Exhibit
10.1


 


Exclusive
Management Consulting and


 


Technology
Agreement


  


Between


  


Hangzhou
Suyuan Agricultural Technology Co., Ltd.


 


And


  


Hangzhou
Nongyuan Network Technology Co., Ltd.


  


December
10, 2019


 






     


     


    

 


Exclusive
Management Consulting and


 


Technology
Agreement


  


This Exclusive
Management Consulting and Technology Agreement (“This Agreement”) is made and entered into this on December 10, 2019
in Hangzhou, People’s Republic of China (“PRC”).


 


BETWEEN:



 


Party
A: Hangzhou Suyuan Agricultural Technology Co., Ltd. a foreign-owned enterprise established that exists under the law of PRC,
located in Hangzhou City.


  


AND


 


Party
B: Hangzhou Nongyuan Network Technology Co., Ltd. , an LLC established and existed under the law of PRC, located in Hangzhou
City.


  


Each Party
 “A” or “Party B”, collectively “both parties”.


  


WHEREAS,


  


		1.	Party
                                         A is a foreign-owned company registered in PRC, it owns necessary resources to provide
                                         supporting services such as technology or management consulting service and intellectual
                                         property license, etc.



 


		2.	Party
                                         B is a company registered in PRC, and it is engaged in software technology development
                                         business (“Major Business”)under appropriate approval by relevant government
                                         departments of PRC. 



  


		3.	Party
                                         A agrees to provide Party B with exclusive technical and commercial support, management
                                         consulting service about Major Business of Party B. Party B agrees to accept consulting
                                         and other services provided by Party A or its designated party under this agreement.



 






     


     


    

 


NOW THEREFORE,
towards decision-making by consensus, both parties agree as follows:


 


	1.	Service
                                         Provided



 


	 	1.1	Pursuant
                                         to terms and condition of this Agreement, Party B hereby appoints Party A as its exclusive
                                         service provider providing comprehensive management consulting, technical supporting,
                                         intellectual property license and other relevant services, including all services within
                                         major business of Party B and decided necessary from time to time by Party A, including,
                                         without limitation:



  


		1.1.1	 	Management Consulting: Draft,
                                        modify and perfect strategic development plan, business and investment plan, product and
                                        service marketing development strategic plan, annual financial budget plan, internal management
                                        plan, and basic management principles of Party B, supervise and urge Party B to act pursuant
                                        to these plans and principles.



  


		1.1.2	 	Technical Supporting: Technical
                                        research, development, maintenance and upgrade related to business operation of Party
                                        B; provide Party B with consulting services regarding purchasing necessary equipment,
                                        software and hardware system; technical training and guidance to staff of Party B; other
                                        services regarding technology in business operation of Party B.



 


		1.1.3	 	Intellectual Property: Party
                                        A agrees that Party B can use intellectual properties owned by Party A and are necessary
                                        for business operation of Party B (including, without limitation: trademarks, patents,
                                        websites, domain names, software and other intellectual properties).



  


		1.2	Party
                                         B accepts consulting and services provided by Party A. Party B further agrees that Party
                                         B cannot acquire the same or similar consulting and/or services as set in this agreement
                                         from any third party directly or indirectly in the term of this agreement, cannot build
                                         any cooperation relationship with any third party regarding matters related to this Agreement,
                                         cannot enter into any transaction which will cause conflict of interest or will adversely
                                         affect interest of Party A under this agreement, except with Party A’s written
                                         consent. Both parties agree that Party A can designate other party (this designated party
                                         can enter into some agreements described in subsection 1.3 in this agreement with Party
                                         B) to provide Party B with services and/or support stated in this Agreement.



 






     


     


    

 


	2.	Payment



  


		Both Parties
                                         agree that Party B will pay Party A 95% of its profit after covering the deficit, paying
                                         statutory common reserve, and paying taxes as payment to Party A (“Service Fee”)
                                         for all services provided 3 months after every fiscal year.



 


		The said
                                         service fee rate can be adjusted according to operation needs of Party B with Party A’s
                                         written consent.



  


	3.	Intellectual
                                         Property and Confidentiality



  


	 	3.1	Party A has exclusive rights and interests of any right, interest,
    ownership, intellectually property, including, without limitation, copyrights, patents, claims of patent application, software,
    technological know-how, trade secrets and others produced or created according to this Agreement. Party B shall sign all appropriate
    documents, take all appropriate measures, submit all documents and/or applications, provide all appropriate assistance and
    other necessary actions in Party A’s sole discretion, in order to endow all related ownership, rights and interests
    to Party A, and/or improve Party A’s protection of such intellectual properties.



