SERVICE AGREEMENT
Exhibit
10.1
THIS
AGREEMENT (the “Agreement”) is made on the
[·] of
2008
BETWEEN
Advertising
Networks Limited (“Advertising
Networks”), a company incorporated in Hong Kong, having its registered
office at [·], Hong
Kong.
AND
Li
Shuangqing, a holder of ID No.370102195409290619 (“Consultant”), having his
address is Xxxx 0-000, Xx.0 Xxxxxxxx, Xx. 0 Qipan Street (east), Lixia District,
Jinan City, Shandong province, PRC.
|
WHEREAS
|
|
(a)
|
Advertising
Networks is a company engaged in investment and project
management; advertising management and
technical services.
|
|
(b)
|
The
Consultant has experience and knowledge of offering investment management,
financial, marketing, advertising management and technical consulting
services.
|
|
(c)
|
Advertising
Networks intends to engage the services of the Consultant to provide
consulting services in accordance with the terms and conditions of this
Agreement.
|
(Advertising
Networks and the Consultant are individually referred to as a “Party” and collectively the
“Parties”).
NOW THEREFORE, the Parties
hereby agree as follows:
|
1.
|
SCOPE
OF SERVICES
|
|
1.1
|
Consultant
shall provide Advertising Networks and its affiliates (“Company”) with the
consulting services (“Services”) listed in the
Appendix I of this Agreement.
|
|
2.
|
TERM
|
|
2.1
|
This
Agreement shall be effective for an initial period of [2] years/months and
shall be extended upon the mutual written consent of both
Parties.
|
|
3.1
|
In
consideration of the Consultant’s agreement to render the Services,
Advertising Networks shall pay the Consultant a quarterly service fee
equivalent to [US$15,000] during the term of this Agreement (“Service Fees”), which
may be subject
to the adjustments and the right of suspension as provided hereunder. The
Service Fees for each quarter shall be payable within [15] days of the
following quarter to the
Consultant.
|
|
3.2
|
All
payments to be made by Advertising Networks to the Consultant in
accordance with this Agreement shall be made free and clear of and without
deduction for or on account of tax imposed by any jurisdiction. The
Consultant shall be solely responsible for any taxes, fees or charges
levied by any government authorities of any country arising from or in
connection with the Services under this
Agreement.
|
|
3.3
|
Except
for the Service Fees under clause 3.1, and the expenses set out in clause
4, the Consultant shall not be entitled to any additional payment or any
reimbursement of expenses (inclusive of any applicable tax and fees)
arising out of or in connection with the
Services.
|
|
4.
|
EXPENSES
|
|
4.1
|
Transportation
and other expenses incurred by the Consultant in the course of the
provision of the Services are reimbursable by Advertising Networks,
provided always that such travel and accommodation arrangements and
expenses are pre-approved by Advertising
Networks.
|
|
4.2
|
The
Consultant shall provide receipts for all expenses to Advertising Networks
within 3 days after the receipt of the reimbursed expenses from
Advertising Networks.
|
|
5.
|
CONSULTANT’S
REPRESENTATIONS, WARRANTIES AND
COVENANTS
|
The
Consultant represents, warrants and covenants to Advertising
Networks that:
|
5.1
|
The
Services and all activities relating to the provision of Services will be
performed by the Consultant;
|
|
5.2
|
The
Services will be performed in a professional and competent
manner;
|
- 2
-
|
5.3
|
None
of the Services nor any part of this Agreement is or will conflict with
any obligation the Consultant may have to others at present or in the
future;
|
|
5.4
|
There
is no claim, lawsuit or any other legal or administrative action pending
or threatened against the Consultant which may materially and adversely
affect the Consultant’s capability to provide the
Services;
|
|
5.5
|
The
Consultant shall not create any liability or commitment on behalf of
Advertising Networks without Advertising Networks’ prior written
consent.
|
|
6.
|
INDEPENDENT CONTRACTOR |
|
6.1
|
Nothing
herein contained shall be construed or have effect as constituting the
relationship of partners or of employer and employee between the
Parties.
|
|
6.2
|
The
Consultant acknowledges and confirms that:
-
|
|
|
a)
|
he
is an independent contractor (not an employee, partner or other agent of
Advertising Networks or any Company) solely responsible for the manner in
which Services are performed;
|
|
|
b)
|
he
is solely responsible for all taxes, withholdings, and other statutory,
regulatory or contractual obligations of any sort;
and
|
|
|
c)
|
he is
not entitled to participate in any employee benefit plan, fringe benefit
program, group insurance arrangement or similar programs of Advertising
Networks or any Company and/ or any entitlements or benefits under the
Employment Ordinance (Cap. 57) (including any subsidiary legislation) or
any enactment amending or replacing that
Ordinance.
|
|
6.2
|
Subject
to this clause 6, Advertising Networks hereby provides its consent for the
Consultant to represent that it is a consultant for Advertising Networks,
provided always that the Consultant shall not represent that it is an
employee or other agent of Advertising Networks or any
Company.
|
|
7.
|
CONFIDENTIALITY |
|
7.1
|
This Agreement shall be
conditional upon the entry into a confidential agreement between the Parties, in the form and substance
set out in Appendix II (“Confidential
Agreement”). The Confidential
Agreement shall
constitute an integral part of this Agreement which shall survive the
termination of this Agreement and shall continue to apply for an
indefinite period of time.
|
- 3
-
|
8.
