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[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


 
 

Exhibit 10.59    
  


 
 

[Translation]    
  


 
  Technical Service Agreement    
  


    This technical service agreement ("this Agreement") is made between and by the following parties in Beijing on August 18, 2000. 



	Party A:	 	UTStarcom (China) Co., Ltd.
	Address:	 	11th Floor, CNT Manhattan Building, No. 6 Beidajie, Chaoyangmen, Dongcheng District, Beijing
	Party B:	 	Hainan Xinhuangpu Investment Co., Ltd.
	Address:	 	Floor 16, Huaneng Mansions, No. 36 Datong Road, Haikou, Hainan





    WHEREAS
Party A agrees to provide Party B with the relevant technical services and Party B agrees to accept the said technical services; therefore, the parties reach the following
agreement through friendly consultations: 


 
 

ARTICLE 1    



    Party
A agrees to provide Party B with the relevant technical services listed in Attachment I of this Agreement, and Party B agrees to accept the foregoing technical services. 


 
 

ARTICLE 2    



    The
parties agree that Party B shall pay [***] for the technical services provided by Party B. Party B shall wire transfer the foregoing technical service fees
to the account designated by Party A within [***] upon execution of this Agreement. 


 
 

ARTICLE 3    



 
  Confidentiality Clause    



    The
parties agree the information or materials that one party learned or got hold of during the performance of this Agreement, which would otherwise not be obtained from the other
party shall constitute the other party's commercial secrets. Unless for the purpose of implementing this Agreement, no party shall be allowed to use the other party's commercial secrets. No party
shall disclose, grant or transfer the said commercial secrets to any third party unless prior consent is obtained from the other party. Upon expiration or termination of the term of this Agreement,
either party shall return or destroy of its own the documents, information or software loaded with the other party's commercial secrets, delete the other party's commercial secrets from memory
equipment and refrain from using such commercial secrets any more. 


    The
parties agree that this section shall continue to be valid within [***] upon expiration or termination of the valid term of this Agreement. 


 
 

ARTICLE 4    



 
  Representation and Guarantee    



	4.1
	Party
represents and guarantees as follows: 



    (a) Party
A is a company incorporated and validly existing pursuant to the Chinese laws; 






 


    (b) Party A is entitled to the ownership of the assets listed in Attachment I hereto and has not placed mortgage or any third party's interests against such ownership,
nor does it impose any obstacle to Party B for the obtainment of the title of such assets. 




    4.2 Party
B represents and guarantees as follows: 



    (a) Party
A is a company incorporated and validly existing pursuant to the Chinese laws; and 


    (b) By
executing and performing this Agreement, Party B does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper
authorization and all the necessary approval of executing and performing this Agreement. 



 
 

ARTICLE 5    



 
  Liability for Breach of Agreement    



    5.1 If
one party to this Agreement ("the Breaching Party") fails to implement its obligations under this Agreement (including violation of the provisions involving
representation and guarantee), and fails to adopt effective measures to correct such violation within [***] upon receipt of a written notice by the other party ("the
Non-Breaching Party") for such correction within the stipulated time, the non-breaching party has the right to terminate this Agreement and claim compensation from the
breaching party for the losses sustained therefrom. 


    5.2 If
Party B violates the provisions of Article 2 of this Agreement by any failure to pay or pay in time the service fees, it shall pay a find equal to
[***] of the total service fees [***] of delay in addition to the full payment of service fees to Party A. 


 
 

ARTICLE 6    



 
  Settlement of Dispute    



    Any
dispute arising out of or in connection with this Agreement shall be settled by the parties through consultations. If it cannot be settled through consultations, any party may
submit the said dispute to China International Economic and Trade Arbitration Commission for arbitration in Beijing according to its valid rules of arbitration. The arbitration award is final and
shall be binding over the parties. 


 
 

ARTICLE 7    



 
  Force Majeure    



    A
force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this Agreement is executed. Any
party to this Agreement shall not bear the liabilities for breach of this Agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this
Agreement.
The party that is affected with such a force majeure event shall notify the other party of the effects of such event within [***] after its occurrence, and present
certification by the local notarization organ. 


 
 

ARTICLE 8    



 
  Transfer of Agreement    



    No
party shall transfer its rights and obligations under this Agreement to any third party unless consented by the other party in writing. 


2





 
 
 

ARTICLE 9    



 
  Separability of Agreement    



    If
any article or section of this Agreement becomes invalid or unenforceable, it will not affect the validity and enforceability of other articles or sections. 


 
 

ARTICLE 10    



 
  Amendment and Supplement of Agreement    



    The
parties may amend or supplement this Agreement in writing. The amendment and supplement to this Agreement shall constitute an inseparable part of this Agreement and be equally
authentic to this Agreement. 


 
 

ARTICLE 11    



 
  Miscellaneous    



    11.1 This
Agreement shall come to force upon execution by the authorized representatives of the parties and fixation of their official seals all of the date first seen
in this Agreement. The term of this Agreement is [***]. This Agreement may be renewed upon expiration of the term subject to the parties' approval through consultations. 



    11.2 This
Agreement has two original copies, of which each party holds one, and they are equally authentic. 


3







	 	 	Party A: UTStarcom (China) Co., Ltd.

(Official Seal)
	

 	
 	

Authorized Representative:
	

 	
 	

 (Signature)
	

 	
 	

Party B: Hainan Xinhuangpu Investment Co., Ltd.

(Official Seal)
	

 	
 	

Authorized Representative: Xue Weibin
	

 	
 	

 (Signature)







 
 

Translation Verification    
  


    The foregoing represents a fair and accurate English translation of the original Chinese document. 


Dated:
May 11, 2001 



	 	 	By:	 	/s/ SHAO-NING J. CHOU   

	 	 	Name:	 	Shao-Ning J. Chou
	 	 	Title:	 	Executive Vice President and Chief Operating Officer, China Operations











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Exhibit 10.59


[Translation]

Technical Service Agreement

ARTICLE 1

ARTICLE 2

ARTICLE 3

Confidentiality Clause

ARTICLE 4

Representation and Guarantee

ARTICLE 5

Liability for Breach of Agreement

ARTICLE 6

Settlement of Dispute

ARTICLE 7

Force Majeure

ARTICLE 8

Transfer of Agreement

ARTICLE 9

Separability of Agreement

ARTICLE 10

Amendment and Supplement of Agreement

ARTICLE 11

Miscellaneous

Translation Verification