Unassociated Document


    EXCLUSIVE
      TECHNICAL CONSULTING AND SERVICE AGREEMENT

     

    THIS
      EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the
      “Agreement”) is
      made
      and entered into as of September
      28, 2007
      by and
      between the following parties in Beijing:

     

    Party
      A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd. 

    Registered
      Address: Room 210, #25 building, #15 An Ning Zhuang East Road, Haidian District,
      Beijing

    


    Party
      B: Beijing
      Zhi Yuan Tian Xia Technology Co., Ltd. 

    Registered
      Address: Room 1211-3, Chang Cheng Da Sha, #22 Shijingshan Road, Shijingshan
      District, Beijing

    


    (each
      a
“Party”
and
      collectively the “Parties”)

    


    WHEREAS,

    


    
      	1.	
              Party
                A, a wholly foreign-owned enterprise duly
                established and valid existing
                under the People’s Republic of China (the “PRC”),
                owns resources to provide relevant technical consulting and
                services.

            


    

    


    
      	2.	
              Party
                B is a limited liability company duly established and valid existing
                under
                the PRC laws. Party A agrees to provide Party B technology consulting
                and
                related service, and Party B agrees to accept such technical consulting
                and services provided by Party A in
                accordance with this Agreement.
                

            


    

    


    NOW
      THEREFORE, through
      mutual negotiations, the Parties hereto agree as follows:

    


    
      	
              1.

            	
              Technical
                Consulting and Services; Exclusivity


            


    

    


    
      	
            	1.1	
              During
                the term of this Agreement, Party A agrees to, as the exclusive technical
                consulting and services provider of Party B, provide the technical
                consulting and services to Party B in accordance with this
                Agreement.

            


    

    


    
      	
            	1.2	
              Party
                B hereby agrees to accept such technical consulting and services
                provided
                by Party A. Party B further agrees that, during the term of this
                Agreement, it shall not accept the technical consultation and service
                provided by any other third party without the prior written consent
                of
                Party A. 

            


    

     

    
      
        
        

      

      
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          1

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.3	
              Party
                A shall be the sole and exclusive owner of all right, title and interests
                to any and all interllectual property rights arising from the performance
                of this Agreement (including but not limited to, copyrights, patent,
                know-how, commercial secrets and others), no matter whether it is
                developed by Party A or by Party B based on Party A’s intellectual
                property right.

            


    

     

    
      	
              2.

            	
              Payment
                for the technical consultation and service(“Consulting
                Fees”)

            


    

    


    
      	 	
              2.1

            	
              The
                both parties agree that the consulting fees shall be paid per quarter
                (“Payment
                Period”)
                in accordance with the consulting and service actually provided by
                Party A
                in each quarter. The Payment Period can be extended with the pririor
                written consent between the
                parties.

            


    

    


    
      	 	
              2.2

            	
              Except
                for the Consulting Fees mentioned above, Party B agrees to reimburse
                Party
                A for all necessary expenses in relation to performing this Agreement,
                including but not limited to, travelling expenses, fees payable to
                experts, printing fees and mail cost.


            


    

    


    
      	 	
              2.3

            	
              Except
                for the Consulting Fees, Party B agrees to reimburse Party A the
                tax,
                customs and other expenditures(income tax is not included) in relation
                to
                Party A’s performance of this Agreement by Party A.
                

            


    

    


    
      	 	
              2.4

            	
              Party
                B shall provide Party A with a report in relation to Consulting Fees
                (“Consulting
                Fees Report”)
                in accordance with this Agreement within three (3) business days
                after
                each Payment Peirod, and Party B shall remit the amount in RMB to
                the bank
                account designated by Party A within two(2) working days after delivering
                the Consulting Fees Report. In case that Party B fails to pay Consulting
                Fees and other necessary expenses in accordance with this Agreement,
                Party
                B shall pay Party A late fee based on a 10% annual interest (compound
                interest) from the date of such
                default.

            


    

    


    
      	 	
              2.5

            	
              Party
                B shall open separate bank account for the Consulting Fees under
                this
                Agreement. Party A is entitled to appoint its employee or PRC accountant
                or international accountant to review or audit the account books
                in
                relation to the consulting service from time to time. The fees payable
                to
                the accountant shall be paid by Party A itself. Party B shall provide
                any
                and all documents, account books, records, materials and information,
                and
                any convenience and assistance to the person designated by Party
                A or
                accountant appointed by Party A may deem necessary. The auditing
                report
                issued by Party A’s employee should be final and conclusive unless Party B
                give written objection within seven (7) days after receiving such
                report.
                The report issued by the accountant shall be final and conclusive.
                Party A
                is entitled to serve written payment notice to Party B at any time
                after
                receiving the audit report according to the consulting fee confirmed
                by
                the audit report. Party B shall pay within seven (7) days after receiving
                the notice in accordance with Article
                2.4.

