Cooperation Agreement
(English
Translation)
Exhibit
10.18
Party
A Beijing
PKU Chinafront Technology Co., Ltd
Authorized
Representative: Xia Shudong
Party
B Earth
and
Space College , Peking University
Authorized
Representative: Pan Mao
Both
parties, according to Contract Law of the People’s Republic of China and other
related legal regulations of China, Based on Principle of Equality, cooperation
and mutual development , through equal and full negotiation, formulate the
clauses of this contract and reach an agreement. The concrete clauses of the
contract are as follows:
Section
1 Backgroud
Party
A
is a high-tech company with the core business of GIS technique application
and
service. It has a good customer base and strong marketing competition advantage
; Party B engage in the R&D of 3-dimension GIS core technique and products
long time and have a leading and strong R&D teams and resource.
Section
2 Cooperation Goal
The
Cooperation relationship of both parties is based on the common economic and
social performance and is a very closing cooperation partner relationship.
Both
parties will contribute the resource and advantage of each other , develop
the
3-dimension technique and marketing expansion, and promote the development
of
3-dimension application industry.
Section
3 Cooperation Content
Party
A
put forward the R&D project based on the party B’s
3-dimension GIS technique, set up the requirement of the project in detail,
and
provide the R&D expenses.
According
the requirement of the project given by party A, Party B is responsible for
organize and execute the R&D, and provide all the R&D production ,
including primary code etc , to Party A.
Section
4 Right and Obligations of Party A
4.1
Party
A owns all the using right, ownership and patent right of the R&D production
that Party B have developed according the requirement by Party A;
4.2
Party
A should provide a necessary management support and training;
4.3
Party
A should give party B the feedback from the market and marketing progress about
the project promptly ;
4.4
Party
A should pay to Party B the R&D expenses according to the payment schedule
as stipulated by the project plan and contract promptly.
Section
5 Right and Obligations of Party B
5.1
Party
B can not carry out a similar cooperation with third party without consent
from
Party A;
5.2
Party
B should execute the R&D according the requirement from Party A, and should
report to Party A if the R&D exceed the stipulated scope;
5.3
Party
B should obey the Business norms ,rules and regulations in the R&D, and can
not pirate ,fraud;
5.4
Party
B should appoint a person who supervise and approve the qualification of R&D
members according the requirement of project; Party B should report the
quarterly progress to a person who is appointed by party A at the early of
next
quarter.
Section
6 Expenses and Settlement Method
6.1
According the business requirement of Party A, both parties set up and confirm
the “
Project
R&D Agreement” and clarify the R&D goal ,time and expenses of the
project; Party B organize and execute the R&D according the Technological
Development Agreement.
6.2
The
settlement period is 1 month. Party B will report “monthly R&D progress
statistics sheet” to the supervisor of Party A, the supervisor will sign the
above sheet for confirmation and send back the signed sheet within 5 working
days, Party B give the invoice that attached the signed sheet to Party A .
Party
A should pay the expenses of last 1 month to Party B within 5 working days
when
receive the invoice.
Section
7 Confidentiality Clauses
7.1
Without written notice, Party B can not release the project to third party
,
including customer list,R&D content etc.
7.2
Boty
parties commit that will not release the documents provided by each other and
the business secret and any documents labeled “confidential ”or “owned” that
known in the executing the agreement, except the below exemption, within 2
years
after the termination of agreement and during the period of agreement
:
with
the
written consent notice;
release
to related working members for executing the agreement;
required
by the authority of government;
7.3
Party
B should sign the confidential contract with the members who will access the
above info or documents, that define the member should take the responsibility
of confidentiality and this responsibility will not be termination by the
resignation or work change of the member.
Section
8 Cooperation period
8.1
This
agreement will be effective for 3 years from the time upon
the
signatures and seals of authorized signatures of both parties. This agreement
will be auto-renew for another 3 years if no written objection notice within
3
month prior to termination.
8.2
This
agreement can be revised or terminated only by written notice 60 days in
advance. Any change or termination will be effective only upon common consent
by
both parties. If one party change or terminate the agreement without the written
consent from the other party and cause the loss to the other party , the party
have the responsibility of indemnity.
Section
9 Modification , Termination , Claim for Breach of Contract
9.1
Once
the Agreement is signed, Both party should perform the agreement as best as
they
can. If Either party fails to perform it duties or responsibilities under the
Contract shall be deemed breach of contract, The other party have the right
to
terminate the agreement, and the defaulting party shall compensate the other
party the economic loss it causes;
9.2
Should Party A not to pay the expenses according the agreement, Party A need
to
pay the claim for breach by 3‰
of the
unpaid balance per working day from 10 working days after invoice received.
9.3
Should Party B consign, subcontract to third party without the consent from
Party A, Party A should pay RMB 1 million as the claim for breach, and should
compensate the economic loss it causes.
9.4
Any
modification or addition against the terms and conditions of the Contract should
base on a written document for alteration, modification or addition and go
through the negotiation, confirmation and signing procedure between both
parties; the alteration, modification or addition will be the same effective
;
9.5
If
there are some changes of the government regulation or other force Majeure
cause
postpone or disturb the implementation of both parties’ duties, Both parties
could modification by friendly negotiation and confirmation.
Section
10 Miscellaneous
10.1
The
Agreement and all rights and duties involved in the Agreement shall be governed
by the current laws of the People’s Republic of China, and forming, alteration,
termination of both parties’ rights and duties, and settlement of dispute must
comply with the provisions of relevant laws, regulations and rules of the
People’s Republic of China;
10.2
Should any dispute appear during implementation of contract, it shall be settled
through friendly negotiation, and should such dispute not be able to be settled
through friendly negotiation, either party may apply for arbitration to Beijing
Arbitration Commission in accordance with arbitration regulations and
procedures. The arbitration will be ultimate.
10.3
The
Agreement have 2 original copies, each party hold one original
copy.
No
contents included below.
Party
A:
PKU
Chinafront Technology Co., Ltd (stamp)
Authorized
Representative: (signature)
Date:
Aug
6, 2005
Party
B:
Earth
and
Space College , Pek ing University (stamp)
Authorized
Representative: (signature)
Date:
Aug
6, 2005
