Exhibit 10(c)
TECHNICAL CONSULTING AND SERVICES AGREEMENT
This Exclusive Technical Consulting and Services Agreement (the
"Agreement") is entered into as of 14 October, 2005 between the following two
Parties:
PARTY A:
Navitone Technologies China, Inc
Liantong Building, 6 floor.
000 Xxxxxxx Xxxx,
Xxxxxxxx 000000, Xxxxx
PARTY B
Beijing Sanjinyutong Telecommunication Equipment CO., LTD
Jiahao International Center, Building A, Xxxx 000,
000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx
WHEREAS, Party A, a wholly foreign-owned enterprise registered in People's
Republic of China (the "PRC") under the laws of PRC, which owns resources to
provide the technical consulting and services.
WHEREAS, Party B, a wholly domestic invested company registered in PRC, is
licensed by China Ministry of Information Industry to carry on the business of
the information provision service and value added wireless telecommunication
services.
WHEREAS, Party A shall be the provider of technical consulting and related
services to Party B, and Party B hereby agrees to accept such technical
consulting and services as follows;
1. TECHNICAL CONSULTING AND SERVICES
1.1 During the term of this Agreement, Party A agrees to, as the
exclusive technical consulting and services provider of Party B, provide the
exclusive technical consulting and services to Party B (the content is
specified in Appendix 1).
1.2 Party B hereby agrees to accept such exclusive technical
consulting and services. Party B further agrees that, during the term of this
agreement, it shall not utilize any third party to provide such technical
consulting and services for such above mentioned business without the prior
written consent of Party A.
1.3 Party A shall be the sole and exclusive owner of all rights, title
and interests to any and all intellectual property rights arising from the
performance of this Agreement, including, but not limited to, any copyrights,
patent, know-how and otherwise, whether developed by Party A or Party B based on
Party A's intellectual property.
2. CALCULATION AND PAYMENT OF THE FEE FOR TECHNICAL CONSULTING AND SERVICES
(THE "FEE")
The parties agree that the Fee under this Agreement shall be determined
according to the Appendix 2.
3. REPRESENTATIONS AND WARRANTIES.
3.1 Party A hereby represents and warrants as follows:
3.1.1 Party A is a company duly registered and validly existing under
the laws of the PRC:
3.1.2 Party A has full right, power, authority and capacity and all
consents and approvals of any other third party and government necessary to
execute and perform this Agreement, which shall not be against any enforceable
and effective laws or contracts;
3.1.3 the Agreement will constitute a legal, valid and binding
agreement of Party A enforceable against it in accordance with its terms upon
its execution.
3.1.4 Party A will be responsible for all cost and penalty incurred
from the services and consultant listed in APPENDIX 1.
3.1.5 Party A shall assume the obligation to indemnify Party B for
any claims or liabilities arising from the subject matter of this Agreement.
3.2 Party B hereby represents and warrants as follows:
3.2.1 Party B is a company duly registered and validly existing under
the laws of the PRC and is licensed to engage in the business of the information
provision service including national license for value added telecommunication
services.
3.2.2 Party B has full right, power, authority and capacity and all
consents and approvals of any other third party and government necessary to
execute and perform this Agreement, which shall not be against any enforceable
and effective laws or contracts.
3.2.3 Once the Agreement has been duly executed by both parties, it
will constitute a legal, valid and binding agreement of Party B enforceable
against it in accordance with its terms upon its execution.
4. CONFIDENTIALITY
4.1 Party B agrees to use all reasonable means to protect and maintain the
confidentiality of Party A's confidential data and information acknowledged or
received by Party B by accepting the exclusive consulting and services from
Party A (collectively the "Confidential Information"). Party B shall not
disclose or transfer any Confidential Information to any third party without
Party A's prior written consent. Upon termination or expiration of this
Agreement, Party B shall, at Party A's option, return all and any documents,
information or software contained any of such Confidential Information to Party
A or destroy it delete all of such Confidential Information from any memory
devices, and cease to use them.
4.2 Section 4.1 shall survive after any amendment, expiration or
termination of this Agreement.
5. EFFECTIVE DATE AND TERM
5.1 This Agreement shall be executed and come into effect as of the date
first set forth above. The term of this Agreement is one year, unless earlier
terminated as set forth in this Agreement.
