Exhibit 10.1


 


Exclusive Consultant and Service Agreement


 


Exclusive Consultant and Service Agreement (referred
herein as “Agreement), are signed by two parties (referred herein as “Parties) on February 5, 2021 in Beijing, China.


 


Party A: Beijing Fengyuan Zhihui Education
Technology Co., Ltd.


Address: Room 515, 5th Floor, No. 5 Haiying
Road, Fengtai District, Beijing.


 


Party B: Beijing Zhuoxun Century Culture
Communication Co., Ltd.


Address: Room 513, 5th Floor, No. 5 Haiying
Road, Fengtai District, Beijing.


 


Whereas


 


1. Party
A is a wholly foreign-owned enterprise legally established and validly existing within the territory of the People’s Republic of China,
and has consulting and service resources;


 


2. Party
B is a limited liability company incorporated in China;


 


3. Party
A agrees to provide consulting and related services to Party B, and Party B agrees to accept the consulting and services provided by Party
A.


 


Accordingly, the two parties have reached an agreement
to comply with the following terms and conditions through the principle of equality and mutual benefit:


 


1. Consultation and services: sole and exclusive
rights


 


1.1 During
the period of this agreement, Party A agrees to provide Party B with relevant consulting and services as Party B’s exclusive consulting
and service provider in accordance with the terms of this agreement (see Annex 1 for details).


 


1.2 Party
B agrees to accept the consultation and services provided by Party A during the validity period of this agreement. Taking into account
the value of the consulting and services provided by Party A and the good cooperative relationship between the two parties, Party B further
agrees that, unless Party A agrees in writing in advance, during the period of this agreement, Party B will not accept any third party’s
involvement in this agreement consulting and services provided by the business scope.


 


1.3 For
all rights, ownership, rights, and intellectual property rights (including but not limited to copyrights, patent rights, technical secrets,
trade secrets, and others) arising from the performance of this agreement, whether developed by Party A or by Party B based on A Party
A’s intellectual property rights or those developed by Party A based on Party B’s intellectual property rights, Party A enjoys
sole and exclusive rights and interest, and Party B shall not claim any rights, ownership, rights, and intellectual property rights against
Party A.


 






     


     


    

 


However, if the development is carried
out by Party A based on Party B’s intellectual property rights, Party B must ensure that there are no defects in the intellectual
property rights, otherwise Party B shall be responsible for losses caused to Party A. If Party A therefore assumes the liability for compensation
to any third party, after making such compensation, Party A has the right to recover all its losses from Party B.


 


1.4 Taking
into account the good cooperative relationship between the two parties, Party B promises that if it wants to conduct any business cooperation
with other enterprises, it must obtain the consent of Party A. Under the same conditions, Party A or its affiliates have the priority
to cooperate.


 


2. Calculation and Payment of Consulting and
Service Fees (hereinafter referred to as “service fees”)


 


2.1 Both
parties agree that for each financial quarter where profits are generated, Party B shall determine and pay the service fee in accordance
with the method listed in Annex 2 of this agreement


 


2.2 If
Party B fails to pay the service fees and other expenses in accordance with the provisions of this agreement, Party B shall pay Party
A a daily penalty of Five ten thousandths of the default for the amount in arrears.


 


2.3 Party
A has the right to appoint its employees or a certified public accountant in China or other countries (referred to as “Party A’s
Authorized Representative”) to verify Party B’s accounts at its own expense, in order to verify the calculation method and
amount of service fees. To this end, Party B shall provide the authorized representative of Party A with the documents, accounts, records,
data, etc. required by the authorized representative of Party A, so that the authorized representative of Party A can audit Party B’s
accounts and determine the amount of service fees. Unless there is a very serious error, the amount of the service fee shall be the amount
determined by the authorized representative of Party A.


 


2.4 Unless
the parties agree otherwise, the service fee paid by Party B to Party A under this agreement shall not be deducted or offset (such as
bank handling fees, etc.).


 


2.5 In
addition, Party B shall pay to Party A the actual expenses incurred in providing the consultation and services under this agreement, including
but not limited to various travel expenses, transportation expenses, printing fees and postage while paying the service fees.


