YOU On Demand Holdings, Inc.: Exhibit 10.4 - Filed by newsfilecorp.com







	 
	Technical Services Agreement 
	 


by and between 

Tianjin Sevenstarflix Network Technology Limited 

and 

YOU On Demand (Beijing) Technology Co., Ltd. 




April 5, 2016 




TABLE OF CONTENTS 

	Article
      	  	Page
  
	  	  	  
	1.
      	DEFINITIONS
      AND INTERPRETATIONS 	1
      
	2.
      	SERVICES
      	2
      
	3.
      	SERVICE
      FEE AND METHOD OF PAYMENT 	2
      
	4.
      	INTELLECTUAL
      PROPERTY OWNERSHIP 	3
      
	5.
      	REPRESENTATIONS
      AND WARRANTIES 	3
      
	6.
      	CONFIDENTIALITY
      	4
      
	7.
      	TERM
      AND TERMINATION 	5
      
	8.
      	BREACH
      	5
      
	9.
      	FORCE
      MAJEURE 	5
      
	10.
      	GOVERNING
      LAW 	6
      
	11.
      	DISPUTE
      RESOLUTION 	6
      
	12.
      	MISCELLANEOUS
      	6
      


Appendix 

	I. 	
      Scope of Services







This TECHNICAL SERVICES AGREEMENT (“Agreement”)
is entered into on this 5th day of April, 2016 in Beijing, People’s Republic of
China (“PRC”), by and between:

	(1) 	
      Tianjin Sevenstarflix Network Technology Limited,
      a limited liability company incorporated under the laws of the PRC, with
      its registered address at Suite 305-55, 3/F, Zonghe Service Building D,
      Nangang Industrial Zone of Tianjin Economic Development Zone, Tianjin, PRC
      (“Party A”); and

	 	 
	(2) 	
      YOU On Demand (Beijing) Technology Co., Ltd., a
      limited liability company incorporated under the laws of the PRC, with its
      registered address at Suite 2603, 26/F, Tower A, 10 Jintongxi Road,
      Chaoyang District, Beijing, PRC (“Party
B”).



WHEREAS: 

Party A wishes to retain Party B to provide the Services
(defined below), and Party B is willing to provide the same to Party A, in
accordance with the terms and conditions set forth below. 

NOW, THEREFORE, the parties agree as follows: 

	1. 	
      DEFINITIONS AND INTERPRETATIONS

	 	 	 
		1.1 	
      Definitions. Unless otherwise indicated, the
      following terms in this Agreement shall have the meanings set forth
      below:





		
      Business Day 
	
      means a day in which commercial banks are open for
      business in the PRC; 

	
       
	
      
	
       

		
      Confidential Information 
	
      means any information of a confidential nature relating
      to the parties, including without limitation any confidential information
      concerning their respective structure, business activities (including
      financial information, client lists and business policies), technology,
      released or unreleased software or hardware products, and marketing plans,
      regardless of the format in which such information is stored or
      communicated, and including any excerpts, summaries or other derivative
      forms of the same; 

	
       
	
      
	
       

		
      Costs 
	
      means the direct and indirect costs (other than Expenses)
      incurred by Party B and attributable to the Services performed by Party B
      hereunder, as determined in accordance with United States Generally
      Accepted Accounting Principles (US GAAP); 

	
       
	
      
	
       

		
      Expenses 
	
      means all: (a) non-recoverable national, local, value
      added tax and other taxes (excluding taxes on the net income of Party B) paid by Party B in the
performance of the Services; and (b) significant third party costs incurred by
Party B for the benefit of Party A in the performance of the Services hereunder;






	Technical Services
    Agreement 	- 1 -
    	 








		
      Force Majeure 
	
      means any fire, flood, war, act of government or other
      natural or man-made event which is unforeseen by the parties (or if
      foreseen, reasonably unavoidable) and which prevents the performance of
      this Agreement by any or all of the parties, but excluding any shortage of
      credit; 

	
       
	
      
	
      

		
      RMB 
	
      means Renminbi, the lawful currency of the PRC;


	
       
	
      
	
      

		
      Services 
	
      means the services to be provided from Party B to Party A
      hereunder, as set forth in Appendix 1; 

	
       
	
      
	
      

	
       
	
      Service Fee 
	
      has the meaning set forth in Article 3.1.
  