            


    

     

    
      
        
        

      

      
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              2.6

            	
              All
                payment payable by Party B to Party A shall have subtracted from
                tax, bank
                handing charge or any other expenses.


            


    

     

    
      	
              3.

            	
              Representations
                and Warranties

            


    

    


    
      	
            	3.1	
              Representations
                and Warranties of Party A

            


    

     

    Party
      A
      hereby the represents and warrants as follows:

     

    
      	 	
              3.2.1

            	
              It
                has the power to enter into and perform this Agreement in accordance
                with
                its constitutional documents and business scope, and has taken all
                necessary action to get authorization, consent and approval from
                third
                party and/or government authorities, and will not conflict with any
                agreement or laws binding on it.

            


    

     

    
      	 	
              3.2.2

            	
              Upon
                signing of this Agreement, this Agreement shall constitute a legally
                binding document on Party A and may be enforceable in accordance
                therewith. 

            


    

     

    
      	
            	3.2	
              Representations
                and Warranties of Party B

            


    

     

    Party
      B
      hereby the represents and warrants as follows:

     

    
      	 	
              3.2.1

            	
              Party
                B is a company duly registered and valid existing under the laws
                of the
                PRC, and is authorized to enter into this Agreement.
                

            


    

     

    
      	 	
              3.2.2

            	
              Party
                B has the power to execute and perform this Agreement in accordance
                with
                its constitutional documents within its business scope, and has taken
                all
                necessary action to obtain all consents and approval to execute and
                perform this Agreement, and do not and will not result in any violation
                of
                enforceable or effective laws or contractual limitations.
                

            


    

     

    
      	 	
              3.2.3

            	
              Upon
                its execution, this Agreement constitutes its legal, valid and binding
                obligation of Party B, enforceable in against it in accordance with
                its
                terms. 

            


    

     

    
      	
              4.

            	
              Confidentiality
                

            


    

    


    
      	 	
              4.1

            	
              Party
                B agrees to use all reasonable endeavours to protect and maintain
                the
                confidentiality of Party A’s confidential data and information
                acknowledged or received by Party B by accepting the exclusive echnical
                consulting and service from Party A (“Confidential
                Information”).
                Party B shall not disclose, grant or transfer to any third party
                of such
                Confidential Information. Upon termination of this Agreement, Party
                B
                shall, upon Party A’s request, return to Party A or destroy of any
                documents, material or software contained any of such Confidential
                Information, and shall completely delete any of such Confidential
                Information from any memory devices, and shall not use or permit
                any third
                party to use such Confidential Information.


            


    

     

    
      
        
        

      

      
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              4.2

            	
              The
                both Parties agree that the provisions of this Article 4 shall survive
                notwithstanding the alteration, revocation or termination of this
                Agreement.

            


    

     

    
      	
              5.

            	
              Indemnities

            


    

    


    
      	 	
              5.1

            	
              Party
                B shall indemnify Party A against any loss, damage, liability or
                expenses
                suffered or incurred by Party A as a result of or arising from any
                litigation, claim or compensation request in other methods in relation
                to
                the consulting and service under this Agreement.
                

            


    

     

    
      	
              6.

            	
              Effectiveness
                and Term of this Agreement

            


    

    


    
      	 	
              6.1

            	
              This
                Agreement shall be executed and come into effect as of the date first
                set
                forth above. The term of this Agreement shall be ten (10) years unless
                earlier terminated as set forth in this Agreement or the both Parties
                reach other written agreements containing articles of terminating
                this
                Agreement. 

            


    

     

    
      	 	
              6.2

            	
              This
                Agreement may be extended upon written confirmation from Party A
                before
                termination. The term for such extension shall be agreed by both
                Parties
                in writting. 

            


    

     

    
      	
              7.

            	
              Termination
                of the Agreement

            


    

    


    
      	 	
              7.1

            	
              The
                Agreement shall terminate automatically upon the expire date of this
                Agreement unless it is extended in accordance with this Agreement.
                

            


    

    


    
      	 	
              7.2

            	
              During
                the term of this Agreement, Party B may not terminate this Agreement
                except in the case of gross negligence, fraud action, or other illegal
                action or bankruptcy of Party A. Notwithstanding the above, Party
                A may
                terminate this Agreement with a written notice to Party B thirty
                (30) days
                before suchc termination. 

