Exhibit
10.4


 


EXCLUSIVE
TECHNICAL CONSULTING AND SERVICE AGREEMENT


 


THIS
EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the “Agreement”) is made and entered
into as of March 31, 2018, by and between the following parties:


 


Party
A: Tiandahai (Xiamen) Information Technology Co., Ltd.


Registered
Address: Zone 1, No 7, Hexiang Xier Road, Siming District, Xiamen


 


Party
B: Xiamen Hengda Haitian Computer Network Co., Ltd.


Registered
Address: Room 304, No 30, Guanri Road, Siming District, Xiamen.


 


WHEREAS,


 


	1.	Party
                                         A, a wholly foreign-owned enterprise duly established and valid existing under the laws
                                         of the People’s Republic of China (the “PRC”), owns resources
                                         to provide relevant technical consulting and services.



 


	2.	Party
                                         B is a limited liability company duly established and valid existing under the PRC laws.
                                         Party A agrees to provide to Party B technology consulting and related services, and
                                         Party B agrees to accept such services provided by Party A in accordance with this Agreement.



 


NOW
THEREFORE, through mutual negotiations, the Parties hereto agree as follows:


 


	1.	Technical
                                         Consulting and Services, Sole and Exclusive Interests 



 


		1.1	During
                                         the term of this Agreement, Party A agrees to provide to Party B the technical consulting
                                         and services and other significant resources necessary for the operation of Party B’s
                                         business in accordance with this Agreement, including but not limited to:



 


		(1)	Provision
                                         of services of market study, business strategy, marketing consulting, technique training;
	 	 	 



		(2)	Provision
                                         of intellectual property (such as trademark, patent, know-how and so forth) which is
                                         solely owned by Party A and necessary for the operation and development of Party B’s
                                         business;
	 	 	 



		(3)	Secondment
                                         to Party B of senior management personnel and senior technical personnel;
	 	 	 



		(4)	Other
                                         consulting and services required by Party B in associate with the variation of market.



 


		1.2	Party
                                         B hereby agrees to accept such technical consulting and services provided by Party A.
                                         Party B further agrees that, during the term of this Agreement, it shall not accept the
                                         technical consultation and service provided by any third party other than Party A without
                                         the prior written consent of Party A.



 


		1.3	Party
                                         A shall be the sole and exclusive owner of all right, title and interests and intellectual
                                         property rights arising from this Agreement (including but not limited to, copyrights,
                                         patent, know-how, commercial secrets and so forth), regardless it is developed by Party
                                         A or by Party B based on Party A’s intellectual property right.



 






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	2.	Payments
                                         for the technical consultation and service(“Consulting Fees”)



 


		2.1	Both
                                         parties agree that the Consulting Fees shall be paid per quarter in accordance with the
                                         consulting and service actually provided by Party A. Party A has the right, solely at
                                         its discretion, to determine the amount of the Consulting Fees, and both parties agree
                                         to, at Party A’s discretion, amend or enter into supplementary agreement in respect
                                         of the provisions under this Agreement regarding Consulting Fees. The Consulting Fees
                                         could be 100% of Party B’s quarterly profit.



 


		2.2	Except
                                         for the Consulting Fees mentioned in the preceding paragraph, Party B agrees to reimburse
                                         Party A for all necessary expenses in relation to performing this Agreement, including
                                         but not limited to, travelling expenses, service fees, and out-of-pocket expenses, etc.



 


		2.3	Except
                                         for the Consulting Fees, Party B agrees to reimburse Party A the tax, customs and other
                                         expenditures (income tax is not included) paid by Party A in favour of Party B in relation
                                         to this Agreement.



 


		2.4	Party
                                         B shall provide Party A with a report in relation to Consulting Fees (“Consulting
                                         Fees Report”) in accordance with this Agreement within three (3) business days
                                         after each quarter and Party B shall remit the amount in RMB to the bank account designated
                                         by Party A within two (2) business days after delivering such Consulting Fees Report.



