Exhibit 10.6
Business Cooperation Agreement
The Agreement is signed in Changsha, Hunan Province of the People's Republic of
China (hereinafter referred to as "China") between parties hereafter on Jul
28th, 2009.
Party A: Changsha Huanqiu Vocational Secondary School
Address: Shahe Segment, Ningxiang County, Hunan Province
Party B: Hunan Oya Education Technology Co., Ltd.
Address: Xx. 000, Xxxxx 0, Xxxxxx Xxxxxx Xxxx, Xxxxx Xxxxxxxx, Changsha (Room
1708, Landmark Building)
Hereinafter Party A or Party B is referred to as "one Party" and uniformly
referred to as "both parties".
Whereas:
1. Party A is a secondary vocational-technical school in China which is
specialized in non-compulsory education and degree education, mainly engaging in
secondary vocational-technical education (hereinafter referred to as "main
business" for short);
2. Party B is a domestic-funded limited liability company registered in China,
with education investment as its main business;
3. Party B agrees to provide Party A with business support and service
concerning main business by using its technology, personnel and business
resources in accordance with the articles of this Agreement, and Party A agrees
to accept the business support and service provided by Party B or any other
Party appointed by Party B in accordance with the articles of this Agreement.
Party A and Party B hereby reach the agreement as follows by consensus.
1. BUSINESS COOPERATION
1.1 Subject to the clauses and conditions of the Agreement , Party A hereby
appoints Party B as its service providers to provide comprehensive technical
support, business support and relevant consulting service for Party A during the
duration of this Agreement.
1.2 Party A agrees that Party A shall neither directly or indirectly obtain any
consultation or service same with or similar to the Agreement from any third
party during the Agreement without Party B's prior written approval, nor
establish any partnership with any third party with respect to any matter under
the Agreement
1.3 Party A agrees to obtain the written approval of Party B beforehand as for
all the individual expenditures of over RMB 1000 Yuan occurring in school, or
the same expenditure of over XXX 00000 Yuan accumulated within a month..
1.4 Business cooperation forms
Party A's responsibilities:
(1) Charge for students in accordance with the charging items and standards
approved or filed, and a list of charging items is in Attachment1;
(2) Management of school rolls, assessment and management of students;
(3) Implementation of specific teaching task;
(4) Issue education certificate in the name of school;
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(5) Maintain teaching environment inside and outside of campus;
(6) Communicate with the competent education department;
(7) Enjoy preferential policies related with tax in accordance with the law;
(8) Strive for scholarship programs and bursary programs provided by the state,
enterprises or individuals;
(9) Protect personal security and property security of all the people in campus;
(10) Cover property insurance for important teaching assets;
(11) Have the rights to use teaching venues and obtain logistic service;
(12) Pay salary not less than the standard of schools for teaching staffs;
provide relevant social security and benefits.
Party B's responsibilities of:
(1) According to relevant stipulations, supply diversified investment to school;
(2) Formulate unified enrollment policy, arrange enrollment publicity;
(3) Formulate, supervise and execute uniformly financial management system of
the school;
(4) Provide exclusive technical consultation and service in relation to
curriculum project, teaching analysis and student management, etc.
(5) Design and maintain school web pages;
(6) Provide career information and employment recommendation for students;
(7) Contact work-study programs units;
(8) Unify the school's external advertisement and publicity;
(9) Formulate assessment criteria for teaching staff, nominate appointment, and
dismiss teaching staff, Party A shall take coordinated actions;
(10) Authorize school to use education brand "Huanqiu", and provide standardized
management program.
1.5 The type of revenue distribution: all the revenues belong to Party B.
1.6 Party B has the right to appoint all the senior management of Party A.
1.7 Party B has the right to dispose the net assets of Party A.
2. INTELLECTUAL PROPERTY AND CONFIDENTIALITY PROVISIONS
2.1 Party B shall, within the Chinese law, have the exclusive rights and
interests to all rights, ownerships, equities and all intellectual properties
generated or created for fulfilling the Agreement, including but not limited to
copyright, patent right, right for patent application, software, technical
know-how, trade secret and others. Party A shall sign all appropriate documents,
adopt all appropriate actions, submit all documents and /or applications,
provide all appropriate assistance, and conduct all behaviors Party A considered
to be necessary upon its sole discretion, to entitle all ownerships, rights and
benefits of such intellectual property to Party B and /or perfect the protection
of such intellectual property of Party A.
2.2 Both parties acknowledge and confirm that the Agreement and the content
thereof, as well as any exchanged oral or written documents for preparing or
fulfilling the Agreement are confidential information which may not be disclosed
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to any other parties without the prior written authorisation of the other Party
except the followings: (a) any information known or to be known by publics (only
those information not disclosed to publics by the party accepting the
confidential information without permission); (b) any information needed by any
party with respect to the Agreement to be disclosed at the request of applicable
laws, stock exchange regulations or orders from government or court; or (c) any
information needed to be disclosed to the stockholders, investors, or law or
financial consultant who have to observe the confidential obligations similar to
the Agreement as well . Any such disclosure from personnel or employed
institutes of one party shall be considered as the disclosure of that party and
shall be liable for breach of contract. This clause shall be valid no matter the
Agreement is terminated for any reason.
2.3 Both parties agree that this clause shall be valid no matter the Agreement
is modified, cancelled or terminated.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and warranties of Party A are as follows:
3.1.1 Party A is a secondary vocational-technical school in China, and has
acquired the government license, license plate necessary for main business.
