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 2316 South Wentworth Avenue, Chicago, IL...
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
Mechanical Electronics Manufacturing 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 Cooperation Agreement, along with
the Addendum in Exhibit A hereto (collectively, the “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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