Memorandum of Understanding, dated July 2, 2019, between Cosmos Robotor Holdings Limited and Shenzhen Litang Electronics Company Limited
Memorandum of Understanding
The Memorandum of Understanding is entered into on 2nd July, 2019 between Cosmos Robotor Holdings Limited having its registered office at Room 1311, Tai Yu Building, 181 Johnston Road, Wan Chai, Hong Kong), "CR" and Shenzhen Litang Electronics Company Limited having its registered office is located at, Room 707, Building 2, Penghua Xiangyu Garden, Heping Road, Longhua New District, Shenzhen, China "LT" (the "Memorandum of Understanding").
In view of CR's intention to develop an AI Education business in China (the “Service”), including but not limited to the AI classroom business, and that CR has relevant technical licenses and educational content; while LT has a wealth of educational business related resources in China, such as teaching talents and sales networks that can assist in the promotion and operation of the Service. On the principle of equality and mutual benefit, the parties have reached the following consensus through friendly discussion:
Term: The term of the cooperation shall continue to be valid from the date of signing this Memorandum of Understanding upon termination with a 3-month’s written notice.
LT的责任 LT’s responsibilities
The marketing and student recruitment processes for AI classrooms;
The recruitment of operation personnel and teachers for AI classrooms;
The classroom management and daily operation for AI classrooms;
Within one year upon entering into a formal agreement, recruit 500,000 to 1,000,000 paid subscribers to the AI classrooms.
Establish a standard for classroom operation settings (including but not limited to scene design, use of material, etc.);
Design the content of the course (including but not limited to software and hardware packages, such as teaching software, classroom design);
Personnel and teachers training (including but not limited to online video or live- lectures);
Classroom back-end management (including but not limited to student learning data, teaching and learning analysis software).
|4||收费、开支及分成条件Fees, expenses, and sharing:|
The Parties will determine the standards for fees and expenses, and the sharing mechanism in light of each specific AI classroom and its respective operational model, and shall enter into individual supplemental agreements for each AI classroom or project.
Provide the Service with all appropriate care, skill and ability;
Keep the other Party informed of the progress of the duties in relation to the delivery of the Service;
Comply with all laws, regulations and codes applicable to the delivery of the Service, including those laws, regulations and codes relating to anti-bribery, anti-corruption and protection of personal data;
This Memorandum of Understanding and its performance have not and will not violate any contract applicable to the Parties;
Any deliverable does not and will not infringe the intellectual property rights of any third party.
Non-Competition: Without the prior written consent of CR, LT will not provide any services to any competitors of CR in the field of financial education during the term of this Memorandum of Understand or of any subsequent formal agreements. The term “competitor” means any third party that sells, distributes, provides, develops, manufactures or promotes a product or service that is substantially similar to the CR's product or service.
|7||禁止游说：在本合作备忘录期内及完结后的24个月内，一方不会在没有另一方的事先书面同意下： (a) 鼓励另一方的任何雇员或服务供货商停止为该方工作； (b) 鼓励任何另一方的顾客停止与该方进行业务；或 (c) 聘请在本合作备忘录期完结前的十二个月内为该方工作的任何人。|
Non-Solicitation: During the term of this Memorandum of Understand, and within 24 months after its termination, one Party will not, without the prior written consent of the other Party: (a) Encourage any employee or service provider of the other Party to stop working for that Party; b) Encourage any other Party's customers to cease doing business with that Party; or (c) Hire any person who works for that Party within twelve months prior to the termination of this Memorandum of Understanding.
Force majeure: Neither Party shall be in breach of this Memorandum of Understanding nor be liable for delay in performance, or failure to perform any of its obligations under this Memorandum of Understanding if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for one (1) month, a Party may terminate this Memorandum of Understanding by giving written notice of one (1) week to the other Party.
Termination: Any Party may terminate this Memorandum of Understanding by giving 3 months’ written notice.
Relationship: This Memorandum of Understanding shall not constitute any Party the agent of, employee of, or in a partnership with, another Party.
Confidentiality: The Parties undertake not to use or disclose any confidential data relating to the business or affairs of the other Party at any time, but can disclose the same to employees or personnel on a need-to-know basis or in accordance with any rules or laws of any court, government or regulatory agencies.
|12||杂项：任何一方没有另一方的事先书面批准不得转让或转移其任何权利或义务予另一方, 本合作备忘录指定的部分除外。倘若本合作备忘录的任何条文变得无效或不可强制执行，该条文须被视为已（在所需的最低程度内）被改动，以使该条文变为有效及可强制执行；倘若不可能作出该等改动，该条文须被视为已被删除且不得影响其余条文的有效性及可强制执行性。一般商业合作的陈述与担保条款适用。对未尽事宜, 双方同意进一步协商解决。|
Miscellaneous: No party may assign or transfer any of its rights or obligations to the other Party without the prior written approval of the other Party, except as specified in this Memorandum of Understanding. If any provision of this Memorandum of Understanding becomes invalid or unenforceable, the provision shall be deemed to have been altered (within the minimum required) to render the provision effective and enforceable; If it is not possible to make such changes, such provision shall be deemed to have been deleted and shall not affect the validity and enforceability of the remaining provisions. General business cooperation statements and warranties apply. For any outstanding matters in relation to the cooperation under this Memorandum of Understanding, the Parties agreed to further discuss.
Interpretation: In this Memorandum of Understanding, references to persons include natural persons, corporations or groups not affiliated with the corporation (whether or not of independent legal status); references to papers include fax and email.
Legally binding: The Parties agree and confirm that this Memorandum of Understanding is not legally binding (except Sections 6-12). Both parties must comply with the relevant terms.
Governing law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
This Memorandum of Understanding has been concluded on the date specified in the first paragraph of the text, in duplicates, and each party with a copy with the same legal effect.
For and on behalf of
Cosmos Robotor Holdings Limited
温玉芝 WAN Yuk Chee
For and on behalf of
Shenzhen Litang Electronics Company Limited