|
TERMINATION |
|
8.1
|
This
Agreement shall be terminated
automatically:
|
|
|
(a)
|
upon
the agreement of the Parties;
|
|
|
(b)
|
by
Advertising Networks if it provides the Consultant with a 15-day prior
written notice of its decision to terminate this
Agreement;
|
|
|
(c)
|
immediately
upon notice in writing from one Party to the other Party, if the other
Party is found to have breached a material term of the Agreement and has
failed to rectify such breach within 15 days of receiving a written notice
from such Party requiring it to do so;
or
|
|
|
(d)
|
immediately
upon notice in writing from one Party to the other Party, if the other
Party becomes insolvent or subject to any liquidation, bankruptcy,
receivership or reorganization
process.
|
|
8.2
|
Any
termination of this Agreement for any reason shall not affect any
obligation or liability of the Parties accrued prior to the
termination.
|
|
9.
|
MISCELLANEOUS |
|
9.1
|
This
Agreement constitutes the entire agreement and understanding between the
Parties relative to the subject matter hereof. No amendment or supplement
to this Agreement shall be made unless mutually agreed by the
Parties. An amendment or supplement to this Agreement shall
only become effective if it is made in writing and signed by all
Parties.
|
|
9.2
|
All
notices and communications between the Parties shall be made in writing in
the English or Chinese language and sent by fax, hand delivery (including
courier service) or by a registered airmail letter to the appropriate
correspondence address set forth below, unless notified otherwise in
writing:
|
- 4
-
|
|
Advertising
Networks:
|
|
|
Address:
|
Suite
A-2206, Xxxx Xxx
SOHO, Xx.0
X, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx,
Xxxxxxx
|
|
|
Telephone:
|
(00)-000-00000000
|
|
|
Fax:
|
(00)-000-00000000
|
|
|
Attention:
|
[·]
|
|
|
Consultant:
|
[·]
|
|
|
Address:
|
[·]
|
|
|
Tel:
|
[·]
|
|
|
Fax:
|
[·]
|
|
|
Attn:
|
[·]
|
|
9.3
|
The
time of receipt of a notice or communication as referred to under this
Agreement shall be deemed to be:
|
|
|
(a)
|
that
which is set forth in the transmission journal, in the case of a fax
transmission, unless such fax is sent after 5:00 pm on a business day in
the place of receipt, in which event, the date of receipt shall be deemed
to be the following business day in the place of
receipt;
|
|
|
(b)
|
the
time of signing of an acknowledgement receipt by the receiving Party in
the case of delivery in person (including courier service);
and
|
|
|
(c)
|
3
business days from that shown on the official postal receipt in the case
of a registered airmail letter.
|
|
9.4
|
The
execution, validity, interpretation and implementation of this Agreement
and the settlement of any disputes hereunder, shall be governed by Hong
Kong laws.
|
|
9.5
|
(a)
|
All
disputes relating to or arising in connection with this Agreement shall be
submitted to the Hong Kong International Arbitration Centre (“HKIAC”) in
Hong Kong for arbitration and shall be conducted in accordance with the
HKIAC rules. The award shall be final and binding on the parties hereto
and enforceable in any court of competent
jurisdiction.
|
|
|
(b)
|
The
Parties undertake and agree that all arbitral proceedings conducted with
reference to this clause shall be kept strictly confidential and all
information disclosed in the course of such arbitral proceeding shall be
used solely for the purpose of those
proceedings.
|
- 5
-
|
|
(c)
|
Notwithstanding
the foregoing, nothing in this Agreement shall be deemed to limit the
Parties' rights to enforce an arbitration award in any court of
law.
|
|
9.6
|
If
any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
will attach only to such provision or part thereof and the remaining part
of such provision and all other provisions hereof will remain in full
force and effect.
|
|
9.7
|
This
Agreement and the Services proposed herein are exclusive to the Consultant
and the Consultant shall not have the right or ability to assign, transfer
or subcontract any rights or obligations under this Agreement without the
prior written consent of Advertising Networks. Any attempt to
do so shall be void.
|
|
9.8
|
This
Agreement is prepared in two (2) sets of originals with each set
comprising an English version. Each Party will hold one (1) set
of originals.
|
[The
space below is intentionally left blank.]
- 6
-
IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed by their duly authorised
signatories on the date first indicated above.
|
For
and on behalf of
|
Advertising
Networks Limited
|
Name
|
: Li
Shuangqing
|
||
|
Title
|
: |
|
|
Signature
|
: |
|
|
|
Date
|
: |
|
|
Xxxxx
Proper
|
|
Signature
|
: |
|
|
|
Date
|
: |
|
- 7
-
Appendix
I
Service
Scope
|
1.
|
Providing
strategic co-operation proposals and recommending relevant partners to
Advertising Networks or any of the Company, and assisting Advertising
Networks or any of the Company to establish and develop cooperative
relationships with such partners with respect to advertising
businesses;
|
|
2.
|
Providing
Advertising Networks or any of the Company with market development
strategies, including but not limited to the design and improvement of
Advertising Networks or any of the Company’s services and business model
as well as strategic on its market position and
brand-building;
|
|
3.
|
Training
management personnel and providing management consultation services,
including but not limited to regular business training for Advertising
Networks or any of the Company 's management personnel and formulating
realistic and effective solutions to existing problems in Advertising
Networks or any of the Company 's business
operations;
|
|
4.
|
Liaising
with local government authorities in order to maintain a good relationship
with them and to facilitate the expansion of Advertising Networks or any
of the Company’s channels;
|
|
5.
|
Researching
relevant industries and business areas;
and
|
|
6.
|
Other
consulting services per Advertising Networks or any of the Company’s
instructions from time to time.
|
Appendix
II
Confidential
Agreement
- 8
-
- 9
-