 


	 	3.2	Both
                                         parties agree and acknowledge that content in this Agreement, and any oral or written
                                         materials exchanged between both parties in preparation of this Agreement shall be deemed
                                         as confidential information. All confidential information thereof will be maintained
                                         confidential and will not be disclosed or reproduced in any manner whatsoever to any
                                         third parties without written consent of the other party, except: (a) any information
                                         disclosed or will be disclosed to the public (information not disclosed to the public
                                         by one part without authorization only); (b) any information should be disclosed in accordance
                                         with applicable laws and regulations, stock exchange rules, or order by government or
                                         court; or (c) any information that needed to be disclosed to shareholders, investors,
                                         legal or financial consultant regarding transaction in this Agreement, while shareholders,
                                         investors, legal or financial consultant should comply with confidentiality clauses as
                                         well. Each side should be liable for breaching the contract if staff of or agencies hired
                                         by this side breached the confidentiality clauses. This section will survive termination
                                         of this Agreement.



 






     


     


    

 


	 	3.3	Both
                                         parties agree that this section will survive regardless of modification, dissolution
                                         or termination of this Agreement.



  


	4.	Statements
                                         and Guarantee



 


	 	4.1	Party
                                         A states and guarantees as follows:



 


		4.1.1	 	Hangzhou Suyuan Agricultural
                                        Technology Co., Ltd. is a foreign-owned company established and exists under the law
                                        of PRC.



  


		4.1.2	 	Party A has taken necessary
                                        actions, gained necessary authorizations and approval from third party and government
                                        departments in order to sign, deliver and fulfill this Agreement; Party A’s signature,
                                        delivery and fulfillment to this Agreement is NOT against relevant laws and regulations.



  


		4.1.3	 	This Agreement constitutes
                                        legal, effective, binding force and mandatory obligation under this Agreement to Party
                                        A.



  


	 	4.2	Party
                                         B states and guarantees as follows:



 


		4.2.1	 	Hangzhou Nongyuan Network
                                        Technology Co., Ltd. is an LLC that is established and exists under the law of PRC.
                                        It obtains necessary approvals and licenses to run its major business.



 


		4.2.2	 	Party B has taken necessary
                                        actions, gained necessary authorizations and approval from third party and government
                                        departments in order to sign, deliver and fulfill this Agreement; Party B’ s signature,
                                        delivery and fulfillment to this Agreement is NOT against relevant laws and regulations.



  






     


     


    

 


		4.2.3	 	This Agreement constitutes
                                        legal, effective, binding force and mandatory obligation under this Agreement to Party
                                        A.



  


	5.	Term
                                         and Validity



  


		5.1	This
                                         Agreement is entered into and come into force at the date indicated in the headline.



 


		5.2	Unless
                                         this Agreement terminates in accordance with this Agreement or other agreements between
                                         both parties, the term of validity of this Agreement is twenty (20) years.



  


		5.3	Period
                                         of validity will automatically extend to the end of operation period of Party A or Party
                                         B when the validity expires, except for with written notice provided by Party A to Party
                                         B.



  


		5.4	Party
                                         B has no right to terminate this Agreement except otherwise specified by law or stated
                                         in this Agreement.



  


	6.	Termination



  


		6.1	Party
                                         B shall not terminate this Agreement in advance within period of validity of this Agreement,
                                         except for gross negligence or fraud by Party A occurred. Nevertheless, Party A shall
                                         terminate this Agreement at any time with thirty (30)days’ written notice prior
                                         to Party B.



  


		6.2	Rights
                                         and obligations under section 3, 7 and 8 hereof will survive termination of this Agreement.



  






     


     


    

 


	7.	Governing
                                         Law and Dispute Resolving



  


		7.1	This
                                         Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated
                                         according to the laws of People’s Republic of China. Disputes shall be resolved
                                         according to the laws of PRC.



  


		7.2	If
                                         any disputes caused by interpreting and conducting this Agreement arises, both parties
                                         of this Agreement shall settle the disputes through friendly negotiation in the first
                                         place. If the disputes remain unresolved 30 days after one party send written request
                                         to resolve the disputes to the other party, any party shall submit relevant disputes
                                         to China International Economic and Trade Arbitration Commission (the “Commission”
                                         or “CIETAC”). The disputes shall be resolved solely and exclusively by means
                                         of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration
                                         is final and has binding force to both parties.



