Exclusive Technical Service and Business Consulting Agreement /FO

Baichuang Information Consulting(Shenzhen) Co., Ltd. (hereinafter referred to as Party B)

means the business in the field of providing improvement and upgrading services of garbage recycling processing technology and equipment.

“甲方业务”

指甲方所经营并发展的垃圾再循环处理技术以及设备的改造和升级服务

means the service exclusively provided by Party B to Party A related to the business of Party A, including but not limited to:

 

(1) Technical support related to the business of Party A;

(2) Technical consulting related to the business activities of Party A;

(3) Training of the technical personnel and market development personnel from Party A;

(4) Assistance with Party A in related information collection and market research;

(5) Business consulting related to the business of Party A (including but not limited to strategy planning, marketing, content-making, client management and etc.);

(6) Business consulting service related to daily management, exploration and development of advertisement business, advertising marketing and so on upon Party A’s request;

(7) Other related technical services and consulting services supplied upon the request of Party A from time to time.

“服务”

指乙方向甲方独家提供的与甲方业务有关的服务，该等服务包括但不限于：

(1) 与甲方业务相关的技术支持；

(2) 提供与甲方业务活动相关的技术咨询；

(3) 为甲方培训专业技术、市场开发人员；

(4) 协助甲方进行有关的信息收集及市场调研；

(5) 提供与甲方业务相关的商业咨询（包括但不限于战略策划、市场营销、内容制作、客户管理等方面的咨询）；

(6) 根据甲方的要求提供日常管理、广告业务拓展与开发、广告营销等商业咨询服务；

(7) 其他应甲方要求而不时提供的其他相关技术服务及咨询服务。

means annual business development plan and budget report of Party B for next calendar year made by Party A with the assistance of Party B before January 15 of each year.

“年度业务计划”

指甲方根据本协议，在每年1月15日之前，在乙方协助下所制订的下一日历年度甲方业务发展计划及预算报告。

means all the fees Party A shall pay to Party B for the service provided according to Article 3 of this Agreement.

“服务费”

指甲方根据本协议第三条的规定，就乙方服务所应向乙方支付的所有费用。

means any or all the equipment purchased by Party B from time to time for the purpose of providing Party A with service.

“设备”

指乙方所有的或不时购买的，为提供服务之目的而使用的任何及所有设备。

means any or all the techniques related to the business of Party A and developed on the basis of the service provided under this Agreement.

“业务相关技术”

指甲方在乙方于本协议项下提供的服务的基础上开发的、与甲方业务相关的任何及所有技术。

has the same meaning as the one stipulated by Article 6.1 under this Agreement.

“客户信息”

具有本协议第六条第一款赋予的含义。

has the same meaning as the one stipulated by Article 6.2 under this Agreement.

“保密信息”

具有本协议第六条第二款赋予的含义。

has the same meaning as the one stipulated by Article 11.1 under this Agreement.

“违约方”

具有本协议第十一条第一款赋予的含义。

has the same meaning as the one stipulated by Article 11.1 under this Agreement.

“违约”

具有本协议第十一条第一款赋予的含义。

has the same meaning as the one stipulated by Article 13.5 under this Agreement.

“该方权利”

具有本协议第十三条第五款赋予的含义。

1.2

To invoke any laws and regulations (the “Laws”) under this Agreement means:

 

 本协议对任何法律、法规 (“法律”)的援引应视为：

(1)  

to invoke at the same time the content of the amendments, adjustments, complements and revisions of the Laws no mater it comes into effect before or after the conclusion of this Agreement, and

(2)  

to invoke at the same time other decisions, notices and rules made or taking effect according to the Laws.

 

同时包括援引按其规定所制订或因其而有效的其他决定、通知及规章。

1.3

Unless there is other stipulation in the context of this Agreement, all the articles, paragraphs and subparagraphs mean the corresponding content under this Agreement.

2.1

Party B shall provide Party A with service under this Agreement since the date of this Agreement and continue to provide the service during the term of the agreement stipulated by Article 8.1 of this agreement.

 

自本协议签署之日起，乙方即开始按照本协议之规定向甲方提供服务，并在本协议第八条第一款规定的期限内，继续提供该服务。

2.2

Party B shall equip itself with all kinds of equipment reasonably needed for providing services，and purchase，lease or obtain new equipment to meet the need to provide satisfactory service.