		1.2 	
      Interpretations. All headings used herein are for
      reference purposes only and shall not affect the meaning or interpretation
      of any provision. Any reference to an Article or Appendix is to an article
      or appendix of this Agreement. For purposes of this Agreement, the term
      “PRC” refers to Mainland China, and unless explicitly stated herein does
      not include the Special Administrative Regions of Hong Kong and Macao or
      the territory of Taiwan.

	 	 	 
	2. 	
      SERVICES

	 	 	 
		2.1 	
      Provision of Services. Party B agrees that it will
      provide the Services in accordance with the terms and conditions set forth
      herein, as and when requested by Party A.

	 	 	 
		2.2 	
      Service Period. Party B undertakes to provide the
      Services for the Term of this Agreement.

	 	 	 
		2.3 	
      Exclusivity. Party A hereby agrees to engage Party
      B as its exclusive provider for the Services for the Term of this
      Agreement. Without the prior written consent of Party B, Party A shall not
      directly or indirectly engage any third party to provide services that are
      identical or similar to the Services.

	 	 	 
	3. 	
      SERVICE FEE AND METHOD OF PAYMENT

	 	 	 
		3.1 	
      Service Fee. As consideration for the Services,
      Party A agrees to pay Party B a service fee (“Service Fee”)
      equivalent to Party B’s Costs in providing the Services, plus 20% - 30% of
      such Costs. The Parties agree to periodically review the Service Fee and to make adjustments to the Service
Fee as deemed appropriate to maintain an arm’s length compensation. 





	Technical Services
      Agreement 	- 2 -
    	 








		3.2 	
      Expenses. In addition to the Service Fee, Party A
      shall reimburse Party B for all Expenses incurred in the provision of the
      Services. Such Expenses shall be reimbursed at cost.

	 	 	 	 	 
		3.3 	
      Method of Payment. The Service Fee shall be
      payable, and Expenses shall be reimbursed, in arrears on a quarterly basis
      within 10 days after the end of each calendar quarter to a bank account
      designated by Party B (net of all bank handling fees). Promptly after
      receiving each payment of the Service Fee and Expenses, Party B shall
      provide Party A with an official invoice for the same.

	 	 	 	 	 
		3.4 	
      Access to Books and Records. For purposes of
      verifying the Service Fee and Expenses, Party A agrees to grant Party B
      complete access to its financial records during normal business hours upon
      receipt of reasonable written notice from Party B, provided that such
      access does not cause undue disruption to Party A’s business
      operations.

	 	 	 	 	 
	4. 	
      INTELLECTUAL PROPERTY OWNERSHIP

	 	 	 	 	 
		
      For the avoidance of doubt, the parties agree that any
      invention, modification, creation, or design created or developed by Party
      B during its performance of this Agreement, and all related copyrights,
      trademarks, patents and all other intellectual property rights, whether
      registered or not, shall be owned exclusively by Party B. Where such
      ownership is precluded due to PRC law, Party A undertakes to sign any
      documents and take, or cause to be taken, any other action necessary, to
      effect the complete and irrevocable assignment of the said ownership
      rights to Party B.

	 	 	 	 	 
	5. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 	 	 
		5.1 	
      Both Parties. Each party represents and warrants
      that, as of the date of signing hereof:

	 	 	 	 	 
			5.1.1 	
      it is a company incorporated and validly existing under
      the laws of the PRC;

	 	 	 	 	 
			5.1.2 	
      it has all due power and authority to enter into and
      perform this Agreement;

	 	 	 	 	 
			5.1.3 	
      it has obtained from the relevant government authorities
      all necessary approvals required to legally operate its business and to
      perform its obligations hereunder;

	 	 	 	 	 
			5.1.4 	
      neither the execution of this Agreement nor the
      performance of its obligations hereunder will conflict with, result in a
      breach of, or constitute a default under:

	 	 	 	 	 
				5.1.4.1 	
      its business license or any provision of its articles of
      association or any other constitutional
document;




	Technical Services
    Agreement 	- 3 -
    	 







			
       
	
      5.1.4.2 
	any applicable law, or any governmental authorization or approval;
    or
				
       

				5.1.4.3 	
      any agreement to which it is a party;

	 	 	 	 	 
			5.1.5 	
      this Agreement constitutes legal, valid, and binding
      obligations enforceable against it; and

	 	 	 	 	 
			5.1.6 	
      there is no on-going or pending dispute, action,
      arbitration, administrative procedure or other legal proceeding relating
      to its assets or itself.

