EX-4.8 Technical and Consulting Service Agreement






Exhibit 4.8




Technical and Consulting Service Agreement




by and between




Beijing Run An Information Consultancy Company Limited




and




Qian Cheng Wu You Network Information Technology (Beijing) Company Limited




September 11, 2007




 









 





	 	 	 	 	 	 	 
	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 September
11, 2007 by and between the following parties:



Beijing Run An Information Consultancy Company Limited, a limited liability company duly organized
and validly existing under the laws of the People’s Republic of China, with its registered address
at Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong Cheng
District, Beijing, China (“Party A”).



Qian Cheng Wu You Network Information Technology (Beijing) Company Limited, a wholly foreign owned
enterprise 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 Circle
Road (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 qualified
and licensed in Beijing human resource market to collect and publish information on demand and
availability of human resource, and provide human resource consulting services, including
Internet human resource services.






	2.	 	Party B is a company engaged in the development and provision of services in connection with
Internet technology with technical expertise and practical experiences related to Internet,
having extended experiences and personnel with respect to information technology software for
Chinese 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 cooperate
with each other to develop Internet human resource services and the relevant professional
technical services within the respective business scope of Parties.




NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement under the following
terms 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 resource
qualification. Party A hereby agrees to engage Party B and Party B agrees to be engaged by
Party A as the exclusive technology provider for Party A in light of Party B’s technical
expertise and experiences related to the Internet.






	1.2	 	Party A agrees that, during the term of this Agreement, Party A shall not engage any third
party as Party A’s technology provider without the consent of Party B, excluding Party B’s
affiliates.






	1.3	 	Party A agrees that Party B shall have the right to provide the same or similar technical
services under this Agreement to other world wide web operators and it shall also have the
right to delegate




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		 	other company or individual to perform Party B’s obligations to
provide 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 software
to be used to store human resource information, software for the end-user platform, and other
relevant 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 services
for the development of Internet technology of Party A, including without limitation, system
design, 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 relevant
equipments, software and hardware system required for the operation of Internet services by
Party A, including but not limited to provision of consulting advice on the selection of
various software tools, software application, and technical platform, installation and
calibration of system and the selection and purchase, model and performance of various
associated hardware facilities.






	2.4	 	Party B shall provide appropriate training and technical support and assistance to the staff
of Party A, including but not limited to providing the appropriate training to Party A and its
staff (including trainings related to, among other things, customer services, technology);
introducing to Party A and its staff knowledge and experience in the installation and
operation of the systems and equipment and assisting Party A in solving any problems which may
arise at any time in the course of installation and operation of the equipment; and providing
Party A with consultations and advice on on-line editing of platforms and application of
software 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 in
accordance with the price agreed by both Parties. Party A shall pay relevant service fees to Party
B 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 with
the cooperation shall be determined as follows: Party B owns the copyright for the database
software and other relevant software designed by Party B, and the intellectual property rights of
and any other rights derived from the results of development and research through the research and
development under this Agreement and other agreements entered into by both Parties shall be owned
by 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 property
rights, and the right to license the foresaid intellectual property rights to other parties or to
transfer 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 respective
authorized 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 contrary
provision of applicable laws, this Agreement may be, and may only be, terminated by Party B by
written notice if Party A fails to cure such breach within fourteen (14) days of its receipt
of 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 party
requesting the correction, immediately refrain from the default, and shall compensate the
non-defaulting Party for all losses and damages thus caused to the non-defaulting party within
fourteen (14) days of the notice.






	6.2	 	In the event that the Parties hereto are both at fault, then they shall bear the respective
liabilities 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 any
contingent, consequential, special or punitive damages or other damages of the other Party
arising from or in connection with this Agreement, whether or not alleged to be the result of
contracts 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 to
such 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 Party
may transfer the services which it shall provide under this Agreement to any of its affiliates
or successors, regardless whether such succession is resulted from merger, acquisition, asset
purchase or otherwise.





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	7.3	 	The invalidity, nullity and unenforceability of any provision hereof shall not affect or
prejudice the validity, effectiveness and enforceability of other provisions hereof.
However, the Parties hereto shall cease the performance of such invalid, null and
unenforceable provision and shall amend such provision only to the extent that it will be
valid, effective and enforceable with respect to such specific facts and situations in a
manner 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 Agreement
granted by one Party in connection with the other Party’s default or delay shall not be deemed
as a waiver by such Party of its rights and shall not prejudice, affect or restrict any of the
rights which such Party shall be entitled to under this Agreement and relevant PRC laws and
regulations.





Article 8 Notice



Any notice hereunder shall be delivered by personal delivery or via facsimile or by registered
airmail to the following addresses and numbers or to any other addresses and numbers which have
been notified in writing by one Party to the other Party. Notices sent by registered airmail shall
be deemed to be effectively served on the fifth day after the date of dispatch. Notices delivered
by personal delivery or via facsimile shall be deemed to be effectively served on the next day
after the delivery or transmission. If transmitted via facsimile, the original copy of the notices
shall be sent by registered airmail or by personal delivery to the other Party immediately after
the 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 be
governed by the laws of the People’s Republic of China.






	9.2	 	Any disputes arising from or in connection with the execution, performance, interpretation
and dispute settlement of this Agreement shall be settled by both Parties through friendly
consultations. If the Parties fail to settle the disputes through friendly consultations,
either Party may submit the dispute to China International Economy and Trade Arbitration
Commission (hereinafter referred to as “CIETAC”) for arbitration in Beijing in accordance with
the then applicable arbitration rules of CIETAC.






	9.3	 	During the arbitration, the Parties shall continue to perform their obligations under this
Agreement 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 written
agreements between the Parties signed by the authorized representatives.






	10.2	 	Appendixes attached to this Agreement shall be an integral part of this Agreement. The
Parties may, from time to time, revise, add to and adjust the Appendixes hereto during the
term of this Agreement.






	10.3	 	This Agreement is written in Chinese in two counterparts, with each Party holding one
counterpart.





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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