Goldenway, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1     

Dated this 1st day of January 2012 

GODLENWAY INVESTMENTS HOLDINGS LIMITED 

and 

GOLDENWAY PRECIOUS METALS LIMITED 

________________________________________________ 

     SERVICE MAINTENANCE AGREEMENT

________________________________________________


 

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SERVICE MAINTENANCE AGREEMENT 

THIS AGREEMENT is dated the 1st day of January 2012 and
is made 

BETWEEN 

	(1) 	
      GOLDENWAY INVESTMENTS HOLDINGS LIMITED whose is
      situated at Room 3702-3704, Tower 6, Gateway Arcade,
      Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong ("GWHK");
      and

	 	 
	(2) 	
      GOLDENWAY PRECIOUS METALS LIMITED whose is
      situated at Suite 1209, 12/F, Tower 1, China Hong Kong City, 33 Canton
      Road, Tsim Sha Tsui, Kowloon, Hong Kong.
  ("GWPM").



BACKGROUND 

	(A) 	
      The parties have entered into a Service Level Agreement
      on the 1st day of January 2012 in relation to provide support services for
      the precious metals trading platform ("Service Level Agreement").
      GWHK has agreed to provide the annual maintenance Services as set out in
      Schedule 1 of this Agreement to GWPM upon the terms and conditions
      set out in this Agreement.

	 	 
	(B) 	
      GWPM has agreed to pay GWHK the Fee for the
    Services.



In consideration of the mutual promises contained in this
Agreement, THE PARTIES HAVE AGREED AS FOLLOWS: 

	1. 	
      DEFINITIONS

	 	 
		
      For the purpose of this Agreement, the following words
      shall have the following meanings:

	 	 
		
      Commencement Date means the 1st day of
      January 2012

	 	 
		
      Equipment means the items of computer
      hardware owned by GWPM.



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Fees means all payments and fees payable by GWPM to GWHK as specified under Clause 3.

	
	 	 
		
Independent Contractor means any third party with whom GWHK contracts for the provision of Services to GWPM.

	
	 	 
		
Services means the precious metals trading platform maintenance services set out in Schedule 1 to this Agreement.

	
	 	 
		
Licensed Software means the object code version of the computer software programs the object code version of the computer software programs and codes provided by GWHK and the associated Documentation, together with
all fixes, corrections, and Updates thereof, if any, when and as released, that GWHK provides to GWPM under this Agreement or any Maintenance Agreement.

	
	 	 
		
System means the Equipment, the Third Party Licensed Programs, Licensed Software and all other telecommunications hardware and software of GWPM and all other telecommunications hardware and software of GWPM and all
components thereof as the same may be modified, added to or replaced during the Term of this Agreement.

	
	 	 
		
Term shall mean the term of this Agreement set out in Clause 9.

	
	 	 
		
Third Party Licence means the contracts with third parties entered into by GWPM or is necessary for GWPM to enter into in connection with GWPM's right to use Third Party Licensed Programs.

	
	 	 
		
Third Party Licensed Programs means the software programs listed in Schedule 2 which are licensed to GWPM by third parties and any other third party software program which GWPM’ users need to enter into in
connection with the use of the Licensed Software.

	
	 	 
	
2. 		
PROVISION OF SERVICES

	
	 	 
	
2.1 		
In consideration of the payment of the Fees by GWPM, GWHK agrees with effect from the Commencement Date to supply the Services to GWPM in accordance with the terms and conditions stated in this Agreement.

	



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	2.2 	
      GWHK shall use its reasonable skills and care in the
      performance of the Services.