	 	 	 	 	 
		5.2 	
      Party A. Party A further represents and warrants
      that, as of the date of signing hereof, it has all necessary licenses and
      approvals to engage in the provision of technology information
      services.

	 	 	 	 	 
		5.3 	
      Party B. Party B further represents and warrants
      that, as of the date of signing hereof, it is duly authorized to provide
      the Services in the PRC.

	 	 	 	 	 
	6. 	
      CONFIDENTIALITY

	 	 	 	 	 
		6.1 	
      Confidentiality Obligations. Each party
      (“Receiving Party”) shall maintain the strict confidentiality of
      any and all Confidential Information of the other party (“Disclosing
      Party”) to which it may become privy before or during the performance
      of this Agreement, and shall not disclose any such Confidential
      Information to any third party except to its relevant employees,
      affiliates, officers and advisors (as applicable) on a “need-to-know”
      basis and provided that the aforesaid recipients of Confidential
      Information are subject to written confidentiality undertakings which are
      no less strict than the obligations set forth herein. Any Confidential
      Information of the Disclosing Party which is received by the Receiving
      Party hereunder shall be used for the sole purpose of performing this
      Agreement and such other purpose as the Disclosing Party shall have
      permitted in writing.

	 	 	 	 	 
		6.2 	
      Exceptions. The disclosure of Confidential
      Information by the Receiving Party shall not be deemed a breach of its
      confidentiality obligations under the following circumstances;

	 	 	 	 	 
			6.2.1 	
      the Disclosing Party has given its prior written consent
      to the disclosure;

	 	 	 	 	 
			6.2.2 	
      the Confidential Information has entered the public
      domain through no fault or wrongful act of the Receiving Party;

	 	 	 	 	 
			6.2.3 	
      the Confidential Information has been rightfully received
      by the Receiving Party from a third party which developed such information
      independently and was not subject to any confidentiality obligation with
      regard to the same;




	Technical Services
    Agreement 	- 4 -
    	 







		
       
	
      6.2.4 
	the Confidential Information was, prior to
      this Agreement or any other separate non-disclosure agreement previously
      existing between the parties, independently developed by the Receiving
      Party without use, directly or indirectly, of the Confidential
      Information; or
	 	 	 	 
			6.2.5 	
      where the disclosure of Confidential Information is
      required pursuant to a law or court order of competent jurisdiction,
      provided that such disclosure shall be limited to the extent required by
      such applicable law or court order, and provided further that the
      Receiving Party has notified the Disclosing Party of the need to disclose
      the Confidential Information in question, such that the Disclosing Party
      shall have the opportunity to oppose the disclosure thereof by means of
      any available objections or appeals.

	 	 	 	 
	7. 	
      TERM AND TERMINATION

	 	 	 	 
		7.1 	
      Term. This Agreement will take effect on the date
      first set forth above and shall continue indefinitely with full force and
      effect until it is terminated pursuant to Article 7.2.

	 	 	 	 
		7.2 	
      Termination. This Agreement may be terminated as
      follows:

	 	 	 	 
			7.2.1 	
      with the mutual written consent of the parties;
  and

	 	 	 	 
			7.2.2 	
      by the non-breaching party by means of written notice
      with immediate effect, where the other party has breached this Agreement
      as set forth in Article 8.

	 	 	 	 
		7.3 	
      Survival. The confidentiality and payment
      obligations of the parties (including without limitation any payment
      obligations relating to the breach or termination of this Agreement),
      shall survive the termination of this Agreement for any reason
      indefinitely.

	 	 	 	 
	8. 	
      BREACH

	 	 	 	 
		8.1 	
      Breach. A party shall be deemed to be in breach of
      this Agreement if:

	 	 	 	 
			8.1.1 	
      it fails to perform its obligations under this Agreement
      fully and in a timely manner, and does not rectify any such failure within
      30 days after written demand from any other party requesting the same;
      or

	 	 	 	 
			8.1.2 	
      any representation or warranty made by such party
      hereunder proves to be or becomes materially false, misleading or
      untrue.

