Common use of Consultation and Services Clause in Contracts

Consultation and Services. Sole and Exclusive Right 1.1 During the term of this Agreement, Party A agrees to provide Party B with relevant consultation and services (details see Attachment 1) as Party B’s sole consultation and service provider in accordance with the conditions of this Agreement. 1.2 Party B agrees to accept the consultation and services provided by Party A during the term of this Agreement. In consideration of the value of the consultation and services provided by Party A and the good cooperating relationship between the Parties, Party B further agrees that it will not accept any consultation or services provided by any third party in respect of the business scope involved in this Agreement during the term of this Agreement, except with prior written consent of Party A. 1.3 In respect of any right, title, interest, intangible assets and intellectual property right (including but not limited to copyright, patent, software, know-how, commercial secrets and others), no matter developed by Party A on its own, or developed by Party B based on the intellectual property of Party A, or developed by Party A based on the intellectual property of Party B, Party A shall have sole, exclusive and full ownership, rights and interests, and Party B may not claim any aforesaid right, title, interest, intangible assets or intellectual property right against Party A. Unless expressly authorized by Party A, Party B does not have any interest in Party A’s intellectual property rights that are used by Party A to provide services under this Agreement. In order to ensure Party A’s rights under this Article, Party B shall sign all appropriate documents, take all appropriate actions, submit all applications and filings, provide all appropriate assistance, and take all other actions considered necessary at Party A’s own discretion, to assign to Party A the ownership, rights and interests of any such intellectual property rights and intangible assets, and/or to improve protection of such intellectual property rights and intangible assets of Party A (including registration of intellectual property rights and intangible assets under the name of Party A). However, if the development is carried out by Party A based on the intellectual property of Party B, Party B shall guarantee that there is no defect in such intellectual property right. Otherwise, Party B shall be responsible for damages caused to Party A. If Party A has undertaken the responsibility for compensating any third party as a result therefrom, and after making such compensation, Party A shall be entitled to claim indemnity against Party B for all of its losses. 1.4 In consideration of the good cooperating relationship between the Parties, Party B undertakes that it shall obtain Party A’s consent if it wishes to carry out any business cooperation with any other enterprise, and that Party A or its affiliated company shall have the priority right of cooperation under the same conditions.

Consultation and Services. Sole exclusive rights and Exclusive Rightinterests 1.1 During Party A agrees, during the term of this Agreement, Party A agrees to provide act as exclusive provider to supply Party B with relevant consultation and services (details see Attachment 1) as Party B’s sole consultation and service provider in accordance with the conditions of as set out in this AgreementAgreement (as specified in Schedule 1). 1.2 Party B agrees to accept during the valid term of this Agreement the consultation and services service provided by Party A during the term of this Agreement. A. In consideration view of the value of the consultation and services service provided by Party A and the good cooperating relationship cooperation established between the two Parties, Party B further agrees that it will not to accept any consultation or services provided by any third party in respect of the business scope involved in this Agreement during the term of this AgreementAgreement any consultation and service provided by any third parties in relation to the business scope referred to herein, except with unless a prior written consent of has been granted by Party A.A. Both Party A and Party B agree that Party A may delegate other party (parties) to provide service and/or support as stipulated in this Agreement to Party B. 1.3 In respect of any rightrights, title, interest, intangible assets interest and intellectual property right rights arising out of the performance of this Agreement (including but not limited to copyright, patentpatent right, softwaretechnical secrets, know-how, commercial trade secrets and others), no matter whether they are developed by Party A on its their own, or developed by Party B based (or Party A) on the basis of the intellectual property rights of Party A, A (or developed by Party A based on the intellectual property of Party B), Party A shall have sole, exclusive right and full ownership, rights and interestsinterest thereto, and Party B may shall not claim any aforesaid rightrights, title, interest, intangible assets or intellectual property right against Party A. Unless expressly authorized by Party A, Party B does not have any interest in Party A’s and intellectual property rights that are used by Party A to provide services under this Agreement. In order to ensure against Party A’s rights under this Article; provided, however, that Party B shall sign all appropriate documents, take all appropriate actions, submit all applications and filings, provide all appropriate assistance, and take all other actions considered necessary at Party A’s own discretion, to assign to Party A the ownership, rights and interests of any ensure that such intellectual property rights and intangible assets, and/or to improve protection of are free from any flaw if such intellectual property rights and intangible assets of Party A (including registration of intellectual property rights and intangible assets under the name of Party A). However, if the development is carried out by Party A based on the basis of the intellectual property rights of Party B, Party B shall guarantee that there is no defect in such intellectual property right. Otherwise; otherwise, Party B shall be responsible liable for damages caused to any losses suffered therefrom by Party A. If In the event that Party A has undertaken A, due to the said reasons, takes the responsibility for compensating any third party as a result therefromparties, and Party A shall, after making such compensation, Party A shall be entitled to claim indemnity recourse against Party B for any and all of its losseslosses suffered therefrom. 