5.2 This Agreement may be extended only if both parties give their written
consent of the extension of this Agreement before the expiration of this
Agreement. However, both parties shall, through negotiations, determine the
extension term.
6. TERMINATION
6.1 Termination on Expiration.
This Agreement shall expire on the date due unless this Agreement is extended
as set forth above.
6.2 Early Termination. Party A may terminate this Agreement at any time
with a written notice to Party B 30 days before such termination if the
termination does not violate the contract between Sanjinyutong and China Unicom,
or Party A has resolved all possible outcomes with China Unicom and Party B
resulting from the early termination. Party B should assist Part A to complete
transferring of business and financial information within 3 months before both
parties decide to terminate the cooperation.
6.3 Survival. Article 4 shall survive after the termination or expiration
of this Agreement.
7. SETTLEMENT OF DISPUTES
The parties shall strive to settle any dispute arising from the
interpretation or performance in connection with this Agreement through friendly
consultation. In case no settlement can be reached through consultation, each
party can submit such matter to China International Economic and Trade
Arbitration Commission (the "CIETAC"). The arbitration shall follow the current
rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese
and shall take place in Shanghai. The arbitration award shall be final and
binding upon the parties and shall be enforceable in accordance with its terms.
8. FORCE MAJEURE
8.1 Force Majeure, which includes acts of governments, acts of nature,
fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any
event that is beyond the party's reasonable control and cannot be prevented with
reasonable care. However, any shortage of credit, capital or finance shall not
be regarded as an event of Force Majeure. The affected party who is claiming to
be not liable to its failure of fulfilling this Agreement by Force Majeure shall
inform the other party, without delay, of the approaches of the performance of
this Agreement by the affected party.
8.2 In the event that the affected party is delayed in or prevented from
performing its obligations under this Agreement by Force Majeure, only within
the scope of such delay or prevention, the affected party will not be
responsible for any damage by reason of such a failure or delay of performance.
The affected party shall take appropriate means to minimize or remove the effect
of Force Majeure and attempt to resume performance of the obligations delayed or
prevented by the event of Force Majeure. After the event of Force Majeure is
removed, both parties agree to resume performance of this Agreement with their
best efforts.
9. NOTICES
Notices or other communications required to be given by any party pursuant to
this Agreement shall be written in English and Chinese and shall be deemed to be
duly given when it is delivered personally or sent by registered mail or postage
prepaid mail or by a recognized courier service or by facsimile transmission to
the address of the relevant party or parties set forth below.
Party A
Navitone Technologies China, Inc
Liantong Building, 6 floor.
000 Xxxxxxx Xxxx,
Xxxxxxxx 000000, Xxxxx
Party B:
Beijing Sanjinyutong Telecommunication Equipment CO., LTD
Jiahao International Center, Building A, Room 511,
116 Zizhuyuan Roand
Beijing, China
10. NO ASSIGNMENT OR SUBLICENSE BY THE LICENSEE
Party B may not assign its rights or obligations under this Agreement to any
third party without the prior written consent of Party A.
11. SEVERABILITY
Any provision of this Agreement that is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that any other provision of
this Agreement invalid or unenforceable in any other jurisdiction.
12. AMENDMENT AND SUPPLEMENT
Any amendment and supplement of this Agreement shall come into force only after
a written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and shall have the same
legal effect as this Agreement.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the PRC
laws.
14. APPENDICES
IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.
Beijing Sanjinyutong Telecommunication Equipment CO., LTD
Representative:
Navitone Technologies China, Inc
Representative:
APPENDIX 1: THE LIST OF TECHNICAL CONSULTING AND SERVICES
Full operation of Mobile Resource Management project with China Unicom design
and implementation of the integrated structure of the network of the website,
including the installation of the server system and 24 hours' daily maintenances
each week Responsible for hardware and software set up and purchase Responsible
for all operation cost Part A will use its own facilities for the consulting and
service Any cost arising from the operation will charge to Part A.
APPENDIX 2: CALCULATION AND PAYMENT OF THE FEE FOR TECHNICAL CONSULTING AND
SERVICES
1. Under this agreement, Party B will be responsible for settling the
accounts with China Unicom.
