Exclusive Consulting and Services Agreement
 this agreement parties
 th
 Whereas
 1.
    
    Party A is a wholly foreign-owned enterprise, with consultancy and service resources,
established and duly organized under the laws of and registered within the territory of
Peoples Republic of China;
 2.
    
    Party B is a limited liability company found and registered in PRC;
 3.
    
    Party A hereby agrees to provide consultancy and related services to Party B, and Party B
hereby agrees to accept consultancy and related services provided by Party A.
 Accordingly, through friendly consultation, based on the principle of equality and mutual
benefit, the parties reached the following agreement to comply with
 1.
    
    Consultancy and Services: monopolized and exclusive rights
 1.1
    
    During the period of this agreement, Party A agrees to be the exclusive provider of
Consultancy and services to provide advice and services to Party B under the terms of this
agreement (details see Annex 1).
 1.2
    
    Party B agrees to accept advice and services provided by Party A during the validity
of this agreement. Considering the value of advice and services rendered by Party A as
well as the good cooperation between the parties, Party B further agrees to that except
the prior written consent of Party A,
Party B shall not accept business consulting and services in respect to this agreement
provided by any third party.




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1.3
    
    For all rights, ownership, rights of interests and intellectual property rights
arising by the implementation of this agreement (including but not limited to copyrights,
patents, technical secrets, commercial secrets and others), no matter it is developed by
the Party A solely, or developed by Party B based on intellectual property of Party A, or
it is developed by Party A based on intellectual property of Party B, Party A enjoys
monopolized and exclusive rights and interests, and Party B shall not claim any rights,
ownership, rights of interests and intellectual property rights to Party A. If the
development of Party A is based on intellectual property of Party B, Party B shall ensure
that the intellectual property rights do not have any flaws; otherwise, Party B shall be
liable if any losses caused to Party A. If Party A undertakes liability of compensations
to any third party hereof, after making compensations, party A is entitled to claim Party
B for all of their losses incurred.
 1.4
    
    Considering the bilateral good cooperation, Party B promises that if it intends to
carry out any business cooperation outside the scope of Annex 1, they must obtain the
consent of party A. Under the same conditions, Party A and its affiliate company enjoy the
priority right for cooperation. Without the consent of Party A, Party B cannot carry out
the aforesaid cooperation business.
 2.
    
    The calculation and payment of consultancy and service fees (hereafter referred to as
service fees):
 2.1
    
    The parties agree that the service fees under this agreement shall be confirmed and
paid subject to Annex 2.
 2.2
    
    If Party B fails to pay service fees and other expenses in accordance with the
provisions of this agreement, the amount in arrears, Party B shall pay additional 0.05%
penalty each day to Party A.
 2.3
    
    Party A has the right, at its own expenses, to assign their employees or Certified
Public Accountants of China or of other countries (hereafter referred to Authorized
Representative of Party A) to audit Party Bs accounts so as to verify the calculation
method and amount of service fees. Therefore, Party B shall provide Authorized
Representative of Party A with files, accounts, records, information, etc. as requested by
them, so that they can audit the accounts of Party B and determine the amount of service
fees. Unless there are significant errors, the amount of service fees shall be determined
by Authorized Representative of Party A.
 2.4
    
    Unless otherwise agreed, the service fees that party B shall pay to Party A under
this agreement shall not be deducted or set-off in any forms (such as bank charges, etc.).
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2.5
    
    In addition, except the service fees, Party B shall also pay Party A other actual
expenses incurred for consultancy and services under this agreement, including but not
limited to the travel, transportation, printing costs and postage, etc.
 3.
    
    Statement and guarantee
 3.1
    
    The Party A hereby states and guarantees as follows:
 3.1.1
    
    Party A is a legally registered and validly existing company under the
laws of Peoples Republic of China.
 3.1.2
    
    Party A implement this agreement within the scope of authorization and
business scope; Party A has been necessarily authorized, obtains the consents of
third party and approval of government departments, and does not violate any binding
or affecting laws or contract restrictions.
 3.1.3
    
    As soon as this agreement is executed, it shall be effective, valid,
binding, and has executing force to Party A.
 3.2
    
    Party B hereby states and guarantees as follows:
 3.2.1
    
    Party B is a legally registered and validly existing company under the
laws of Peoples Republic of China.
 3.2.2
    
    Party B implement this agreement within the scope of authorization and
business scope ; Party B has been necessarily authorized, obtains the consents of
third party and approval of government departments, and does not violate any binding
or affecting laws or contract restrictions.
 3.2.3
    
    As soon as this agreement is executed, it shall be effective, valid,
binding, and has executing force to Party B.
 4.
    