 






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3. Representations and Warranties


 


3.1 Party
A represents and warrants:


 


3.1.1 Party A is a company legally registered
and validly existing in accordance with Chinese laws;


 


3.1.2 Party A shall perform this agreement
within its company’s power and business scope; it has been authorized by the necessary company, and has obtained the consent and approval
of third parties and government departments, and does not violate any laws or contractual restrictions that are binding or have an impact
on it


 


3.1.3 Upon signing this agreement shall
constitute a legal, effective, binding and enforceable legal document for Party A


 


3.2 Party
B represents and warrants:


 


3.2.1 Party A is a company legally registered
and validly existing in accordance with Chinese laws;


 


3.2.2 Party B has signed and performed
this agreement within its company’s power and business scope, has obtained the necessary company authorization, and has obtained the consent
and approval of a third party or government department, and does not violate any binding or impact on it. Legal or contractual restrictions;


 


3.2.3 Upon signing this agreement constitutes
a legal, effective, binding, and enforceable legal document for Party B.


 


4. Confidential
Terms


 


4.1 Party A and Party B agree to do their
best to the confidential materials and information that they have learned or come into contact with (hereinafter referred to as “confidential
information”. When providing materials and information, the provider of materials and information should clearly inform in writing
that they are confidential information.), adopt all kinds of reasonable confidentiality measures to keep it confidential; without the
prior written consent of the confidential information provider, such confidential information shall not be disclosed, given or transferred
to any third party (including the merger of the confidential information recipient with the third party, being merged, or being subject
to the third party). Three parties directly or indirectly control). Once this agreement is terminated, Party A and Party B shall return
any documents, materials or software containing confidential information to the original owner or provider of the confidential information,
or destroy it by themselves with the consent of the original owner or provider, including delete any confidential information from any
relevant memory device, and shall not continue to use such confidential information. Party A and Party B shall take necessary measures
to disclose confidential information only to Party B’s employees, agents or professional consultants who need to know, and urge
such Party B’s employees, agents or professional consultants to comply with the confidentiality obligations under this agreement.
Party A and Party B, Party B’s staff, agents or professional consultants shall sign a specific confidentiality agreement to compliance
with.


 






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4.2 Above terms do not apply to


 


4.2.1 Information that has become generally
available to the public at the time of disclosure


 


4.2.2 It is not because of the fault
of Party A or Party B that the information has become generally available to the public after the disclosure;


 


4.2.3 Party A or Party B can prove that
they have information before the disclosure, and that they have not obtained information directly or indirectly from other parties;


 


4.2.4 Party A or Party B is obliged to
disclose to relevant government departments, securities regulatory authorities, stock exchanges, stock trading institutions, etc., in
accordance with legal requirements, or Party A or Party B, due to its normal business needs, to its direct legal counsel and Financial
advisors disclose the above confidential information


 


4.3 The parties to the agreement agree
that this clause will continue to be effective regardless of whether this agreement is changed, cancelled or terminated.


 


5. Compensation


 


5.1 Except as otherwise provided in this
agreement, if Party B fails to perform or suspend the performance of its obligations under this agreement, and fails to correct the above
behavior within 30 days of receiving the notification from the other party, or if its statements and guarantees are not true, then constitutes
a breach of contract.


 


5.2 If any party to this agreement violates
this agreement or any statement or guarantee made in this agreement, the observant party may notify the breaching party in writing and
request it to correct the breach within ten days of receiving the notice, and take corresponding measures, effective and timely to avoid
the occurrence of damage results, and continue to perform this agreement. In the event of damage, the breaching party shall compensate
the observant party so that the observant party can obtain all the rights and interests that it deserves when the contract is performed.


 






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5.3 If any party violates this agreement
and causes the other party to bear any costs, liabilities or suffer any losses (including but not limited to the company’s loss of profits),
the breaching party shall pay for any of the above expenses, liabilities or losses (including but not limited to the cause). The interest
paid or lost due to breach of contract and attorney fees) compensate the non-compliant party. The total amount of compensation paid by
the breaching party to the observing party shall be the same as the loss caused by the breach. The above compensation includes the benefits
that the observing party should obtain due to the performance of the contract, but the compensation shall not exceed the reasonable expectations
of the parties to the agreement.


 


5.4 If Party B fails to follow Party
A’s instructions, or due to improper use of Party A’s intellectual property rights or improper technical operations, if anyone
makes a claim for this, Party B shall bear full responsibility. If Party B finds that anyone is using Party A’s intellectual property
rights without legal authorization, Party B shall immediately notify Party A and cooperate with any actions taken by Party A.