	 	 	 	 
	3. 	
      FEES

	 	 	 	 
	3.1 	
      Payment of Fees

	 	 	 	 
		3.1.1 	
      In consideration of the provision by GWHK of the
      Services, GWPM shall pay GWHK the following fees:

	 	 	 	 
			i. 	
      Initial setup fee of HKD 2,000,000 , details are shown as
      below:





	 	Description 	Amount 
HKD
    
	 	Production Setup for GETS Module 	353,317 
	 	Network Setup for GETS Module
    	55,320 
	 	Backup Implementation for GETS Module 	79,580 
	 	BCP Implementation for GETS
      Module 	603,228 
	 	Production Setup for MT5 Module 	230,000 
	 	DEMO setup for MT5 Module 	119,589 
	 	Network Setup for MT5 Module 	120,360 
	 	Purchase for Desktop
      
   (HKD6,000 x 45) 	270,000 
	 	Licenses for SQL Server Databases
      
   (HKD45460 x 4) 	181,840 
	 	Total: 	2,013,234
      
Says, 2,000,000 



The above setup fee of the platforms
will be amortised over their useful lives of 5 years. 

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	 	ii. 	
      A monthly service maintenance fee of HKD 120,000, details
      are shown as below:





	 	Description 	Amount 
HKD 
	 	Service Maintenance For GETS Module
      
   (Based on GWFX Ringus Agreement with same level of services at office
      hours) 	22,000 
	 	Service Maintenance For MT5 Module 	23,500 
	 	Network Infrastructure Maintenance 	68,560 
	 	Total: 	114,060 
Says, 120,000
  




	 	iii. 	
      For supplemental additional or ad hoc services not
      included in Schedule 1 (including requests for special projects,
      consultancy, customization etc.) separate fees will be quoted by GWHK
      according to its then current rates and charges.

	 	 	 
	 	iv. 	
      For core services hours is Monday to Friday 0800–2000 HK
      local time (excluding HK Public Holidays), all severity code incidents
      will be responded to. All hours outside of Core Hours of Service. Severity
      1 incidents only will be responded to. Additional fees will be charged if
      involved with GWHK subcontractors’ services.

	 	 	 
	 	v. 	
      If travel or accommodation costs are incurred in the
      provision of the Services, GWPM shall pay such costs in addition to the
      above Fees.



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3.1.2 		
GWHK shall have the right to increase the monthly fee or the overtime fee as set out in Clause 3.1.1 above upon giving GWPM thirty (30) days prior written notice. If GWPM disagrees with the fee increase, the parties shall
negotiate in good faith to agree on an acceptable increase. If the parties cannot agree on a fee after good faith discussion, GWPM shall have a right to terminate the agreement by giving written notice to GWHK. No payments made or due shall be
refundable.

	
	 	 	 
		
3.1.3 		
GWPM shall be solely responsible for all costs of any additional equipment required by GWPM (including any additional hardware, software, parts or communication line, etc.) in connection with the use of the Licensed Software.

	
	 	 	 
	
3.2 		
Payment Due

	
	 	 	 
		
3.2.1 		
The monthly fees referred to in 3.1.1(i) shall be due one month in advance and payable on the 1st day of each preceding month.

	
	 	 	 
		
3.2.2 		
For all other additional charges, fees or payment shall be made within fifteen (15) days upon receipt of GWHK's invoice by GWPM.

	
	 	 	 
		
3.2.3 		
Without prejudice to any other rights or remedies GWHK may have, if GWPM fails to pay any Fees when due and payable, GWHK reserves the right to charge interest on the late payment at the rate of one and one half percent (1.5%) per
annum. Furthermore, GWHK reserves the right to suspend the provision of Services if any Fees are overdue and if such default is not cured within ten (10) days from the receipt of written notice given by GWHK regarding such default.

	
	 	 	 
		
3.2.4 		
If GWPM fails to pay the Fees in a full and timely manner, GWHK shall have the right to suspend operations as set out in the Service Level Agreement. Further, upon due payment of the Fees, GWHK shall have the right to enable the
continuous supporting services.

	



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		3.2.5 	
If GWPM disputes any portion of any Fees (other than the monthly fee) in good faith, GWPM must provide written notice of such dispute, including nature of the dispute, within seven (7) days from the date of receipt of the invoice issued by GWHK. Failure to provide timely written notice of any
dispute within the timeframe stipulated will be deemed a waiver of GWPM's right to dispute that charge.

