STRATEGIC COOPERATION AGREEMENT
Guangzhou
Junlian Correspondence Technology Co., Ltd.
And
Guangzhou
Junlian Correspondence Science & Technology Co., Ltd
This
AGREEMENT is made on May 28, 2006 in Guangzhou,
China
by and among:
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1.
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Guangzhou
Junlian Correspondence Technology Co., Ltd.
(hereinafter
referred to as the“WFOE”)
is
a wholly foreign-owned enterprise incorporated and validly existing
under
the laws
of
the People’s Republic of China, having its registered
address at Xxxx 000, XX.00 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxxx
Xxxxxxxx,
Xxxxx;
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2.
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Guangzhou
Junlian Correspondence Science & Technology Co.,
Ltd
(hereinafter
referred to as the “Original Company”) is a limited liability company
incorporated and validly existing under the laws of the People’s Republic
of China, having its registered
address at Xxxx 000, XX.000 Xxxxxx Xxxxx, Tiyu East Road, Tianhe
District,
Guangzhou
Province,
China.
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And
individually or collectively hereinafter referred to as the
“Party(ies)”
WHEREAS:
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1.
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WFOE
is a wholly foreign-owned enterprise particularly
engaged in the field of
software product development and manufacture; the research and development
of computer hardware and wireless burglarproof visual electronic
product,
computer network system integration and weak current technology service.
WFOE has advanced core technology and mature management mode of
development and manufacture relating to the software and wireless
burglarproof visual electronic
product.
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|
2.
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The
Original Company is particularly
engaged in the field of
research and development of wireless burglarproof visual electronic
product. For the purpose of sustainable development, the Original
Company
signed definitive cooperate agreement with WFOE in relevant fields,
and
WFOE will provide relevant services to the Original
Company.
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NOW,
THEREFORE, the Parties agree to implement this business cooperation subject
to
the terms and conditions as follows:
1
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Article
1
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DEFINITIONS
AND INTERPRETATION
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For
the
purpose of this Agreement, except where otherwise requires, the following terms
shall have the
meaning defined hereafter:
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1.1
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Service:
WFOE provides the consultation, technology, training and all other
service
necessary for the Original Company to operate the services, See Appendix
1
hereof.
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1.2
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Intellectual
property rights:
all the intellectual property right which including but not limited
to all
the patent, trademark, service sign and all the relevant goodwill,
registered design, design patent, confidential data, domain name,
utility
model, copy right, invention, brand name, firm name and any similar
right
and any benefit arise from the above right (registered or not, its
application and the right to apply) in any country for now or in
the
future.
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1.3
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Day,
Month and Year:
means the calendar day, month and
year.
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1.4
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Business
day:
any day which is not a Saturday, a Sunday or a public holuday in
China.
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1.5
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PRC:
the People’s Republic of China, unless otherwise indicates, excluding, the
Special Administrative Region of Hong Kong, the Special Administrative
Region of Macau and Taiwan Region.
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1.6
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Articles
and headings are inserted for the purposes of convenience only and
shall
not affect the interpretation of this
Agreement.
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Article
2
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COOPERATION
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2.1
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The
Parties agree that WFOE shall provide the service to Original Company
in
accordance with the terms and conditions of this Agreement and the
Original Company shall pay the service fee to WFOE in accordance
with the
terms and conditions of this Agreement as the
consideration.
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The
content of Appendix 1 hereof may be adjusted upon the consultation of the
Parties.
2
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2.2
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Junlian
shall not accept the same or similar services provided by any third
party
unless the written consent of WFOE has been obtained in
advance.
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2.3
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Service
fee consists of two parts (hereinafter
collectively
referred to as “Service
Fee”): the fixed fee and project commission. The fixed fee is RMB
150,000 per
month, and the commission should be additionally decided by the
Parties.
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2.4
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The
Original Company guarantees that the Service Fee being paid to WFOE
shall
not be less than RMB 3,000,000 per year (hereinafter
referred to as the “Lowest
Payment”) in the period of this Agreement. In accordance with the
principle of fair, the Parties agree that Original Company should
pay the
Lowest Payment as the Service Fee to WFOE in the event that the amount
of
the Service Fee shall be paid to WFOE by Original Company is less
than the
Lowest Payment under this
Agreement.