    Confidential items
 4.1
    
    Party A and Party B agree to take various reasonable measures to keep secret of the
confidential data and information acknowledged (hereinafter referred to as Confidential
Information). Provider of data and information shall clearly inform in writing that is
confidential information). Without the prior written consent of confidential information
provider, the other party shall not disclose or give or transfer such confidential
information to any third party (including confidential information receiver merged, taken
over, directly or indirectly controlled by third party). Once this agreement is
terminated, Party A and Party B shall return any documents, data or software that contain
confidential information, to original owner or provider of the confidential information.
Or destroy voluntarily by consent of original owner or provider, including removing
confidential information from any memory device and
shall not continue to use such confidential information. Party A and Party B shall take
necessary measures only to disclose confidential information to the employees, agents or
professional advisers of Party B who are necessary to learn about, and to urge the said
employees, agents or professional advisers to comply with the confidential obligations
under this agreement. Party A and Party B, employees, agents or professional advisers of
Party B shall sign a specific confidential agreement respectively to comply with.
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4.2
    
    The above restrictions do not apply to:
 4.2.1
    
    The disclosure has become generally available public information;
 4.2.2
    
    The disclosure become generally available public information is not due
to the fault of Party A or Party B;
 4.2.3
    
    The Party A or Party B can prove that it has already been mastered and
developed alone by Party A or Party B before disclosure.
 4.2.4
    
    In accordance with legal requirements, Party A or Party B has the
obligation to disclose the confidential information to the relevant government
departments and stock agency. Or for normal operating requirements, Party A or Party
B disclose the confidential information to their direct legal counsel and financial
advisers.
 4.3
    
    The parties agree that, no matter this agreement whether to be changed, relieved or
terminated, this term will remain in effect.
 5.
    
    Compensation
 5.1
    
    If either party of this agreement violates this agreement or any statements and
guarantees made in this agreement, the non-defaulting party may require the defaulting
party, in written notice, within ten days of its receipt of the notice to correct
violations and take effective and timely measures to avoid damage, and to continue to
perform this agreement. If any damages occurred, the defaulting party shall compensate the
non-defaulting party to make sure that observant party may obtain all the rights and
interests as the contract is fully performed.
 5.2
    
    If, one partys violation of the agreement resulted in the other partys liability
for any expenses, responsibilities, or suffering any losses (including but not limited to
lost profits), the defaulting party shall compensate the non-defaulting party the
above-mentioned expenses, responsibilities or losses (including but not limited to,
interest payments or loss, and attorneys fees because of breach of contract). The total
amount of compensation that the defaulting party pays the non-defaulting party shall be
the same as the loss due to breach of contract. The aforesaid compensation includes the
profits the non-defaulting party shall obtain if the contract is fully performed, but the
compensation shall not exceed the reasonable expectations of both parties.
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5.3
    
    If anybody claims for party Bs not following party As instructions, or the improper
use of party As intellectual property rights or improper operation technique, Party B
shall undertake all the responsibilities. If any unauthorized use of party As
intellectual property is found, Party B shall promptly notify Party A and cooperate with
any action taken by Party A.
 5.4
    
    If the parties both violate this agreement, the compensation shall be determined to
the extent of respective breach of this agreement of each party.
 6.
    
    Effectiveness, performance and validity
 6.1
    
    This agreement is executed as of the date first set forth written and come into
effect at the same time.
 6.2
    
    Unless party A terminates this agreement in advance, the term of this agreement is 20
years, commencing from the effective date of this agreement. If Party A requests to extend
the term of this agreement before the expiration of this agreement, this agreement shall
be extended accordingly per party As request. A separate exclusive consultancy and
service agreement will be signed or continue to perform this agreement according to Party
As request.
 7.
    
    Termination
 7.1
    
    If party B terminates this agreement for no reason within the valid term of this
agreement, it shall compensate all the losses caused to Party A, and pay Party A the
service fees for the services rendered immediately.
 7.2
    
    The parties may terminate this agreement by consensus.
 7.3
    
    Upon termination of this agreement, the rights and obligations of both parties under
Article 4 and 5 of this agreement shall continue to be valid.
 8.
    