 


5.5 If both parties to the agreement
violate this agreement, the amount of compensation to be paid by each shall be determined according to the degree of each breach.


 


6. Effectiveness, performance and validity
period


 


6.1 This
agreement is signed on the date indicated at the beginning of the text and becomes effective at the same time.


 


6.2 Unless
Party A terminates this agreement in advance, the validity period of this agreement is ten years, starting from the date this agreement
takes effect. Before the expiration of this agreement, if Party A makes a request, both parties shall extend the term of this agreement
according to Party A’s request. The extended validity period shall be determined by Party A, and both parties shall sign another
exclusive consultation and service agreement or continue to perform this agreement according to Party A’s request.


 


7. Termination


 


7.1 During
the validity period of this agreement, if Party B terminates this agreement early without any reason, Party B shall compensate Party A
for all losses caused thereby and pay the relevant service fees for the completed services.


 


7.2 This agreement could be terminated
upon the mutual consent of the both parties.


 


7.3 After the termination of this agreement,
the rights and obligations of the both parties under Articles 4 and 5 of the agreement will continue to be valid.


 






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8. Dispute Resolution


 


8.1 When
there is a dispute between the parties to the agreement on the interpretation and performance of the terms under this agreement, the parties
to the agreement shall negotiate in good faith to resolve the dispute. If the negotiation fails, either party can submit the relevant
dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final
and binding on both parties to the agreement. The provisions of this article are not affected by the termination or cancellation of this
agreement


 


8.2 Except
for matters in dispute between the parties to the agreement, the parties to the agreement shall continue to perform their respective obligations
in accordance with the provisions of this agreement in good faith.


 


9. Force Majeure


 


9.1 “Force majeure event” refers
to any event beyond the reasonable control of a party and still unavoidable under the reasonable attention of the affected party, including
but not limited to government actions, natural forces, fires, explosions, storms, flooding, earthquake, tide, lightning or war. However,
insufficient credit, funds or financing shall not be regarded as matters beyond the reasonable control of one party. A party seeking to
be exempted from performance under this agreement due to a “force majeure event” shall notify the other party as soon as possible
of the exemption, and inform it of the steps required to complete the performance


 


9.2 When
the performance of this agreement is delayed or hindered by the aforementioned definition of “force majeure”, the party affected
by the force majeure does not need to bear any responsibility under this agreement within the scope of the delay or hindrance. The party
affected by force majeure shall take appropriate measures to reduce or eliminate the effects of “force majeure” and shall strive
to resume the performance of obligations that have been delayed or hindered due to “force majeure”. Once the force majeure event
is eliminated, the parties to the agreement agree to use their best efforts to resume performance under the agreement.


 


10. Notice


 


The notices issued by the parties to
the agreement to perform their rights and obligations under this agreement shall be made in writing and sent to the relevant parties in
the form of personal delivery, registered mail, postage prepaid mail, approved courier service, or graphic fax. The following addresses
of one party or both parties to the agreement


 






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Party A: Beijing Fengyuan Zhihui Education
Technology Co., Ltd.


Address: Room 515, 5th Floor, No. 5 Haiying
Road, Fengtai District, Beijing


Telephone: [*]


Contact: Ru Zhang


 


Party B: Beijing Zhuoxun Century
Culture Communication Co., Ltd.


Address: Room 513, 5th Floor, No. 5 Haiying
Road, Fengtai District, Beijing


Telephone: [*]


Contact: Boyu Zhu


 


11. Assignment


 


Party B shall not transfer its rights
and obligations under this agreement to any third party, unless Party A’s prior written consent is obtained. Party A may transfer its
rights and obligations under this agreement to its affiliates without Party B’s consent, but Party B shall notify Party B of the
above transfer.


 


12. Severability of Agreement


 


The parties hereby confirm that this
agreement is a fair and reasonable agreement reached by the parties on the basis of equality and mutual benefit. If any clause under this
agreement is inconsistent with the relevant law and is invalid or unenforceable, the clause shall only be invalid or unenforceable within
the jurisdiction of the relevant law, and shall not affect the legal validity of other provisions of this agreement


 


13. Amendment


 


The parties to the agreement shall amend
and supplement this agreement in a written agreement. Amendmenta and supplements to this agreement that have been properly signed by both
parties are an integral part of this agreement and have the same legal effect as this agreement.


