DISTRIBUTION AGREEMENT
This
Distribution Agreement made and entered into as of this 1st day of March 2009 by
and between Hyperera Inc. (hereinafter refered to as “Hyperera”), having its
principal offices at 0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, XXX, and
Beijing Chaoran Chuangshi Technology Co., Ltd. (hereinafter refered to as
“Beijing Chaoran”), having its principal offices at Xx.00 Xxxxx Xxxx, Xxxxxxx
Xxxx, Xxxxx, Xxxxxxx, Xxxxx (collectively, the “Parties”).
Recitals
WHEREAS, Hyperera Inc is
Clinical Information System (“CIS”) distributor in China and throughout Asia and
eventually throughout the world.
WHEREAS, Beijing Chaoran
Chuangshi Technology Co., Ltd. is an developer of CIS systems,
including surgery anesthesia clinic management software and ICU management
system product lines and seller of related computer hardware. Beijing Chaoran is
a leading developer in China of CIS product lines. Beijing Chaoran also has the
design capability on the CIS system.
WHEREAS, Hyperera and Beijing
Chaoran believe that (1) the market for CIS will have the large growth in the
next 3 years in China and Asia and elsewhere in the world; (2) the integrated
design and development will be helpful to ensure the functionality and quality
of the surgery anesthesia clinic management software and ICU management and
other CIS system product lines; (3) the experienced system supplier of the
surgery anesthesia clinic management software and ICU management and other CIS
system product lines systems will be more competitive than regular
developers.
NOW, THEREFORE, the Parties
agree as follows:
Part 1 – Cooperation on CIS
product lines
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A.
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Beijing Chaoran will design and
develop CIS systems with input from Hyperera, Inc. All design
and development responsibility shall be solely that of Beijing
Chaoran.
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B.
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Beijing Chaoran authorizes
Hyperera to be its exclusive sales agent for the CIS product lines,
including the surgery anesthesia clinic management software and ICU
management systems, all over the world. The CIS product lines shall
include the products that Beijing Chaoran developed before this
Cooperation Agreement signed and additional CIS system products that will
be developed by Beijing Chaoran. All products shall be
developed solely by Beijing
Chaoran.
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C.
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Both Parties agree that Hyperera
will be the Party to sign up all kinds of Agreement with the clients
during the product development period and the supplying period, in
addition, Hyperera will be the party to take the orders from the Clients.
Under the above Agreement, Beijing Chaoran will be the only design and
supply resource to Hyperera. Hyperera commits to use Beijing Chaoran as
its only supplier for CIS system products and related computer
hardware.
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D.
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The purchase price Hyperera will
pay for all products subject to this agreement will be comparable to what
Hyperera would have paid a non-related party in arm’s-length
transactions
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Part 2 – Responsibilities
for Both Parties
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A.
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Hyperera’s
responsibilities:
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i)
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Communicates with clients to get
the technical, commercial information in order to develop and supply the
products.
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2
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ii)
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Negotiates and signs up the
Design and Development Agreement as well as the Supplying Agreement with
the clients.
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iii)
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After getting the orders from the
Clients, Hyperera issues the orders to Beijing Chaoran. Hyperera should
give the clear instruction to Beijing Chaoran to produce the products and
give the clear information on delivery address, payment term and other
commercial information.
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iv)
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Deals with the client claim and
provides the customer care service whenever
necessary.
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B.
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Beijing Chaoran’s
responsibilities:
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i)
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Designs and develops the products
according to the requirement from the
Clients.
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ii)
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Supplies the products to Client
through Hyperera, meet the quality and time expectation from the
Clients.
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iii)
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Be responsible for its own
investment plan in order to produce the
products.
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iv)
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Be responsible for the return,
repair, rework and other related costs for the failure
products.
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Part 3 -
Definitions
When used
in this Agreement the following terms shall have the definitions stated in this
Part 3:
3
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A.
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“CIS Product
Lines” refers to
Clinical Information Systems including the surgery anesthesia clinic
management software and ICU management systems. This cooperation can be
also expanded to other similar CIS
systems.
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B.
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“Sales
Region” refers to
all over the world.
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C.
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“Confidential
Information” shall
mean all information relating to Both
Parties that is designated as confidential or that, given the nature of
the information or the circumstances surrounding its disclosure,
reasonably should be considered as confidential. Confidential Information
includes, without limitation, all information relating to technology,
customers, business plans, promotional and marketing activities, finances,
other business affairs, as well as all information relating to third
parties that Amazon may be obligated to keep
confidential. Confidential Information may be contained in
tangible materials, such as drawings, data, specifications, reports and
computer programs, or may be in the nature of unwritten
knowledge. Unless and except as otherwise agreed by the
Parties, the content of all meetings, discussions, and communications
relating to the negotiation of this Agreement, shall constitute
Confidential Information. Confidential Information shall not
include (a) information that at the time of disclosure is generally and
publicly available; (b) information that becomes generally and publicly
available through no act or omission of Both Parties or its employees or
agents; (c) information that Both Parties receive from a third party who
has a right to disclose such information and who is not under an
obligation of confidentiality to Both Parties; or (d) information that one
Party expressly authorizes the other Party in writing to disclose in
advance of making such
disclosure.
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Part 4 - Other
Cooperation
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A.
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Hyperera and Beijing Chaoran
shall both agree to not release the confidential information between each
other.
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Part 5 -
Term
This
Agreement shall have effect from the date first written above and, unless
terminated earlier by mutual consent, shall continue in force for a period of
Three (3) years.
Part 6 - Governing
Law
This
Agreement shall be governed, construed and interpreted in accordance with the
laws of the State of Nevada shall govern without regard to the conflicts of laws
provisions thereof.
Part 7 – Entire
Agreement/Modifications/Authorization
This
Agreement contains the entire agreement of the Parties concerning the subject
matter hereof, and supersedes any other prior agreements, either oral or
written. No modification to this Agreement shall be effective unless
reduced to writing and signed by the duly authorized representatives of both
Hyperera and Beijing Chaoran. Each signatory represents that he/she
is authorized by their respective Party to enter into this Agreement on such
Party’s behalf.
Part 8 -
Notices
Notices
to be given to a party shall be effective when delivered via
e-mail.
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Part 9 -
Assignment
No party
may assign any of its rights nor delegate any of its obligations under this
Agreement to any third party without the express prior written consent of the
other party; provided that,
notwithstanding the foregoing, Both Parties may assign this Agreement to
(a) any corporation or other entity resulting from any merger,
consolidation, or other reorganization, (b) any of the subsidiaries or
affiliates, or (c) any person to which it transfers all or substantially
all of the assets. Any prohibited assignment shall be null and void
for all purposes. This Agreement shall be binding upon the
successors, affiliates and permitted assigns of each of the
Parties.
IN WITNESS WHEREOF, the
Parties having agreed to the terms and conditions set forth herein signify their
intention to be bound thereto through the signatures of their duly authorized
representatives which are set forth below.
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Beijing
Chaoran Chuangshi Technology Co., Ltd.
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By
/s/ Zhi Xxxx Xx
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By
/s/ Liancheng Xx
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Xxx
Xxxx Xx
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Liancheng
Li
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Chairman
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Chairman
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