1.4 In consideration of Considering the good cooperating fairly cooperative relationship between the PartiesParty A and Party B, Party B undertakes that it shall to obtain the consent from Party A’s consent A if it wishes desires to carry out establish any business cooperation with any other enterpriseenterprises, and that to the extent of which, Party A or its affiliated company affiliates shall have be of priority for cooperation. Further, Each member of Party C agrees with foregoing arrangements as well. 1.5 Party B hereby grants to Party A an irrevocable and exclusive preemptive right by which Party A may, to the priority right extent permitted by PRC laws and regulations, at its sole discretion, purchase by itself or delegate one or more person(s) (such person(s) must be a direct or indirect shareholder(s) of cooperation Party A when exercising such preemptive right) to purchase from Party B the whole or any part of its assets at the minimum price as permitted under PRC laws and regulations, and in which case, relevant parties shall otherwise enter into a separate Asset Transfer Contract providing for the same conditionsterms and conditions of such assets transfer. 1.6 Upon request of Party A, Party B shall, for the purpose of procuring Party B’s performance of this Agreement, agree to mortgage/pledge in favor of Party A the receivables generated from its business operation and the whole or part of its assets, and in which case the two parties shall otherwise enter into corresponding security agreements.

Consultation and Services. Sole and Exclusive RightInterests 1.1 During Party A agrees, within the term validity period of this AgreementAgreement (“Term”), Party A agrees to provide Party B with relevant consultation and services (details see Attachment 1) as for Party B’s sole consultation and service provider B in accordance with the terms and conditions of this Agreementhereunder (see Annex I for details). 1.2 Party B agrees to accept accept, within the Term, consultation and services provided by Party A during the term of this Agreement. In consideration of the value of the consultation and services provided by Party A and the good cooperating relationship between the Parties, A. Party B further agrees that it will shall not accept accept, within the Term, any consultation or and services in connection with the business hereunder provided by any third party (except that appointed by Party A) unless Party A gives prior consent in respect of the business scope involved in this Agreement during the term of this Agreement, except with prior written consent of Party A.writing. 1.3 In respect of Party A shall have the sole and exclusive rights in connection with any rightrights, titletitles, interest, intangible assets interests and intellectual property right arising from performance hereof (including including, but not limited to the copyright, patentpatent technical secret, softwarebusiness secret, know-how, commercial secrets and othersetc.), no matter independently developed by Party A on its own, or developed by Party B based on the intellectual property of Party A, A or developed by Party A based on the intellectual property of Party B, Party A shall have sole, exclusive and full ownership, rights and interests, and Party B may shall not claim any aforesaid rightrights, titletitles, interest, intangible assets or interests and/or intellectual property right against Party A. Unless expressly authorized by Party A, Party B does not have any interest in Party A’s intellectual property rights that are used by Party A to provide services under this Agreement. In order to ensure Party A’s rights under this Article, Party B shall sign all appropriate documents, take all appropriate actions, submit all applications and filings, provide all appropriate assistance, and take all other actions considered necessary at Party A’s own discretion, to assign to Party A the ownership, rights and interests of any A. 1.4 If such intellectual property rights and intangible assets, and/or to improve protection of such intellectual property rights and intangible assets of Party A (including registration of intellectual property rights and intangible assets under the name of Party A). However, if the development is carried out made by Party A based on the intellectual property of Party B, Party B shall guarantee ensure that there is no defect in such intellectual property rightis free from any defect and shall indemnify Party A for any losses arising from any litigation and/or disputes due to infringement by Party B’s intellectual property of the rights of any third party, provided that Party A provides the evidence that is recognized by the Parties to prove the losses it suffers. Otherwise, Party B shall be responsible for damages caused to Party A. If Party A has undertaken the responsibility for compensating any third party as a result therefrom, and after making such compensation, Party A shall be entitled to claim indemnity against Party B for all of its losses. 1.4 In consideration of the good cooperating relationship between the Parties, Party B undertakes warrants that it shall obtain get consent from Party A’s consent if A before it wishes to carry out any cooperates with other enterprises in business cooperation with any other enterprise, and that Party A or and its affiliated company companies shall have the priority right of cooperation under in the same conditions.

