Exhibit 10.27


 


 


Software Sales Contract


 


This
contract is signed on               by
both parties at             .


 


Party
A:


Address:


Tel:


Fax:


Postal
code:


Contact
Person:


E-MAIL:


 


Party
B: Beijing e-Channels Century Technology Co., Ltd.


Address:


Tel:


Fax:


Postal
code:


Contact
Person:


E-MAIL:


 


After
fully negotiation, for the purchase of software, Party A and Party B agreed to
enter into this contract and perform the terms as follow:


 


Article 1 Subject Matter of Contract


 


1.1
Party B shall delivery the Software       (hereinafter
referred to as the “Software”) to Party A and render the service of
installation and maintenance in accordance to the contract.


 


1.2
Party B licenses Party A to use the Software aforesaid in accordance to the
contract.


 


Article 2 Name, Quantity and Delivery of Software


 


2.1
The name, specification and content of the software shall be in accordance to Annexure 1  Product Description.


 


2.2
Quantity of software         Sets.


 


2.3
Delivery: the medium of software shall be CDs with    sets,
which are originals with standard package and good appearance.


 


2.4
Date and Place of Delivery: the Software shall be delivered to the place
appointed by Party A before      .


 


2.5
Both parties shall check the software delivered and sign Memo of Checking and Acceptance for Unpacking
(please see Annexure 5).


 


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Article 3 Price of Contract


 


3.1
Unit price of software (RMB):          ;


Total
price of software (RMB):                ;


Installation
fee (RMB):              ;


Total
price of the Contract (RMB):                 .


 


3.2
The maintenance and upgrade fee after the period of guarantee shall be
calculated and paid annually, on which the yearly rate will be     %
of total price of software (that is RMB   ).


 


Article 4 Use License of Software


 


4.1
Party B hereby grants Party A right to use the software permanently and
inclusively in the scope of              .


 


4.2
The type of use is including reading, transmission, operation, duplication and
exhibition for filing and study purpose, and any necessary modification to make
the software more operable.


 


4.3
The software can be used by the headquarters, branches and sole subsidiaries of
Party A.


 


Article 5 Installation and Checking and Acceptance of
Software


 


5.1
Both parties shall appoint one person as principal for installation and
checking and acceptance and provide notice to the other party in written of
such appointment. The opinions of the principals shall be the final decision of
the parties. Any party shall notice to the other party in written for the
alternation of the principal.


 


5.2
The date of installation shall be within 30 days after delivery, and the
installation personnel of Party B shall arrive at the spot within the time
instructed and informed by Party A. Party A shall supply the resources and
equipments on the spot, in fulfillment of the requirement of contract. The
detailed schedule, surrounding, and standards and date of checking and
acceptance shall be in accordance with Annexure 2 Schedule of Installation and Implementation.


 


5.3
After installation, Party A shall organize to conduct the checking and
acceptance. Both parties shall sign Memo of
Checking and Acceptance for Installation (please see Annexure 3), if
the software qualifies the checking and acceptance. If the software can operate
properly and stably for 30 days after the execution of Memo of Checking and Acceptance for Installation,
both parties shall sign Memo of Completion
of Installation and Implementation Service (please see Annexure 4).
It shall be deemed as qualified if Party A does not sign Memo of Checking and Acceptance for Installation
without reasonable cause within 3 working days after installation.


 


Article 6 Method of Payment


 


6.1
Within 10 days of the delivery and the execution of Memo of Checking and Acceptance and Unpacking, Party B can
submit the Payment


 


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Application (please see Annexure 6). Within 5
working days after receiving Payment
Application, and the
Formal Commercial Invoice of Party B, Party
A shall pay 50% of total price of software (RMB        ).


 


6.2
Within 10 days after the installation and subscription of Memo of Checking and Acceptance for Installation,
Party B can submit Payment Application.
Within 5 working days after receiving Payment
Application, and the
Formal Commercial Invoice of Party B, Party
A shall pay remaining of total price of software and 50% of installation fee
(RMB       ).


 


6.3
Within 10 days after the stable operation for consecutive 30 days and the
execution of Memo of Completion of
Installation and Implementation Service, Party B can submit Payment Application. Within 5 working days
after receiving Payment Application, and the Formal Commercial Invoice of Party B, Party A shall pay 50% of installation
fee (RMB        ).


 


6.4
If it can not be installed within 30 days of delivery due to the causes of
Party A, Party A shall pay the remaining of total price of software within 5
working days from the thirtieth day of receipt


 


Article 7 Free Period of Maintenance and Upgrade Service


 


7.1 Party B shall render service of maintenance and
upgrade without any charges for one year from the date of the execution of Memo of Service Fulfilment. The services
shall include the upgradation of software, submitting pitch, alternation of
medium, hot line supporting, maintenance on the spot, regular checks and
electronic service, etc. (Please see Annexure 7 Service Content of Maintenance and Upgrade for details)


 


7.2
After the expiration of the free period of maintenance and upgrade service, in
case Party A needs the maintenance and upgrade service from Party B, it shall
pay relevant service fee in accordance to Article 3.2 of the contract.


