Real Estate Market Information System and Project Consulting Services Strategic Cooperation Agreement
Exhibit 10.25
Real Estate Market Information System and Project Consulting Services
This Real Estate Market Information System and Project Consulting Services Strategic Cooperation
Agreement (this “Agreement”) is dated as of
, by and between the following two parties in
Guangzhou, China:
Party A: Evergrande Real Estate Group Co., Ltd. (“Evergrande”)
Representative: ▇▇. ▇▇ Jiayin
Party B: Shanghai CRIC Information Technology Co., Ltd. (“CRIC”)
Representative: Mr. ▇▇▇▇ ▇▇▇
A. As one of the top ten real estate companies, Evergrande is a leading modern, large and
comprehensive real estate developer in China. On the basis of good faith and motivated by
innovation, Evergrande focuses on its top quality strategy and establishment of international
brand. Evergrande currently owns development projects in more than twenty major cities such as
Guangzhou, Tianjin, Shenyang, Wuhan, Kunming, Chengdu, Chongqing, and Nanjing. Due to rapid
expansion of market, it is necessary for Evergrande to have a better understanding of different
markets, make a more thorough analysis of competitors and know the consumption level in the market
where project is located, so as to make more reasonable market positioning of its products. In this
regard, Evergrande intends to seek a first-class real estate consulting company for the provision
of professional market information system on real estate project and market consulting services
including daily market research, analysis and product positioning.
B. Shanghai CRIC Information Technology Co., Ltd. is a high-tech company engaged in developing real
estate information technology system and providing real estate project consulting services. CRIC
builds its basic business model by providing B2B service integratings China’s real estate
information . Based on its real estate mass information database, CRIC provides its services to a
variety of clients including real estate upstream and downstream companies such as developers,
investors, fund managers, financial institutions and evaluation organizations. The services
provided by CRIC ranges from information integration and inquiry, research and analysis, decision
making consulting to other derivative services. With its unique information technology ability,
CRIC has provided information system and market consulting services on
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multiple real estate projects for a variety of famous Chinese real estate development companies and
has become a leading company in real estate decision making consulting sector.
C. Based on the principle of cooperation between the strongers, supplementing each other’s
advantages, sharing resources and mutual development, Party A intends to engage Party B to provide
exclusive information system and market consulting services for all the real estate project
companies controlled by or related to Party A, Party B will, based on its real estate information
service platform in all major cities of China, provide information system and market consulting
services for all real estate projects.
NOW, THEREFORE, based on the principle of equality, mutual benefit, honesty and good faith, and
after friendly negotiation, both Parties agree to this framework agreement as follows:
Section 1. Cooperation Methods
1.1 Party A agrees to engage Party B to provide exclusive information system and
project market consulting services to all the real estate project companies controlled by or
affiliated to Party A (“Project Companies”). Names and profile of Project Companies are listed
in Attachment 1.
1.2 Party A will arrange a separate Real Estate Market Information System and Project
Market Consulting Service Agreement (“Project Agreement”) to be executed between Project
Companies and Party B. All Project Agreements shall include all definitive terms and conditions of
this Agreement and be irrevocable within its term upon execution.
1.3 Both parties acknowledge that the term of all Project Agreements is twelve months
(“Service Term”) from the date thereof. The Service term may be extended upon separate agreement
by the Parties in writing within one month prior to its expiration.
Section 2. Content of Service
2.1 After execution of the Project Agreement, Party B is obliged to provide market information
system and market consulting services to all real estate projects developed by all Project
Companies according to the provisions of Project Agreement, including:
| (a) | Installing database system in the current developed city; | ||
| (b) | Analyzing project competitiveness; and |
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| (c) | Tracking the trend of the market in which the project is located. |
2.2 After execution of the Project Agreement, Party B is obliged to submit a monthly
project market analysis report to respective Project Companies (“Monthly Report”) as provided
under Project Agreement. Party A shall pay the information service fee promptly upon its receipt of
the Monthly Report.