	
	 	 	 	 
	
4. 		
INDEPENDENT CONTRACTORS

	
	 	 	 	 
	
4.1 		
GWHK may retain any independent contractors of its choice to supply the services to GWPM but shall use its reasonable endeavours to ensure compliance by its Independent Contractors of the Agreement in respect of any Services
supplied by an Independent Contractor. GWPM shall cooperate with the Independent Contractor.

	
	 	 	 	 
	
5. 		
THIRD PARTY LICENCE

	
	 	 	 	 
	
5.1 		
This Agreement shall be subject to the due licence, assignment, transfer, continuation or extension of the Third Party Licences to GWPM in accordance with the terms and conditions of the Third Party Agreements.

	
	 	 	 	 
	
5.2 		
GWPM shall be solely responsible for obtaining such assignment, transfer, continuation or extension of the Third Party Licences to GWPM and for any additional costs incurred in relation to such assignment, transfer, continuation
or extension.

	
	 	 	 	 
	
6. 		
GWPM AND GWHK RESPONSIBILITIES AND OBLIGATIONS

	
	 	 	 	 
	
6.1 		
GWPM shall ensure that the following are made available to GWHK:

	
	 	 	 	 
		
(a) 		
access to all System;

	
	 	 	 	 
		
(b) 		
all relevant documents necessary to perform the Services;

	
	 	 	 	 
		
(c) 		
use of computers, communication facilities and other equipment;

	
	 	 	 	 
		
(d) 		
reasonable on-site facilities at GWPM's premises.

	



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6.2 		
GWPM shall cooperate with and comply at its own cost with GWHK's reasonable requirements or directions in relation to the supply of Services and use of the System. GWHK shall use its reasonable endeavours to ensure that the
provision of the Services shall be in a good and workmanlike manner.

	
	 	 
	
6.3 		
Alterations and additions to or in connection with any of the System may only be carried out by GWHK or it’s appointed independent contractors and no liability whatsoever shall be accepted by GWHK for any alterations or
additions carried out in contravention of this Clause or any effect such alterations or additions may have.

	
	 	 
	
7. 		
LIABILITY

	
	 	 
	
7.1 		
GWPM agrees that GWHK’s liability, if any, for any loss and damage including but not limited to any liability arising out of contract and tort, shall not exceed an amount equivalent to one month monthly fee as stated under
Clause 3.1.1. The parties agree that this is a fair and genuine estimate of loss in light of the amount of Fees charged by GWHK.

	
	 	 
	
7.2 		
GWHK does not represent or warrant that the operation and maintenance of the System will be error free and uninterrupted nor does GWHK provide any other representations or warranties (whether express or implied) in relation to its
Services not expressly provided in this Agreement, but does warrant that it will use its reasonable endeavours to find and correct all fundamental programming errors.

	
	 	 
	
7.3 		
GWPM warrants to GWHK that GWPM has not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and to the furthest
extent permissible by applicable law, GWPM hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained herein and/or to
rescind this Agreement.

	



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8. 		
INDEMNITY

	
	 	 	 
	
8.1 		
GWPM shall fully indemnify GWHK against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which GWHK pays, suffers, incurs or is liable for in respect of any breach by GWPM of its obligations
under this Agreement or its use of the Licensed Software or System which is not in accordance with GWHK’s directions or its Independent Contractor License Agreement.

	
	 	 	 
	
8.2 		
Subject to the provision of Clause 7.1 herein, GWHK shall fully indemnify GWPM against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which Customer pays, suffers, incurs or is liable for in
respect of any breach by GWHK’s or its independent contractor of its obligations under this Agreement.

	
	 	 	 
	
9. 		
TERM AND TERMINATION

	
	 	 	 
	
9.1 		
This Agreement shall commence on the Commencement Date. The term is perpetual unless terminated in accordance with Clause 9.2 below.

