Exhibit
10.3


 


EXCLUSIVE TECHNICAL CONSULTING AND
SERVICE AGREEMENT


 


THIS EXCLUSIVE TECHINCAL
CONSULTING AND SERVICE AGREEMENT  (the “Agreement”)
is entered into as
of August 4, 2010, by and between the following parties:


 


Party A: BEIJING SYSWIN ZHI
DI TECHNOLOGY LIMITED


Registered Address: Room 5-B51,
Building 1, 6 South Shi Long Road, Mentougou District, Beijing


 


Party B: BEIJING SYSWIN
XING YE REAL ESTATE BROKERAGE COMPANY LIMITED


Registered Address: Room D-103,
7 Long Yuan Road, Shi Long Industrial Zone, Mentougou District, Beijing


 


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 technology consulting 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 Support 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
support services and other significant resources necessary to Party B’s
operation in accordance with this Agreement, including but not limited to:


 


(1)          Technology
Consulting Services, including but not limited to:


(1)Party A should provide to Party B exclusive rights to use intellectual
properties duly owned by Party A and are necessary for Party B’s business
operation (including, without limitation, patent, technical know-how.)


(2)Operation and maintenance of professional real estate brokerage system
CRM and WBS and other management systems, databases,


 


1

















 


business operational
analysis systems and other programs developed or owned by Party A.


(3)Party A should procure its senior technicians and researchers to provide
to Party B management training and technology consulting service on business
management process, project management and client management.


 


(2)          Marketing
consulting services, including but not limited to:


(1)Party A should provide
to Party B marketing resources including but not limited to, client lists,
distribution channels information, trademarks in relation to Syswin Xing Ye,
business names and other specific titles, logos with significant value in
product promotion. Party A should also provide consulting services on the
marketing strategy making and implementation.


(2)Party A should provide to Party B services on market research, business
strategy, technical training, database marketing of land operating, promotion
and investment inviting of municipal land operation, transaction appraisal of
land and project investment, marketing agency and sales agency.


(3)Information collection and filing of initial market of municipal land
operation, business strategy study, marketing consulting, training, on
marketing strategy planning, data base establishment, maintenance and
management, and customer referral for municipal land operation.


(4)Development and maintenance of distribution channels. Party A should
refer real estate developers and clients to party B and Party B should thereby accept
such referrals.


 


(3)          General
management services, including but not limited to:


(1)Human resource consultation;


(2)Legal matters consultation;


(3)Finance supporting and consultation;


(4)Information system management;


(5)Investment management and consultation.


 


1.2                       Party B acknowledges that such marketing and technology consulting
services are necessary and effective for Party B’s long-term development and
hereby agrees to accept such technology 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 rights, titles, interests and intellectual property
rights with respect to this Agreement (including
but not limited to, copyright, patent, technical know-how, business secret and
so forth), regardless of whether it is developed by Party A or Party B based on
Party A’s intellectual property right. Party B is entitled to use such
intellectual property rights in producing and transacting its own products and
should not use such rights on any third party’s products or


 


2

















 


permit or license to any
third party to use such rights. In the event of Party B’s breach of their
obligations, Party A is entitled to all income and profits with respect to such
misuse.


 


2.                            Payments
for the technology consulting services(“Consulting Fees”)


 


2.1                       Both parties agree that the
Consulting Fees shall be paid quarterly based on the consulting service
actually provided by Party A. Party A is entitled to unilaterally decide the amount
of such consulting fees. Both parties hereby agree to, at Party A’s discretion,
amend or enter into supplementary agreement in respect of the consulting fees.
The consulting fees could be up to 100% of Party B’s quarterly profit before
tax and consulting fees.


 


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.


 


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. Party B shall subject to a late fee
with a 12% annual interest (compound interest) from the date of default if
fails to timely pay the Consulting Fees and other payable fees hereunder.


 


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 a 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

















 


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 within its business scope, and
has taken all necessary actions to get authorizations, consents and approvals
from third party and/or competent government authorities, and will not contradict
any agreement or applicable laws.


 


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


 


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 PRC
law 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 within its business scope, and
has taken all necessary actions to obtain all consents and approval to execute
and perform this Agreement, and execution of this agreement will not contradict
any agreement or applicable laws.


 


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


 


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.


 


4

















 


5                         Indemnities


 


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


 


6                         Effectiveness and Termination 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 automatically 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 regard 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 (“CIETAC”
) for arbitration according to the currently effective CIETAC rules. The
arbitration shall be held in Beijing and in Chinese. The arbitration award shall
be final and binding on both Parties.


 


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


 


5

















 


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                 Without 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.


 


6

















 


14                  Governing Law and Languages


 


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


14.2           This Agreement is executed both in Chinese
and English. The Chinese version will prevail in the event of any inconsistency
between the English and any Chinese version.


 


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


 


Party A: BEIJING SYSWIN ZHI
DI TECHNOLOGY LIMITED


	
  Legal
  Representative (Signature):

  	
  /s/
  Hongbing Tao

  	
   

  



 


 


Party B: BEIJING SYSWIN
XING YE REAL ESTATE BROKERAGE COMPANY LIMITED


	
  Legal
  Representative (Signature):

  	
  /s/
  Hongbing Tao

  	
   

  



 


7