Section 3. Information Service Fee and Payment
3.1 Party A is obliged to urge all Project Companies to pay information service fee according
to contract. if Project Companies fail to make payment when due and payable, Party A and Project
Companies shall be liable to a late payment penalty at an amount equal to 0.5% of the amount due
and payable to Party B on daily basis, until full payment of such information service fee overdue
from Party A. Party A undertakes to provide irrevocable joint and several guaranty to Party B with
regard to the payment of information service fee and any late payment penalty thereof, if any.
Section 4. Contract Performance
4.1 Both Parties confirm that considering Party B has completed installation of China urban
real estate database system for Party A and Project Companies, as well as its survey in the city
where each Project Company is located and on all the development projects, Party A and Party B
shall perform this Agreement strictly. Party A undertakes not to cancel or terminate any Project
Agreement during the Service Term. If Party A and any Project Company unilaterally intend to cancel
or terminate the Project Agreement, they should pay to Party B in lump sum the information service
fee to be due and payable within the Service Term in full.
Section 5. Usage of Company Brand
5.1 Both parties agree that after execution of this Agreement and all the service agreements,
on the condition that both parties shall protect the brand reputation of the other party from being
harmed, both parties and their controlled Project Companies and Party B may use the company name of
the other party in connection with any promotional activity necessary to perform this Agreement and
all the service agreements.
Section 6. Miscellaneous
6.1 Any dispute arising out of or relating to this Agreement within the contract term shall
first be solved through negotiation by both parties. If negotiation fails, both parties agree to
settle the disputes through litigation according to the law of People’s Republic of China.
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6.2 Anything not included herein shall be agreed upon by both parties upon execution of
supplemental agreements which will take effective upon signature thereof and shall be equally
authentic with this Agreement.
6.3 Attachments to this Agreement shall constitute an integral part of this Agreement and have
the same effect with this Agreement.
6.4 Both parties are obliged to keep strict confidentiality of the terms and conditions under
this Agreement and to cause their respective Project Companies to conform to the confidentiality
obligation.
6.5 If any term of this Agreement is invalid by any law or upon any force majeur event, the
legality, effectiveness and enforceability of the remainder of this Agreement shall not be
affected.
6.6 This Agreement is bound, protected and interpreted according to the laws of the People’s
Republic of China. Service Agreement signed between Party A’s Project Companies and Party B
according to this Agreement is similarly bound, protected and interpreted according to the laws of
the People’s Republic of China.
6.7 This Agreement shall take effect upon execution and is executed in four counterparts, two
of each shall be held by each party.
Attachment 1: List of Evergrande Real Estate Projects
Attachment 2: Real Estate Market Information System and Project Market Consulting Service
Agreement
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Party A (Seal): Evergrande Real Estate Group Co., Ltd.
| /s/ ▇▇▇▇▇▇ ▇▇ | ||||
Authorized Representative Signature
Date:
Party B: Shanghai CRIC Information Technology Co., Ltd.
| /s/ ▇▇▇ ▇▇▇▇ | ||||
Authorized Representative Signature
Date:
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Attachment 1: List of Evergrande Real Estate Projects
| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
Shenyang
|
Shenyang “Evergrande City” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Xinyuan (Shenyang) Real Estate Co., Ltd. | |||||
| Shengyang “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Changji (Shenyang) Real Estate Co., Ltd. | ||||||
Tianjin
|
Tianjin “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Tianjin Ji County Co., Ltd. | |||||
Wuhan
|
Wuhan “Evergrande Palace” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Wuhan ▇▇▇▇ ▇▇ Evergrande Real Estate Development Co., Ltd. | |||||
| Wuhan “Evergrande City” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Hubei ▇▇ ▇▇▇▇ Ya Zhu Real Estate Development Co., Ltd. | ||||||
| Wuhan “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Wuhan Jin Bi Oasis Real Estate Development Co., Ltd. | ||||||
| E’Zhou “Evergrande Oasis” Project Information System and Market Consulting Service | 5,400,000.00 | E’Zhou Evergrande Real Estate Development Co., | ||||||
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| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
| Agreement | Ltd. | |||||||
Changsha
|
Changsha “Evergrande Palace” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Hunan ▇▇▇▇▇ ▇▇▇▇ Investment Co., Ltd. | |||||