2.3

Party B shall provide Party A with good consulting service (including but not limited to strategic planning, marketing, content-making, client management and etc.) to assure the fine operation of Party B.

 

乙方应向甲方提供的优质的咨询服务（包括但不限于战略策划、市场营销、内容制作、客户管理等方面的咨询），以确保甲方的经营活动良好地进行。

2.4

Party B shall timely provide service to Party A and communicate with Party A the information related to the business and/or clients of Party A.

 

乙方应及时向甲方提供服务并与甲方沟通、交流各种与甲方业务及/或与甲方客户有关的信息。

3.1

Party A agrees to pay the fees for the service provided by Party B according to Article 2 of this Agreement, including:

 

就乙方依据本协议第二条所提供的服务，甲方同意按第三条第一款向乙方支付服务费，包括如下部分：

(1)  

RMB100,000Yuan for fixed service fees and depreciation expenses per month;

(2)  

Sales service fees equivalent to 95% of the total annual net profit of Party A;

(3)  

Fees for other related technical service and consulting service required by Party A from time to time and stipulated by additional agreements by both parties.

3.2

Party A shall pay the service fees to Party B monthly. Party A shall, before the tenth work day of each month, pay Party B the fixed service fees as stated in Article 3.1(1). In case there are less than 30 days of a certain month, Party A shall pay Party B the fixed service fees based on actual days. After each fiscal year, both parties shall calculate the sales service fees stipulated by Article 3.1(2) according to Party A’s total net profit of last fiscal year reported by the audit report issued by a Chinese certified accounting firm recognized by both parties, and Party A shall pay Party B the aforesaid sales service fees within 15 days after the issuance of the related audit report. Party A agrees to provide the related Chinese certified accounting firm with all the materials and assistance necessary to assure the Chinese certified accounting firm can complete the audit report of last fiscal year and issue it to both Party A and Party B within 30 days after the end of last fiscal year. Party A shall pay Party B the related technical service fees and business consulting service fees stipulated by Article 3.1(3) according to the provisions of other additional technical service agreements or consulting service agreements concluded by both parties from time to time.

 

甲方应按月向乙方支付服务费。甲方应在每月的第十(10)个工作日之前，依据上款所述金额向乙方支付第三条第一款(1)中所述的固定服务费，第一个月若不满30天，则甲方根据实际天数按比例向乙方支付该月的固定服务费及设备折旧费。在甲方的每个会计年度结束后，甲乙双方应按经双方均认可之中国注册会计师事务所出具的审计报告所确认的甲方上一会计年度净利润总额，对甲方根据第三条第一款(2)中所述的业绩服务费进行核算，并在审计报告出具后的十五(15)个工作日内作出相应支付。甲方向乙方承诺将向有关之中国注册会计师事务所提供一切所需资料及协助，并促使其于每一会计年度结束的三十个(30)工作日内完成并向甲乙方出具有关上一会计年度的审计报告。甲方应根据由双方不时签署的其他技术服务或咨询服务协议的条款，向乙方支付第三条第1款(3)中所述的其他相关技术服务及咨询服务的服务费。

 

3.3

Party A shall transfer all the service fees to the bank account designated by Party B according to the provisions of this Article. In case Party B changes its bank account, it shall notify Party A the change seven (7) Working Days in advance.

3.4

The two parties, after mutual negotiation, may make adjustments to the detailed charge ratio of sales service fees stipulated by Article 3.2(1) and Article 3.2(2).

 

虽有本协议第三条第二款的规定，经双方协商一致，可调整该款第(1)项和第(2)项所述业绩服务费的具体支付比例。

4.1

The service supplied by Party B under this Agreement is exclusive. During the term of this Agreement, Party B shall not，without prior written consent of Party B, enter into any other agreements with a third party to hire the third party to provide service the same as or similar to that provided by Party B.

 

本协议中的乙方服务具有排他性，在本协议有效期内，未经乙方事先书面同意，甲方不得与其他任何第三方签订任何协议，聘请该等第三方向其提供与乙方服务相同或相类似的服务。

4.2

Party A shall provide Party B with the final copy of the annual business plan for next year before January 10 of each year, to facilitate Party B to make related service plan and add equipment and technical service power needed.  In case Party A requires Party B to add new equipment beyond the aforesaid plan, Party A shall negotiate with Party B fifteen (15) days in advance to enter into mutual agreements.

