Exhibit 10.1


 


COSG Car APP
Promotion and Membership Management Collaboration  Agreement 


 


Party A: 佛山天元喜越汽车租赁有限公司
“Party A”


Contact Person: PENG, Huanting


Address: 佛山市三水區西南街道碧堤
8號雅怡居五座 104 商鋪 2


 


Party B: Foshan
Shen Fan Technology Limited 佛山申帆科技有限公司 “Party B”


Contact Person: YU, Guanwu


Address: 佛山市南海大沥镇桂江路兴美有色金属有限公司
1 号办公楼


 


Collectively referred to as the
“Parties” or individually as a “Party”.


 


Pursuant to the “Contract Law of
the People's Republic of China” and after friendly consultation between the two parties and in accordance with the principles
of equality, mutual benefit and good will, the parties to this agreement wish to collaborate in carrying out“COSG Car APP
Promotion and Membership Management” and establish a framework to govern their respective rights and obligations in relation
to the collaboration. This Agreement sets out the terms and conditions upon which the Parties have agreed to collaborate.


 


A. The Scope and Content of Collaboration


 


		1.	COSG Car APP (hereinafter referred to as “the APP”) is entirely owned by Party A. This
mobile app is specifically designed for the use by its own members. The right of interpretation of terms of the membership exclusive
right is belonged to Party A and Party A is obligated to provide the illustration and relevant information of the COSG Car APP.



		2.	Party B is entitled to promote the registration and sales of membership with the marketing materials.
It shall include but not limited to the use of any current resources, e.g. the member registration promotion on any internet platforms,
the sales of membership and its exclusive membership service.



		3.	Within the authorized scope by Party A, Party B shall provide the APP operation services, promote
the member registration and the sales of membership.



 


B. Rights and Obligation


 


		1.	Party B shall formulate its own business strategy and organize marketing team to provide the operation
service.



 


 


 






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		2.	Party B shall ensure that it uses employees or agents in performing its obligations
of membership registration and sales promotion, under this Agreement who are suitably qualified and experienced or where a Party
is a natural person, he/she himself/herself is suitably qualified and experienced, or where a Party is a (including but not limited
to television, radio, major newspaper websites, offline publicity meetings, outdoor big names, LED electronic screens, etc.).






		3.	Party A shall provide Party B with support and convenience not limited to
business promotion, training materials, marketing support, and relevant operations for the COSG Car App promotion, in order for
Party B to achieve better and more effective promotion.



		4.	Party A shall be responsible for operating the product ecosystem and shall provide stable and high-quality membership and relevant
membership services. Party A shall guarantee an ‘after-app’ operating environment, provide high quality customer experience,
and improve the local service supporting system.



 


C.
Duration of Collaboration


 


The collaboration for the Business
shall commence on the date when this Agreement has been signed by both Parties (the “Commencement Date” on Date,
Month, 2018) and shall continue unless and until terminated on Date, Month, 2019.


 


D.
Invoicing and Payment


 


Within the collaboration
period under the authorized scope of Party A, Party A's payment to Party B is based on the number of COSG Car APP member registrations
according to below service charges.


 


Payment Item:


 





	 	1.	Promotion Fee



 


		a.	Successful registration of COSG Car APP member via various channels: ¥ 3/ member, tax excluded, (based on the number
of members retrieved at the back end of the APP).






		b.	Successful installation of COSG Car APP and member registration: ¥15/ member, tax excluded.






		c.	Target within the collaboration period: 100,000,000 registered COSG Car APP members.



 





	 	2.	Payment Settlement



 





	 	a.	Monthly payment: Party B shall issue an invoice to Party A at or around the end of each calendar month setting
out the amount of payment regarding 80% of the promotional fee and commission fee to be paid by Party A to Party B, the calculation
of which shall be in accordance with the Schedule. Party A shall settle payment of the invoiced amount by 15th of the
following month by way of bank transfer to the designated account of Party B.



 


 


 






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	 	b.	The
remaining fee should be calculated to the quarterly performance of promotion:
	 	 	Remaining fee of quarterly promotion
performance – (The sum of quarterly promotion fee * Promotion performance rate) – settled sum of quarterly promotion
fee.
	 	 	 
