CONSULTING SERVICES AGREEMENT
Exhibit 10.4
This
Consulting Services Agreement (this “Agreement”) is dated
July 5, 2009, and is entered into in People’s Republic of China (“PRC” or
“China”) by and between Huainan Zheng Yuan Commercial Trading Co., Ltd. (“Party A”) and NewTech
Enterprise Management, Inc (“Party B”). Party A
and Party B are referred to collectively in this Agreement as the “Parties.”
RECITALS
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(1)
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Party
A, a limited company incorporated in PRC, is engaged in consulting and
business trading;
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(2)
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Party
B, a corporation organized
under laws of the State of Delaware and seeking “Target Companies” for
combination which shall include the company(ies) engaging in mining
equipment business with its principal operations located in the People’s
Republic of China, health financial data, growth potential, experienced
and skillful management and competitive
advantage;
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The
Parties desire that Party A provide Party B with consulting and other
relevant services in connection with mining equipment business in China;
and
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The
Parties are entering into this Agreement to set forth the terms and
conditions under which Party A shall provide consulting and other related
services to Party B.
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NOW THEREFORE, the
Parties agree as follows:
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2.
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RETENTION AND SCOPE OF
SERVICES
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2.1 Party
B hereby agrees to retain the services of Party A, and Party A accepts such
appointment, to provide to Party B services in relation to the combination of
companies in mining equipment business in the PRC pursuant to the terms and
conditions of this Agreement (the “Services”). The
Services shall include, without limitation:
(a) General
Information. Provide general advice, assistance and study
report relating to general information of mining equipment business in PRC,
including without limitation, business news, technology, law and policy
information, market shares, major player, average profit margin, average salary
of employee, and other information required to know by Party B
(b) Services Regarding
Combination .
(i) Provide general
advice, assistance and report in relation to Target Companies which may
potentially be combined with Party B;
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(ii) Provide
advice and assistance in relation to feasible plan for business combination;
and
(iii) Provide advice and assistance
for Party B to access to potential Target Companies and any related
information.
(c) Business Development.
Provide advice and assistance in future business growth and development of Party
B.
(d) Other. Such
other advice and assistance as may be agreed upon by the Parties.
3. PAYMENT
3.1 In
consideration of the Services to be provided by Party A hereunder, Party B shall
pay to Party A a consulting services fee (the “Consulting Services
Fee”) during the term of this Agreement, payable in Renminbi (“RMB”) each quarter,
equal to XXX 00000.
3.2 The
Consulting Services Fee shall be paid in RMB by telegraphic transfer to Party
A’s bank account as is specified in writing from time to time by Party A or by
any other method of payment agreed by both Parties.
4. TERM AND
TERMINATION
4.1 This
Agreement shall take effect on the date of execution of this Agreement and shall
remain in full force and effect unless terminated pursuant to Clause
4.2.
4.2 This
Agreement may be terminated by the election of any of the Parties in writing
with or without reason:
5. GOVERNING LAW AND
JURISDICTION
5.1 Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the PRC.
6. ASSIGNMENT
No part of this Agreement shall be
assigned or transferred by either Party without the prior written consent of the
other Party.
7. GENERAL
7.1 The
failure or delay in exercising a right or remedy under this Agreement shall not
be constituted as a waiver of the right or remedy, and no single or partial
exercise of any right or remedy under this Agreement shall prevent any further
exercise of the right or remedy.
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7.2 Should
any clause or any part of any clause contained in this Agreement be declared
invalid or unenforceable for any reason whatsoever, all other clauses or parts
of clauses contained in this Agreement shall remain in full force and
effect.
7.3 This
Agreement constitutes the entire agreement between the Parties relating to the
subject matter of this Agreement and supersedes all previous
agreements.
7.4 No
amendment or variation of this Agreement shall be valid unless it is in writing
and executed by the Parties or their authorized representatives.
75 This
Agreement shall be executed in two (2) duplicate originals in English and
Chinese. Each Party shall receive one (1) duplicate original, and all originals
shall be equally valid. If any conflicts between Chinese version and English
version, Chinese version will prevail.
[SIGNATURE
PAGE FOLLOWS]
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［SIGNATURE
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IN WITNESS WHEREOF this
Agreement is duly executed by each Party or its legal
representatives.
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PARTY
A:
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Huainan
Zheng Yuan Commercial Trading Co., Ltd.
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Legal/Authorized
Representative: /s/ WANG,
Duowei
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Name:
WANG, Duowei
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Title:
Director
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PARTY
B:
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Authorized
Representative: /s/ ZHU,
Mingzi
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Name:
ZHU, Mingzi
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Title:
Director
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