Exhibit 10.4


 


 


 


 


 


 





 



 


 


EXCLUSIVE
TECHNOLOGY DEVELOPMENT, CONSULTING AND SERVICES AGREEMENT


 


 


Beijing
Asian League Wins Technology Co., Ltd





 


and


 


Hengshui
Jingzhen Environmental Company Limited


 


 





 



 


 


 


 


 


 






     


     


    

 


Table
of Contents


  


	Section	 	Page
	 	 	 	 
	1.	Technology
    Development, Consulting and Services; Sole and Exclusive Rights	 	2
	 	 	 	 
	2.	Calculation
    and Payments of Fees	 	2
	 	 	 	 
	3.	Representations
    and Warranties	 	3
	 	 	 	 
	4.	Confidentiality	 	4
	 	 	 	 
	5.	Indemnity	 	4
	 	 	 	 
	6.	Effectiveness
    and Term	 	4
	 	 	 	 
	7.	Termination	 	4
	 	 	 	 
	8.	Dispute
    Resolution	 	5
	 	 	 	 
	9.	Force
    Majeure	 	5
	 	 	 	 
	10.	Assignment	 	6
	 	 	 	 
	11.	Severability	 	6
	 	 	 	 
	12.	Amendment
    and Supplement of this Agreement	 	6
	 	 	 	 
	13.	Governing
    Law	 	6


 






     


     


    

 


This
EXCLUSIVE TECHNOLOGY DEVELOPMENT, CONSULTING AND SERVICES AGREEMENT (this “Agreement”) is entered into on January 20, 2021 by and between:


 


		A	Beijing
                                         Asian League Wins Technology Co., Ltd, a limited liability company duly incorporated
                                         and existing under the laws of the People’s Republic of China (the “PRC”),
                                         with its address at 1162, 1/F, 15 Xiaoyun Road, Chaoyang District, Beijing, PRC (“Party
                                         A”);



 


		B	Hengshui
                                         Jingzhen Environmental Company Limited, a limited liability company duly incorporated
                                         and existing under the laws of the PRC, with its address at North Side of Changning Road,
                                         Economic and Technological Development Zone, Hengshui City, Hebei Province, PRC (“Party
                                         B”);



 


Party
A and Party B shall be hereinafter referred to as the “Parties” collectively, and each as a “Party”
respectively.


 


Whereas,


 


		1	Party
                                         A is a wholly foreign owned enterprise established in the PRC, and has the resources
                                         and qualification for technology development, consulting and services;



 


		2	Party
                                         A agrees to provide Party B with technology development, consulting and related services,
                                         and Party B agrees to accept such technology development, consulting and related services
                                         provided by Party A.



 


Through
mutual discussion, the Parties have reached a consensus on the provision of technology consulting and related services. For the
purpose of the clarification of the rights and obligations of the Parties, the Parties enter into this Agreement for mutual compliance.


 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 1



     


    

 


		1.	Technology
                                         Development, Consulting and Services; Sole and Exclusive Rights



 


		(1)	During
                                         the term of this Agreement, Party A agrees to, as the technology development, consulting
                                         and service provider of Party B, provide the relevant technology development, consulting
                                         and services to Party B (the details set forth in Appendix I) in accordance with
                                         the conditions of this Agreement.



 


		(2)	Party
                                         B agrees to accept the technology development, consulting and services provided by Party
                                         A and further agrees that, during the term of this Agreement, it shall not accept any
                                         technology development, consulting and services in respect of the above business provided
                                         by any third party which are same as or similar (to those provided by Party A) without
                                         the prior written consent of Party A.



 


		(3)	Party
                                         A shall be the sole and exclusive owner of all rights and interests arising from or in
                                         connection with the performance of this Agreement, including without limitation the proprietary
                                         rights, intellectual property rights such as copyright, patent, know-how, trade secret
                                         and others, regardless of whether it is developed by Party A or by Party B based on the
                                         intellectual property owned by Party A.



 


		2.	Calculation
                                         and Payments of Fees



 


		(1)	The
                                         Parties agree that Party B shall pay the fees of the technology development, consulting
                                         and services under this Agreement (the “Consulting Service Fees”)
                                         in quarter, and the Consulting Service Fees shall be determined based on the actual services
                                         provided by the Parties. The Consulting Service Fees shall be in principle the balance
                                         of all the income of Party B deducting all the fees, but the Parties may otherwise negotiate
                                         upon the particular amount of the Consulting Service Fees. Within thirty (30) days of
                                         the end of each quarter, Party B shall deliver to Party A the management statements and
                                         the business data for such quarter, including Party B’s net income for such quarter.



 


		(2)	The
                                         amount of the Consulting Service Fees shall be determined based on the following factors:



 


		(a)	Difficulty
                                         of the technology development and complexity of the consulting and management services;



 


		(b)	Time
                                         consumed by Party A providing such technology development, consulting and management
                                         services; and



 


		(c)	Specific
                                         contents and commercial value of the technology development, consulting and management
                                         services.