 

甲方应在每年的1月10日之前向乙方提供定稿之甲方下一年的年度业务计划，以便乙方安排相应的服务计划并添置所需的设备及技术服务力量，如甲方临时需乙方添置新设备，应提前十五(15)天与乙方进行磋商，以达成双方一致意见。

4.3

To facilitate Party A to provide service, Party A shall provide Party B with related materials truly and timely upon Party B’s request.

 

为便于乙方提供服务，甲方应当应乙方要求准确及时地向乙方提供其要求的相关资料。

4.4

Party A shall pay Party B the service fees timely and fully based on the provisions of Article 3 of this Agreement.

 

甲方应根据本协议第三条的规定，按时、足额地向甲方支付服务费。

4.5

Party A shall sustain its good reputation, explore the business actively and take every effort to maximum the benefits.

 

甲方应维持自身的良好信誉，积极拓展业务，争取收益的最大化。

4.6

To promote the business of Party A, both parties agree that Party A may，upon Party B’s request and entrust，research and develop techniques needed for Party B’ service provided under this agreement. Party A has to accept the offer of the aforesaid entrust. The ownership of rights and interests of the foresaid technical fruits shall be decided by the provisions of Article 5.2(1) of this Agreement.

 

为了促进甲方业务，双方同意在甲方有能力且不违反中国法律的强制性规定的情况下，由乙方委托甲方按照乙方要求专门研究开发乙方为提供本协议项下的服务所需要的技术。对于该等委托，甲方必须接受，由此产生的技术成果的权益归属应适用本协议第五条第二款第一项的规定。

5.1

The intellectual property rights of the products created during the process of providing service by Party B belong to Party B.

 

乙方在提供服务过程中所创造的工作成果之知识产权属乙方所有。

5.2

Whereas the operation of the business of Party A relies on the service provided by Party B under this Agreement，Party A agrees to make the following arrangements regarding the business-related techniques developed from Party A’s service:

 

由于甲方业务的开展依赖于乙方在本协议项下提供的服务，就甲方在该等服务的基础上开发的业务相关技术，甲方同意如下安排：

(1)  

If the business-related technique is developed by Party A through its further development upon the entrust of Party B, or it is developed corporately by both parties, then the ownership and related rights to apply for patent all belong to Party B.

 

若业务相关技术系由甲方受乙方的委托进一步开发获得，或由甲方同乙方合作开发而获得，则其所有权和相关专利申请权均归乙方所有。

(2)  

If the business-related technique is independently developed by Party A, the ownership of the business-related technique may belong to Party A under the following circumstances: (A) Party A shall timely notify the details of the related technique to Party B and provide Party B with the related materials required by Party B; (B) If Party A is going to license or transfer the related technique, Party B may, without the conflicts with Chinese compulsory law regulations, enjoy the priority to purchase the related technique or be licensed to use the technique exclusively, or Party B may use the related technique to the same extent that Party A specifically transfer to or license others (however, Party A has the right to decide whether or not to accept the offer of the transfer or the license); Party A may, upon Party B’s waiver of the priority to purchase the ownership of the related technique and the exclusive right to use the related technique, transfer or license the related technique to a third party with conditions offered no better than that offered to Party B (including but not limited to the transfer price or license fee), and shall guaranty the third party will fully abide by and perform the duties and obligations of Party A under this Agreement. (c)With the exception of the situations in Article 5.3(2)(B), Party A enjoys the right to purchase the related technique within the term stipulated by Article 8.1 of this Agreement; At the appointed time, Party A shall, without the conflict with the Chinese compulsory law regulations, accept Party B’s foresaid offer with price of RMB 1.00 or other lowest prices allowed by the concurrent laws.

