CONFIDENTIAL TREATMENT REQUESTED
Exhibit 4.15
CONFIDENTIAL TREATMENT REQUESTED
Indicates that certain information contained herein has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to
the omitted portions.
Service Agreement for 2011 Securities Practitioner Qualification Exams
Party A:
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Securities Association of China | |
Address:
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0xx Xxxxx, X Xxxxx, Xxxxx Xxxxx, 00 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx | |
Party B:
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ATA Testing Authority (Beijing) Limited (“ATA”) | |
Address:
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16th Floor, E Tower, No. 6 Gongyuan West Street, Jianguomennei, Beijing |
Securities Association of China is the holder of Securities Practitioner Qualification Exams. ATA
is a specialty supplier of exam technology services and exam delivery services. Based on the
principles of rigorousness, scientific methodology and efficiency, and through friendly
negotiation, Party A and Party B hereby enter into this Agreement for mutual observance.
Article 1 In accordance with relevant State laws and regulations and the overall arrangement on
Securities Practitioner Qualification Exams (“Exam” or “Qualification Exam”), Party A hereby
entrusts Party B to perform relevant services for the exams of 2011. The exams will be performed
on computers (“Computer-based Exam”).
Article 2 Services entrusted by Party A to Party B in connection with the exams include: providing
technical services for exams, handling exam takers’ registrations and payment, issuing and mailing
receipts, arranging exam venues, arranging exam premises’ layout, producing admission cards,
arranging exams, collecting and processing exam score, carrying out statistical and analysis work
for the exams, evaluating exam papers, and other work deemed necessary by Party A.
Article 3 Party A will formulate and inform Party B of the standards and regulations of the
Qualification Exam and the Computer-based Exam.
Article 4 Party B shall perform services for Party A on the basis of the above Article 2 and such
services shall be consistent with the requirements in Party A’s announcement in respect of each
specific exam.
Article 5 The services to be provided by Party B should be examined and supervised by Party A.
Party B should promptly notify Party A of relevant information regarding action against Exam Takers
that violated rules.
Article 6 Party B shall, according to the principle of ensuring smooth administration of exams,
formulate Service Criteria for Securities Practitioner Qualification Exams and specific working
plan for each exam and submit to Party A for its records.
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Article 7 Party B will accept registrations from exam takes (“Exam Takers”) by means of online
registration and the payment relating thereto may be made via bank transfer or online payment.
Party B should take effective measures to ensure smooth registration.
Article 8 Party A and Party B should enter into a joint fund management agreement with the party
that collects the registration fee so that the three parties may jointly manage the funds. The
account for the registration fee collection should be named according to Party A’s exam and shall
be used for fee collection and accounts transfers only. Party B shall not withdraw funds from the
registration fee account by any means without Party A’s approval.
Article 9
Bank account holder: |
Bank name: |
Account number: |
Article 10 Party B shall arrange sufficient manpower to assist Party A in issuing and mailing
receipts for registration fees to Exam Takers.
Article 11 Party B is required to create a specific window on the exam registration website so that
Party A will be informed of the registration status from time to time.
Article 12 Party B is required to provide the information of the registered Exam Takers within one
month of the completion of registration. The information security officer of Party A shall go to
Party B’s site to examine, among others, the data storage and backup record, and supervise the
destruction of exam data throughout the entire process and the completion of ATA’s List of
Eliminated Exam Results by Party B’ data administrator.
Article 13 Party B shall, according to Party A’s express standards and requirements on exam venues
and exam premises, arrange exam venues and exam premises based on the principles of facilitating
Exam Takers. The exam venues should be conveniently located, have a clean environment, and have
sufficient hardware facilities to ensure smooth conduction of exams.
Article 14 The exam venues and exam premises should be inspected and accepted by Party A; those
considered not meeting relevant standards and requirements should be corrected or replaced by ATA.
Article 15 Party B shall enter into contracts with the exam venues and exam premises it selected,
and shall take proper measures to ensure the performance of the contracts.
Article 16 Party B shall arrange the Exam Takers to attend the exam, and shall take the effective
measures listed below to ensure the success of the exam:
(1) Exam premises shall be equipped with sufficient monitoring teachers who are required to fulfill
the duty to keep the exam premises in order;
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(2) Exam premises shall be equipped with on-site video capture facilities and have integrated video
capture standard;
(3) Exam premises shall be equipped with remote surveillance equipment;
(4) Each exam premises shall be equipped with sufficient technicians;
(5) Each exam premises shall be equipped with sufficient computers and backups to meet the need of
exams. After an exam is started, computers in premises should be able to work properly, and the
number of malfunctioning computers (such as computer breakdown) shall not exceed 0.1% of the total
computers used in the exam. Moreover, upon adoption of preventive and corrective measures, all the
computers shall be in proper working conditions during the exam; and
(6) Other preventive measures in other comparable exams.