| Changsha “▇▇▇▇ ▇▇▇▇▇” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Hunan Shengji Real Estate Co., Ltd. | ||||||
Zhengzhou
|
Zhengzhou “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Henan Software Park Industrial Development Co., Ltd. | |||||
Luoyang
|
Luoyang “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Luoyang Co., Ltd. | |||||
Xi’an
|
Xi’an “Evergrande Metropolis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Xi’▇▇ ▇▇ Yun Real Estate Co., Ltd. | |||||
| Xi’an “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Xi’an Qu Jiang Investment Construction Co., Ltd. | ||||||
Taiyuan
|
Taiyuan “Evergrade Oasis” Project Information System and Market Consulting Service | 5,400,000.00 | Evergrande Real Estate Group Taiyuan Co., Ltd. | |||||
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| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
| Agreement | ||||||||
Chengdu
|
Pengyou County “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande ▇▇▇ ▇▇▇▇ (Pengyou) Real Estate Co., Ltd. | |||||
| Chengdu “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Chengdu Evergrande Yin He ▇▇▇ ▇▇▇▇▇ Real Estate Co., Ltd. | ||||||
| Chengdu “Evergrande City” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Chengdu Wenjiang ▇▇▇ ▇▇▇ Kang Real Estate Co., Ltd. | ||||||
Chongqing
|
Chongqing “Evergrande Palace” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Chongqing Co., Ltd. | |||||
| Chongqing “Evergrande City” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Chongqing Evergrande ▇▇ ▇▇ Real Estate Co., Ltd. | ||||||
| Chongqing “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Chongqing Co., Ltd. | ||||||
| “Evergrande Metropolis” Project Information System and Market | 5,400,000.00 | Evergrande Real Estate | ||||||
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| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
| Consulting Service Agreement | Group Chongqing Co., Ltd. | |||||||
| Jiangjin “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group ▇▇▇▇▇ ▇▇▇ Co., Ltd. | ||||||
Kunming
|
An Ning “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande ▇▇▇ ▇▇▇▇ (Kunming) Real Estate Co., Ltd. | |||||
Guiyang
|
Guiyang “White Cloud” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Guiyang Co., Ltd. | |||||
Nanjing
|
Nanjing “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Nanjing Evergrande Fu Feng Real Estate Co., Ltd. | |||||
| Nanjing “Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Nanjing ▇▇▇ ▇▇▇▇ Real Estate Development Co., Ltd. | ||||||
Hefei
|
Hefei “Evergrande Palace” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Hefei Qi Jia Real Estate Co., Ltd. | |||||
Baotou
|
Baotou “Evergrande Palace ” Project Information System and Market Consulting Service | 5,400,000.00 | Evergrande Real Estate Group Baotou Co., Ltd. | |||||
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| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
| Agreement | ||||||||
Nanning
|
Nanning “Silver Elephant” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Nanning Silver Elephant Real Estate Development Co., Ltd. | |||||
Guangdong
|
“Evergrande Oasis” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Co., Ltd. | |||||
| “Jinbi New City” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Co., Ltd. | ||||||
| “Jinbi Century Garden” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Guangzhou Jun Hui Real Estate Development Co., Ltd. | ||||||
| “Jinbi Junhong Garden” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Guangzhou ▇▇▇ ▇▇▇▇ Real Estate Development Co., Ltd. | ||||||
| “Evergrande Royal Scenic Peninsula” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Foshan Nanhai ▇▇▇ ▇▇▇▇▇ Jian Real Estate Development Co., Ltd. | ||||||
| “Jinbi Garden” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Real Estate Group Co., Ltd. | ||||||
| “Jinbi Mountains & Rivers City” Project Information System and | 5,400,000.00 | Guangzhou Evergrande (Zengcheng) Real Estate | ||||||
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| City | Name of the Contract | Total Amount | Invoicee (Company Name) | |||||
| Market Consulting Service Agreement | Development Co., Ltd. | |||||||
| “Evergrande Splendor” Project Information System and Market Consulting Service Agreement | 5,400,000.00 | Evergrande Shengning (Qingxin) Real Estate Co., Ltd. | ||||||
Total
|
200,000,000.00 | |||||||
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Attachment 2
Real Estate Market Information System and Project Market Consulting Services Agreement
This Real Estate Market Information System and Project Market Consulting
Services Agreement (this “Agreement”) is dated as of
, by and between the following two parties in
, China:
Engaging Party: Evergrande Real Estate Group Co., Ltd. (“Party A”)
Representative:
Engaged Party: Shanghai CRIC Information Technology Co., Ltd. (“Party B”)
Representative: Mr. Zhouxin
Section 1. Engagement and Project under Engagement
1.1 Party A engages Party B to provide real estate market information system and market
consulting services for
project developed by Party A (located at
, the
“Project”) as well as provide strategic advice for the Project’s development.