	
	 	 	 
	
9.2 		
Notwithstanding the above, GWHK may terminate this Agreement if:

	
	 	 	 
		
(a) 		
any payment due from GWPM to GWHK under this Agreement remains unpaid for a period of thirty (30) days from the due date; or

	
	 	 	 
		
(b) 		
an administrator, receiver or liquidator is appointed with respect to GWPM or any of its assets or if GWPM is unable to pay its debts or carry on its business; or

	
	 	 	 
		
(c) 		
GWPM is in breach of any term of this Agreement and the breach is not remedied within fifteen (15) days of notice from GWHK; or

	
	 	 	 
		
(d) 		
if the provision of precious metals trading platform is terminated for any reason, this Agreement shall immediately terminate.

	



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9.3 		
Effect of Termination

	
	 	 	 
		
(a) 		
Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

	
	 	 	 
		
(b) 		
Clauses 10 and 11 shall survive termination.

	
	 	 	 
		
(c) 		
Upon termination of this Agreement, the Service Level Agreement shall also be automatically terminated,

	
	 	 	 
		
(d) 		
If GWHK ceases to operate its business in relation to the Licensed Software, GWPM shall have the right to sign the service maintenance agreements with GWHK’s independent contractors that supply the services to GWPM directly
without paying the monthly fee stated in Clause 3.1.1 to GWHK once the new service maintenance agreements commence.

	
	 	 	 
	
10. 		
CONFIDENTIALITY

	
	 	 	 
	
10.1 		
Each party agrees to keep confidential all information (whether written or oral) concerning the business and affairs of the other party that it shall have obtained or received as the result of entering into or the performance of
this Agreement and shall not without the written consent of the other party disclose the information in whole or in part to any other person including any employees, agents and subcontractors of its affiliates involved in the provision of this
Services or disclosure to companies within the GWHK’s group of companies or related companies except where (a) such information is in the public domain, (b) such information was in the lawful possession of the receiving party prior to
receiving the information or (c) required by CGSE rules and regulations.

	
	 	 	 
	
11. 		
INTELLECTUAL PROPERTY

	
	 	 	 
		
Any intellectual property rights created as a result of the provision and delivery of the Services in respect of GWHK, shall remain the sole and exclusive property of GWHK unless otherwise agreed in writing between the parties.

	



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12. 		
FORCE MAJEURE

	
	 	 
		
GWHK shall be under no liability to GWPM in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of GWHK which
shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, epidemic, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority;
breakdown of equipment and labour dispute of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) strike and lockout.

	
	 	 
	
13. 		
NOTICES

	
	 	 
	
13.1 		
Any notice given under this Agreement must be in writing signed by an officer of the party addressed to the other party at the address stated at the beginning of this Agreement, as may be amended by the parties from time to time
by notice in writing.

	
	 	 
	
13.2 		
Notice will be taken to have been given or made (a) in the case of delivery in person or by hand or by post when delivered, received or left at the above address or (b) in the case of facsimile, on receipt by the recipient unless
the recipient notifies the sender within two (2) hours after transmission is received that the transmission is illegible.

	
	 	 
	
14. 		
VARIATION

	
	 	 
		
Any variation of any terms of this Agreement must be in writing signed by authorized representatives of both parties.

	
	 	 
	
15. 		
ASSIGNMENT OR CHANGE OF CONTROL

	
	 	 
	
15.1 		
The rights and obligations of the parties to this Agreement are personal and may not be assigned, transferred, licensed to any third party except as permitted under this agreement or with the prior written consent of the other
party which consent shall not be unreasonably withheld,

	



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	15.2 	
      Where there is any change in ownership or control of
      GWPM, GWHK agrees to continue to provide Services to Customer provided
      that the parties shall enter into a new Service Maintenance Agreement
      which terms and conditions shall be agreed between the parties.

	 	 
	16. 	
      SEVERABILITY

	 	 
	16.1 	
      If, but only to the extent, that any provision of this
      Agreement is declared or found to be illegal, unenforceable, or void, then
      all parties shall be relieved of all obligations arising under such
      provision, it being the intent and agreement of the parties that this
      Agreement shall be deemed amended by modifying such provision to the
      extent necessary to make it legal and enforceable while preserving its
      intent.