 

若业务相关技术系由甲方进一步独立开发获得，则其所有权归甲方所有，条件是(A)甲方及时将该等相关技术的详情告知乙方，并提供乙方要求提供的相关资料；(B) 若甲方欲许可使用或转让该等相关技术，甲方应在不违背中国法律的强制性规定的前提下优先转让予乙方或授予乙方独占使用许可，乙方可在甲方具体转让或授权范围内使用该等相关技术（但乙方有权决定是否接受该等转让或许可使用）；甲方只能在乙方放弃优先购买该等相关技术所有权或放弃独占使用权的情况下方可以不优惠于其向乙方提出的条件（包括但不限于转让价格或许可费用）向第三方转让该等相关技术的所有权或授予第三方使用权，并应保证该等第三方全面遵守和履行本协议项下甲方应遵守和履行的责任、义务；(C)除以上第五条第三款第二项(B)段所述情况外，在本协议第八条第一款规定的期限内，乙方有权要求购买该等相关技术；届时甲方应在不违背中国法律的强制性规定的前提下同意乙方的该等购买请求，购买价格为人民币壹元(RMB1.00)或届时法律允许的其他最低价格。

 

若乙方根据本协议第五条第二款第二项的规定被许可独家使用业务相关技术，则该等许可应根据本款以下规定进行：

(1)  

the term of the license shall no shorter than ten (10) years (counting from the effective date of the related license agreement);

(2)  

the scope of the rights licensed shall be defined as wide as possible;

(3)  

Within the term and the scope of the license, no other party (including Party A) except Party B may in any way use or license others to use the related technique;

(4)  

Without the breach of Article 5.3(3), Party A enjoys the right to independently decide to license any other third party to use the related technique;

(5)  

After the expiration of the license, Party B may resume the license and Party A has to agree. At the appointed time the provisions of the license shall be sustained unless Party B confirms the adjustments.

 

虽有上述第五条第二款第二项的规定，对该段所述的任何业务相关技术的专利申请应按照以下规定进行：

(1)  

If Party A is going to apply for patent of any related technique described by the foresaid subparagraph, it shall obtain prior written approval from Party B.

 

  若甲方欲就该段所述的任何业务相关技术申请专利，则应事先取得乙方的书面同意。

(2)  

Party A may apply for patent of any business-related technique independently or transfer such right to a third party only upon the waiver of such rights of Party B. Before Party A transfer such right of applying for patent to a third party, Party A shall guaranty that the third party will fully abide by and perform the duties and obligations of Party A under this Agreement; Meanwhile, the conditions (including but not limited to the transfer price) Party A offers to the third party shall not be better than that Party A offers to Party B.

 

  甲方只能在乙方放弃购买业务相关技术的专利申请权的情况下方可自行申请专利或向第三方转让该等申请权。在甲方向第三方转让前述专利申请权的情况下，甲方应保证该第三方将全面遵守和履行本协议项下甲方应遵守和履行的责任、义务；同时，甲方向第三人转让专利申请权的条件（包括但不限于转让价格）不能优惠于其根据本款第三段的规定向乙方提出的条件。

(3)  

Within the term of this Agreement, Party B may at any time require Party A to apply for the patent of the foresaid business-related technique and decide independently whether or not to purchase such patent application right.  As long as Party B makes such requirement, Party A shall, without the conflicts with Chinese compulsory law regulations, transfer the foresaid patent application right to Party B with the price of RMB 1.00 or other lowest prices allowed by the concurrent laws; After the transfer to the foresaid patent application right of the business-related technique to Party B and the actual application for and authorization of the foresaid patent, Party A will legally become the owner the foresaid patent rights.

5.5

Upon Party B’s written request, Party A shall, without the conflicts of Chinese compulsory legal law regulations, transfer all business-related trademark rights, internet domain name, patent rights and know-how owned by or may be owned in the future by Party A to Party B with the price of RMB1.00 or other lowest prices allowed by the concurrent laws.

 

经乙方书面要求，甲方应将其目前及未来所拥有的、与其业务相关的商标、网络域名、专利权、专有技术等在不违反有关法律的强制性规定的前提下转让给乙方，转让价格为人民币一元(RMB1.00)或届时法律所允许的最低价格。

5.6

Both parties promise to each other that it will compensate any and all economic losses caused by its infringement of any other third party’s intellectual rights (including but not limited to publish rights, trademark rights, patent rights and know-how).

 

甲乙双方均向对方保证，将向对方补偿因己方任何侵犯他人知识产权(包括版权、商标权、专利权、专有技术)而给对方造成的任何及所有经济损失。

6.1

Within the term of this Agreement, all the client information and other related materials (the “Client Information”) related to the business of Party A and the service provided by Party B belong to both parties.