	 	 	 	 
		8.2 	
      Liability for Breach. If either party breaches
      this Agreement, it shall indemnify the other party against, and compensate
      it for, any damages or loss incurred as a result, including third party
      claims.

	 	 	 	 



	Technical Services
    Agreement 	- 5 -
    	 







	9. 	
      FORCE MAJEURE

	 	 	
       
		9.1 	
      A party who is not able to perform its obligations
      hereunder as a direct result of Force Majeure shall not be deemed to be in
      breach of this Agreement, provided that the following conditions are
      satisfied simultaneously:

	 	 	 	 
			9.1.1 	
      its failure to perform its obligations hereunder shall be
      directly caused by Force Majeure;

	 	 	 	 
			9.1.2 	
      it has used commercially reasonable efforts to perform
      its obligations hereunder and, has taken necessary precautions to reduce
      the losses to the other parties arising from the Force Majeure;

	 	 	 	 
			9.1.3 	
      it has immediately informed the other parties in writing
      after the occurrence of Force Majeure; and

	 	 	 	 
			9.1.4 	
      it has provided written information and supporting
      documentation, including a statement of the reasons for the delay in
      implementing or partially implementing this Agreement, within 15 days
      after the occurrence of Force Majeure.

	 	 	 	 
	10. 	
      GOVERNING LAW

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

	 	 	 	 
	11. 	
      DISPUTE RESOLUTION

	 	 	 	 
		11.1 	
      If any dispute arises in connection with this Agreement,
      the parties shall attempt in the first instance to resolve it through
      friendly consultations or mediation. If any dispute cannot be resolved
      within 30 days after the commencement of discussions, such dispute shall
      be referred to and finally resolved by arbitration in Beijing under the
      auspices of the China International Economic and Trade Arbitration
      Commission in accordance with the Commission’s then-current arbitration
      rules. The arbitration shall be conducted in both the Chinese and English
      languages before a tribunal of 3 arbitrators appointed in accordance with
      the said rules.

	 	 	 	 
		11.2 	
      The arbitral award shall be final and binding on the
      parties. The winning party may, at the cost and expense of the losing
      party, apply to any court of competent jurisdiction for enforcement of
      such arbitral award.

	 	 	 	 
		11.3 	
      During the period when the dispute is being resolved,
      except for the matters under dispute, the parties shall continue
      performing this Agreement in all respects.

	 	 	 	 
	12. 	
      MISCELLANEOUS

	 	 	 	 
		12.1 	
      Notices. All notices or other communications
      hereunder shall be written in English, and delivered in person (including
      by courier), by first class mail or facsimile, to the addresses set forth
      below. A notice shall be deemed to have been delivered (a) on the date of
      signing of the delivery receipt in the case of delivery in person (including by courier); (b) on the
10th day of the mailing date in the case of delivery by mail; and (c)
on the date recorded in the transmission record in the case of facsimile, unless
delivery is made after 5 pm on a Business Day or on a non-Business Day in the
place of receipt, in which case delivery shall be deemed to occur at 9 am on the
following Business Day.





	Technical Services
    Agreement 	- 6 -
    	 








	 	Party A: 	Tianjin Sevenstarflix Network Technology
      Limited 
	 	  	  
		Address: 	Suite 305-55, 3/F, Zonghe Service Building D,
      Nangang Industrial Zone of Tianjin Economic Development Zone, Tianjin, PRC
    
	 	Tel: 	+86 10 8590 6578 
	 	Fax: 	+86 10 8590 6577 
	 	Attn: 	Mei Chen 
	 	  	  
	 	Party B: 	YOU On Demand (Beijing) Technology Co.,
      Ltd. 
	 	  	  
		Address: 	Suite 2603, 26/F, Tower A, 10 Jintongxi Road,
      Chaoyang District, Beijing, PRC 
	 	Tel: 	+86 10 8590 6578 
	 	Fax: 	+86 10 8590 6577 
	 	Attn: 	Grace He 



	 	12.2 	
      Entire Agreement. This Agreement and its appendix
      attached hereto constitute the entire agreement between the parties in
      respect of the subject matter hereof and shall supersede any previous
      discussions, negotiations and agreements related thereto.