Consultation and Services. Sole sole and Exclusive Rightexclusive rights 1.1 During the term period of this Agreementagreement, Party A agrees to provide Party B with relevant consultation consulting and services (details see Attachment 1) as Party B’s sole consultation exclusive consulting and service provider in accordance with the conditions terms of this Agreementagreement (see Annex 1 for details). 1.2 Party B agrees to accept the consultation and services provided by Party A during the term validity period of this Agreementagreement. In consideration of Taking into account the value of the consultation consulting and services provided by Party A and the good cooperating cooperative relationship between the Partiestwo parties, Party B further agrees that it that, unless Party A agrees in writing in advance, during the period of this agreement, Party B will not accept any consultation or third party’s involvement in this agreement consulting and services provided by any third party in respect of the business scope involved in this Agreement during the term of this Agreement, except with prior written consent of Party A.scope. 1.3 In respect of any rightFor all rights, titleownership, interestrights, intangible assets and intellectual property right rights (including but not limited to copyrightcopyrights, patentpatent rights, softwaretechnical secrets, know-howtrade secrets, commercial secrets and others)) arising from the performance of this agreement, no matter whether developed by Party A on its own, or developed by Party B based on the A Party A’s intellectual property of Party A, rights or those developed by Party A based on the Party B’s intellectual property of Party Brights, Party A shall have sole, enjoys sole and exclusive and full ownership, rights and interestsinterest, and Party B may shall not claim any aforesaid rightrights, titleownership, interestrights, intangible assets or and intellectual property right rights against Party A. Unless expressly authorized by Party A, Party B does not have any interest in Party A’s intellectual property rights that are used by Party A to provide services under this Agreement. In order to ensure Party A’s rights under this Article, Party B shall sign all appropriate documents, take all appropriate actions, submit all applications and filings, provide all appropriate assistance, and take all other actions considered necessary at Party A’s own discretion, to assign to Party A the ownership, rights and interests of any such intellectual property rights and intangible assets, and/or to improve protection of such intellectual property rights and intangible assets of Party A (including registration of intellectual property rights and intangible assets under the name of Party A). However, if the development is carried out by Party A based on Party B’s intellectual property rights, Party B must ensure that there are no defects in the intellectual property of Party Brights, Party B shall guarantee that there is no defect in such intellectual property right. Otherwise, otherwise Party B shall be responsible for damages losses caused to Party A. If Party A has undertaken therefore assumes the responsibility liability for compensating compensation to any third party as a result therefromparty, and after making such compensation, Party A shall be entitled has the right to claim indemnity against recover all its losses from Party B for all of its losses.B. 1.4 In consideration of Taking into account the good cooperating cooperative relationship between the Partiestwo parties, Party B undertakes promises that it shall obtain Party A’s consent if it wishes wants to carry out conduct any business cooperation with any other enterpriseenterprises, and that it must obtain the consent of Party A. Under the same conditions, Party A or its affiliated company shall affiliates have the priority right of cooperation under the same conditionsto cooperate.