6.2

Both parties shall keep strict confidential each party’s business secrets, proprietary information, Client Information and related materials owned by both parties and any nonpublic information of each party (collectively the “Confidential Information”). Unless there is prior written approval from the other party or disclosure requirements from the legal regulations or IPO procedures, the reception party shall not disclose the Confidential Information or any part of the Confidential Information to a third party; The reception party shall not directly or indirectly utilize the Confidential Information or any part of the Confidential Information, unless with the purpose of performing this Agreement.

(1)  

any information that the reception party has been proved by written materials to know previously;

(2)  

any information coming into the public field without the reception party’s fault or known by the public resulted by other reasons;

 

 非因接收方的过错而进入公共领域或因其他原因为公众所知晓的信息；或

(3)  

any information the reception party obtains through other legal channels thereafter .

 

接收一方其后从其他途径合法获得的信息。

6.4

The reception party may disclose the Confidential Information to its employees, agencies and experts hired and guaranty the foresaid people to abide by this Agreement，keep the Confidential information in secrecy and only use the foresaid Confidential Information with the purpose of performing this Agreement.

7.1

Party A shall promise and warranty that Party A is currently not and will not be in the future constrained from or limited to performing all or part of the liabilities under this Agreement by any other agreements, contracts, promises and arrangement of rights or obligations.

 

甲方兹此承诺并保证，目前不存在且其确保将来也不存在任何对甲方具有约束力的、可能限制甲方履行本协议项下全部或部分义务的协议、合同、承诺或其他权利、义务性安排。

8.1  

Both parties hereby agree that this Agreement be executed upon two parties’ formal signature and will keep effective without time limitation unless both parties’ written agreement to terminate it in advance.

8.2  

Article 8.2 and Article 6 of this Agreement shall survive if the Agreement is terminated.

10.1

Any communications between parties pursuant to this Agreement including notice, requirement, offer and other correspondence shall be delivered in written form.

10.2

In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered five (5) Business Days from the time of posting.

11.1

Both Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) may ask for remedy measures in reasonable time. If the Breaching Party does not perform any remedy measures in the reasonable time required by the Observant Party or within 10 days after the written notice of the Observant Party, the Observant Party may choose one of the following remedy ways，then (1)if the Breach Party is Party A, Party B may terminate this Agreement and require full compensation from the Breach Party; or require Party A ’s compulsory performance of the liabilities under this Agreement as well as the full compensation from Party A; (2)if the Breach Party is Party B, Party A may require Party B’s compulsory performance of the liabilities under this Agreement as well as the full compensation from Party B.

11.2

Both parties agree and confirm that Party A shall under no circumstances terminate this agreement with whatever reasons.

11.3

The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

11.4

Article 11 shall survive after the Agreement is ceased or terminated, regardless of other Articles under this agreement.

13.1

This Agreement shall be executed in two (2) original copies in Chinese and is hold respectively by each Party.

13.2

The conclusion，execution, validity, interpretation, performance, amendment and termination of this Agreement are governed by the laws of PRC.

13.3

The Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) in connection with this Agreement through friendly consultation. In case no settlement can be reached within  thirty (30) day after one party ask for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

13.4

Any right, power or remedy granted to a party by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms or laws and regulations. And one party’s performance of its right, power and remedy does not exclude the party from performing other right, power and remedy.

13.5

No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

13.6

The headings are for convenience and under no circumstances the headings shall affect the interpretation of the articles of the agreement.

13.7

This Agreement is severable. If any Article of this Agreement is judged as invalid or non-enforceable according to relevant PRC Laws, such Article shall be deemed invalid only within the applicable area of the PRC Laws, and without affecting other Articles hereof in any way.

13.8

The Parties may amend and supply this Agreement with a written agreement. The amendment and supplement duly executed by the Parties shall be a part of this Agreement and shall have the same legal effect as this Agreement.

13.9

Without prior written approval of Party A, the Borrowers can not transfer, pledge or assign any right, benefit or obligation under this agreement. Party A can transfer, pledge or assign any right benefit or obligation under this agreement upon notice of the other parties.

13.10

This agreement is binding to all the parties herein and their respective lawful successors and assignees.