	 	 
	16.2 	
      If the remainder of this Agreement is not affected by
      such declaration or finding and is capable of substantial performance,
      then the remainder shall be enforced to the extent permitted by
  law.




	17. 	WAIVER 
	 	  
		
      Any waiver of this Agreement or of any covenant,
      condition, or agreement to be performed by a party under this Agreement
      shall (i) only be valid if the waiver is in writing and signed by an
      authorized representative of the party against which such waiver is sought
      to be enforced, and (ii) apply only to the specific covenant, condition or
      agreement to be performed, the specific instance or specific breach
      thereof or subsequent instance or breach. 

	 	  
	18. 	NO AGENCY OR PARTNERSHIP 
	 	  
		
      Each party to this Agreement acts as an independent
      contractor of the other. This Agreement does not constitute any party the
      agent or employee of another or imply that the parties intend constituting
      a partnership joint venture or other form of association in which any
      party may be liable for the acts or omissions of another.
  



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	19. 	GOVERNING LAW 
	  	  
		
      This Agreement shall be governed by subject to, and
      interpreted in accordance with the Laws of Hong Kong. The parties hereby
      submit to the non-exclusive jurisdiction of the Hong Kong Courts.
  

	  	  
	20. 	ENTIRE AGREEMENT



This Agreement constitutes the entire
agreement between the parties in relation to the subject matter and supersedes
all previous agreements, communications and representations, whether oral or
written. 

IN WITNESS WHEREOF, the parties cause this Agreement to be
executed by their duly authorised representatives identified below. 

	GOLDENWAY INVESTMENTS HOLDINGS LIMITED 	GOLDENWAY PRECIOUS METALS LIMITED 
	  	  
	By: /s/Jason Chen
      Zhong                
               	By:/s/ Ricky Wai Lam
      Lai          
     
	Name: Jason Chen
      Zhong                
              	Name:Ricky Wai Lam
      Lai           
     
	Title: Head of Information Technology  	Title:
      Director                               
       
	Date: 1st Jan,
      2012                                      
      	Date: 1st Jan,
      2012                         
      


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SCHEDULE 1 
Annual Maintenance
Services 


	1. 	
      Standards and Obligations



Obligation. GWHK shall respond, in accordance
with this Schedule 1, to problems encountered by GWPM which represent material
deviations of the Licensed Software from the specifications contained in the
Documentation (each, an "Error'). GWHK will provide support as set out in Clause
3 of the Service Level Agreement from its offices. GWPM will use commercially
reasonable efforts to reproduce Errors in order to assist GWHK in its efforts to
resolve such Errors. 

Supported Platforms. GWHK supports those
platforms and associated compilers set forth on Annex 1 to this Schedule 1
(each, a "Supported Platform"). GWHK reserves the right to modify the list of
platforms and associated compilers that it supports on a quarterly basis,
provided, however, that GWHK will continue to support any listed platform until
the date which is one (1) month following the termination of support for the
listed release by the platform vendor. At the discretion of GWHK, GWPM may
receive support services from GWHK for any platform other than a Supported
Platform pursuant to a separate written agreement between GWPM and GWHK which
may require additional payments by GWPM to GWHK in consideration of hardware
and/or other costs and expenses necessary to provide such services to Customer.
Annex 1 to this Schedule 1 represents the recommended release levels of the
Supported Platforms, including associated compilers (if applicable) as of the
Effective Date. 

Exclusions. Without limitation, GWHK shall
have no obligation under this Schedule 1 in connection with any deviation: (a)
relating to any platform other than Supported Platform; (b) in or attributable
to any hardware or other equipment, programs or data used in conjunction with
the Licensed Software or to any other reason external to the Licensed Software;
or, (c) resulting from the actions or omissions of GWPM or any third party. 

