AGREEMENT
BETWEEN
SHANGHAI CRC TELECOM CO., LTD
AND
ASIA PAYMENTS INC.
THIS AGREEMENT ("AGREEMENT") IS MADE ON THE SEPTEMBER 22, 2004
BETWEEN:
(1) SHANGHAI CRC TELECOM CO., LTD of 0X, 00 Xxx Xxx Xx, Xxxxxxxx 200083, The
People's Republic of China (hereafter referred to as "SCRC")
SCRC is a subsidiary of China Sino-Railcom Corporation and a licensed
Telecommunication and added value services provider in China.
(2) ASIA PAYMENTS, INC. a Delaware corporation with its principal office
located at 000 X. Xxxx Xxxxxx Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx, X.X.X.
(hereafter referred to as "APYM");
ASIA PAYMENTS INC. is a company incorporated in the United States and is
engaged in providing credit card processing system services and related
applications. Asia Payments Inc. is a wholly owned Delaware subsidiary of
ASIA PAYMENT SYSTEMS, INC. (NASD OTCBB: APYM);
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. JOINT CO-OPERATION AGREEMENT
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The parties agreed to form a partnership in pursuing the joint business
opportunities in the China, which will include but not be limited to,
creation and implementation of 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. The Joint Business
Opportunity intends to provide professional merchant credit card and
loyalty card processing and credit bureau services to merchants and
financial institutions in China.
The parties agreed that immediately after the signing of this Agreement
APYM will authorize SCRC to jointly launch a Nine (9) month pilot project,
to explore the most feasible, cost effective, and efficient business models
for establishment and launching of card processing and credit bureau
services for which APYM can become the sole service provider in China and
which may also move towards a Co-operative Joint Venture (CJV) or other
formal partnership set up.
The parties agree it is the common goal for the joint co-operation and the
(CJV) to become the premier international payment system service provider
in China. The parties intend to provide international standard, individual
and business credit bureau files as well as payment processing services to
government agencies, consumers, merchants, and financial institutions in
China and abroad.
2. PILOT PROJECT
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The parties agreed, upon execution of this agreement, to conduct a Nine (9)
month pilot project based on the terms of the "Pilot Project Service
Agreement" (See Appendix A):
The pilot project is defined as follows:
a) To create and implement an international standard individual
and business credit reference service platform which can
process up to 1.2 million files, starting with a minimum of
300,000 files for the storage, packaging and sales to the
foreign credit agencies and/or financial institutions.
(See APPENDIX B: Pilot Project - Credit Bureau)
b) To establish "Payment processing" point of services at
strategic locations to be determined by parties for payment
processing and collection of relevant fees.
(See APPENDIX C: Pilot Project - Payment Processing)
APYM will provide up to USD 1,200,000 investment for the pilot project
services.
SCRC will provide all licenses and permits required and necessary for
conducting business and services. In addition, SCRC will provide services
to the pilot project which include, but not limited to facilities, offices,
telecommunication network
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and equipment, technical and staff support, marketing and promotion
assistance and other support and services where needed for implementation
of the pilot projects.
APYM will provide business plans, operational management, project know-
how, technical supervision, staff training, international standard
technology and international business interface file setup and
implementation.
The parties agree an initial USD 300,000 shall be funded into the pilot
project in phrases as SCRC performing services as per the terms set forth
in "APPENDIX A". The parties will review the pilot project business and
implementation at the end of the Sixth (6th) month to decide the way
forward for joint business co-operation.
4. CONFIDENTIALITY
The parties acknowledge that they may obtain certain Confidential
Information (whether in documented form or otherwise) from each other in
pursuance of this Agreement, and which information is of a commercially
sensitive and/or confidential nature. Therefore, the "NON-DISCLOSURE
AGREEMENT" which the parties executed on August 12th, 2004 will remain in
full enforce until further agreement to be reached.
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5. INTELLECTUAL PROPERTY
5.1 Neither party assigns any of its intellectual property rights to the other
under this Agreement. Any intellectual property rights in any software or
content developed or provided by either 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.
5.2 It is further agreed and declared by both 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.
6. ASSIGNMENT.
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Neither party shall assign this Agreement or any interest herein, nor
delegate any obligation hereunder without the prior written consent of the
other party.
7. GOVERNING LAW.
This Agreement, together with its Appendix, shall be governed by the laws
of the People's Republic of China. For the avoidance of doubt, this
agreement will be governed throughout the entirety of this agreement by
using Chinese as a basis for determination of the intent of both parties
and the legality of the clauses herein. Use of another language within this
agreement will serve only as a means to facilitate understanding by all
parties.
8. LIMITATION OF LIABILITY.
In no event shall either party be liable for indirect, consequential,
incidental, special or punitive damages, or for loss of use, lost profits
or loss of goodwill, whether arising under theories of contract, tort
(including negligence) or otherwise. Each party's total liability
hereunder, shall not in the aggregate exceed any sums due or paid
hereunder.
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9. HEADINGS.
The headings in this letter are intended principally for convenience and
shall not, by themselves, determine the rights and obligations of the
parties to this Mandate.
10. NOTICES.
All notices, requests, demands, and other communications required by, or
made in connection with, this agreement or the transactions contemplated by
this agreement, shall be in writing and shall be deemed to have been duly
given on the date of delivery, if delivered in person, or three days after
mailing if mailed by certified or registered mail, postage prepaid, return
receipt requested, addressed as follows:
If to APYM: x/x Xxxx Xxxxxxx Xxxxxxx
Xx. 0000-0000, B&H Xxxxx
Xx. 00, Xxxxxxxx Xxx. Shekou, Shenzhen
Guangdong Province, P. R. China Post Code: 518067
or by fax to:
(00) 000 00000000
If to SCRC: The address listed in this agreement or by fax to:
(00) 00-00000000.
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11. SEVERABILITY.
If any provision of this agreement is held to be unenforceable for any
reason, such provision shall be adjusted rather than voided, if possible,
in order to achieve the intent of the parties to the maximum extent
possible. In any event, all other provision of this agreement shall be
deemed valid and enforceable to the full extent possible.
12. WAIVER.
The waiver of any term or condition contained in this Agreement by any
party shall not be construed as a waiver of a subsequent breach or failure
of the same term or condition or a waiver of any other term or condition
contained in this Agreement.
13. ENTIRE AGREEMENT.
This agreement contains all of the terms and conditions agreed upon by the
parties Relating to the agreement and supersedes any and all prior and
contemporaneous Agreement, negotiations, correspondence, understanding and
communications of the parties, whether oral or written, respecting the
subject matter hereof except for the NON-DISCLOSURE AGREEMENT signed by
Asia Payments Inc. and Shanghai CRC Telecommunication Co., Ltd. on August
12th, 2004.
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Signed for and on behalf of Signed for and on behalf of
Shanghai CRC Telecom Co., Ltd Asia Payments Inc.
Signed: Signed: /s/ Xxxx Xxxxx
Name: Name: Xxxx Xxxxx
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