 


Article 8 Guarantee on Property Right and Quality


 


8.1
Party B guarantees that it is the legal proprietary of the aforesaid software
and has right to license Party A for use and charge the relevant fee on it.


 


8.2
Party B hereby declares that the software does not infringe the rights and
interests of any third party and could be used legally and the use of the
software by Party A will be free from any claims of a third party. If there is
any dispute, compensation, and lawsuit arising from it, Party B shall assist
and bears the relevant expenses (including legal fee) and compensate all losses
of Party A which are suffered and resulted from loss, compromise in action or
other circumstances.


 


8.3
Party B guarantees that the software delivered substantially complies with the
descriptions on Annexure 1 and introduction of the software in its whole
contents and functions.


 


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8.4
Party B guarantees that the software delivered does not contain or bring
viruses such as Trojan procedure which will harm and disturb the operation of
system and software, the security of system and data, and can not disclose the
confidential information of Party A. If there is any loss due to the virus
contained in the software, Party B shall bear the relevant responsibilities.
Party B guarantee that the software does not contained any the design or
content against the laws and regulations of P.R.C.


 


8.5
Party B guarantees and declares that it does not know any leak or any other
defect in the software before the delivery of software and it will provide
notice to Party A in appropiate time after awareness of such situation.


 


Article 9 Liabilities of Breach of Contract and Termination
of Contract


 


9.1
If the delivery is delayed, Party B shall pay breach of contract compensation
by day in accordance to the overdue lending rate of same period of relevant
bank. Party A has right to terminate the contract and ask for compensation if
the delay lasts for more than 60 days. It will be deemed as no delivery any
defect or shortage on content of the software at the time of delivery is
corrected.


 


9.2
Party A has right to terminate the contract and ask for compensation for its
losses if Party B breaches the Article 8.1, Article 8.4 and Article 8.5


 


9.3
If Party B breaches Article 8.2 and Article 8.3 or can not complete the
installation and signing of Memo of Checking
and Acceptance for Installation or
Memo of Completion of Installation and Implementation Service in the
time allotted to Party B, it shall correct it in a reasonable period provided
by Party A. Party A has right to terminate the contract, and/or claim
compensation for breach of contract by day in accordance to the overdue lending
rate for same period of a relevant bank.


 


9.4
Party A shall pay breach of contract compensation by day in accordance to the
overdue lending rate of the same period of the relevant bank for delay in
payment.


 


9.5
Once Party A pays the total price of software, Party B can not terminate the
usage license to Party A under the scope of the contract.


 


9.6
Any term that by nature, should be continuously valid after the termination of
the contract, shall be valid until complete fulfillment.


 


9.7
All remedies under the contract are independent and could be accumulated, and
the exercise of one remedy shall not affect others unless otherwise regulated
on law.


 


Article 10 Confidentiality


 


10.1
Unless already public, data accessed by Party B in the process of rendering
service will be the business secret of Party A, which, includes but is not
limited to client information, statistical data, materials regarding operation
of computer system. And Party B should not disclose the above


 


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unless
the required by laws or with prior written consent of Party A.


 


Article 11 Force Majeure


 


11.1
If any party can not perform this contract on schedule due to force majeure
such as war, serious fire, typhoon, earthquake, domestic struts, the change of
laws and government’s prohibition etc, the term of performance of the contract
can be postponed correspondently, and both parties will not bear any liability
for the losses.


 


11.2
The party, who could not perform the contract due to force majeure, shall
provide a notice to the other party of the happening thereof as soon as
possible by E-mail, and provide the proof certificate produced by related
authorities within 14 days by express.


 


11.3
If the force majeure lasts more than 150 days, both parties shall negotiate
decide the plan to further implement the contract through friendly negotiation.
Where the parties fail to reach the agreement, any party could declare to
terminate the contract.


 


Article 12 Governing Law and Settlement of Disputes


 


12.1
This contract shall be governed by the laws of P.R.C.


 


12.2 Both parties shall solve the disputes
arising from this contract through friendly negotiations based on the principles of mutual trust and long-term cooperation.
If both parties can not solve the dispute, both parties agree to submit the
case to Beijing Arbitration Committee for arbitration in accordance with its
legal arbitration rules. The language of arbitration shall be Chinese. The
arbitration is the final and binding to both parties. The arbitration expense
will be provided for by the losing party except when otherwise specified by the verdict of arbitration.


 


12.3
Each party should fulfill the articles without further disputes on the terms of
arbitration.


 


Article 13 Amendment of the Contract


 


13.1Any
amendment will come into effect only when confirmed by both parties in written.


 


Article 14 Effectiveness of Contract


 


14.1
The contract will come into effect after being signed and stamped by authorized
representatives of both parties. There are four originals of the contract, and each party has two with the same
force.


 


14.2
The annexure is part of this contract and has the same force therefore. If
there is any conflict between the contract and annexure, the contract will
prevail.


 


14.3
Any one of the parties can not transfer any right or obligation to a third
party under the contract without the consent of the other party.


