**ARTICLE 1** **COOPERATION**  **3**        **ARTICLE 2** **TECHNICAL AND CONSULTING SERVICES OF PARTY B**  **4**        **ARTICLE 3** **SERVICE FEES**  **4**        **ARTICLE 4** **COPYRIGHT OWNERSHIP**  **4**        **ARTICLE 5** **TERM AND TERMINATION**  **5**        **ARTICLE 6** **LIABILITY FOR BREACH OF CONTRACT**  **5**        **ARTICLE 7** **WAIVER**  **5**        **ARTICLE 8** **NOTICE**  **6**        **ARTICLE 9** **GOVERNING LAW AND DISPUTES RESOLUTION**  **6**        **ARTICLE 10** **MISCELLANEOUS**  **7** 
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**Technical and Consulting Service Agreement**This Technical and Consulting Services Agreement (“**Agreement**”) is made and entered into September11, 2007 by and between the following parties:**Beijing Run An Information Consultancy Company Limited**, a limited liability company duly organizedand validly existing under the laws of the People’s Republic of China, with its registered addressat Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong ChengDistrict, Beijing, China (“**Party A**”).**Qian Cheng Wu You Network Information Technology (Beijing) Company Limited**, a wholly foreign ownedenterprise duly organized and validly existing under the laws of the People’s Republic of China,with its registered address at Room 705, Building B, Global Trade Center, No. 36 North Third CircleRoad (E), Dong Cheng District, Beijing, China (“**Party B**”).(hereinafter referred to as to a “**Party**” individually, and the “**Parties**” collectively)**WHEREAS**:1. Party A is a company engaged in the provision of human resources services, which is qualifiedand licensed in Beijing human resource market to collect and publish information on demand andavailability of human resource, and provide human resource consulting services, includingInternet human resource services.2. Party B is a company engaged in the development and provision of services in connection withInternet technology with technical expertise and practical experiences related to Internet,having extended experiences and personnel with respect to information technology software forChinese website, technology of sorting in Chinese and platform design;3. Party A and Party B intend to explore the respective advantages of both Parties to cooperatewith each other to develop Internet human resource services and the relevant professionaltechnical services within the respective business scope of Parties.**NOW THEREFORE**, Party A and Party B hereby agree to enter into this Agreement under the followingterms and conditions and to perform this Agreement according to such terms and conditions:**Article 1 Cooperation**1.1 Party A shall provide human resource services to the customers relying on its human resourcequalification. Party A hereby agrees to engage Party B and Party B agrees to be engaged byParty A as the exclusive technology provider for Party A in light of Party B’s technicalexpertise and experiences related to the Internet.1.2 Party A agrees that, during the term of this Agreement, Party A shall not engage any thirdparty as Party A’s technology provider without the consent of Party B, excluding Party B’saffiliates.1.3 Party A agrees that Party B shall have the right to provide the same or similar technicalservices under this Agreement to other world wide web operators and it shall also have theright to delegate
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**** other company or individual to perform Party B’s obligations toprovide technical services under this Agreement.**Article 2 Technical and Consulting Services of Party B**2.1 Party B shall be responsible for the development, design, and production of database softwareto be used to store human resource information, software for the end-user platform, and otherrelevant technologies, and license the right to use the same to Party B.2.2 Party B shall provide Party A with the technical consulting services and technical servicesfor the development of Internet technology of Party A, including without limitation, systemdesign, and installation and calibration of the system, as well as system trial operation.2.3 Party B shall provide the consulting services to Party A for procurement of relevantequipments, software and hardware system required for the operation of Internet services byParty A, including but not limited to provision of consulting advice on the selection ofvarious software tools, software application, and technical platform, installation andcalibration of system and the selection and purchase, model and performance of variousassociated hardware facilities.2.4 Party B shall provide appropriate training and technical support and assistance to the staffof Party A, including but not limited to providing the appropriate training to Party A and itsstaff (including trainings related to, among other things, customer services, technology);introducing to Party A and its staff knowledge and experience in the installation andoperation of the systems and equipment and assisting Party A in solving any problems which mayarise at any time in the course of installation and operation of the equipment; and providingParty A with consultations and advice on on-line editing of platforms and application ofsoftware and assisting Party A in editing and collecting various information.2.5 Other technical and consulting services necessary for Party A’s businesses and operations.**Article 3 Service Fees**Party B shall issue the bill to Party A based on workload for the technical services to Party A inaccordance with the price agreed by both Parties. Party A shall pay relevant service fees to PartyB in accordance with the date and amounts as set out on the bill.**Article 4 Copyright Ownership**The ownership of the intellectual property rights of Party A and Party B from or in connection withthe cooperation shall be determined as follows: Party B owns the copyright for the databasesoftware and other relevant software designed by Party B, and the intellectual property rights ofand any other rights derived from the results of development and research through the research anddevelopment under this Agreement and other agreements entered into by both Parties shall be ownedby Party B, including without limitation right to apply for patent, copyright for the software,technical documents and technical information as the carrier, or other intellectual propertyrights, and the right to license the foresaid intellectual property rights to other parties or totransfer the foresaid intellectual property rights.