 


		2.5	Party
                                         B shall maintain a separate bank account for the Consulting Fees under this Agreement.
                                         Party A is entitled to appoint its employees or PRC or international accountants to review
                                         or audit the account books in relation to the consulting service from time to time. The
                                         fees payable to the accountant shall be paid by Party A itself. Party B shall provide
                                         to Party A’s employees or accountants any convenience and assistance required and
                                         all documents, account books, records, materials and information deemed necessary by
                                         such persons The auditing report issued by Party A’s employee shall be final and
                                         conclusive unless Party B issues written objection within seven (7) days after receiving
                                         such report. The report issued by the accountant shall be final and conclusive. Party
                                         A is entitled to serve written payment notice on Party B at any time after receiving
                                         the audit report according to the consulting fee confirmed by the audit report. Party
                                         B shall pay within seven (7) days after receiving the notice in accordance with Article
                                         2.4.



 


		2.6	All
                                         payment payable by Party B to Party A shall be after tax, bank handing charge or any
                                         other expenses.



 


	3.	Representations
                                         and Warranties



 


		3.1	Party
                                         A hereby represents and warrants as follows:
	 	 	 



		3.1.1	It
                                         has the authority to enter into and perform this Agreement in accordance with its Articles
                                         of Association and business scope, and has taken all necessary action to get authorization,
                                         consent and approval from third party and/or competent government authorities, and will
                                         not conflict with any agreement or laws binding on it.
	 	 	 



		3.1.2	Upon
                                         execution, this Agreement shall constitute a legally binding document on Party A and
                                         shall be enforceable in accordance herewith. 
	 	 	 



		3.2	Party
                                         B hereby represents and warrants as follows:
	 	 	 



		3.2.1	Party
                                         B is a company duly registered and valid existing under the law of the PRC, and is authorized
                                         to enter into this Agreement. 
	 	 	 



		3.2.2	Party
                                         B has the authority to execute and perform this Agreement in accordance with its Articles
                                         of Association and its business scope, and has taken all necessary action to obtain all
                                         consents and approval to execute and perform this Agreement, and will not conflict with
                                         any agreement or laws binding on it. 
	 	 	 



		3.2.3	Upon
                                         execution, this Agreement shall constitute a legally binding document on Party A and
                                         shall be enforceable in accordance herewith. 



 






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	4	Confidentiality
                                         



 


		4.1	Party
                                         B agrees to make reasonable effort to protect and maintain the confidentiality of Party
                                         A’s confidential data and information acknowledged or received in the exclusive
                                         technical consulting and service provided by Party A (“Confidential Information”).
                                         Party B shall not disclose, grant or transfer to any third party of such Confidential
                                         Information. Upon termination of this Agreement, Party B shall, upon Party A’s
                                         request, return to Party A or destroy of any document, material or software contained
                                         any of such Confidential Information, and shall completely delete any of such Confidential
                                         Information from any memory device, and shall not use or permit any third party to use
                                         such Confidential Information.
	 	 	 



		4.2	The
                                         both Parties agree that the provisions of this Article shall survive notwithstanding
                                         the alteration, revocation or termination of this Agreement.
	 	 	 



	5	Indemnities



 


		5.1	Party
                                         B shall indemnify Party A against any loss, damage, liability or expenses suffered by
                                         Party A as a result of or arising from any litigation, claim or compensation request
                                         in other forms related to the consulting and service under this Agreement. 
	 	 	 



	6	Effectiveness
                                         and Term of this Agreement



 


		6.1	This
                                         Agreement shall be executed and come into effect as of the date first set forth above.
                                         The term of this Agreement shall be ten (10) years unless earlier terminated as set forth
                                         in this Agreement or other written agreements entered into by the parties hereof.
	 	 	 



		6.2	This
                                         Agreement shall be terminated upon written confirmation from both Parties before termination.
                                         Otherwise this agreement shall be extended by another ten (10) years. 
	 	 	 



	7	Termination
                                         of the Agreement



 


		7.1	The
                                         Agreement shall be extended automatically upon the expiration of this Agreement unless
                                         it is terminated in accordance with this Agreement.