  


		7.3	To
                                         the extent permitted by law, both parties agree and authorize that the said arbitration
                                         agency has the right to make adjudication to take shares or assets of Party C as compensation,
                                         to issue injunction(if needed for business operation or mandatory assets transfer), or
                                         to make adjudication to liquidate Party C.



  


		7.4	To
                                         the extent permitted by law, while the arbitration court is being built or in proper
                                         conditions, both parties agree and authorize that jurisdiction court has the right to
                                         enact provisional measures to support arbitration process.



  


		7.5	While
                                         any dispute caused by interpreting and conducting this Agreement is in process of arbitration,
                                         both parties of this Agreement shall continue to execute other rights and fulfill other
                                         obligations under this Agreement other than the issue in dispute.



  


	8.	Compensation



  


Party B
shall compensate Party A for any loss, damage, responsibilities and fees incurred by litigation, request, or other requirements
aimed at Party A produced or caused by any consultation or services provided by Party A to Party B, in order to protect Party
A from any damage, except for the loss, damage, responsibilities, or fees are caused by gross negligence or active negligence
of Party A.


 






     


     


    

 


	9.	Notices



  


		9.1	Any
                                         notice or correspondence under this Agreement shall be deemed served upon delivery by
                                         personal delivery, registered mail, pre-paid postage or business express or fax to the
                                         address hereunder. Each notice should be sent by email as well. The effective delivery
                                         date is defined as follows:



 


		9.1.1	 	If the notice is sent though
                                        personal delivery, express service or registered mail, pre-paid postage, the date of reception
                                        or rejection at the notice address will be deemed as Delivery Date.



 


		9.1.2	 	If the notice is sent by
                                        fax, the date of success delivery will be deemed as effective Delivery Date (proved by
                                        sending information automatically generated).



  


		9.2	Notice
                                         addresses of both parties are as follows:



  


Party
A : Hangzhou Suyuan Agricultural Technology Co., Ltd. 


 


Address:
Room 1147, 11th floor, Gufeng building, no. 555, Dongguan road, Puyan street, Binjiang district, Hangzhou.  


Consignee:
Yan Sun 


Telephone:+86-0571-87555801 


Fax:
+86-0571-87555826


  


Party
B: Hangzhou Nongyuan Network Technology Co., Ltd.


 


Address:
9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou
City, Zhejiang Province. 


Consignee:
Yan Sun 


Mobile:+86-0571-87555801 


Fax:
+86-0571-87555826


 






     


     


    

 


		9.3	Any
                                         party can send notice to the other party to change the notice address according to this
                                         section.



 


	10.	Agreement
                                         Transfer



 


		10.1	Party
                                         B shall not transfer its rights and obligations under this Agreement to a third party,
                                         except for with written consent by Party A in advance.



  


		10.2	Party
                                         B agrees hereby, Party A can transfer its rights and obligations under this Agreement
                                         to a third party when needed with only written notice to Party B and without consent
                                         in any from Party B.



  


	11.	Severability
                                         



  


If one or
more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality
and enforcement of other provisions of this Agreement will not be affected or damaged. Both parties should negotiate friendly
to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions.
Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable
provisions as much as possible.


  


	12.	Amendment
                                         and Supplements 



  


Both parties
shall make amendments and supplements to this Agreement in written agreements form. Signed amendment agreements and supplement
agreements related to this Agreement constitute this entire Agreement and have the same legal effect with this Agreement.


  


	13.	Language
                                         and Counterparts 



 


This Agreement
is made in duplicate with both parties herein holding one copy each. Both copies have the same legal effect.


  


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IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the
date first above written.


 


	PARTY A:	Hangzhou Suyuan Agricultural
    Technology Co., Ltd.	 
	 	 
	 	/s/ Corporate
    Chop	 
	  	 
	Signature:	 	 
	 	 
	By: /s/ Zhengyu Wang	 
	Name: Zhengyu Wang	 
	Designation: Executive Officer	 



 


	PARTY B:	Hangzhou Nongyuan Network
    Technology Co., Ltd.	 
	 	 
	 	/s/ Corporate
    Chop	 
	 	 
	Signature:	 	 
	 	 
	By: /s/ Zhengyu Wang	 
	Name: Zhengyu Wang	 
	Designation: Executive Officer