1.2 Party B agrees to provide and install “CRIC Real Estate Consulting and Decision Making
System” in such cities and districts where the Project is located.
1.3 Party A and Party B agree that subject to the terms and conditions of this Agreement,
Party B shall provide relevant information consulting services to Party A, and Party A shall pay
service fee for such services provided by Party B.
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Section 2. Content and Term of Service
2.1 The effective service term of this Agreement is twelve (12) months (the “Service Term”)
since the date hereof. The Service term may be extended upon separate agreement by the Parties in
writing within one month prior to its expiration
2.2 During the Service Term, Party B shall provide information services including the data
base system of the Project, market trend and competitiveness, the details of which are set forth in
the attachment.
2.3 During the Service Term, Party B shall provide to Party A a monthly market analysis report
(the “Monthly Report”) which contains all the work products of Party B as of the reporting date and
shall be submitted to Party A in hard and soft copy.
2.4 The Monthly Report shall be submitted before the tenth day of each month, and twelve (12)
Monthly Reports shall be submitted within the Service Term.
2.5 After submitting the Monthly Report and its soft copy by Party B to Party A, Party A shall
confirm by writing. If Party A raises query or supplemental comment to the content of a Monthly
Report, Party B shall make corresponding supplement or amendment in the next Monthly Report.
2.6 During the Service Term, if Party A requires or Party B deems necessary, both parties
shall hold a working meeting to check the performance status of consulting services and to consider
relevant issues, the venue of which meeting shall be negotiated by both parties.
Section 3. Service Fee and Payment Method
3.1 Both parties confirm that the total service fee payable by Party B to Party A shall be RMB
, which shall include any and all fees and expenses necessarily or possibly incurred in
connection with performance of Party B’s service, such as travel expenses, office related expenses
and taxes. Any additional fee and expense possibly arising from performance of any special service
beyond the service scope of this Agreement at the request of Party A shall be subject to separate
agreement of Party A and Party B.
3.2 The payment method is as follows:
(a) The total amount shall be payable in twelve (12) installments;
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(b) Party A shall pay RMB
to Party B on the fifteenth day of each month;
(c) After receiving the service fee paid by Party A, Party B shall issue relevant invoices.
Section 4. Rights and Obligations of Part A
4.1 Subject to the protection of Party A’s confidential information, Party A is obliged to
provide basic materials of the Project.
4.2 Any plan, design and deliverable submitted by Party B shall be promptly acknowledged by
Party A.
4.3 During the Service Term, Party A shall designate personnel responsible to communicate with
Party B, and all the requirements from Party A shall be communicated to Party B through such
personnel.
4.4 Party A is entitled to amend and examine all the service products submitted by Party B.
4.5 Party A is obliged to pay the service fee to Party B in time and in full. If Party A fails
to make payment when due and payable, Party A shall be liable to a late payment penalty at an
amount equal to 0.5% of the overdue amount on daily basis, until full payment of such service fee
overdue from Party A and any late payment penalty thereof .
4.6 Party A confirms not to cancel or terminate this Agreement within the Service Term. If
Party A unilaterally cancels or terminates this Agreement, Party A shall pay in one lump sum the
service fee to be due and payable under this Agreement to Party B.
Section 5. Rights and Obligations of Party B
5.1 Party B should form a special research team to smoothly perform this Project, members of
which team shall have professional real estate research abilities and experience, and Party B shall
replace any professional deemed inappropriate by Party A immediately and warant the continuity and
smoothness of the work.
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5.2 Party B should keep close contact with Party A and actively cooperate with Party A with
regard to the progress and other reasonable requirements proposed by Party A related to performance
of this Agreement.