 


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  Party A:

  	
   

  	
  Party B:

  
	
   

  	
   

  	
   

  
	
  Stamp:

  	
   

  	
  Stamp:

  
	
   

  	
   

  	
   

  
	
  Signature of authorized representative:       

  	
   

  	
  Signature of authorized representative:

  



 


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Annexure:


 


Annexure
1: Product Description


 


Annexure
2: Schedule of Installation and
Implementation


 


Annexure
3: Memo of Checking and Acceptance for
Installation


 


Annexure
4: Memo of Completion of Installation and
Implementation Service


 


Annexure
5: Memo of Checking and Acceptanceand Unpacking


 


Annexure
6: Payment Application


 


Annexure
7: Service Content of Maintenance and
Upgrade


 


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Annexure
1: Product Description


 


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Annexure
2: Schedule of Installation and Execution


 


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Annexure
3: Memo of Checking and Acceptance for
Installation


 


Memo of Checking and Acceptance for Installation


 


 


	
  Item         

  	
   

  	
   

  	
  Stage

  
	
   

  	
   

  	
   

  	
   

  
	
  Memo of Checking and Acceptance for Installation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Item Name:        

  	
   

  	
   

  	
  Unit: XXX Bank

  
	
   

  	
   

  	
   

  	
   

  
	
  Checking and Acceptance Opinion of xxx of XXX Bank:

  



  	
   

  	
   

  	
  

  

  Representative xxx of XXXX Bank

  

  Date:

  
	
   

  	
   

  	
   

  	
   

  
	
  xxx Opinion of Party B:

  



  	
   

  	
   

  	
  

  

  Representative of
                     
  Company

  



  Date:

  
	
   

  	
   

  	
   

  	
   

  
	
  Checking and Acceptance Opinion of xxx of XXX Bank:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Representative xxx of XXXX Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  



 


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Annexure
4: Memo of Completion of Installation and
Implementation Service


 


Memo of Completion of
Installation and Implementation Service


 


	
  Item:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Memo of Completion of
  Installation and Implementation Service

  
	
   

  	
   

  	
   

  	
   

  
	
  Item Name:        

  	
   

  	
   

  	
  Unit: XXX Bank

  
	
   

  	
   

  	
   

  	
   

  
	
  Checking and Acceptance Opinion of xxx of XXX Bank:

  



  	
   

  	
   

  	
  

  

  Representative xxx of XXXX Bank



  Date:

  
	
   

  	
   

  	
   

  	
   

  
	
  Opinions of Supplier:

  



  	
   

  	
   

  	
  

  

  Representative of
                     
  Company

  

  
Date:

  
	
   

  	
   

  	
   

  	
   

  
	
  Opinion of xxx of XXX Bank:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Representative xxx of XXXX Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  



 


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Annexure
5: Memo of Checking and Acceptance and
Unpacking


 


Memo of Checking and
Acceptance and Unpacking


 


XXX
Bank Item


 


Acceptance
Sheet of Software


 


No.:        


 


We
have received the software with        sets
delivered by       Company on
       , with full package and good
appearance and without any damages. The software delivered is in accordance
with list (please see annexure).


 


	
   

  	
  xxx

  	
  XXX Bank (Stamp)

  
	
   

  	
   

  	
   

  
	
   

  	
  Principal:

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Date:

  
				



 


	
  It has four counterparts.

  	
   

  
	
   

  	
   

  
	
  xxx    XXX Bank has two.

  	
   

  
	
   

  	
   

  
	
  Company has two.

  	
   

  



 


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Annexure of Acceptance Sheet of Software
        of
       Bank


 


 


	
  Item Name:

  	
   

  	
   

  	
   

  	
  Unit: XXX Bank

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
  Product
  Name

  	
   

  	
  Medium
  of

  Software

  	
   

  	
  Quantity

  	
   

  	
  Serial

  NO.:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A (stamp):

  
Principal:



   

   

  Date

  	
   

  	
   

  	
   

  	
  Party B (stamp):

  

                          Company

  
Principal:

   

  Date

  	
   

  	
   

  	
   

  	
   

  



 


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Annexure
6: Payment Application


 


Payment Application


 


Payment Application under Contract xx


 


No.:


 


Dear
xxx of XXXX Bank:


 


The
software has already delivered /installed/stably operating for 30 days on
        in accordance with the Schedule of Installation and Implementation
under Contract xx. With your grateful cooperation, both parties have already
unpacked /checked the software under the contract and signed Memo of Checking and Acceptance for Installation /
Memo of Checking and Acceptance and Unpacking/  Memo of Completion of Installation and Implementation
Service (please see Annexure 1). In accordance with Article 6 of the
contract (Contract No.:    ), we submit
to you the formal commercial invoice (please see Annexure 2), and please pay
RMB     Yuan to our account:


 


	
  Opening Bank:

  
	
   

  
	
  Account Name:

  
	
   

  
	
  Account No.:

  
	
   

  
	
   

  	
  Company (Stamp)

  
	
   

  	
   

  
	
   

  	
  Date:

  



 


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Annexure
7: Service Content of Maintenance and
Upgrade


 


15