MEMORANDUM OF UNDERSTANDING
BETWEEN
BEIJING PURPLE STARS APPRAISAL CO., LTD.
AND
ASIA PAYMENT SYSTEMS (HONG KONG) CO., LTD.
THIS MEMORANDUM OF UNDERSTANDING ("MOU") IS MADE ON THE DECEMBER 22ND, 2004
BETWEEN:
BEIJING PURPLE STARS APPRAISAL CO., LTD, with its principle office at Xxxx 000,
Xxxxx Xxxx Xxxx Xx Xxxxxxxx X-0, Xx. 00, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx (hereafter referred as BPS)
AND
ASIA PAYMENT SYSTEMS (HK) LTD. with it's principal offices at 00xx Xxxxx, Xxx
Xxxxxxxx Xxxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx (hereafter referred to as
"APAY")
WHEREAS
(1) Beijing Purple Stars Appraisal Co. Ltd. is an official appraisal agent
licensed by the Chinese government to provide appraisal services to the
municipal government and to the public. In addition, BPS provides credit
files and credit rating services to the banks and financial institutions in
Beijing.
(2) Asia Payment Systems (HK) Ltd. is a wholly owned subsidiary of Asia Payment
Systems Inc. (NASD OTCBB: APYM) and is engaged in providing credit card
processing system services and related applications;
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. INTENDED JOINT CO-OPERATION
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(1) The parties wish to record their intentions to create and implement an
international standard file format credit bureau system for the purpose of
gathering, storing, and selling credit file data to clients both in China.
and abroad, as the cooperation moves on, to provide, including but not
limited to, professional merchant credit card and loyalty card processing
services to merchants and financial institutions in China.
It is intended that the parties will in good faith discuss the commercial,
technical and legal issues which may arise in the parties undertaking joint
co-operation in the promotion and launch of the Service to serve both the
governmental and commercial sectors on the proposed terms and conditions to
be set out in a final agreement parties will reach and execute follow this
MOU
(2) APAY will provide a project plan to the Joint Working Committee which
it will outline the tasks to be taken by the parties during the two months
period, will provide information, know-how, manpower, tools and
international access which are required and necessary for the Committee to
perform the project feasibility study and business plan.
(3) BPS will provide to the Joint Working Committee's the necessary
facility and support for the operation; will provide assistance and access
to the related government, banking, operation and marketing, client data
base as well as other information which are related and inquired by the
Joint Working Committee to ensure a successful completion of their required
tasks.
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2. FORMAL AGREEMENT
It is intended that the parties will negotiate in good faith the terms of a
Joint Co-operation Agreement between the parties hereto as soon as
reasonably practicable and in any event within 45 days from the date of
signing this MOU. If no Joint Co-operation Agreement is entered into within
45 days from the date of signing this MOU or no extension is filed in
writing by both parties, this MOU will automatically expire. For the
avoidance of doubt, neither party will have any claims against the other
party if they fail to reach an agreement or fail to enter into a Joint
Co-operation Agreement.
3. SECURE DATA CENTRE
It is intended that the parties will arrange for both the relevant software
application and the hardware to be hosted at a yet to be determined Secure
Data Centre.
4. FUNDING
The parties acknowledged that the initial set up for the credit file and
subsequent payment processing service platform in Beijing will required up
to USD300,000 funding, the parties further agreed that BEIJING GLOBAL
SYSTEM CO., LTD. (Business associate to both parties) will assist APYM to
bring in domestic funds up to such amount to support the project
development.
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5. CONFIDENTIALITY
The parties acknowledge that they may obtain certain Confidential
Information (whether in documented form or otherwise) from each other in
pursuance of this MOU, and which information is of a commercially sensitive
and/or confidential nature. Therefore, the parties will sign a
"Non-Disclosure Agreement" subsequent to the execution of this MOU, to
enforce the agreement of confidentiality amount parties.
6. INTELLECTUAL PROPERTY
6.1 Neither party assigns any of its intellectual property rights to the other
under this MOU. Any intellectual property rights in any software or content
developed or provided by a party remains the sole property of that party.
Both parties agree that they shall not use the other party's trade marks,
service marks, trade names and/or logos in any manner whatsoever without
the prior written consent of the other party.
6.2 It is further agreed and declared by either parties that any intellectual
property rights arising out of the use of the Confidential Information or
any existing intellectual property of the Disclosing Party whether by the
Disclosing Party or by the Recipient, the same shall be the absolute
property of the Disclosing Party and the Recipient shall execute such
required documentation and to do such act as reasonably required by the
Disclosing Party to give effect to this proprietary right of the Disclosing
Party.
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7. MISCELLANEOUS
7.1 This MOU shall be construed and governed by the laws of China.
7.2 This MOU supersedes any previous agreements whether in writing or orally
made by the parties.
7.3 Neither party shall assign any of its rights or obligations under this MOU,
except with the prior written consent of the other.
7.4 Each party acknowledges that it has no authority to bind or commit the
other party to any contractual liability except as may be otherwise agreed
in writing.
7.5 This MOU shall not be amended and none of its provisions shall be deemed to
have been waived by any act or omission by either party except by an
instrument in writing signed by authorized officers of the parties.
7.6 If any provision of this MOU is or is found to be illegal, unenforceable or
otherwise invalid, then, notwithstanding any such illegality,
unenforceability or invalidity, this MOU shall remain in full force and
effect, save to the extent that such illegal, unenforceable or invalid
provision shall be deemed to be deleted.
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IN WITNESS WHEREOF the parties have executed this MOU on the day and year above
written.
Signed for and on behalf of Signed for and on behalf of
Beijing Purple Stars Appraisal Co., Ltd. Asia Payment Systems (HK) Limited
Signed: Signed: /s/ Xxxx Xxxxx
Name: Name: Xxxx Xxxxx
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