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The
service period of this Agreement is three years commencing from the effective
date of this Agreement and shall be automatic extended for another one year
after it expires upon the requests of WFOE.
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Article
3
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PAYMENT
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3.1
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The
Service Fee shall be paid by Original Company as the
following:
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| 3.1.1 |
The
fixed fee should be paid to WFOE before the 15th
of
every month.
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3.1.2
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The
project commission should be paid within 15 Business days as of the
closing day of the relevant project but shall not be late than 30
Business
days as of the end of the construction period provided in the relevant
project contract.
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3.2
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In
the period of this Agreement, the Parties may adjust the project
commission in accordance with the specific
circumstances.
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Article
4
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FINANCIAL
SUPERVISION
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4.1
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In
addition to the right provided in this Agreement, WFOE also has the
right
to review and copy the Article of Association, the minute of Shareholder
Meeting, the resolution of the Board of Directors and Supervisors,
financial report and relevant project contracts of Original
Company.
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3
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4.2
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Original
Company shall provide the accurate, true and complete accounting
record,
book, financial report and other accounting data to the relevant
accountant firm retained by it without any rejection, concealment
and
false report.
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4.3
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WFOE
may request to review the accounting book if it believes that there
exists
any inaccurate, untrue and incomplete problem in the financial report
of
Original Company. Original Company shall arrange such review within
10
business days as of such written request by WFOE. If necessary, WFOE
may
employ the accountant firm to assist and the employment fee shall
be borne
by Original Company.
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4.4
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WFOE
may employ the qualified accountant firm to audit Original Company
if it
has legal reason to believe that there exists any problem in its
financial
statement, and the audited financial report shall be the basis for
the
implementation of this Agreement.
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4.5
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Original
Company should provide necessary conditions and convenience to assist
WFOE
in exercise the supervision right hereof and such exercise of right
shall
not affect the daily business of Original
Company.
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Article
5
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REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS OF ORIGINAL
COMPANY.
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5.1
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Original
Company hereby represents, warranties and undertakes to WFOE that
on and
as of the execution date and the completion date
hereof:
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| 5.1.1 |
it
is a corporation duly registered and existing under the laws of
PRC;
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| 5.1.2 |
it
has adequate power and authorities to execute and perform this
Agreement.
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5.2
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Once
being executed, this Agreement shall have binding force on Original
Company and is entitled to application for compulsory
enforcement.
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5.3
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Original
Company has any and all of the permission, license, authorization,
approval and facilities for its operation, and shall guarantee that
all
such permission, license, authorization and approval being keep effective
within the period of this
Agreement.
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4
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5.4
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Original
Company is and always be in compliance with the laws and regulations
of
PRC and is not aware of any violation of them or any circumstance
that may
prevent it from fulfilling the obligation
hereof.
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5.5
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Neither
the assignment of nor the fulfillment of the obligation of Original
Company in this Agreement will violate (i) any provision of the business
license and Article of Association of Original Company, (ii) any
applicable law, rules, regulations, authorization or permission of
relevant government department, or (iii) any provision provided in
the
contracts that Original Company is the relevant
party.
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5.6
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There
are no any pending or possible lawsuit, arbitration and other government
investigation against Original Company relating to its business license,
permission or the objective of this Agreement, or may in any way
affect
the capability of the Parties to execute or perform this Agreement
or the
business operation capability in the period of this Agreement of
Original
Company.
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Article
6
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REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS OF
WFOE
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6.1
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WFOE
hereby represents, warranties and undertakes to Original Company
that on
and as of the execution date and the completion date
hereof:
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6.1.1
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it
is a corporation duly registered and existing under the laws of
PRC;
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6.1.2
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it
has adequate power and authorities to execute and perform this
Agreement.
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6.2
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The
advanced and mature technology, reliable product and operation experiences
it has in computer hardware, wireless burglarproof visual electronic
product, computer network system integration and weak current technology
service in which it intends to cooperate with Original Company is
suitable
for the circumstances in China.
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Article
7
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INTELLECTUAL
PROPERTY
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WFOE
is
entitled to use the name, trademark, identification, domain name and other
form
thereof in its advertisement, promotion material, news release or any other
related materials.
