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Exhibit 10.16
(Beijing and Qin Dynasty)
THIS AGREEMENT is made the 1st day of February 1999
BETWEEN
(1) Beijing City Hotel Company Limited, a limited company incorporated in
the Peoples Republic of China whose registered office is situate at 4
Gong Ti Xxxx Xx, Xxxx Xxxx District, Beijing, Peoples Republic of China
("Party A") of the one part; and
(2) Qin Dynasty Hotel (Xian) Limited, a limited company incorporated in the
Peoples Republic of China whose registered office is situate at Xx. 00,
Xxxxxxxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Peoples Republic of
China ("Party B") of the other part.
WHEREAS:
(1) Party A is running a tourist business in China and is operating several
trips from Beijing to Hong Kong via Xian ("the Trips"). Details of the
Trips and the prices therefor ("the Prices") (subject to seasonal
fluctuation) are contained in the several brochures ("the Brochures")
which are annexed hereto.
(2) Party A is desirous of sub-contracting out those stages of the Trips to
be operated in Xian ("the Xian Stages") in the manners hereinafter
stipulated.
NOW THEREFORE IT IS MUTUALLY AGREED:
1. Party A shall refer/assign all its customers for the Trips ("the Customers")
to Party B (and to Party B only) as its exclusive sub-contractor for the
operation of the Xian Stages of the Trips from the reception of the Customers
from Beijing in the Xian airport up to the departure of
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the Customers in the Xian airport to Hong Kong. Party B agrees to act as such
exclusive sub-contractor and to take up the operation of the Xian Stages of the
Trips in the manners hereinafter stipulated.
2. Party A shall be responsible for purchasing the round trip tickets for the
whole of the Trips for the Customers and shall ensure that each of the Customers
shall hold a set of valid round trip ticket before departure from Beijing.
3. Party A shall also be responsible for purchasing the round trip insurance
coverage for the whole of the Trips for each of the Customers and shall ensure
that each of the Customers shall hold a valid coverage of such insurance before
departure from Beijing.
4. Party B shall be responsible for all the costs and expenses within the ambit
of the operation of the Xian Stages of the Trips in the manners hereinafter
stipulated and in accordance with the Brochures, except the costs of all the
air-tickets and insurance coverage for the whole of the Trips, which are the
responsibilities of Party A. For avoidance of doubt, all costs and expenses
incurred outside the ambit of the operation of the Xian Stages of the Trips are
the responsibility of Party A.
5. In operating the Xian Stages of the Trips, Party B shall ensure that the
routes, the activities, the accommodations, the transportations (except the
airway parts which are the responsibility of Party A), the guide-services and
every other aspects of and incidental to the Xian Stages of the Trips are
operated in strict adherence to and compliance with those modes, qualities and
standards as specified in the Brochures.
6. In operating the Xian Stages of the Trips, Party B shall, when receiving,
entertaining and guiding the Customers, ensure that such trip names and/or
marks, signs or logos as specified in the Brochures shall be clearly,
distinctively and visibly exhibited, erected, posted up or hanged up so as to
allow the Customers to easily identify the same as-the Trips for which they are
joining.
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7. In order to perform its duties in operating the Xian Stages of the Trips,
Party B shall, upon receiving notice from Party A that any of the Trips is about
to commence, make without delay all preliminary arrangements and checkings such
as accommodation bookings, transportation bookings (except the airway parts
which are the responsibility of Party A), sight seeings availability and
guide-services recruiting etc. so as to ensure that the Xian Stages of the Trips
can be properly and smoothly operated. In case any problem is encountered or
foreseen by Party B, it shall immediately inform Party A the same so as to allow
Party A of sufficient time to consider the cancellation of the Trips. Party A
undertake to give sufficient prior notice to Party B of the commencement of any
of the Trips so as to allow Party B of sufficient time to make such preliminary
arrangements and checkings.