 


		7.2	During
                                         the term of this Agreement, Party B may not terminate this Agreement except in the case
                                         of Party A’s gross negligence, fraud, or other illegal action or bankruptcy of
                                         Party A. Notwithstanding the above, Party A may terminate this Agreement with issuing
                                         a written notice to Party B thirty (30) days in advance.



 


		7.3	The
                                         rights and obligations of the both Parties under Article 4 and Article 5 of this Agreement
                                         shall survive after the termination of this Agreement.



 


	8	Dispute
                                         Settlement



 


		8.1	With
                                         regards to any dispute in relation to the interpretation or implementation of this Agreement,
                                         the Parties shall negotiate friendly to settle the dispute. In case no settlement can
                                         be reached through consultation, each Party can submit such matter to China International
                                         Economic and Trade Arbitration Committee for arbitration according to the current effective
                                         arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings
                                         shall be conducted in Chinese. The arbitration award shall be final and binding on the
                                         Parties.



 






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	9	Force
                                         Majeure



 


		9.1	Force
                                         Majeure Event (“Event”) refers to any event beyond control of the
                                         affected party and unavoidable with reasonable caution, which shall include but not limit
                                         to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal
                                         wave, lightning or war. However, any lack of credit, assets or financing shall not be
                                         deemed as an event beyond control of a party. The party claiming the Force Majeure and
                                         seeking a waiver of its obligations hereunder shall promptly inform the other party the
                                         Force Majeure and the procedure to fulfil its obligations hereunder.



 


		9.2	If
                                         performance of this Agreement is delayed or prevented due to Force Majeure set forth
                                         in the preceding paragraph, the affected party shall not subject to any liability hereunder
                                         arising from the obligations so delayed or prevented. The affected party shall make reasonable
                                         effort to reduce or diminish the effect from such Event, and shall make reasonable efforts
                                         to resume its performance. Both parties shall resume the performance with best effort
                                         upon elimination of such Event.



 


	10	Notices



 


		10.1	Any
                                         notice by each Party regarding rights and obligations hereunder shall be in writing.
                                         Where such notice is delivered personally, the time of notice is the time when such notice
                                         actually reaches the addressee; where such notice is transmitted by telex or facsimile,
                                         the notice time is the time when such notice is transmitted. If such notice does not
                                         reach the addressee on business date or reaches the addressee after the business time,
                                         the next business day following such day is the date of notice. The delivery place is
                                         the address first written above of the Parties hereto or the address advised in writing
                                         including facsimile and telex from time to time. “Writing” includes, inter
                                         alia, fax and telefax.



 


	11	Assignment
                                         



 


		11.1	Absent
                                         the prior written consent of Party A, Party B may not assign any right or obligation
                                         hereunder to any third party.
	 	 	 



	12	Severability



 


		12.1	If
                                         any of the terms of this Agreement is invalid, illegal or unenforceable due to incompliance
                                         with laws, the validity and enforceability of the other terms hereof shall nevertheless
                                         remain unaffected.
	 	 	 



	13	Amendments
                                         and Supplement



 


		13.1	Any
                                         amendment and supplement of this Agreement shall be in writing and duly executed by the
                                         parties hereto, such amendment and supplement shall be deemed as a part of this Agreement
                                         and shall be in full force and effect as this Agreement.



 


	14	Governing
                                         Law 



 


		14.1	This
                                         Agreement shall be governed by and construed in accordance with the laws of the PRC.



 


[THIS
SPACE IS INTENTIONALLY LEFT BLANK]


 






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IN
WITNESS WHEREOF, the both Parties have its authorized representative executed this Agreement on the date first above written.


 


Party
A: Tiandahai (Xiamen) Information Technology Co., Ltd


 


Legal
Representative: /s/ Tiandahai (Xiamen) Information Technology Co., Ltd


 


Party
B: Xiamen Hengda Haitian Computer Network Co., Ltd.


 


Legal
Representative: /s/ Xiamen Hengda Haitian Computer Network Co., Ltd.


 


 


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