China Interactive Education, Inc. - Exhibit 10.1 - Prepared By TNT
Filings Inc.




  




Exhibit 10.1


(English Translation)


Joint
establishment of Information Technology applied in Education R&D 


Institute of Zhuhai Research College of BNU Partnership Agreement


Party A : MenQ
Technology Limited
Party B:
Zhuhai Campus of Beijing Normal University


Party A and party B bilaterally entered into joint establishment of
Information Technology applied in Education Research Institute of Zhuhai
Research College of BNU Partnership Agreement (hereinafter referred to as “Partnership
Agreement”) under the principle of complementary advantage, mutual benefit and
common development. The establishment of Information Technology applied in
Education Research Institute of Zhuhai Research College of BNU (hereinafter
referred to as “Research Institute”) indicates that both parties would be in full
cooperation in production, education and research.


	
  

 	
  

 
	
 1.

 	
 Purpose 

 


Party A and party B shall have all-round cooperation in the field of
information technology applied in education under the strategic cooperation
partnership. Based on party A’s years of experience in the field of wifi
internet communication technology’s R & D and party B’s leadership in
education and taking advantage of strong technology force of IT school of
Zhuhai campus of BNU, the institute is able to integrate multiple elements such
as embedded technology, information technology and education and jointly
developed informationized classroom education system. 


	
  

 	
  

 
	
 2.

 	
 Nature of
 Organization

 


The institute has been established by party A and party B as a subordinated
intuition of Zhuhai Research College of BNU and operated according to all rules
and regulations of Zhuhai Research College of BNU. Party B’s specific work
shall be responsible by Information Technology College of Zhuhai Campus of BNU.
The head of institute shall be appointed by Zhuhai Research College of BNU. The
research institute would set up several subordinated institutes as necessary
and the heads shall be appointed from party A and party B, respectively. The
research institutes shall appoint a number of experts as consultants in
education to provide suggestions.


	
  

 	
  

 
	
 3.

 	
 The scope of
 cooperation and division of labor

 


3.1 Research and develop mini intellectual terminal and system software
for education (completed by party A’s R & D department)


3.2 Research and develop terminal built-in education software
platform (completed by party B’s R & D department)


3.3 Establish terminal built-in education resources database (completed
by party B’s R & D department)






3.4 Research and develop terminal puzzle education software (completed
by party B’s R & D department)


3.5 External equipment and others


	
  

 	
  

 
	
 4.

 	
 Objective

 


Short-term & Medium-term objective:


	
  

 	
  

 
	
 1)

 	
 R & D for Mini Intellectual Terminal : complete the entire
 process of the design, development, manufacturing and test.

 
	
 2)

 	
 Education platform construction: complete the plan of education
 platform including establishment of R & D and management team, education
 platform content plan and select programs urgently needed by education
 fields. 

 
	
 3)

 	
 Education software resources database construction: determination
 several targets and set standards to complete targets’ model construction for
 primary, secondary and pre-school education.

 
	
 4)

 	
 R & D for puzzle education software: elaborately plan that
 organize primary and secondary all-subjects teachers to prepare
 education-related scripts to complete the templets production. 

 


Two years to education part, the entire R & D process is completed
and the products would be installed in some trail schools. Apply and register
patents and copyright accordingly to intellectual property rights.


Long-term Objective:


Establish effective distribution networks across China and become the
leader of IT industry in the field of education in China.


Both parties are willing to working as long-term strategic partners. In
order to collaborate more effectively, Party B is providing technical instruction
and determine the schedule in according to specific plans. The development
built-in software and small-scale test are conducted in the spot of Party B and
the bench scale test and industrialization would be performed in Party B’s
spot.


	
  

 	
  

 
	
 5.

 	
 Duration

 


The duration of such agreement shall be three years. The renew of such
agreement shall be discussed by both parties.


	
  

 	
  

 
	
 6.

 	
 Funds

 


Party A shall provide R & D fee in an amount of no less than RMB
1,000,000 each year to party B. The R & D funds shall mainly used for
products R & D, daily expenditure, academic communication and compensation
for R & D staff.


In order to develop projects, the funds applied from government and
from other channels by party A and party B shall be entirely injected into
research institute. 


Party A shall allocate RMB 300,000 to research institute within 15
business days as of the date of establishment of research institute as early
start-up fee. The rest of funds shall be allocated by quarter of no less than
RMB 150,000 each.








	
  

 	
  

 
	
 7.

 	
 Intellectual
 property

 


The hardware and system software corresponding intellectual properties
shall be owned by party A and the intellectual property rights of education
software (parts developed by party B) shall be owned by party B on behalf of Zhuhai
Research College of BNU.


	
  

 	
  

 
	
 8.

 	
 Profit

 


The profit of products distribution after cooperation shall be shared
by both parties. The allocation shall be discussed by both parties and the
related written agreement shall be entered within four months as of the date of
discussion as the supplement agreement of the partnership agreement (or annex).


	
  

 	
  

 
	
 9.

 	
 Confidentiality

 


9.1 Party A and party B shall be liable to keep any related information
and materials of projects confidential.


9.2 Party A and party B shall be liable to keep this cooperation matter
and specific content of cooperation agreement confidential. The either party
shall not disclosed this partnership and specific content of partnership
agreement to any third-party without prior consent of the other party.


9.3 The duration of confidentiality: three years


9.4 Confidential person


All project participants. Both parties shall have a written confirmation
regarding actual participants list in the corresponding year and potential
participants next year in December of each year.


	
  

 	
  

 
	
 10.

 	
 Responsibility
 of Violation

 


In the event of violation of any terms of this agreement by one party,
the other party shall delivery of written notice to the party in breach at any
time. The party in breach shall give written reply and take remediation actions
within fifteen business days upon receipt of written notice. In the event that
not receive any reply or remediation actions from the party in breach, the
other party shall have right to terminate this agreement and request for indemnification
in legal manner.


	
  

 	
  

 
	
 11.

 	
 Disclaimer

 


The both parties shall not bear any responsibilities of breach of
agreement, if both parties or one party would not perform or fully perform any
terms of agreement, which is caused by force majeure. However, either party
encountered force majeure shall notify the other party within fifteen business
days upon occurrence of force majeure and furnish evidence from related
departments. Either party shall go on to perform this agreement in a reasonable
time after elimination of force majeure. The force majeure refers to severe
nature disaster, government actions and third- party service encumbrance.








	
  

 	
  

 
	
 12.

 	
 Dispute
 Settlement

 


Both Parties shall attempt to resolve any dispute in good faith between
them regarding this Agreement first. If negotiation do not work, such dispute
shall be referred to and finally settled by arbitration by Zhuhai local court..


	
  

 	
  

 
	
 13.

 	
 Articles

 


The pending matters regarding this partnership agreement shall be
supplemented or modified by both parties., The supplemented or modified content
shall be deemed the same effectiveness as this partnership agreement. 


The partnership agreement shall be deemed effective upon execution of
both parties. The partnership agreement has four counterparts. Party A and
party B shall hold two counterparts, respectively, and each of them shall have
the equal effectiveness.


Party A : MenQ Technology Limited


Juridical person or Authorized trustee: Chen Tian Nan


2009/05/20


Party B: Zhuhai Campus of Beijing Normal University 


Juridical person or Authorized trustee:


2009/05/20