 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 2



     


    

 


		(3)	The
                                         Consulting Service Fees shall be in the amount determined by Party A. Any adjustment
                                         and change of the Consulting Service Fees shall be subject to the written consent by
                                         Party A.



 


		(4)	Within
                                         thirty (30) days from the end of each year, Party B shall provide Party A with the financial
                                         statements and all business records, business contracts and financial materials for that
                                         year. Party A may appoint a reputable independent accountant to audit the relevant materials
                                         if Party A questions the financial materials provided by Party B, and Party B shall cooperate.



 


		3.	Representations
                                         and Warranties



 


		(1)	Party
                                         A hereby represents and warrants as follows:



 


		(a)	Party
                                         A is a company legally established and validly existing in accordance with the PRC laws.



 


		(b)	Party
                                         A executes this Agreement within its power and business scope, and has taken all corporate
                                         actions, obtained all necessary authorizations as well as all consents and approvals
                                         from third parties and government authorities, and does not violate the restriction of
                                         any laws or contracts by which it is bound or affected.



 


		(c)	This
                                         Agreement, upon execution, constitutes Party A’s legal, valid and binding obligations,
                                         enforceable against it in accordance with its terms.



 


		(2)	Party
                                         B hereby represents and warrants as follows:



 


		(a)	Party
                                         B is a company legally established and validly existing in accordance with the PRC laws.



 


		(b)	Party
                                         B executes this Agreement within its power and business scope, and has taken all corporate
                                         actions, obtained all necessary authorizations as well as all consents and approvals
                                         from third parties and government authorities, and does not violate the restriction of
                                         any laws or contracts by which it is bound or affected.



 


		(c)	This
                                         Agreement, upon execution, constitutes Party B’s legal, valid and binding obligations,
                                         enforceable against it in accordance with its terms.



 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 3



     


    

 


		4.	Confidentiality



 


		(1)	Party
                                         B agrees to use all reasonable measures to maintain confidentiality of the confidential
                                         materials and information that are known or have access to due to the acceptation of
                                         Party A’s exclusive technology development, consulting and services (the “Confidential
                                         Information”). Without Party A’s prior written consent, Party B shall
                                         not disclose, provide or transfer any such Confidential Information to any third party.
                                         Upon termination of this Agreement, Party B shall, at the request of Party A, return
                                         any and all documents, information or software containing any such Confidential Information
                                         to Party A, or destroy them, delete all of such Confidential Information from any memory
                                         devices, and cease to use such Confidential Information.



 


		(2)	The
                                         Parties agree that this Section shall survive the amendment, termination and expiration
                                         of this Agreement.



 


		5.	Indemnity



 


Party
B shall indemnify Party A against any loss, damage, liability and/or cost caused by any litigation, claim or other demands against
Party A arising out of the technology development, consulting and services required by Party B. Party B shall also hold Party
A harmless against any loss and damage caused by Party B’s act or any claim from any third party as a result of Party B’s
act, excluding any litigation, claim or other demand cause by any willful misconduct or gross negligence of Party A.


 


		6.	Effectiveness
                                         and Term



 


		(1)	This
                                         Agreement shall become effective upon execution by the Parties on the date first above
                                         written herein. Unless terminated in advance in accordance with the provisions of this
                                         Agreement or relevant agreement entered into by the Parties, the term of this Agreement
                                         is ten (10) years.



 


		(2)	The
                                         term of this Agreement may be extended with prior written confirmation by Party A before
                                         expiration. The extended term shall be ten (10) years or any other term as determined
                                         by the negotiation of the Parties.



 


		7.	Termination



 


		(1)	Termination
                                         upon Expiration



 


Unless
extended in accordance with the relevant provisions herein, this Agreement shall be terminated upon its expiration.


 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 4



     


    

 


		(2)	Early
                                         Termination



 


During
the term of this Agreement, this Agreement shall not be terminated in advance unless Party A goes bankrupt or dissolves or terminates
in accordance with the laws, and this Agreement shall be automatically terminated if Party B goes bankrupt or dissolves or terminates
in accordance with the laws before the expiration of this Agreement. Notwithstanding the foregoing, Party A shall have the right
to terminate this Agreement with thirty (30) days prior written notice to Party B at any time.


 


		(3)	Survival



 


The
rights and obligations of the Parties under Sections 4, 5 and 8 shall survive the termination of this Agreement.


 


		8.	Dispute
                                         Resolution



 


In
the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the
dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within thirty (30) days
after either Party’s written request to the other Party for resolution of the dispute through negotiations, either Party
may submit the relevant dispute to Beijing Arbitration Commission for arbitration, in accordance with its arbitration rules then
in effect. The language to be used in arbitration shall be Chinese. The arbitration award shall be final and binding to both Parties.