5
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Article
8
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TAXES
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Unless
otherwise agreed by the Parties, any taxes and fees relating to this Agreement
shall be xxxxx by the Parties separately.
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Article
9
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ASSIGNMENTS
AND TRANSFERS
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Neither
Party may without the prior written consent of the other Party in whatsoever
manner assign, transfer, charge all or any part of this Agreement or any its
rights, benefits and obligations hereunder to any third party, nor may perform
this Agreement in any manner other than provided herein. Notwithstanding the
foregoing, WFOE may, subject to the requirements of self-expansion mode, assign
or transfer all or part of its rights, benefits and obligations hereunder to
any
its parent company, subsidiary or any other affiliate.
Article
10 CONFIDENTIALITY
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10.1
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Upon
the execution of this Agreement and unless the prior written consent
of
the other Party has been obtain, the Parties shall be obliged by
the
following confidentiality obligations; the issues that whether this
Agreement has been completed, terminated, canceled, rescind, invalidated
or performed shall have no effect to such
obligations:
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10.1.1
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the
Parties shall not disclose to any third party this Agreement and
any
transaction documents hereunder (hereinafter referred to as
the“Confidential Documents”);
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10.1.2
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the
Parties shall not use the Confidential Documents and contents thereof
except for the purpose of this
Agreement.
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10.2
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The
provisions of Article 10.1 shall not apply so as to prevent the Parties
from disclosing the Confidential Documents for the following
reason:
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10.2.1
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disclose
to the directors, supervisors, senior managers of and financial advisors,
accountants, attorneys employed by the
Parties;
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10.2.2
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required
by the compulsory provisions of applicable laws or
regulations;
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10.2.3
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required
by the compulsory requirement of the government in
charge.
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6
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Article
11
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LIABILITY
FOR BREACH OF CONTRACTS
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11.1
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Subject
to the provisions hereof, if this Agreement is not performed or not
performed completely or in a timely manner, the defaulting party
shall
compensate the non-defaulting party for any losses caused by such
breach,
including the foreseeable profits. In case that both of the Parties
violate this Agreement, they shall bear the liabilities
respectively.
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11.2
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Unless
otherwise provided hereof, any of the Parties shall, in accordance
with
the requirement in the notice given by the non-defaulting Party,
if it has
not performed any of its liabilities hereunder, take remedial measures
for
offsetting or eliminate such breach and the negative effects thereof
within 10 to 30 days upon the acceptance of such notice. In case
that the
defaulting Party fails to do the same, the non-defaulting Party may
terminate this Agreement.
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11.3
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This
article shall remain in effect in cast that this Agreement is terminated,
cancelled, rescinded, or invalidated.
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Article
12
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NOTICES
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Notices
required or permitted under this Agreement shall be effective if given in
writing, in Chinese and English, sent by personal delivery, registered air
mail,
registered letter or by facsimile to the address set out as follows. Notices
shall be deemed to have been received: if delivered personally, at the time
of
received and signed by the attention; in the case of registered air mail, 5
days
from the date of posting; in the case of registered letter, 2 days from the
date
of posting; in the case of the facsimile, at the time of transmission
successfully
Guangzhou
Junlian Correspondence Technology Co., Ltd.
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Address:
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Xxxx
000, XX.00 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx
Xxxxxxxx,
Xxxxx;
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Post
code:
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510260
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Fax
number:
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000-00000000
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7
Guangzhou
Junlian Correspondence Science & Technology Co., Ltd
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Address:
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Xxxx
000, XX.000 Xxxxxx Xxxxx, Tiyu East Road, Tianhe District,
Guangzhou
Province,
China.
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Post
code:
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510020
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Fax
number:
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000-00000000
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Article
13
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ENTIRE
AGREEMENT
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This
Agreement (including its Appendix) constitutes the entire agreement between
the
Parties with respect to the subject matter of this Agreement and supersedes
all
prior oral or written discussions, negotiations and agreements between them.
Amendments modifying or extending this Agreement shall be binding upon both
Parties only if in writing and signed by a duly authorized officer or
representative of each Party.
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Article
14
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GOVERNING
LAW AND DISPUTE RESOLUTION
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14.1
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The
conclusion, effectiveness, interpretation, performance and dispute
resolution of this Agreement shall be governed by the laws of PRC.