 


14. Jurisdiction


 


The signing, validity, performance and
interpretation of this agreement, as well as the settlement of disputes, are governed by Chinese laws and interpreted in accordance with
Chinese laws.


 


In view of this, both parties to the
agreement signed this agreement on the date mentioned at the beginning of the text by their authorized representatives, in order to keep
it true.


 




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Signature Page Only


 


Party A: Beijing Fengyuan Zhihui Education Technology
Co., Ltd.


Authorized party:


(company’s seal)


 


Party B: Beijing Zhuoxun Century Culture Communication
Co., Ltd.


Authorized Party:


(company’s Seal)


 






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Attachment one


 


Consultation and service content list


 


1.Provide business-related software development
and research services.


 


2.Provide business-related technical services,
applications and implementation, including but not limited to design, installation, and testing of all systems


 


3.Provide daily maintenance support, upgrades,
maintenance, monitoring and troubleshooting of computer network equipment, and other technical services.


 


4.Provide staff pre-job, on-the-job, technical
training services


 


5.Provide technology development and technology
transfer services.


 


6.Provide Public Relations services


 


7.Provide Market speculation, research, consultant
service


 


8.Provide short and long term market development,
market planning services


 


9.Provide business related consultation services


 


10.Provide market propaganda, members activities
and related organizing and planning services


 


11.Provide Intellectual property permit


 


12.Provide equipment and rental service


 


13.Provide business related management consultation
services and related business and tech support


 




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Attachment two


 


Payment


 


1. The
service fee under this agreement shall be accrued according to Party B’s profit before tax in the corresponding year after deducting
Party B’s losses in the previous year (if any), necessary costs, fees, taxes, and withdrawals incurred in that year. The remaining
amount after the statutory provident fund, etc. Party A has the right to consider the following factors and determine the amount of service
fee and adjust the service fee by issuing a service fee bill to Party B or other written methods, without Party B’s consent: (a)
The technical difficulty provided by Party A and the consultation provided And the complexity of other services; (b) the time required
for Party A’s technical personnel to provide such technical services, consulting and other services; (c) the specific content and
commercial value of the technical services, consulting and other services provided by Party A; (d) The market price of the same type of
service; (e) Party B’s business conditions and Party B’s development needs. The above service fees shall be transferred to
the bank account designated by Party A by remittance or other methods approved by both parties after A has issued a payment instruction
to Party B. Party A may change such payment instructions from time to time. Both parties agree that, in principle, the payment of the
above service fees should not cause any party’s business difficulties during the year. For the above purpose, and within the limits of
achieving the above principles, Party A has the right to agree to Party B’s postponement of payment to avoid any financial difficulties
of Party B; Party A also has the right to make any other adjustments to the service fee that it deems reasonable, but it shall notify
Party B in advance in writing


 


2. Party
B shall provide Party A with the audited consolidated financial statements of Party B in the previous fiscal year within 120 days after
the end of each fiscal year (hereinafter referred to as the “previous fiscal year”). The financial statements shall be independently
approved by Party A. Audited by a certified public accountant, and provide Party A with all the financial and other information required
to calculate the service fee for the year; Party A shall determine the service fee for the year in writing after receiving the aforementioned
information provided by Party B, and has the right to determine the service fee for the year At any time thereafter, send a written payment
instruction to Party B. Party B shall pay to Party A the service fees and other fees specified in the payment instruction within 30 days
after receiving the written payment instruction in accordance with the payment deadline set forth in the written payment instruction or
if the written payment instruction does not specify the payment deadline (If any). If Party B fails to pay the service fees and other
fees (if any) in full and on time in accordance with the provisions of this agreement, Party A has the right to require Party B to pay
Party A a default interest of 10% per annum based on the arrears.


 


3. If Party A believes that due to some reason
the agreed service price determination mechanism in this Article is not applicable and needs to be adjusted, Party B shall actively and
honestly communicate with Party A within ten working days after Party A’s written request for fee adjustments is made. Negotiations
to determine new charging standards or mechanisms. If Party B does not reply within ten working days after receiving the above adjustment
notice, it shall be deemed to have tacitly adjusted the service fee. At the request of Party B, Party A shall also negotiate with Party
B to adjust the service fee.


 


 


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