2. China Unicom will pay Party B for the MRM business.
3. Party B will pay 95% of after tax service income from Unicom to Party A.
In case that there is payment to the third party, Party A may adjust the
percentage of payment, and have Party B pay to the third party directly.
4. Party A will reimburse Party B for any public relation's expenses related
to the MRM business, but Party B needs to get the agreement in writing from
Party A in advance in order to get the reimbursement.
5. China Unicom will post the MRM business on its SP web-site every month,
and it is Party A's responsibility to check and notify Party B for any mistake.
Party B will need to check with China Unicom, and if the statistics error does
not exceed 5%, then will subject to China Unicom's statistics. And if the
statistics error exceeds 5%, then it's Party B's responsibility to notify China
Unicom to check.
6. After received the MRM business statement from China Unicom , Party B
will check with Party A within 5 days, and Party A will confirm the statement
within 2 days and provide a receipt to Party B. Party B will then transfer the
money to Party A's account after China Unicom pay the money to Party B within 5
days.
Beijing Sanjinyutong Telecommunication Equipment CO., LTD
__________________________________________
By:
Navitone Technologies China, Inc
-----------------------------------
By:
Exhibit 10(d)
CLIENT SERVICE AGREEMENT
AGREEMENT made this 10th day of October 2005, by and between Navitone
Technologies Inc. ("the Client") and PR Financial Marketing, LLC. and its
affiliates (PRF).
WITNESSETH THAT:
WHEREAS, PRF is a management, financial and marketing consulting firm
specializing in assisting publicly traded companies design, implement and
monitor strategies to increase investor awareness, and
WHEREAS, the Client is a publicly held Client with their common stock
trading on one or more stock exchanges and/or over the counter", and
WHEREAS, the Client desires to publicize themselves with the intention of
making their name and business better known to the public at large including,
brokerage houses and industry professionals, and
WHEREAS, PRF is willing to accept the Client as a client.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
Engagement. The Client hereby engages PRF, commencing October ~0th, 2005 to
enhance public awareness of the Client specifically in regard to brokers,
prospective investors and shareholders under the Investor Awareness Program
("IAP") the activities of which are described below, PRF hereby accepts the
Client as a client from and after October 10th, 2005 for a period of 36 months.
PRF agrees to work with the Client under the IAP, but subject to the thither
provisions of this Agreement. The Client has the option to cancel the agreement
at any time during the contract period, with 60 days written notice to PRY. All
fees and expenses due at cancellation and through the 60 days notice in
accordance with the agreement will be paid to PRF by Client. Fees related to
what should be paid during the 60-day notice period will be paid on a per diem
percentage.
1. PR Financial Marketing, LLC's Investor Awareness Program will commence
with PREs preparation of a milestone schedule and calendar reviewed with, and
subject to, the approval of the Client. This specific schedule, subject to
change, will be provided on an ongoing or quarterly basis.
2. PRF will, on a daily basis, be in contact with investors, brokers and
find managers in constant effort to generate investors.
3. PRF will conduct meetings and presentations with its in-house database of
financial professionals that will feature the Client as an investment
opportunity.
4. PRF Will consult with the Client's in-house IR/PR staff as to
coordination of efforts during the IAP.
5. PRF will help design, develop and write all future financial marketing
material to be used with this campaign.
Compensation and Expenses. In consideration of the services to be performed by
PRF in connection with the set-vices provided, and as may otherwise be herein
provided, the Client agrees to pay PRF the following compensation:
(A) For services, the Client agrees to pay a monthly fee in accordance with
the schedule below:
1) $2,500 month
2) $3,500 month 2
3) $4,500 month 3
4) $5,000 month 4 and for the remainder of the contract.
Payment is due the first day of every month.
(B)The Client will also issue to PRF, stock options affording PRF the right to a
total of no more than 300,000 common shares of the Client upon written exercise
of said option(s) by PRF. The option(s) shall be exercisable at a price per
share equal to the closing bid price of the stock on the date this Agreement is
first executed by both Parties. The option(s) afforded to PRF shall expire after
a duration of three (3) years from the date of execution of this Agreement.
The option(s) are further subject to the following provisions:
1)100,000 shares shall be available to PRF pursuant to the exercise of the
option(s) upon the date of execution of this Agreement.