5.3 Party B shall complete all the work contemplated under this market information system
service and market consulting information service effective and in a timely fashion, and submit the
service products in time.
5.4 Party B shall adhere to the principles of integrity and care during its investigation and
research and shall ensure that all the service products and market research materials submitted are
authentic and reliable, without violating the legal rights of any third party.
5.5 Participation from any third party as required by Party B in its research and study shall
be subject to consent of Party A in writing. Any deliverable from such third party in connection
with the research and study of Party B will be owned by Party A.
5.6 Party B is entitled to obtain service fee from Party A in time and in full according this
Agreement.
Section 6. Confidentiality
6.1 The ownership (including possession, usage, disposition and benefit right) and copyright
of all the texts and images delivered by Party B in connection with the research and study of
project shall be owned by Party A upon Party A’s confirmation for its usage. Such deliverable is
subject to sole discretion of Party A.
6.2 Party B shall keep the materials and research contents specifically related to the Project
in the prophase research result submitted by Party A in confidence and refrain from using it n
connection with relevant businesses of other companies without consent of party A. The
confidentiality term will survive for a period of twelve (12) months after the expiration of the
Service Term.
Section 7. Miscellaneous
7.1 Anything not included herein shall be agreed upon by both parties upon execution of
supplemental agreements which take effective upon signature thereof and shall be equally authentic
with this Agreement.
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7.2 Any dispute arising out of or relating to this Agreement within the contract term shall
first be solved through negotiation by both parties. If negotiation fails, both parties agree to
settle the disputes through litigation according to the law of People’s Republic of China.
7.3 Attachments to this Agreement shall constitute an integral part of this Agreement and
enjoy the same legal validity as this Agreement.
7.4 This Agreement shall take effect upon execution and is executed in four counterparts, two of
each shall be held by each party.
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| Party A (Seal): |
||||
| Authorized Representative Signature | ||||
| Date: | ||||
| Party B: |
||||
| Authorized Representative Signature | ||||
| Date: | ||||
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Attachment: Market Information System and Project Market Consulting Services Content
| 1. | Urban real estate data base system service: |
| • | Having completed installation of CRIC urban system in E-house and provided five portals/cities; | ||
| • | Update the statistics of the installed real estate data base. |
| 2. | Project market trend: |
| • | Urban economic level, real estate development status, overall market analysis; | ||
| • | Regional market analysis, competitive market analysis; | ||
| • | Track and analyze competitive case. |
| 3. | Project competitiveness analysis: |
| • | Project market analysis; | ||
| • | Project SWOT analysis; | ||
| • | Market position suggestion, product position suggestion, client position suggestion, rent and sales price position suggestion, etc. |
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Evergrande Real Estate Group Co., Ltd., signatory to this Joint and Several Liability Guarantee
Letter (this “Letter”), according to the Real Estate Market Information System and Project Market
Consulting Service Agreement (the “Project Agreement”) entered into between
Co, Ltd.
(collectively referred to as “Project Companies”) and Shanghai CRIC Information Technology Co.,
Ltd. (“IT Company”) dated as of
, hereby undertakes and guarantees to the IT Company as
follows:
1. The Project Companies are duly established, validly existing, has full legal personality, duly
empowered to enter into and perform the obligations under the Project Agreement.
2. The Project Companies have obtained all the licenses required for its due establishment, the
licenses remain valid and no cancellation, termination or refusal to renew the licenses has
occurred nor relevant authorized notice from the government has been received. Project Companies
have relevant land ownership as described under the Project Agreements and the use rights for state
owned lands.
3. Project Companies have been and are operating according to the law and have never violated
civil, criminal or administrative law, never violated any legally binding agreement, undertaking or
other document, never violated any laws, regulations or regulatory documents.
4. If Project Companies violate any undertaking or warranty under the Project Agreements or this
Letter, for all the losses incurred by the IT Company, the signatory to this Letter shall assume
joint and several liability to the IT Company, including making payment to IT Company on behalf of
the Project Companies in order to completely and fully compensate the IT Company for its relevant
losses.
This Letter is entered into dated as of
, by:
Guarantor: /s/ Evergrande Real Estate Group Co., Ltd.
Representative:
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