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**Article 5 Term and Termination**5.1 This Agreement shall become effective from the date of execution hereof by the respectiveauthorized representatives of Parties with the company seals of the Parties affixed hereto,and shall remain effective for ten (10) years.5.2 During the term of this Agreement, in the event of a breach of this Agreement by Party A,Party B may send a written notice of such breach to Party A. Notwithstanding any contraryprovision of applicable laws, this Agreement may be, and may only be, terminated by Party B bywritten notice if Party A fails to cure such breach within fourteen (14) days of its receiptof Party B’s notice of such breach.5.3 This Agreement may be extended to any term agreed by the Parties in writing.**Article 6 Liability for Breach of Contract**6.1 In the event of default by any Party hereto on its obligations provided in this Agreement,the defaulting party shall, upon the receipt of a written notice from the non-defaulting partyrequesting the correction, immediately refrain from the default, and shall compensate thenon-defaulting Party for all losses and damages thus caused to the non-defaulting party withinfourteen (14) days of the notice.6.2 In the event that the Parties hereto are both at fault, then they shall bear the respectiveliabilities for the breach in accordance with the actual faults committed by parties.**Article 7 Waiver**7.1 Except for the obligation of compensation provided herein, no Party shall be liable for anycontingent, consequential, special or punitive damages or other damages of the other Partyarising from or in connection with this Agreement, whether or not alleged to be the result ofcontracts or infringement (including negligence or strict liability), or other circumstances,and whether or not the other Party has been informed of the possibilities of such damages tosuch other Party.7.2 The rights and obligations under this Agreement shall apply to the respective successors,permitted assigns, executor, and manager of both Parties to the extent possible. Any Partymay transfer the services which it shall provide under this Agreement to any of its affiliatesor successors, regardless whether such succession is resulted from merger, acquisition, assetpurchase or otherwise.
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7.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect orprejudice the validity, effectiveness and enforceability of other provisions hereof.However, the Parties hereto shall cease the performance of such invalid, null andunenforceable provision and shall amend such provision only to the extent that it will bevalid, effective and enforceable with respect to such specific facts and situations in amanner that most closely reflect the original intention of such provision.7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreementgranted by one Party in connection with the other Party’s default or delay shall not be deemedas a waiver by such Party of its rights and shall not prejudice, affect or restrict any of therights which such Party shall be entitled to under this Agreement and relevant PRC laws andregulations.**Article 8 Notice**Any notice hereunder shall be delivered by personal delivery or via facsimile or by registeredairmail to the following addresses and numbers or to any other addresses and numbers which havebeen notified in writing by one Party to the other Party. Notices sent by registered airmail shallbe deemed to be effectively served on the fifth day after the date of dispatch. Notices deliveredby personal delivery or via facsimile shall be deemed to be effectively served on the next dayafter the delivery or transmission. If transmitted via facsimile, the original copy of the noticesshall be sent by registered airmail or by personal delivery to the other Party immediately afterthe transmission.**Party A**:   Beijing Run An Information Consultancy Company Limited Address:   Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong Cheng District, Beijing, China **Party B:**  Qian Cheng Wu You Network Information Technology (Beijing) Company Limited Address:   Room 705, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong Cheng District, Beijing, China**Article 9 Disputes Resolution and Governing Law**9.1 The execution, effectiveness, performance and interpretation of this Agreement shall begoverned by the laws of the People’s Republic of China.9.2 Any disputes arising from or in connection with the execution, performance, interpretationand dispute settlement of this Agreement shall be settled by both Parties through friendlyconsultations. If the Parties fail to settle the disputes through friendly consultations,either Party may submit the dispute to China International Economy and Trade ArbitrationCommission (hereinafter referred to as “CIETAC”) for arbitration in Beijing in accordance withthe then applicable arbitration rules of CIETAC.9.3 During the arbitration, the Parties shall continue to perform their obligations under thisAgreement not subject to the arbitration. 9.4 The arbitral award shall be final and binding upon the Parties.
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**Article 10 Miscellaneous**10.1 This Agreement may not be revised, modified, supplemented or dissolved unless by writtenagreements between the Parties signed by the authorized representatives.10.2 Appendixes attached to this Agreement shall be an integral part of this Agreement. TheParties may, from time to time, revise, add to and adjust the Appendixes hereto during theterm of this Agreement.10.3 This Agreement is written in Chinese in two counterparts, with each Party holding onecounterpart.**Party A: Beijing Run An Information Consultancy Company Limited**[Company Seal of Beijing Run An Information Consultancy Company Limited]**Signed by: ________________****Authorized Representative:****Title:****Party B: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited**[Company Seal of Qian Cheng Wu You Network Information Technology (Beijing) Company Limited]**Signed by: ________________****Authorized Representative:****Title:**
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