2) The remaining 200,000 shares will be issued per the option(s) schedule
listed below following the initial three (3) month period of the contract
assuming this Agreement is not otherwise terminated before then,
Option(s) Vesting Schedule:
1) Month 4 day 1: 50,000 options
2) Month 7 day 1: 50,000 options
3) Month 10 day 1: 50,000 options
4) Month 13 day 1: 50,000 options
3) Any issuance of securities by the Client to PRF must conform with the
rules and regulations as promulgated under the Securities Act of 1933, as
amended.
(C) Any extraordinary or out of pocket expenses by PRF will be
reimbursed by the Client, however, any out of pocket expense above $500 per
month must first be approved by the Client.
Representations and Warranties of the Client. The Client represents and warrants
to PRF, each such representation and warranty being deemed to be material, that:
L The Client will cooperate (fully and timely with PRF to enable PRF to
perform its obligations;
2. The execution and performance of this Agreement by the Client has been
duly authorized by the Client;
3 The performance by the Client of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any provisions
of the organizational documents of the Client or any contractual obligation by
which the Client may be bound;
Representations and Warranties of PRY. PRF represents and warrants to the
Client, each such representation and warranty being deemed to be material, that:
I. PRF will cooperate fully and timely with the Client to enable the Client
to perform its obligations;
2. The performance by PRF of this Agreement will not violate any applicable
court decree, law or regulation, nor will it violate any provision of the
organizational documents of PRF or any contractual obligation by which PRF may
be bound;
3. PRF will not disseminate any written communication to the public about
the Client without the Client's review and written approval of each
communication, PRF will be liable for any written information about the Client
that is not approved by the Client.
4. PRF will not misrepresent any information which it disseminates about the
Client, provided, however, that PRF shall not be liable for inaccuracies in any
information provided to PRF by the Client or any other sources upon which PRF
reasonably relies and from which the information is obtained, and;
S. PRF believes that the Client's performance under this Agreement will not
constitute any violation of the laws or regulations of the State of Texas
wherein PRF is organized and operates, and hereby undertakes to noti1~' the
Client immediately if PRF is notified in writing at any time while it is
rendering services under this
Agreement that such performance by the Client under this Agreement would
constitute a violation of the laws or regulations of the State of Texas.
6. PRF shall not engage in any acts constituting violations of state or
federal securities I aw which acts are directly or indirectly related to Client
or the common stock of Client as issued to PRF pursuant to the compensatory
arrangement specified herein. PRF warrant that it has retuned competent legal
counsel is otherwise sufficiently familiar with securities laws such that any
act PRF anticipates it may undertake in the performance of the Agreement will
not constitute a violation of said laws.
DISCLAIMER BY PRF. PRF MAY BE THE PREPARER OR DISTRIBUTOR OF CERTAIN
ADVERTISING MATERIALS. PRF MAKES NO REPRESENTATION THAT (A) ITS SERVICES WILL
RESULT IN ANY ENHANCEMENT TO THE CLIENT, (B) THE PRICE OF THE CLIENT'S PUBLICLY
TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
CLIENT OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE CLIENT.
Confidentiality. Until such time as the same may become publicly known, PRF
agrees that any information provided to it by the Client of a confidential
nature will not be revealed or disclosed to any person or entity, except in the
performance of this Agreement, and upon completion of its services and upon the
written request of the Client, any original documentation provided by the Client
will be returned to it
Miscellaneous
1. Governing Law. This Agreement shall be governed by and interpreted under
the laws of the State of Nevada where Navitone has been organized and this
Agreement has been deemed accepted by Client.
2. Currency. References to dollars shall be deemed to be United States
Dollars unless otherwise specified.
3. Severability. If any one or more of the provisions of this Agreement
shall be held invalid, illegal or unenforceable in any respect, such provision,
to the extent invalid, illegal or unenforceable, and provided that such
provision is not essential to the transaction provided for by this Agreement,
shall not affect any other provision hereof, and this Agreement shall be
construed as if such provision had never been contained herein.
Executed as a sealed instrument as of October 10 2005.
By: /s/ Xxxxxxx Xxxxxxx By:/s/ Xxxxx X. Xxxxxxxx
Navitone Technologies Inc. PR Financial Marketing, LLC
Duly Authorized Duly Authorized
