Cooperation Agreement
Party
A: Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd
Party
B: Xxxxxx Xxxxxx Bio-Tech Co., Ltd.
Party
A
and Party B on the basis of adhering to the principle of mutual benefit, mutual
development, to take each other’s advantage and complementary resource,
according to the friendly consultations and negotiations come into the following
agreement on producing the cactus series of hygienical product:
| I . |
Party
A and Party B shall be independent subject respectively, no associated
connections between the parties (including but not limited to joint
-
capital, agent and employment).
|
| II . |
Any
party in the agreement shall not have right to exercise any action
to the
other party. Any officer of any party shall not be
an employee or an agent of the other party. Any party
shall not
be liable to the other party’s labor relations and
the action
of their employees.
|
| III . |
Responsibility
of Party A:
|
1.
Provide the appropriative production facilities and be responsible
for installation
and debugging of the equipment.
2.
Provide regular raw materials of cactus.
3.
Responsible for selling of products and marketing.
4.
Responsible for providing the technique
of
production
and
quality standards.
| IV . |
Responsibility
of Party B:
|
1.
Provide the necessary workshop for production.
2.
Responsible for organizing to produce and process the cactus series of
hygienical product.
3.
Responsible for training and management to operating personnel.
4.
Responsible for the daily maintenance and repairing of the fixed
assets.
|
V .
|
The promises of Party A and Party
B:
|
1.
The
accepted products that made by Party B shall be sold to Party A at the
manufacturer’s price. Party A shall deposit the payment for goods
in
the account specified by Party B within 30 days after the receipt of
goods.
2.
Party
A shall provide Party B the raw materials of cactus which is necessary to
production at a low market price. Other raw materials which are necessary
to
production
shall be
purchased by Party B pursuant to the requirement of Party A.
3.
Party
A shall be responsible for the expenses of marketing.
4òParty
B
shall be responsible for organizing, operating personnel’s wages and welfare
benefits and administrative expenses.
| VI . |
Exemptions.
|
Ifthis
agreement is terminated by a third party or majeure, Party A and Party
B shall
not bear any indemnification.
| VII . |
Liabilities
for breach of contract.
|
The
parties shall undertake respective cooperating assignment, if any party
breach the agreement and result in the economic losses or damages of reputation
to the other party, the defaulting party shall be responsible for the
full compensation
to the other Party.
| VIII . |
Notice
of Termination
|
Any
party
can terminate this agreement without any reason in written form at prior 15
days.
| IX . |
Confidential
Terms.
|
As
to
this cooperation, all materials provided by the parties should be used only
in
this cooperation and shall be deemed as confidential information and shall
not
be disclosed to a third party at any time.
| X . |
Vitrification
|
Any
communication, consultation, agreement and the information of closing of a
deal
shall be known by the parties. Any
party
shall not come into any agreement privately without the other party’s
understanding.
| XI . |
Miscellaneous.
|
Party
A
and Party B shall negotiate the unforeseeable issues friendly and cooperatively.
If necessary the parties can sign a supplementary agreement. The supplementary
agreement will have the same effect as the original.
| XII . |
Effective
|
This
agreement is signed in duplication and is to be held by each party. It will
become effective on the date when stamped and signed.
Party
A:
Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd
Legal
(authorized) representative: JinJiang Wang
(Signature,
stamp)
Date:
October 8, 2007
Party
B:
Xxxxxx Xxxxxx Bio-Tech Co., Ltd.
Legal
(authorized) representative: Maodong Liu
(Signature,
stamp)
Date:
October 8, 2007
