The Calculation and Payment of the Service Fees. 2.1 During the term of this Agreement, the fees that Party B shall pay to Party A shall be calculated in the following way: 2.1.1 With regard to services provided by Party A to Party B, Party B shall pay Party A service fees annually. The service fees under this Agreement shall be the balance of the 100% gross consolidated profits of Party B for any financial year after offsetting the accumulated losses (if any) of Party B and its subsidiaries for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, and reasonable operation profits determined in accordance with applicable PRC tax law principles and tax practice. 2.1.2 In the event that Party A transfers technology to Party B or Party A is entrusted by Party B to develop software or other technology, or Party A leases equipment or properties to Party B, the technology transfer fees, entrusted development fees or rents shall be determined by the Parties based on the actual situation. 2.1.3 In addition to the service fees, Party B shall bear all the reasonable expenses, advance payments and out-of-pocket expenses in any form paid or incurred by Party A when performing or providing services, and shall pay Party A compensation accordingly. 2.1.4 The Parties shall respectively bear the taxes and fees for its execution and performance of this Agreement payable in accordance with laws. If requested by Party A, Party B shall use its best effort to assist Party A to obtain the treatment of exemption from value-added taxes on all or any part of its service fees income under this Agreement. 2.1.5 Party B hereby acknowledges and agrees that, without prior written consent of Party A or persons designated by Party A, Party B will not conduct or prompt any activities or transactions that may materially affect Party B’s assets, business, personnel, obligations, rights or operations, or conduct or promote any activities or transactions that may materially affect Party B’s ability to perform its obligations under this Agreement.
Appears in 8 contracts
Samples: Exclusive Business Cooperation Agreement (Waterdrop Inc.), Exclusive Business Cooperation Agreement (Waterdrop Inc.), Exclusive Business Cooperation Agreement (Waterdrop Inc.)
The Calculation and Payment of the Service Fees. 2.1 During The fees payable by Party B to Party A during the term of this Agreement, the fees that Agreement shall be calculated as follows::
2.1.1 Party B shall pay service fee to Party A in each year. The service fee for each year shall consist of management fee and fee for services provided, the amount and payment deadline of which shall be calculated determined by the Parties in writing through negotiation after considering; if the following wayParties fail to agree upon the amount of service fee, Party A’s decision shall be final and conclusive:
2.1.1 With regard to (1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A to providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B, Party B shall pay Party A service fees annually. The service fees under this Agreement shall be the balance of the 100% gross consolidated profits of Party B for any financial year after offsetting the accumulated losses ;
(if any6) of Party B and its subsidiaries for the preceding financial years and deducting the working capitalEssential cost, expenses, taxes and other statutory contributions required for any financial year, and reasonable operation profits determined in accordance with applicable PRC tax law principles and tax practicereserve or retaining funds.
2.1.2 In the event that If Party A transfers technology to Party B or Party A is develops software or other technology as entrusted by Party B to develop software or other technology, or Party A leases equipment or properties to Party B, the technology transfer feesprice, entrusted development fees or rents rent shall be determined by the Parties based on the actual situationsituations.
2.1.3 In addition to Except the service fees, Party B shall bear reimburse all the reasonable expensescosts, advance reimbursed payments and out-of-pocket expenses in any form expenses, paid or incurred by Party A when performing or providing in connection with the conduct of its performance and provision of services, and shall pay Party A compensation accordingly.
2.1.4 The Parties Each Party shall respectively bear the taxes and fees for related to its execution and performance of this Agreement payable in accordance with lawsAgreement. If requested by Upon the request of Party A, Party B shall use its best effort endeavor to assist Party A to obtain enjoy the treatment exemption of exemption from value-value added taxes on for all or any part party of its the service fees income under this Agreementfee revenue.
2.1.5 Party B hereby acknowledges and agrees that, without prior written consent of Party A or persons designated by Party A, Party B will not conduct or prompt any activities or transactions that may materially affect Party B’s assets, business, personnel, obligations, rights or operations, or conduct or promote any activities or transactions that may materially affect Party B’s ability to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Exclusive Business Cooperation Agreement (KE Holdings Inc.), Exclusive Business Cooperation Agreement (KE Holdings Inc.)
The Calculation and Payment of the Service Fees. 2.1 During the term of this Agreement, the fees that Party B shall pay to Party A shall be calculated in the following way:
2.1.1 With regard to services provided by Party A to Party B, Party B shall pay Party A service fees annually. The service fees under this Agreement shall be the balance of the 100% gross consolidated profits of Party B for any financial year after offsetting the accumulated losses (if any) of Party B and its subsidiaries for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, and reasonable operation profits determined in accordance with applicable PRC tax law principles and tax practice.
2.1.2 In the event that Party A transfers technology to Party B or Party A is entrusted by Party B to develop software or other technology, or Party A leases equipment or properties to Party B, the technology transfer fees, entrusted development fees or rents shall be determined by the Parties based on the actual situation.
2.1.3 In addition to the service fees, Party B shall bear all the reasonable expenses, advance payments and out-of-pocket expenses in any form paid or incurred by Party A when performing or providing services, and shall pay Party A compensation accordingly.
2.1.4 The Parties shall respectively bear the taxes and fees for its execution and performance of this Agreement payable in accordance with laws. If requested by Party A, Party B shall use its best effort to assist Party A to obtain the treatment of exemption from value-added taxes on all or any part of its service fees income under this Agreement.
2.1.5 . Party B hereby acknowledges and agrees that, without prior written consent of Party A or persons designated by Party A, Party B will not conduct or prompt any activities or transactions that may materially affect Party B’s assets, business, personnel, obligations, rights or operations, or conduct or promote any activities or transactions that may materially affect Party B’s ability to perform its obligations under this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (Waterdrop Inc.)