Article 17 Party B shall, through the exam premises administrator, read out the exam rules
formulated by Party A to exam takers.
Article 18 Party B shall, within 5 working days after the exam is over, finish the test paper
review and submit to Party A the exam data, including exam result, analysis of exam data,
disciplinary action against breach of exam discipline. The information security officer of Party A
shall, within 15 working days after the exam is over, go to Party B’s site to examine, among
others, the data storage and backup record, and supervise the destruction of exam data throughout
the entire process and the completion of ATA’s List of Eliminated Exam Results by Party B’ data
administrator.
Article 19 Party A may entrust Party B with accepting inquiries from exam takers about the exam
matters; without permission of Party A, Party B may not engage in any publicity activity relating
to the exam or accept any inquiries about exam results.
Article 20
Bank account name: |
Bank name: |
Account number: |
Article 21 Each party shall respect and protect the other party’s intellectual property rights and
shall only use the other party’s intellectual property rights to the extent expressly authorized or
agreed and shall make best endeavors to protect the other party’s intellectual property rights.
Article 22 Both parties shall undertake that their respective own intellectual property rights will
not infringe upon any interest of any third party; if any third party raises any objection,
institutes any action or applies for arbitration, which causes any loss to a party hereto, the
party at fault shall be solely liable for damages.
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Article 23 Party A shall absolutely own the intellectual property rights to the exam question pool
and the exams it provided, irrespective of whether this agreement is terminated or not, and Party B
may not use or divulge in any way any information relating to the exam question pool and the exams
that it learned during the performance of the terms of this agreement without the written consent
of Party A.
Article 24 Irrespective of whether this agreement is terminated or not, each party shall treat as
confidential any Confidential Information of the other party that it obtained during the
performance of this agreement. The party aware of such Confidential Information may communicate
such Confidential Information to its relevant employees or relevant professionals engaged by it,
provided that it guarantee that such personnel shall agree to be bound by this agreement and not to
divulge the Confidential Information in any manner.
Article 25 The “Confidential Information” hereunder means the exam question pool, test paper,
financial information of the parties, exam takers’ information, exam data and result relating to
the products and services provided by the parties in connection with the exam work, as well as
proprietary technology, software programs and working.
Article 26 The test technology and software owned by Party B to provide test related services shall
be kept under strict confidential arrangement and reliable technical support shall be provided to
ensure the secrecy of intellectual property rights of Party A and other confidential matters under
this agreement.
Article 27 If Party B breaches Articles 3 to 19 hereof and the circumstance of such breach is
moderate, Party A shall give admonition and ask Party B to make a correction within a prescribed
time limit; if the breach is serious or if Party B refuses to accept such admonition and fails to
make a correction, Party A shall have the right to unilaterally rescind this agreement.
Article 28 If Party B violates Articles 21 to 25 hereof, and such action results in serious
consequences and prevents the normal administration of the exam, Party A shall have the right to
terminate this agreement and to demand that Party B indemnify Party A for the losses arising
therefrom which shall be equal to the fees already paid by Party A to Party B.
Article 29 If Party B cooperates with any third party in connection with the exam matters delegated
by Party A, and Party A’s interest is impaired by such third party, Party B shall be liable for
damages.
Article 30 Neither party shall be liable for any delay in performing, or any failure to perform,
any of its obligations under this agreement if such delay or failure arises from force majeure.
Article 31 Any dispute arising from the content or the performance of this agreement shall be
settled through active consultations between the parties. If consultations come to no avail, either
party may institute legal action with a court located near where Party A is situated.
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Article 32 During the performance of this agreement, Party A, depending on its needs, has the right
to delegate to any third party the exam work not expressly set forth in this agreement.
Article 33 If the terms of this agreement conflict with an announcement regarding exam content
issued by Party A during the performance hereof, the announcement issued by Party A shall prevail.
Article 34 Either party has the right to terminate this agreement if the other party becomes
bankrupt or stops doing business during the performance of this agreement; the party that becomes
bankrupt or stops doing business shall indemnify the other party for its relevant loss.
Article 35 Any matters not covered herein shall be provided for in a supplementary agreement.
Article 36 This agreement will come into force upon signature and seal of both parties and will be
valid for a period of 1 year.
Article 37 This agreement shall be executed in 4 counterparts, with each party holding 2
counterparts.
Party A: Securities Association of China
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Party B: ATA Testing Authority (Beijing) Limited | |
Authorized representative of Party A:
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Authorized representative of Party B: | |
(signature/official seal):
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(signature/official seal): | |
Signature (handwritten):
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Signature (handwritten): | |
Date: June 8, 2011
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Date: June 8, 2011 |
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