Exhibit 10.01
Outsourcing Services Agreement
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Beijing Chuangzhitongda Technology Development Co., Ltd., ("Beijing
Chuangzhitongda"), a company incorporated under the laws of the Peoples
Republic of China, with its principal offices in Room 906, Tower B, Century
Plaza, Xx.00 Xxxx Xxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxx , Xxxxx Crescent
Enterprises, Inc.("China Crescent"), a Nevada, USA corporation with
headquarters in Dallas, Texas, and Clipper Technology, Ltd. ("CLPTEC"), a
wholly-owned foreign subsidiary of China Crescent incorporated under the
laws of the Peoples Republic of China with its principle offices at Xx. 000
Xxxxxxxx Xx, Xxxxxxxx, 000000, each referred to in this Outsourcing
Services Agreement (the "SA") as the Party or collectively as the Parties
have as their common objective to engage in mutually beneficial business
opportunities. Pursuant to their common objectives, Beijing
Chuangzhitongda, CLPTEC and China Crescent Enterprises will seek joint
business opportunities in the Peoples Republic of China but not to the
exclusion of other countries and markets in which Beijing Chuangzhitongda
and China Crescent do business. To achieve their joint objectives the
Parties will enter into a Business Development Outsourcing Agreement and
other supporting agreements as necessary and referred to in this SA as the
"Agreements".
I. The Parties
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Beijing Chuangzhitongda engages in the sale, distribution of computer
networking hardware and software systems as well as system integration and
service support in the Peoples Republic of China, doing business primarily
in the northern China cities and provinces of Beijing, Tianjin, Hebei,
Liaoning, Shandong, and Henan. China Crescent is a systems integrator and
emerging technology incubator publicly traded on the OTC Bulletin Board in
the United States, with existing operations in Peoples Republic of China
and Singapore. CLPTEC is a wholly owned foreign subsidiary of China
Crescent and is engaged in technology software and hardware sales and well
as system integration services in the Peoples Republic of China.
II. General Terms, Objectives, and Commitments
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1. Beijing Chuangzhitongda will outsource all its existing and new business to
CLPTEC for a period of three (3) years beginning from the date of signing a
Business Development Outsourcing Agreement between the Parties. CLPTEC will
invoice Beijing Chuangzhitongda on a monthly basis. The invoice will
include an "outsourcing" fee in conjunction with the monthy base expense
associated with daily operations and a "supplemental" fee consisting of
equipment and additional services required for non recurring projects. The
combination of the "outsourcing" fee and "supplemental" fee is estimated to
be $10 million (US Dollars) annually based on the existing business and
operations of Beijing Chuangzhitongda, resulting in an projected $30
million (US Dollars) in revenue to CLPTEC during the three year term of the
Agreements. The actual revenue during the term of the Agreements will be
based on the fee schedule to be negotiated and the services provided during
such term.
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2. For any services that cannot currently be provided by CLPTEC, CLPTEC will
sub-contract any such services to Beijing Paimen Technologies Co., Ltd
("Beijing Paimen") for the fulfillment of Beijing Chuangzhitongda existing
and new business for a period of three years from the date of signing a
Business Development Sub-Contracting Agreement between the Parties. Beijing
Paimen will invoice CLPTEC monthly for any services they provide on behalf
of CLPTEC pursuant to the sub-contracting agreement to be negotiated.
3. The Agreements may be renewed on the thirty sixth month anniversary of the
execution of the Agreements and thereafter by mutual agreement between the
Parties.
4. China Crescent will have a three year option to purchase Beijing
Chuangzhitongda Technology and Beijing Paimen at a price and under such
terms and conditions to be negotiated and stated in the Agreements.
III. General Provisions
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The purpose of this document is to outline the general framework for a
proposed undertaking which will provide mutual benefit to the Parties. The
Parties recognize the terms herein and discussed are not the comprehensive
terms required for the full execution of the intended business operations.
Accordingly, the Parties anticipate the drafting of additional supporting
agreements and will make best efforts to complete all supporting and final
agreements within 30 days.
IV. Confidentiality
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Each Party acknowledges that in the course of dealings between the
Parties, and their respective staffs, it may acquire information about the
other party, its business activities and operations, its technical
information and trade secrets all of which are highly confidential and
proprietary to such ("Confidential Information"). Confidential Information
shall not include information generally available to or known by the
public, or information independently developed outside the scope of the
Agreements under consideration. Each Party shall hold all Confidential
Information of the other party in strict confidence and shall not reveal
the same except pursuant to a court order or upon request of the other
party. The Confidential Information shall be safeguarded with at least as
great a degree of care as each Party uses to safeguard its own most
confidential materials or data relating to its own business, but in no
event less than a reasonable degree of care. For the avoidance of doubt,
information of Customers licensing the Products in the Territory shall be
the property of Beijing Chuangzhitongda and shall be considered as Beijing
Chuangzhitongda's Confidential Information and freely transferable by
Beijing Chuangzhitongda.
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V. Actionable Time Frame
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This SA shall be in effect immediately and may be updated within a
period of forty five (45) days from the signing date of this document, at
which time it may be renewed by the Parties to this or replaced by a
different SA in conjunction with the anticipated additional supporting
documents.
VI. Immediate Actions
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After the execution of this SA, the Parties agree to work quickly and
negotiate in good faith to finalize the supporting agreements pursuant to
the terms and conditions outlined in this document. Each Party agrees to
act with prudent haste to enter into the Agreements regarding the Parties
mutual objectives. The Parties agree to sign the Agreements which reflect
the terms and conditions reflected in this Services Agreement within forty
five days (45) after signing this document.
The parties to this document have duly executed it as of the 27th Day of
May in the year of 2009.
China Crescent Enterprises, Inc. Beijing Chuangzhitongda Technology
Development Co., Ltd
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Hu Xiaoxun
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Name: Xxxxxx X. Xxxxxx Name: Hu Xiaoxun
Title: Chairman Title: CEO
Clipper Technology, Ltd.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
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