            


    

    


    
      	 	
              7.3

            	
              The
                rights and obligations of the both Parties under Article 4 and Article
                5
                of this Agreement shall survive after the termination of this Agreement.
                

            


    

    


    
      	
              8.

            	
              Dispute
                Settlement

            


    

    


    
      	 	
              8.1

            	
              The
                Parties shall strive to settle any dispute arising from the interpretation
                or performance, or in connection with this Agreement through friendly
                consultation. In case no settlement can be reached through consultation,
                each Party can submit such matter to China International Economic
                and
                Trade Arbitration Committee for arbitration according to the current
                effective arbitration rules of its. The arbitration shall be held
                in
                Beijing. The arbitration proceedings shall be conducted in Chinese.
                The
                arbitration award shall be final and binding upon the Parties.
                 

            


    

     

    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Force
                Majeure

            


    

    


    
      	 	
              9.1

            	
              Force
                Majeure Event (“Event”)
                means any event which is out of control of each party, and which
                is
                unavoidable or insurmountable even the party affected by such event
                has
                paid reasonable attention to it. The Event shall include, but not
                limited
                to, government actions, nature disaster, fire, explosion, typhoons,
                floods, earthquakes, tide, lightning or war. However, any lack of
                credit,
                assets or financing shall not be deemed as Event. The party claiming
                the
                occurrence of Event shall provide the other party with the steps
                of
                fulfilling the obligations of this Agreement.


            


    

     

    
      	 	
              9.2

            	
              If
                the fulfillment of this Agreement is delayed or blocked due to the
                Event
                defined in the above, the party affected by such an Event shall free
                from
                any obligation to the extent of delay or holdback. The party affected
                by
                such an Event shall make proper measures to reduce or diminish the
                effect
                from such Event, and shall do its endeavour to recover capacity to
                performing the obligations delayed. The both parties agree to try
                its best
                to recover performance of this Agreement upon elimination of such
                Event.

            


    

    


    
      	
              10.

            	
              Notices

            


    

    


    
      	 	
              10.1

            	
              Any
                notice to which is given by the both Parties hereto for the purpose
                of
                performing the rights and obligations hereunder shall be in writing.
                Where
                such notice is delivered personally, the time of notice is the time
                when
                such notice actually reaches the addressee; where such notice is
                transmitted by telex or facsimile, the notice time is the time when
                such
                notice is transmitted. If such notice does not reach the addressee
                on
                business date or reaches the addressee after the business time, the
                next
                business day following such day is the date of notice. The delivery
                place
                is the address first written above of the Parties hereto or the address
                advised in writing including facsimile and telex from time to time.
                Written method includes fax and telefax.


            


    

     

    
      	
              11.

            	
              Assignment
                

            


    

    


    
      	
            	11.1	
              Party
                B may not assign or transfer any rights or obligations under this
                Agreement to any third party without prior written consent by Party
                A.

            


    

     

    
      	
              12.

            	
              Severability

            


    

     

    
      	 	
              12.1

            	
              If
                any of the terms of this Agreement is invalid, illegal or unenforceable
                due to incompliance with laws, the validity and enforceability of
                the
                other terms hereof shall nevertheless remain
                unaffected.

            


    

     

    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              Amendments
                and Supplement

            


    

     

    
      	 	
              13.1

            	
              Any
                amendment and supplement of this Agreement shall be effective only
                if it
                is made in writing and signed by the parties hereto. The amendment
                and
                supplement duly executed by the parties shall be part of this Agreement
                and shall have the same legal effect as this
                Agreement.

            


    

     

    
      	
              14.

            	
              Governing
                Law and Languages

            


    

     

    
      	 	
              14.1

            	
              This
                Agreement shall be governed by and construed in all respects in accordance
                with the laws of the PRC.

            


    

     

    
      	 	
              14.2

            	
              This
                Agreement is executed both in Chinese and English with two copies
                for each
                language. The Chinese version will prevail in the event of any
                inconsistency between the English and any Chinese translations
                thereof.

            


    

     

    


    [THIS
      SPACE IS INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      both Parties have its authorized representative executed this Agreement on
      the
      date first above written.

     

    


    Party
      A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd.

    Legal
      Representative (Signature): /s/ DeLu Gao 

    


    


    Party
      B: Beijing
      Zhi Yuan Tian Xia Technology Co., Ltd.

    Legal
      Representative (Signature): /s/ Wang Zhenyu

     

    
      
        
        

      

      
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