EXHIBIT 10.1
EDUCATIONAL COOPERATION AGREEMENT
EDUCATIONAL COOPERATION AGREEMENT
This Agreement is made as of the 2002, by and between Beijing Meijia Jianye
Education Development Co., Ltd., with principal offices at Xx. 0 Xx Xxx Xxx
Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxx 100081 (MJ Education), and Dynamic I-T, Inc.,
with principal offices at 0000 Xxxxxxxx Xx., Xxxxx Xxxxxx, XX 00000 (Dynamic).
1. DURATION OF AGREEMENT
This Agreement shall remain in effect from the date hereof for a period of two
(2) years after which it will automatically be renewed annually unless
terminated by either party as hereinafter provided. If the Agreement is
terminated by either party while revenues are still being generated as a result
of this Agreement, Dynamic shall continue to be compensated as set forth in No.
3 below.
2. GRANTING OF CONSULTANCY STATUS
MJ Education is a non-government, private Chinese company established to provide
Chinese students with Ministry of Education-approved international education
programs through a network of affiliated universities in China. MJ Education
seeks assistance in creating relationships with U.S. and European institutions
of higher education that lead to certificate curriculum and degree programs
being made available to Chinese students through the auspices of MJ Education.
Dynamic is a worldwide provider of executive education seminars via distance
learning formats and has an on-going relationship with the University of
Arkansas Xxx X. Xxxxxx College of Business through the reformatting and
production of Xxxxxx College of Business courses and programs for outside
audiences. Therefore, MJ Education hereby appoints Dynamic as its Consultant in
pursuit of the formation of a relationship with the University of Arkansas.
3. COMPENSATION
A) Under this Agreement, Dynamic will be entitled to share a
percentage of total student tuition and fee revenues
generated by the University of Arkansas programs in China
through MJ Education's sponsorship. It has been
preliminarily agreed by the parties that MJ Education will
receive 50% of revenues, the University of Arkansas will
receive 37.5% of revenues, and Dynamic will receive 12.5%.
If in final negotiations between MJ Education and the
University of Arkansas these percentages change, then
Dynamic will be entitled to a percent of revenues equal to
20% of MJ Education's share, preserving the same
comparative relationship as set forth above.
B) Dynamic shall receive its compensation for as long as
University of Arkansas educational programs are sold to
Chinese students through the channel of MJ Education, its
subsidiaries, partners, or assigns.
C) MJ Education agrees to pay Dynamic its share of revenues
on a monthly basis through deposit to Dynamic's account in
a Hong Kong bank designated by Dynamic.
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4. EXCLUSIVITY AND EXPANSION OF AGREEMENT
A) With respect to the University of Arkansas, this Agreement
is exclusive and MJ Education will work with and through
Dynamic on all matters pertaining to the business.
B) If the parties wish to expand this Agreement, or create
new Agreements covering other educational institutions in
the U.S. or Europe, which might be the source of
additional course material, they will agree in advance on
the terms of the business relationship.
5. DUTIES OF CONSULTANCY.
As Consultant to MJ Education, Dynamic will use its best offices to help create,
develop, and maintain a good working relationship between the University of
Arkansas and MJ Education resulting in quality educational courses, both
certificate and degree being provided to Chinese students through MJ Education's
network of universities. Dynamic will facilitate communications between MJ
Education and the University of Arkansas and provide MJ Education advise and
information pertinent to the objectives. Dynamic will also offer MJ Education
information from time to time on other opportunities with additional
institutions of higher learning in the U.S. and Europe.
6. TERMINATION OF AGREEMENT
A) This Agreement can be terminated at any time by either
party for cause, including failure to perform, bankruptcy
or liquidation whether voluntary or compulsorily,
violation of applicable laws, or in the event of a
material breach of any of the terms or conditions of the
Agreement which is not remediable, or if remediable is not
remedied within thirty (30) days of notice requiring the
same.
B) Absent an issue of cause, either party can terminate the
Agreement by giving sixty (60) day written notice prior to
the end of any current period.
7. INDEPENDENT CONTRACTOR
A) It is understood that Dynamic shall be an independent
contractor with full rights to direct and control its work
force. Dynamic will at all times represent itself as being
a consultant and contractor independent of the MJ
Education. Dynamic will not represent itself as an
employee or representative of the MJ Education.
B) Both Dynamic and MJ Education agree that all expenses or
costs they incur incident to or in connection with the
execution of this Agreement, or otherwise, shall be borne
by themselves individually unless prior written agreement
has been given by either party to the other.
C) Both parties agree to obtain each from the other prior
written approval for any use of the other's name or logo
for any promotion or advertisement.
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8. ENTIRE AGREEMENT
A) The terms and provisions of the Agreement constitute the
entire Agreement between the parties and shall bind their
heirs, successors and assigns, and shall only be amended
by written instrument signed by the parties.
B) Dynamic agrees not to assign this Agreement without
written consent form the MJ Education, and further agrees
that no assignments shall be valid without previous
written consent of MJ Education.
9. NOTICES
Any written notice required or permitted to be given by this Agreement shall be
deemed to have been given sufficiently to the respective party for all the
purposes hereof if mailed by registered or certified mail to the following
addresses:
10. ENGLISH AND CHINESE VERSIONS OF AGREEMENT
This Agreement is prepared and signed in both an English version and a Chinese
version. If there are any differences between the English and Chinese versions,
the English version will be used for legal purposes.
Beijing Meijia Jianye Education Development Co., Ltd. Dynamic I-T, Inc.
Xx. 0 Xx Xxx Xxx Xxxx, Xxxxxxxxxxx 0000 Xxxxxxxx Xx.
Xxxxxxx, Xxxxx 000000 Xxxxx Xxxxxx, XX 00000
SIGNATURES:
BEIJING MEIJIA JIANYE EDUCATION DYNAMIC I-T, INC.
DEVELOPMENT CO., LTD.
/s/Xxxx Xxxxxxxx /s/Xxxxxxx Xxxxx
Xxxx Xxxxxxxx Xxxxxxx Xxxxx
Its: President Its: CEO
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