In case
that the promulgated PRC laws fail to provide regulations concerning
certain issue, the general international business practices shall
apply.
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| 14.2 |
The
Parties shall make every effort to settle amicably any dispute or
claim
arising in connection with this Agreement. Should the Parties fail
to
resolve any such dispute amicably, any and all such disputes shall
be
submitted to China International Economic and Trade Arbitration Commission
in Guangzhou (“CIETAC”) and finally settled in accordance with the Rules
of Arbitration of CIETAC.
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14.3
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Any
arbitration decision rendered shall be final and binding upon the
Parties.
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| 14.4 |
When
any dispute occurs and when any dispute is under arbitration, except
for
the matters under dispute, the Parties shall continue to exercise
their
remaining respective rights, and fulfill their remaining respective
obligations under this Agreement.
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Article
15
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FORCE
MAJEURE
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15.1
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Force
majeure means any unforeseeable events beyond the Parties’ control which
prevent the execution of any obligations under this Agreement. Force
majeure includes, but is not limited to, embargoes, acts of government,
riots, war or acts of war, mobilization and requisition, fires, floods,
earthquakes.
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8
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15.2
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Force
majeure preventing a Party from performing any of its obligations
under
this Agreement in whole or in part may claim such force majeure against
the other Party only if the prevented Party gives notice of the inception
and cessation of the force majeure within 30 days in each case enclosing
a
confirmation by the proper authorities or published information attesting
the reality of the facts and the accuracy of the data supplied. A
Party
claiming force majeure has the burden to prove direct relationship
between
the force majeure and the non-performance of its obligations under
this
Agreement.
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A
Party
not respecting the foregoing provisions shall be deemed irrevocably and fully
to
have assumed the consequences and risks of force majeure not reported to the
other Party in the way and within the time aforesaid.
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15.3
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In
the event of force majeure, both Parties’ obligations affected thereby are
suspended throughout the duration of the force majeure. Neither Party
shall be
entitled to penalties, interest or other indemnification or compensation
to the damage sustained by it because of force majeure, for delays
or
obligations not performed due to force
majeure.
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15.4
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The
prevented Party shall make every effort to reduce the effect of such
force
majeure on the performance hereof. If such circumstances last over
more
than 6 months, either Party may request the amendment of this Agreement
or
decide to terminate it upon 30 days
notice.
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Article
16
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MISCELLANEOUS
PROVISIONS
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16.1
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As
of the effective date of this Agreement, in the event that any amendment
which including supplement and abolishment, new explanation and
implementation rules being made in the relevant applicable laws,
regulations, ordinances and rules of PRC, or new laws, regulations,
ordinances and rules is enacted, the Parties should consult with
each
other in a timely manner and make some necessary amendment to this
Agreement to protect their right in this
Agreement.
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16.2
|
This
Agreement shall take effect upon execution by the duly authorized
representative of the Parties and the common seal of the Parties
affixed
hereto. The amendment and variation hereto shall be an integrated
part
hereof.
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9
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16.3
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This
Agreement is written in the Chinese languages in four originals,
each
Party shall
hold two originals
which have the same legal validity.
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[The
following has been left to be blank]
10
EXECUTION
PAGE
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by
their duly authorized representatives the day and year first above
written.
Guangzhou
Junlian Correspondence Technique Co., Ltd. (seal)
By:
_________________________________
Position:
Guangzhou
Junlian Correspondence Technology Company (seal)
By:
_________________________________
Position:
11
Appendix
1: Service list
The
following services may be provided by the staff of WFOE, its related company
or
subcontractor:
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1.
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Provide
the consultation service relevant to wireless burglarproof visual
electronic product which including but not limited to the technology,
financial affairs, sales and management
service.
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2.
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Assist
Original Company in the fields of information technology and system
improvement which including the development of the computer hardware
and
software, information management, the development of system and the
preparation of implemental and arrangement
plan.
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3.
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Assist
Original Company in the fields of the development, operation and
maintenance of the electronic
products.
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4.
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Assist
Original Company in the fields of the customer service support for
monitor
system installation.
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5.
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Assist
Original Company in the fields of information transfer which including
the
public relations, advertisement and providing information to staff,
investors, customers and the
public.
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6.
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Staff
training of Original Company.
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12
