Exclusive Technical Service and Business Consulting Agreement /FO

 

Address：R2611-15，,22/F, Bld. 2-28, No.2 Fufeng Road, Fengtai District, Beijing

2.

Tianjin Xunna Information Technology Ltd. (hereafter referred to as Party B)

 

Address：R102-16, No. 1 Yijing Road, Dongli Economic Development Zone, Tianjing

means the business in the field of computer system integration, computer software sales, technology development and technology service..

指甲方的主要业务，包括计算机系统集成、计算机软件销售、技术开发、技术服务。

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 relation to 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)

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

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：

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 10 of each year.

指甲方根据本协议，在每年1月10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.

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.

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.

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

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

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

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

 

(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 execution of this Agreement, and

 

(2)

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

 

(1)

RMB 2,500 Yuan for fixed service fees and depreciation expenses per month;

 

(2)

Sales service fees equivalent to 90% of the total annual gross 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.

 

(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 upon request; (B) If Party A is going to license or transfer the related technique, Party B may, without the conflicts with Chinese compulsory law and regulations, enjoy the priority to purchase the related technique or be licensed to use the technique exclusively, then Party B may use the related technique to the  extent that specified by Party A in the license or transfer agreement(however, Party B has the right to decide whether or not to accept the offer of  transfer or  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  no more favorable  than those 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 and 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。

 

(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 renew the license and Party A shall agree. The renewed license shall be on the same terms unless Party B acknowledges the amendment.

 

(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 cannot apply for patent of any business-related technique independently or transfer such right to a third party unless Party B waives to purchase patent application right.. 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 favorable than those Party A offers to Party B in accordance with 5.4(3).

 

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)

During 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 and 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;  If Party B gain the patent application right, make the application and obtain the patent, then Party B will  become the legal owner the foresaid patent rights.

6.3

The following information is not Confidential Information:

 

(1)

there is written material to prove that such information previously known to recipient party ;

 

(2)

any information coming into the public domain for reason other than the default of recipient party or information known by the public as a result of  other reasons; or

 

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 recipient party obtains through other legal channels thereafter .