimburse Party A in this regard. 2.3 Each Party shall respectively bear their taxes payable according to law for the execution and performance of this Agreement. At the request of Party A, Party B shall use its best efforts to assist Party A in obtaining the exemption from value added tax for all or part of its service fee revenue under this Agreement.

Calculation and Payment of Service Fees. 2.1 During the term of this Agreement, the The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows: In respect : 2.1.1 Party A and Party B agree that, Party B shall pay service fee to Party A on a quarterly basis and the amount of the service fees payable fee paid by Party B of a quarter shall equal to Party A, the service fee for each calendar year shall be calculated and confirmed according to the following variable standards: 2.1.1 In respect of the service fee payable by Party B, subject to the laws of China, after the deduction of the costs and expenses necessary for Party B’s business operations revenue of such quarter minus the marketing costs, operating fees and other expenses (including marketing expenses, management expenses and financial expenses) of Party B of that quarter permitted by Party A. 2.1.2 Party A and Party B agree that, where necessary, Party B may pay service fee to Party A based on the preliminary final accounts of the necessary costs time spent by Party A for providing such service and expenses shall be submitted fees scale determined beforehand. 2.1.4 If Party A transfers technology to Party B or develops software or other technology as entrusted by Party B and subject to the final confirmation and decision of Party A) and taxes, to make up for Party B’s losses in previous years (as required by applicable laws), and for the withdrawal of the statutory reserve fund (as required by applicable laws), all the profits of Party B in the aforesaid year shall be paid to Party A as the service fee for the services agreed in this Agreement provided by Party A or leases equipments or properties to Party B, but the technology transfer price, development fees or rent shall be determined by the Parties based on the actual situations. 2.2 During the term of this Agreement, Party A shall, within the first 15 days of each quarter, provide Party B with a written notice of service fee payment in connection with the content and amount of services during the preceding quarter. The amount of service fee contained in the notice of service fee payment shall be final and certain. Party B shall, within the first 30 days of each quarter, fully and promptly pay the service fee of the preceding quarter as requested by the notice of service fee payment to Party A. 2.3 Prior to Party A’s issuance of a written notice of service fee payment to Party B in relation to the service fee, Party B shall promptly and accurately provide Party A with the precise amount of its revenue, marketing expenses, operating expenses and other relevant fees for the preceding quarter and its financial statements for Party A’s review and verification. 2.4 Party A is entitled to reduce the amount of service fee or permit Party B to defer the payment of service fee based on the actual operating situations of Party B to ensure its proper operation. 2.5 On the premise of complying with the PRC laws, Party A agrees that, during the term of this Agreement, it is entitled to and responsible for all economic benefits and risks derived by Party B. If any operating loss or critical operation adversity occurs in Party B, Party A shall have the right to adjust the amount of the service fee according to the following factors and circumstances of the services provided provide financial support to Party B, which shall not exceed the limit specified above. 2.1.2 If and only Party A finds the service fee determination mechanism agreed in this Agreement is not applicable can decide whether Party B should continue its operation under such circumstances and needs to be adjusted for a certain reason, Party B shall actively negotiate in good faith with unconditionally accept and execute the decision made by Party A within ten (10) business days after Party A makes a written request for fee adjustment, in order to determine the new standard or mechanism for the fee. If Party B does not respond within ten (10) business days after receiving the above adjustment notice, such adjustment shall be deemed acceptedas aforesaid. 2.1.3 The service fee shall be calculated, confirmed and paid pursuant to the fiscal year or a reasonable period otherwise specified by Party A. If it is calculated, confirmed and paid pursuant to the fiscal year, within three (3) months after the end of each fiscal year, Party B shall prepare and issue a financial report that is in accordance with applicable accounting standards and audited by an accounting firm, and shall pay Party A the service fee under this contract within fifteen (15) days after the preparation and issuance of the audited accounting report. If it is calculated, confirmed and paid pursuant to a reasonable period otherwise specified by Party A, Party B shall calculate and confirm with Party A, and pay Party A the service fee under this contract within fifteen (15) days after Party A specifies the reasonable period otherwise. 2.2 In addition to the service fees, Party B shall bear all reasonable expenses, advance payments and out-of-pocket expenses in any form paid or incurred in or in connection with the performance or provision of services by Party A, and reimburse Party A in this regard. 2.3 Each Party shall respectively bear their taxes payable according to law for the execution and performance of this Agreement. At the request of Party A, Party B shall use its best efforts to assist Party A in obtaining the exemption from value added tax for all or part of its service fee revenue under this Agreement.