Common use of Provision of Services by Party A Clause in Contracts

Provision of Services by Party A. 1.1 Pursuant to the terms and conditions of this Agreement, Party B hereby appoints Party A as Party B’s exclusive service provider to provide Party B with comprehensive business support, technical services and consultation services, specifically including all or part of the services decided by Party A from time to time within the business scope of Party A, including, but not limited to, the contents listed in Annex I as well as other consultations and services related to the above and provided by Party A from time to time upon the request of Party B to the extent permitted by the PRC Laws (including any laws, regulations, rules, notices or other binding documents promulgated by any central or local legislative, administrative or judicial department of Mainland China before or after the execution of this Agreement, hereinafter “PRC Laws”) (hereinafter referred to as “Services”). 1.2 Party B agrees to accept the consultations and services provided by Party A. Party B further agrees that except with Party A’s prior written consent, during the term hereof, Party B shall not accept, or cause its controlled subsidiaries to accept any consultation and/or services provided by any third party, and shall not cooperate with any third party, in respect of the consultations and services contemplated herein. Party A may appoint other parties, who may enter into some or all agreements described in Article 1.4 with Party B, to provide Party B with the consultations and/or services under this Agreement. 1.3 In order to ensure that Party B meets the cash flow requirements in its daily operation and / or offset any losses arising from its operation, whether or not Party B actually incurs any such operating losses, Party A may, at its discretion, decide to provide Party B with financial support (only to the extent permitted by the PRC Laws). Party A may provide financial support to Party B in the form of loans permitted by the PRC Laws, and shall execute the contract in respect of such loan separately.

Appears in 3 contracts

Samples: Exclusive Business Cooperation Agreement (Bilibili Inc.), Exclusive Business Cooperation Agreement (Bilibili Inc.), Exclusive Business Cooperation Agreement (Bilibili Inc.)

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Provision of Services by Party A. 1.1 Pursuant to In accordance with the terms and conditions of this the Agreement, Party B hereby appoints Party A as Party B’s its exclusive service provider to provide Party B with comprehensive business support, technical services and consultation consulting services, specifically including all or part of the services decided as determined by Party A from time to time which are within the approved business scope of Party AB, including, including but not limited toto technical services, the contents listed in Annex I as well as other consultations network support, business consulting, equipment or lease, market consulting, system integration, product research and services related to the above development and provided by Party A from time to time upon the request of Party B to the extent permitted by the PRC Laws system maintenance (including any laws, regulations, rules, notices or other binding documents promulgated by any central or local legislative, administrative or judicial department of Mainland China before or after the execution of this Agreement, hereinafter “PRC Laws”) (hereinafter referred to as “Services”)) during the term of the Agreement. 1.2 Party B agrees to accept the consultations Services and services consultation provided by Party A. Party B further agrees that that, except with the prior written consent of Party A’s prior written consent, during the term hereof, Party B shall not accept, or cause its controlled subsidiaries to accept any consultation and/or services provided by any third party, and shall not party or cooperate with any third party, with regard to any matters stipulated in respect the Agreement, during the term of the consultations and services contemplated hereinAgreement. Party A may appoint designate other parties, who parties (the designees may enter into some or all sign certain agreements described in specified under Article 1.4 hereof with Party B, ) to provide Party B with the consultations consultation and/or services under this Agreementhereunder. 1.3 During the term of the Agreement, Party A, as the principal beneficiary of Party B, has the right to all economic benefits and is subject to risks arising out of businesses of Party B. In order to ensure that Party B meets the cash flow requirements in its daily operation and / or offset and/or cover any losses arising from incurred in its operation, whether or not Party A is obliged to provide financial support for Party B actually incurs any such operating losses, Party A may, at its discretion, decide to provide Party B with financial support (only to the extent permitted by the PRC Laws)laws of China) regardless of whether Party B actually incurs any of the operating losses. For the above purposes, Party A may provide financial support to Party B in the form and/or any of loans permitted by the PRC Lawsits shareholders through bank entrusted loans, or borrowings or other means, and shall execute sign relevant contracts for such entrusted loans, borrowings or other means of financial support. 1.4 Method of provision of services 1.4.1 Party A and Party B agree that during the contract in respect term of such loan separatelythe Agreement, the parties may, directly or through their respective related parties, sign other technical service agreements and consulting service agreements with the other party or its related parties, with regard to the specific content, methods, personnel and fees of specific technical services and consulting services. 1.4.2 In order to perform the Agreement, Party A and Party B agree that during the term of the Agreement, the parties may, directly or through their respective related parties, sign an intellectual property licensing agreement (including but not limited to software, trademarks, patents and know-how) with the other party or its related parties, which shall allow Party B to use Party A’s relevant intellectual properties at any time according to Party B’s business needs. 1.4.3 Party B confirms that Party A may, at its sole discretion, subcontract to a third party all or part of the services which shall be provided for Party B hereunder.