 


		9.	Force
                                         Majeure



 


		(1)	A
                                         “Force Majeure Event” means any event beyond reasonable control of
                                         one Party and cannot be prevented with reasonable care of the Party so affected, including
                                         without limitation, governmental action, acts of nature, fire, explosion, typhoon, flood,
                                         earthquake, tide, lightning or war. However, any shortage of credit, capital or financing
                                         shall not be regarded as an event beyond reasonable control of the Party. The affected
                                         Party who is claiming to be exempted from its obligations under this Agreement by a Force
                                         Majeure Event shall as soon as practicable notify the other Party of such exemption and
                                         the necessary steps to be taken for the fulfillment of such obligations.



 


		(2)	In
                                         the event that the performance of this Agreement is delayed or prevented due to the Force
                                         Majeure Event as defined above, the Party affected by the Force Majeure shall not be
                                         held liable hereunder to the extent of such delay or prevention. The Party affected by
                                         the Force Majeure shall take appropriate measures to reduce or eliminate the effect of
                                         the Force Majeure and make efforts to resume the performance of the obligations delayed
                                         or prevented by the Force Majeure. Once the Force Majeure Event is eliminated, the Parties
                                         agree to resume the performance of this Agreement with their best efforts.



 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 5



     


    

 


		10.	Assignment



 


Party
B shall not assign or transfer any rights and/or obligations under this Agreement to any third party, unless the prior written
consent of Party A has been obtained.


 


		11.	Severability



 


In
the event that any provision of this Agreement is held invalid or unenforceable due to unconformity with relevant laws, such provisions
shall become invalid or unenforceable only to the extent under such applicable laws and the legal effect of the remaining provisions
hereunder shall not be affected.


 


		12.	Amendment
                                         and Supplement of this Agreement



 


The
Parties may amend and supplement this Agreement in writing. Any amendment and supplement to this Agreement by the Parties, upon
execution by the Parties, is an integral part of and has the same effect with this Agreement.


 


		13.	Governing
                                         Law



 


This
Agreement shall be governed by and enforced and interpreted in accordance with the laws of the PRC.


 


 


[The
remainder of this page is intentionally left blank]


 






    	 	Exclusive Technology Development, Consulting and Services Agreement	 6



     


    

 


[Signature
Page]


 


Beijing
Asian League Wins Technology Co., Ltd (Seal)


 


	By:	/s/
    Shuhua Liu	 
	Name:	Shuhua Liu	 
	Title:	Legal representative	 


  


Hengshui
Jingzhen Environmental Company Limited (Seal)


 


	By:	/s/
    Jianwei Zhang	 
	Name:	Jianwei Zhang	 
	Title:	Legal representative	 


 






    Signature Page to Exclusive Technology Development, Consulting and Services Agreement


     


    

 


Appendix
I


 


List
of Technology Development, Consulting and Services


 


Party
A will provide Party B with the following technology development, consulting and services:


 


		(1)	research
                                         and development of relevant technologies necessary for Party B’s business, which
                                         include the development, design and creation of database software for the storage of
                                         relevant business information, antivirus software, UI software and other relevant technologies,
                                         and grant a license to Party B for the use of such technologies;



 


		(2)	apply
                                         and implement the relevant technologies for the operation of Party B’s business,
                                         including without limitation the systematic master design proposal, system installation,
                                         debugging and test run;



 


		(3)	be
                                         responsible for daily maintenance, monitoring, test run and debugging of the computer
                                         network equipment, including entering users’ information into database in a timely
                                         manner, or updating the database with other business information provided by Party B
                                         from time to time, updating user interface on a regular basis and providing other relevant
                                         technology services;



 


		(4)	provide
                                         consulting service on the procurement of relevant equipment, software and hardware necessary
                                         for the provision of network service by Party B, including without limitation the selection,
                                         system installation and testing of various utility software, application software and
                                         technology platform, and provide consultancy proposal on the selection, model and performance
                                         of various types of accessorial hardware, facilities and equipment; provide consultancy
                                         and answers Party B’s question in respect to network equipment, technical product
                                         and software;



 


		(5)	provide
                                         adequate training and technology support and assistance to the employees of Party B,
                                         including without limitation the technical training such as the training on application
                                         and editing of various image processing softwares, customer service or techniques and
                                         others; provide consultancy and advice on other online editing platform and software
                                         application, and assist Party B in compiling and collecting various types of information
                                         and contents;



 


		(6)	assist
                                         Party B in customer management and post-sale tracking services related to the business;



 






    Appendix I-1


     


    

 


		(7)	provide
                                         government public relations services and assist Party B in communicating with relevant
                                         government authorities;



 


		(8)	assist
                                         Party B in personnel management, including the recommendation of technical backbones,
                                         the selection of employees for vacant positions, and the management of employee’s
                                         social insurance and paid vacation benefits;



 


		(9)	introduce
                                         to Party B and its employees the knowledge and experience in the installation and operation
                                         of the software system and equipment, and assist Party B in solving problems arising
                                         from the installation and operation of the system and equipment;



 


		(10)	assist
                                         Party B to recover debts, mortgages, security deposit and other amounts from customers
                                         in accordance with Party B’s receivables; and



 


		(11)	provide
                                         other technology and consulting services as may be necessary for Party B’s business.



 




    Appendix I-2