8. In case any complaint by the Customers is made to Party B or any problem is
encountered by Party B during the operation of the Xian Stages of the Trip,
Party B shall inform Party A of the same immediately and shall try its best to
resolve such complaint or problem promptly and fairly. In operating the Xian
Stages of the Trips, Party B shall be personally liable for and shall keep Party
A indemnified against any claims by the Customers arising from any breach of or
deviation from or non-fulfillment of those modes, qualities or standards in
respect of the Xian Stages of the Trips as specified in the Brochures PROVIDED
that any defense or exclusion or limitation factor available under the terms and
conditions for the provision of the Trips which are available to Party A to meet
such claims shall also be available to Party B in operating the Xian Stages of
the Trips.
9. Party B shall not without the consent in writing of Party A pledge or engage
the credit of Party A or enter into or purport to enter into any contract on
behalf of Party A.
10. Party B shall not without the consent in writing of Party A disclose to the
Customers its name as the sub-contractor or operator of the Xian Stages of the
Trips and shall ensure that such trip names and/or marks, signs or logos as
specified in the Brochures shall throughout the Xian Stages of the Trips be used
as the identifiers for the Trips to the Customers only.
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11. In consideration of the services to be provided by Party B in the operation
of the Xian Stages of the Trips, Party B shall be entitled to receive from Party
A a remuneration equal to 8% of the Prices paid by the Customers for the Trips.
Such remuneration shall be paid by Party A to Party B before the commencement of
the Trips in case there is any subsequent fluctuation in the Prices, the actual
amounts to be received by Party B shall fluctuate accordingly PROVIDED that if
there is any reduction in the Prices without the prior consent of Party B, Party
B shall be entitled to refuse to take up those Trips at the reduced Prices.
12. Party A undertakes that it shall receive the full amounts of the Prices from
the Customers before any of the Trips shall commence.
13. This Agreement shall commence on the date hereof and shall continue in force
thereafter until terminated:
(a) By either party giving not less than 3 months' written notice
of termination to the other; or
(b) Forthwith by either party giving written notice to the other
party in any of the following events:
(i) if a distress or execution is levied against any of
the property of the other party and is not paid out
within 14 days; or
(ii) if the other party ceases to carry on its business or
substantially the whole of its business; or
(iii) if the other party announces that it is intending to
cease, or considering ceasing to carry on its
business or substantially the whole of its business;
or
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(iv) if an encumbrancer takes possession, or a receiver is
appointed of any party of the assets of the other
party.
14. The termination of this Agreement under the preceding clause shall not
prejudice any rights of either party in existence prior to the effective date of
termination in the event of a termination under sub-clause (a) above the
termination shall not apply in relation to the Trips which have commenced prior
to the effective date of termination and the rights and obligations of each
party under this Agreement in respect of such trips shall survive the
termination and be enforceable notwithstanding such termination. In the event of
a termination under sub-clause (b) above such provision shall apply in relation
to the Trips commenced prior to the effective date of termination as the party
terminating this Agreement shall stipulate as being most appropriate for giving
effect to the substance of this Agreement and the interests of the Customers in,
the circumstances which have arisen.
15. Any notice given hereunder by either party to the other may be sent by
facsimile transmission or prepaid recorded delivery post to the party's address
given above in which event it shall be deemed to have been received within 2
working days after the date of posting. Any notice given by facsimile shall be
deemed immediately received upon confirmation of completion of such
transmission.
16. This Agreement shall supersede any and all previous agreements or
arrangements between the parties hereto.
17. This Agreement shall take effect on 1st January 1999 and shall be deemed
made on that day.
18. This Agreement shall be interpreted and governed by the laws of the Peoples
Republic of China and the parties hereto submit to the non-exclusive
jurisdictions of the courts of the peoples Republic of China.
SIGNED by )
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for and on behalf of Party A )
)
in the presence of: )
SIGNED by )
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for and on behalf of Party B )
)
in the presence of: )
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