Appears in 2 contracts

Samples: Exclusive Business Cooperation Agreement (Oneconnect Financial Technology Co., Ltd.), Exclusive Business Cooperation Agreement (Oneconnect Financial Technology Co., Ltd.)

Provision of Services by Party A. 1.1 Pursuant to In accordance with the terms and conditions of this Agreementhereof, Party B hereby appoints entrusts Party A as Party B’s the exclusive service provider of Party B to provide Party B with comprehensive business support, technical services and consultation servicesservices to Party B during the term hereof, specifically including all or part of the services decided within the business scope of Party B as determined by Party A from time to time within the business scope of Party Atime, including, including but not limited toto technical services, technical consultation, professional training, business consultation, intellectual property license, market consultation, management consultation services related to the contents listed in Annex I as well as business operation of Party B, and other consultations consultation and services related to the above and provided as required by Party A B from time to time upon the request of Party B and to the extent permitted by the PRC Laws of China (including any laws, regulations, rules, notices or other binding documents promulgated by any central or local legislative, administrative or judicial department of Mainland China before or after the execution of this Agreement, hereinafter “PRC Laws”) (hereinafter referred to as “Services”). 1.2 Party B agrees to accept the consultations consultation and services Services provided by Party A. Party B further agrees that except agrees, unless with the prior written consent of Party A’s prior written consent, during the term hereof, for the purpose hereof, Party B shall not accept, or and shall cause its the controlled subsidiaries not to accept any other consultation and/or and/services provided by any third partyparty other than the cooperating bank, and nor shall not they cooperate with any third party, in respect of party other than the consultations and services contemplated hereincooperating bank. Party A may appoint other parties, who designate another Party (such designated Party may enter into some or all agreements described sign this Agreement and the agreement provided in Article 1.4 with Party B, in whole or in part) to provide Party B with the consultations consultation and/or services under this AgreementServices hereunder. 1.3 In order to To ensure that Party party B meets the requirements of cash flow requirements in its daily operation and / or and/or offset any losses arising from its operation, whether or not Party B actually incurs any such operating lossestherefrom, Party A may, at its own discretion, decide provide financial support to provide Party B with financial support (only to the extent permitted by the PRC Laws)Laws of China) regardless of whether Party B actually suffers from any such operational losses. Party A may provide financial support to Party B in the form by means of loans loan permitted by the PRC Laws, Laws of China (as defined below) and both Parties shall execute the contract in respect of separately sign such loan separatelycontract.

Appears in 2 contracts

Samples: Exclusive Business Cooperation Agreement (QUHUO LTD), Exclusive Business Cooperation Agreement (QUHUO LTD)