3.1.2 Party A signs and performs this Agreement without violating provisions of
laws and regulations.
3.1.3 This agreement constitutes the legal, valid and binding obligations which
can be executed forcibly according to terms of this Agreement.
3.2 Representations and warranties of Party A are as follows:
3.2.1 Party B is a domestic-investment limited liability company registered in
china.
3.2.2 Party B has taken necessary corporate actions to sign and fulfill the
Agreement; Party B's signing and fulfillment of the Agreement shall not break
the rules of the laws and regulations
3.2.3 This agreement constitutes the legal, valid and binding obligations which
can be executed forcibly according to terms of this Agreement.
4. EFFECTIVENESS AND TERM OF VALIDITY
4.1 The Agreement shall be signed and take effect as of day showed at the
beginning of the Agreement. The term of validity of the Agreement shall be 15
years unless being prematurely terminated according to the Agreement or any
other agreements of the parties, meanwhile, both parties shall make a review
about the Agreement every 12 months since signed to decide whether
correspondingly modify or supplement the Agreement subject to circumstances at
the time.
4.2 The Agreement can be extended upon both parties' written confirmation before
expiration
5. TERMINATION
5.1 The Agreement shall be terminated upon the expiration, unless being extended
subject to the Agreement.
5.2 Party A shall not prematurely terminate the Agreement during the term of
validity unless Party B has any gross negligence or fraudulent conduct.
Nevertheless, Party B can terminate the Agreement through written notice 30 days
in advance at any time.
5.3 Both parties' rights and obligations under Clauses 3, 7 and 8 shall remain
valid after termination of the Agreement.
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6. APPLICABLE LAW AND DISPUTE RESOLUTIONS
6.1 The Agreement shall be made, validated, interpreted, performed, revised and
terminated and the disputes shall be resolved in conformance with related
Chinese laws.
6.2 Both parties shall resolve any dispute arising from interpreting and
fulfilling the Agreement based on friendly negotiations at first within 30 days
upon sending a written notice by one Party to the other, which, if a failure,
shall be hereafter presented by any party to the people's court with
jurisdiction right of Party A for settlement,.
6.3 In case of any dispute arising from interpreting and fulfilling the
agreement or during the arbitration on any dispute, both parties shall still
exercise other rights and fulfill other respective obligations under the
Agreement except for those items in dispute.
7. COMPENSATION
Party A shall compensate Party B for any loss, damage, responsibility or charge
generated or caused by consultation and services provided by Party B to Party A
subject to the Agreement or incurred for Party A's lawsuit, request or other
requirement, unless the loss, damage, responsibility or charge are generated due
to Party A's gross negligence or scienter.
8. NOTICE
8.1 All notices or other correspondences requested or sent upon the Agreement
shall be sent to the following address of the Party through personal delivery,
registered post, postage prepaid, business express service or fax and all
notices shall be sent through email once more. The service date of such notices
shall be confirmed as per the following methods:
8.1.1 If the notice is sent through personal delivery, express service,
registered post or postage prepaid, the service date shall be the day when the
notice is sent or rejected upon the notice address.
8.1.2 If the notice is sent through fax, the service date shall be the day when
the notice is successfully sent out (subject to the auto-generated sending
acknowledgement)..
8.2 For the purpose of notice, both Parties' addresses are as following:
Party A: Party A: Changsha Huanqiu Vocational Secondary School
Address: Shahe Segment, Ningxiang County, Hunan Province
Recipient: Guangwen He
Party B: Hunan Oya Education Technology Co., Ltd.
Address: Xx. 000, Xxxxx 0, Xxxxxx Xxxxxx Road, Kaifu District, Changsha (Room
1708, Landmark Building)
Recipient: Guangwen He
8.3 Either Party can notice the other Party the change of the notice address at
any time upon this clause.
9 TRANSFER OF THE AGREEMENT
9.1 Party A should not transfer the rights and obligations under the Agreement
to the third Party without Party B's prior written permission.
9.2 Party B hereby agrees that Party B can transfer its rights and obligations
under the Agreement to the third Party when necessary, and Party B only needs to
send written notice to Party A when such transfer occurs without waiting Party
A's approval.
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10. DIVISIBILITY OF THE AGREEMENT
If one or more clauses of the Agreement are adjudged to be invalid, illegal or
unenforceable in any aspect subject to any law or regulation, the validity,
legality or enforceability of the other part of the Agreement shall not be
impacted or damaged for such reason. Both Parties shall, through sincere
negotiations, replace the invalid, illegal or unenforceable regulations with
effective regulations within the law and to the maximum both Parties expected,
economic effects of such effective regulations shall be as similar as possible
with those of the invalid, illegal or unenforceable regulations.
11. AMENDMENT AND SUPPLEMENTATION OF THE AGREEMENT
Both Parties can modify or supplement the Agreement through written agreement.
Any modification or supplementation signed by both Parties shall be the
component of the Agreement and have equal legal effect with the Agreement.
12. LANGUAGE AND DUPLICATION
The Agreement shall be in Chinese and made in duplicate. Each party shall take
one copy with each equally valid.
IN WITNESS WHEREOF the representatives authorized by both Parties have signed
this Excusive Business Cooperation Agreement and validated it as of day showed
at the beginning of the Agreement.
Party A:
Changsha Huanqiu Vocational Secondary School
/s/ Guangwen He
August 31, 2009
Party B:
Hunan Oya Education Technology Co., Ltd.
/s/ Guangwen He
August 31, 2009
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ATTACHMENT 1
List of charging items and charging standards
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