FORM OF IT PLATFORM SERVICE AGREEMENT
Exhibit 4.37
English Translation for Reference
FORM OF IT PLATFORM SERVICE AGREEMENT
Party A: (hereinafter referred to as “Party A”)
Party B: Litian Zhuoyue Software (Beijing) Co., Ltd. (hereinafter referred to as “Party B”)
Pursuant to the requirements of the Contract Law of the People’s Republic of China and other
relevant laws and regulations, and based on the principles of equality and mutual benefit, Party A
and Party B hereby enter into this Agreement in respect of the service of system platform and
jointly observe the following terms:
1. | Service items |
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During the term of the system platform service, Party A shall be entitled to the following
services: |
(1) | Service for the provision of spaces: Party B shall provide spaces for system
operation and data storage to Party A’ s system platform so as to ensure the smooth
operation of Party A’ s system within reasonable space; |
(2) | Data maintenance service: It shall include the daily maintenance and backup of data,
as well as the specific data maintenance service provided by Party B’ s specialists with
expertise in technologies in connection with any data errors caused by Party A due to
whatever reasons during its use of the system platform. |
(3) | Service in relation to the system safety and efficiency: Party B shall provide
operation and maintenance services for the operating system, high availability cluster
multi-processing (HACMP), database, middleware and backup software on which the platform
system of the customer runs in order to improve the safety, stability, efficiency and
rationality of the system platform of Party A; |
(4) | On-site support service: Party A may enjoy on-site support service provided by the
technical advisors of Party B; |
(5) | Software maintenance of the system platform: It shall include maintenance services,
such as optimizing some functions of the system, adding minor functions and making minor
adjustments to the operation and operating process etc. |
2. | Term of service |
The term for the operation service provided by Party B to Party A shall commence from January
2011 and end in December 2011. After the expiration of the term of service, Party A shall
execute a separate IT platform service agreement if it still requires such service.
3. | Service fees |
The system platform service fees shall be charged at 15% of the monthly operating revenue of
Party A.
4. | Settlement of service fees |
Party B shall confirm the service fees with Party A at the end of each month in accordance with
the charge rate set forth herein, and Party A shall provide the Service Fees Confirmation,
which shall then be signed by both parties for confirmation.
5. | Payment method |
Party A shall pay the system platform service fees to Party B once at the end of each quarter.
6. | Liabilities of Party A |
1. | Party A shall ensure the use and management of the system platform. It shall also
ensure the safety of the permitted operation environment (including computers, printers
and other related hardware equipments), which will provide a safeguard for the normal
operation of the system platform; |
2. | Party A shall regularly back up any data in the system and keep them properly; |
3. | When Party B provides the system platform service, Party A shall designate its
employees to cooperate with Party B and provide necessary equipment according to the
requirements of Party B; |
4. | When Party B completes the system platform service, Party A shall cooperate with
Party B to check if the operation of the system is normal. |
7. | Liabilities of Party B |
Party B shall provide the service for the system platform to Party A in accordance this
Agreement.
8. | Amendment, termination and discharge of this Agreement |
1. | After this Agreement comes into effect, neither party shall at its own discretion
amend, terminate and discharge this Agreement without a unanimous agreement between the
parties through consultation. |
2. | This Agreement may be amended or discharged after a unanimous agreement is made by the
parties through consultation, and a supplemental agreement shall be signed in respect
thereof. |
9. | Liabilities for breach |
1. | After this Agreement comes into effect, Party A and Party B shall fully perform their
respective obligations hereunder. Any party who breaches this Agreement shall indemnify
the other party against all losses resulting from such breach. |
2. | If Party A fails to pay the contractual sum of this Agreement as scheduled, Party B
shall be entitled to request Party A to make such payment at once. |
10. | Miscellaneous |
1. | Any disputes between Party A and Party B in connection with this Agreement shall be
settled by both parties hereto through consultation, and if no settlement can be reached
through consultation, any party
may bring a legal action in the court at the place where the defendant is domiciled and
the disputes shall be judged pursuant to the laws of the PRC. |
2. | This Agreement shall become effective once it is signed or sealed by the legal
representative or authorized representative of the parties. |
3. | This Agreement is executed in two originals, with each of Party A and Party B holding
one original. |
Party A:
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Party B: Litian Zhuoyue Software (Beijing) Co., Ltd. | |||
Representative:
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Representative:
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Date:
_____(mm)_____(dd)_____(yy) |
Date: _____(mm)_____(dd)_____(yy) |