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Provision of Services by Party A. 1.1 Pursuant to In accordance with the terms and conditions of this Agreementhereof, Party B hereby appoints entrusts Party A as Party B’s exclusive service provider to provide Party B with the relevant comprehensive business support, technical services and consultation servicesconsultant services as the exclusive service provider of Party B during the term hereof, specifically including all or part of the services decided determined by Party A from time to time within and included in the business scope of Party AB, including, including but not limited to: technical services, network support, business consulting, license of intellectual property rights, equipment and lease, market consultation, system integration, product research and development and system maintenance, management consultant services regarding the contents listed in Annex I as well as other consultations and services related to the above and provided by Party A from time to time upon the request business operation of Party B B, and to the extent permitted by the PRC Laws (including any laws, regulations, rules, notices or other binding documents promulgated by any central or local legislative, administrative or judicial department consultations and services for the foregoing items provided from time to time at the request of Mainland China before or after the execution of this Agreement, hereinafter “PRC Laws”) Party B (hereinafter referred to as the “Services”). 1.2 Party B agrees to accept the consultations and services provided by Party A. Party B further agrees that except with that, without the prior written consent of Party A’s prior written consent, during the term hereof, for the matters set forth herein, Party B shall not accept, or and shall cause its the subsidiaries controlled subsidiaries by Party B not to accept any consultation and/or services service provided by any third party, and shall not nor cooperate with any third party, in respect of the consultations and services contemplated herein. Party A may appoint designate other parties, who Designees (the Designees may enter into some or all the agreements described required in Article 1.4 with Party Bhereof wholly or partly), to provide Party B with the consultations and/or services under this Agreementhereunder. 1.3 In order to ensure To make sure that Party B meets satisfies the cash flow requirements in its the daily operation and / or offset (or) set off any losses loss arising from its operation, no matter whether or not Party B has actually incurs incurred any such operating lossesloss, Party A may, at its own discretion, decide to provide Party B with financial support (only to the extent permitted by the PRC Lawslaws). Party A may provide Party B with financial support to Party B in the form of loans the loan permitted by PRC Laws (as defined below), and shall otherwise enter into a loan contract therefor. 1.4 Way of service provision (1) Party A and Party B agree that during the term of this Agreement, both parties may, directly or through their respective related parties mastering the corresponding service abilities and resources, enter into other technical service agreements and consultant service agreements for the service provision by Party A to Party B, specifying the specific contents, methods, personnel and charges of the specific Services. ​ (2) To perform this Agreement, Party A and Party B agree that during the term hereof, both parties may, directly or through their respective related parties, enter into a license agreement for intellectual property rights (including but not limited to: software, trademarks, patent, know-how), permitting Party B to use the intellectual property rights of Party A at any time for the business needs of Party B. (3) To perform this Agreement, Party A and Party B agree that during the term hereof, both parties may, directly or through their respective related parties, enter into a lease agreement for devices or plants (if any), permitting Party B to use the devices or plants (if any) of Party A at any time for the business needs of Party B. (4) To perform this Agreement, Party A and Party B agree that during the term hereof, both parties may, directly or through their respective related parties, enter into other agreements, for the services provided by Party A to Party B. (5) Party A may, at its discretion, wholly or partly subcontract the Services to be provided to Party B hereunder to any third party mastering the corresponding service abilities and resources. 1.5 For the service provision hereunder, Party A and Party B shall timely communicate and exchange various information related to their business and/or customers. The Services provided by Party A in this Agreement shall be exclusive. In terms of the services provided by any existing third party to Party B, which are the same or similar to the Services provided by Party A, with the written approval of Party A, Party B may continue to perform the relevant agreement; if Party A disagrees with Party B to continue to perform any relevant agreement, Party B shall forthwith rescind such an agreement with the third party and assume any expense and liability arising from the rescission of the agreement. In terms of other contracts which are being performed by Party B or other legal instruments setting forth the obligations of Party B, Party B shall continue to perform them. Without the written consent of Party A, Party B shall not alter, modify or terminate such contracts or legal instruments. 1.6 To define the rights and obligations of both parties, and cause the forgoing service agreements to be performed actually, both parties agree that to the extent permitted by the PRC laws: (1) Party B must carry out business by following the opinions or suggestions on the Services provided by Party A in Article 1.1 hereof. (2) unless Party A agrees that the original directors and supervisors of Party B may remain in office, Party B will appoint the persons recommended by Party A as the directors of Party B as per the PRC laws (including any law, regulation, rule, notice, interpretation or other binding documents issued by any central or local legislative, administrative or judicial department before or after the execution hereof, hereinafter referred to as the “PRC Laws”), and to the extent permitted by the PRC Laws, appoint the senior executives recommended by Party A and employed by Party A as the general manager, financial director and other senior executives of Party B, responsible for supervision of the business and operation of Party B; to the extent permitted by the PRC Laws, unless the directors recommended by Party A are retired, resign, are incompetent or die, without the prior written consent of Party A, Party B shall execute not remove them for any other reason. (3) Party B agrees to cause its directors and senior executives to exercise the powers granted by the relevant laws and regulations and articles of association as instructed by Party A. (4) Party A shall set and adjust the organization of Party B, and manage the human resources. (5) Party A shall be entitled to carry on the business related to the Services in the name of Party B, and Party B shall provide all the necessary support and convenience so that Party A may smoothly carry on the business, including but not limited to the provision of all the necessary powers of attorney required for the Services to Party A. (6) To the extent permitted by the PRC Laws, Party A shall have the right to regularly and at any time check the account of Party B, and Party B shall timely and accurately charge to an account and provide Party A with the relevant accounting information as required by Party A. During the term hereof, Party B agrees to cooperate with Party A and its shareholders (including direct or indirect shareholders) in an audit (including but not limited to the audit for various related transactions and other kinds of audits) and provide Party A, its shareholders (including direct or indirect shareholders) and/or entrusted auditors with the operation, business, customer, financial, and employee information and materials of Party B and agrees that the shareholders of Party A may disclose such information and materials to satisfy the requirements on securities regulation. (7) Party B agrees to hand over the relevant certificates and official seals important for the daily operation of Party B, including the ​ ​ business license, organization code certificate (if any), official seal, contract in respect seal, special seal for finance and seal of such loan separatelythe legal representative of Party B to the directors, legal representative, general manager, financial director and other senior executives of Party B recommended by Party A and appointed by Party B as per the statutory procedures for keeping. 1.7 Both parties agree that the Services provided by Party A to Party B hereunder shall also apply to the subsidiaries controlled by Party B and Party B shall cause the subsidiaries controlled by Party B to exercise the rights and perform the obligations as per this Agreement.

Appears in 1 contract

Samples: Exclusive Business Cooperation Agreement (Zhihu Inc.)

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