Updates. GWHK shall provide to GWPM, as
and when received by GWHK, all updates to the Licensed Software that independent
contractors provide, at no additional charge, to all licensees entitled to
receive the support services from GWHK as described in this Schedule 1. 

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Expenses. GWPM will pay its own telephone, travel, lodging and other out-of-pocket expenses that it may incur in connection with its receipt the support services described in this Schedule 1. If support services beyond those
described in this Schedule 1 become necessary, GWHK may charge GWPM for such additional support at GWHK's then-current standard rates and charges. 


Severity Levels.  GWHK will establish the service severity level of each reported support request that GWPM refers to GWHK for assistance. The priority level of each reported support request shall be classified in accordance as set out
in Clause 5 of the Service Level Agreement. 

	
2. 		
Acknowledgement by GWHK

	



GWHK will respond to all requests for support reported by GWPM. The support request is determined based on Clause 5.2 of the Service Level Agreement. The notification of incidents is set out in Clause 4 of the Service Level Agreement. If a support
request is deemed an Error, GWPM's report of the Error to GWHK will include, if available from the GWPM after due inquiry by GWPM, any and all job listings, program dumps, system log, traces and other output, reports or information that GWHK may
reasonably request associated with the Error. GWHK will acknowledge receipt of all Errors within the response times (depending on the Severity Level) set forth in Clause 5.2 of the Service Level Agreement ("Response Times") by contacting GWPM's
designated contact by e-mail, telephone, fax or other reliable means of communication, provided that a response to the GWPM employee or agent reporting the Error is deemed to meet this requirement. 

	
3. 		
Resolution by GWHK

	



Within the specified Response Times, GWHK will use its reasonable efforts to provide a resolution to each Error based on the Service Level Agreement agreed to between the parties, within the Target Resolution established for the applicable Severity
Level. 


GWPM Designated Contact will use reasonable efforts to assist GWHK's designated support technician to resolve the Error if the determination of the Error is unclear and impacts the Target Resolution time frames. GWPM shall employ all reasonable
efforts to have confirmed that the Error is caused by the operation of the Licensed Software and not the result of any other cause. 


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lf an Error cannot be resolved within the applicable Target Resolution Time, GWHK will contact GWPM as soon as such is discovered by GWPM, Subject to Clause 4 of this Schedule 1 below, both parties will use their reasonable efforts to assist each
other in resolving the Error to the satisfaction of GWPM. 

	
4. 		
Response Times

	



With respect to any support request deemed to be an Error, GWHK will respond to GWPM with an acknowledgement and action plan and commence efforts to provide a resolution in accordance based on the applicable Severity Level as set out in Clause 5 of
the Service Level Agreement, after GWPM notifies GWHK of the Error. 


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ANNEX 1 
To

Schedule 1 
Current Supported
Platforms 



	Module 	OS 	OS Details 
	GETS BackOffice Servers 	Linux 	(Environments with java 1.5
      support) 
	GETS FrontOffice Servers 	Linux 	(Environments with java 1.5
      support) 
	GETS Trading Client Apps 	Microsoft Windows 	Microsoft Windows XP/Vista/7
  
	Databases Server 	Microsoft Windows 	Microsoft SQL Server 2008
      Standards or higher 
	MT5 Main Trade Server 	Microsoft Windows 	Windows Server 2008 Web Edition
      (32 or 64 bit) or higher 
	MT5 Trade Servers 	Microsoft Windows 	Windows Server 2008 Web Edition
      (32 or 64 bit) or higher 
	MT5 History Server 	Microsoft Windows 	Windows Server 2008 Web Edition
      (32 or 64 bit) or higher 
	MT5 Backup Server 	Microsoft Windows 	Windows Server 2008 Web Edition
      (32 or 64 bit) or higher 
	MT5 Access Servers 	Microsoft Windows 	Windows Server 2003 Standard
      Edition (32 or 64 bit) or higher 
	MT5 Client Terminals 	Microsoft Windows 	Microsoft Windows XP/Vista/7
  



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