	 	 	Fee Reference Schedule



   


	Revenue Promotion (Millions)	of	Promotion Performance Rate	Revenue Promotion (Million)	of	Operation Performance Rate
	Less than 30	 	80%	Less than 30	 	80%
	30 - 80	 	90%	30 - 80	 	90%
	80 - 100	 	100%	80 - 100	 	100%
	Above 100	 	110%	Above 100	 	110%



 

	Promotion Period	Revenue of Sales from Membership (Million)
	First Quarter	2 - 5
	Second Quarter	2.1	- 2.6
	Third Quarter	2.2	- 2.7
	Fourth Quarter	23	- 28


 


	 	3. 	 6% additional charges for the issue of VAT Invoice.



 


E.
Intellectual Property Ownership


 


Party A shall ensure that the trademarks
or materials and information provided within this project will not result in any legal disputes raised from the third party's infringement
of its patents, trademark rights or other intellectual property rights. Party A should bear the legal liability if such disputes
raised.


 


F.
Confidentiality


 





	 	(a)	The confidential information in this agreement refers to the
information that the unpublished technical information and raw material disclosed to other party during the project negotiation
and project development.



 


 


 


 






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	 	(b)	Necessary Protective Measure against the Confidential Information



 


		(i)	Obligation to Take Necessary Protective Measures against the Confidential Information



The parties relate to this agreement
shall take the reasonable security measures to prevent the disclosure of confidential information in any way, including but not
limited to the establishment of a technical confidentiality system to train relevant personnel, to keep the other party’s
technical confidential information properly, etc.


		(ii)	Obligation to Prevent any Copying and Unauthorized Use of confidential information and intellectual
property at the outside of the project
	 	 	Except for proper replication
within the enterprise for the purposes of this project, neither party is able to duplicate the technical confidential information
or technical confidential information carrier in any way.






		(iii)	Comply with Party B's Technical Confidentiality System
	 	 	Party B formulates a related
technology confidentiality system based on its own corporate characteristics. This technical confidentiality system constitutes
part of this agreement. Party A and its participator in this project must comply the system.
	 	 	All materials used by Party
B for this project are adopted for this project only. Party A shall not adopt any methods to extract the project's materials for
other purpose which is in violation with this agreement.



 





	 	(c)	Statements, Warranties and Commitments
	 	 	Party A shall promise to use
the technical confidential information only for the purpose of completion of this project. Party A shall not use the confidential
information for any other purpose and does not disclose the confidential information and the information carrier to any third party
in any way.
	 	 	 
	 	(d)	Compensation for damages
	 	 	If economic losses are caused
to the any party due to the violation of the technical confidentiality commitment, the defaulting party shall bear all direct and
indirect losses arising therefrom.



 


 


 






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G. Force Majeure


 


When any party fails to execute
this agreement due to force majeure, it shall notify the other party within three days after the occurrence of the event of force
majeure in order to reduce the damage that may be caused to the other party. After obtaining the force majeure certificate of the
relevant institution or mutual understanding and confirmation, it is allowed to postpone or amend this agreement, and depending
on the circumstances may be partially or completely free from liability for breach of this agreement.


 


H. Others


 


		(a)	The attachment forms part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the attachment.



		(b)	All documents signed by the parties (including meeting minutes, supplementary meetings, correspondence)
will be an integral part of this agreement.



		(c)	The contact address mentioned above is the contact information designated by both parties. If there
is a change in the address, telephone number, or fax number of the party, the party shall notify the other party in writing within
the same day of the change. Otherwise, it shall bear the corresponding responsibility.



		(d)	Party B is not allowed to transfer partial or all of its obligations under this agreement.



		(e)	If the parties are unable to resolve dispute arising from the execution of this agreement through
friendly negotiation, they can have lawsuit in the People's Court of Nanhai District.



 


I.
Agreement Effectiveness


 


		(a)	This agreement takes effect upon the date of signing and stamping of the authorized representatives
of party A and B.



		(b)	This agreement is made in two copies, with each party holding one of it.



 


 


 


 






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	佛山天元喜越汽车租赁有限公司	 	佛山申帆科技有限公司
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Authorized representatives signature	 	Authorized representatives signature
	Signing location:	 	Signing location:
	Signing date:	 	Signing date:







 


 


 


 


 


 


 


 


 






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