    Dispute Settlement
 8.1
    
    In case any dispute occurs regarding interpretation and implementation under the
terms of this agreement, the parties hereto shall negotiate in good faith to resolve the
disputes. If negotiation fails, either party may submit the dispute to China International
Economic and Trade Arbitration Commission to arbitrate in accordance with its effective
arbitration rules then. The place of arbitration is Beijing, and the arbitration language
is Chinese. The arbitration award shall be final and binding on both parties. The
expiration or termination of this agreement shall not affect this article.
 8.2
    
    In addition to controversial issues, the parties shall continue to fulfill their
respective obligations under this agreement based on the principle of good faith.
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9.
    
    Force majeure
 9.1
    
    Force Majeure Event means any event that beyond the scope of reasonable control,
and will be inevitable even with reasonable care of the affected party. Including but not
limited to, governmental action, forces of nature, fire, explosion, storms, floods,
earthquakes, tidal waves, lightning or war. However, credit, lack of funds or financing
shall not be regarded as beyond the reasonable control of one party. One party who seeks
exemption of obligation because of Force Majeure Event under this agreement must notify
the other party as soon as possible, and inform the other party necessary steps required
to perform at the same time.
 9.2
    
    When the performance of this agreement is delayed or hindered due to the
aforementioned force majeure event, the affected party needs not to undertake any
responsibilities under this agreement within the scope of force majeure event. The
affected party by force majeure event shall take appropriate measures to reduce and
eliminate the force majeure effects, and shall try to restore performance of obligations
delayed or hindered because of force majeure . Once the force majeure event is
eliminated, the agreement parties agree to try their best to restore performance of this
agreement.
 10.
    
    Notifications
 10.1
    
    Any notice to be given in connection with performing the rights and obligations under this
agreement shall be in written, and directed to the respective party or parties by
depositing such notice in the personal delivery, registered post, prepaid mail, agreed
express service, or fax to the registered address of each party or relevant party.
 10.2
    
    Notifications and correspondences shall be deemed to arriving as follows:If in the way of facsimile, the date indicated in the facsimile is the arriving date.
However, if this facsimile is arrived later than 5 p.m. or non-working day of the arrived
place, the next working day after the date indicated in the facsimile shall be the arriving
date; If in the way of personal delivery (including express delivery), the signing date of
receiving is the arriving date; If in the way of registered mail, the fifteenth day after
the date on the return receipt of the registered mail is the arriving date.
 11.
    
    Agreement assignmentUnless obtained the prior written consent of the other party, both parties shall not transfer
their rights and obligations under this Agreement to any third party.
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12.
    
    SeverabilityEach party hereby confirms that this agreement is a fair and reasonable agreement executed on
the basis of equality and mutual benefit. If any provisions under this agreement become invalid
or unenforceable for being inconsistent with the law,
the aforesaid provision is invalid or unenforceable only within the governing of the law, the
other provisions of this agreement shall remain effective.
 13.
    
    Amendment and supplement to the agreementAny amendments and supplements to this agreement shall be made in writing. The amendment
agreement and supplemental agreement related to this agreement form a part hereof and shall
have the same legal effect.14.
    
    Governing LawThe execution, validity, performance, interpretation and dispute Settlement of this agreement
shall be governed by the laws of the Peoples Republic of China.
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I.
    
    The amount of service fees shall be agreed by the parties in accordance with the actual
services rendered, and shall be calculated and paid on a quarterly basis.
 II.
    
    The amount of service fees shall be agreed by the parties based on the following factors:
 1.
    
    Technical difficulty and complexity of consultancy and services;
 2.
    
    Time spent by employees of Party A;
 3.
    
    Commercial value and specific content;
 4.
    
    Market reference price for similar consultancy and services
 III.
    
    Party A quarterly summarizes the service fees. Party A will send Party B the service fees
bill of last quarter within 30 days from the beginning of a quarter and notify Party B
accordingly. Party B shall pay the said service fees to Party As designated bank account
within ten working days after receipt of the notification. Party B shall send a copy of the
remittance certificate by fax or by mail to Party A within ten working days after remitting.
 IV.
    
    If Party A believes that the method of price determination according to this term is not
applicable and need to be adjusted for some reason, Party B shall negotiate with Party A
actively and honestly within ten working days after receipt of Party As written request, to
determine the new service fees standard. If party B fails to reply within ten working days
after receipt of the said adjustment notification, Party B shall be deemed to accept this
adjustment. Upon requested by Party B, Party A shall be in consultation with Party B for the
adjustment of service fees.
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