	 	 	 
	 	12.3 	
      Amendment. This Agreement may be amended only by a
      written agreement signed by the parties, which amendment shall be attached
      to this Agreement as an Appendix. If required by law, the parties shall
      obtain all requisite approvals from the relevant authorities to give
      effect to the amendment.

	 	 	 
	 	12.4 	
      No Waiver. Unless otherwise agreed upon by the
      parties in writing, any failure or delay on the part of either party to
      exercise any right, authority or privilege under this Agreement, or under
      any other related agreement, shall not operate as a waiver thereof; nor
      shall any single or partial exercise of any right, authority or privilege
      preclude any other future exercise thereof.

	 	 	 
	 	12.5 	
      Severability. The provisions of this Agreement are
      severable from each other. The invalidity of any provision of this
      Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement.

	 	 	 
	 	12.6 	
      Taxes and Fees. Unless otherwise stipulated
      herein, each party shall be responsible for any stamp duties, taxes and
      out-of-pocket expenses (including legal fees) incurred by it in connection
      with the preparation and performance of this Agreement.

	 	 	 
	 	12.7 	
      Successors. This Agreement shall be binding upon
  the parties, their respective successors and assigns (if any). 





	Technical Services
      Agreement 	- 7 -
    	 








	 	12.8 	
      Assignment. Party A shall not assign any its
      rights or obligations hereunder without the prior written consent of Party
      B. Party B shall have the right to assign all or any of its rights or
      obligations under this Agreement to any third party (whether a natural
      person or legal entity) at any time. Party A shall cooperate fully with
      Party B to affect any such assignment, including without limitation
      signing any documentation.

	 	 	 
	 	12.9 	
      Counterparts. For the convenience of the parties,
      this Agreement may be executed in any number of counterparts. Each such
      counterpart shall be deemed to be an original instrument, and all such
      counterparts shall together constitute one and the same
  instrument.

	 	 	 
	 	12.10 	
      Languages and Versions. This Agreement is executed
      in two (2) original English language sets. Each party shall retain one (1)
      such original set.



[The space below is intentionally left blank.] 

	Technical Services
      Agreement 	- 8 -
    	 






IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives on the date
first indicated above.

For and on behalf of
Tianjin Sevenstarflix Network
Technology Limited
(Company Seal)


	Signature: 	/s/
      Zhu Yun 
	Name: 	Zhu Yun 
	Title: 	Legal Representative 



For and on behalf of
YOU On Demand (Beijing)
Technology Co., Ltd. 
(Company Seal)


	Signature: 	/s/
      Wang Bao Yun 
	Name: 	Wang Bao Yun 
	Title: 	Legal Representative





	Signature Page to
      Technical Services Agreement 






Appendix I 

Scope of Services 

	1. 	
      Technical Services. Party B will provide technical
      services and training to Party A, taking advantage of Party B’s advanced
      software development and system integration technologies to improve Party
      A’s system integration. Such technical services shall include:

	 	 	 
		(a) 	
      administering, managing and maintaining information
      application systems and website system infrastructure;

	 	 	 
		(b) 	
      providing system optimisation plans and implementing
      optimisation features;

	 	 	 
		(c) 	
      procuring, installing and supporting Party B’s products,
      and providing training regarding the use of those products;

	 	 	 
		(d) 	
      managing and maintaining networks and providing
      technology to assure the reliability and efficiency thereof; and

	 	 	 
		(e) 	
      providing information technology services and assuring
      the reliable operation of information infrastructure.

	 	 	 
	2. 	
      Marketing and Management Consulting. For the
      purposes of expanding Party A’s market share, marketing its products and
      creating an efficient internal operation for Party A, Party B will provide
      consulting services regarding marketing and management. Such consulting
      services shall include:

	 	 	 
		(a) 	
      providing strategic co-operation proposals and
      recommending partners to Party A, and assisting Party A to establish and
      develop cooperative relationships with partners for the development of
      information networks and value-added telecommunication services;

	 	 	 
		(b) 	
      providing Party A with market development strategies,
      including without limitation advice on the design and improvement of Party
      A’s products, services and business model; and

	 	 	 
		(c) 	
      training management personnel and providing management
      consultation services, including without limitation regular business
      training for Party A's management personnel and formulating practical and
      effective solutions to existing problems with respect to Party A’s
      business operations.

	 	 	 
	3. 	
      Finance Support. Party B will provide Party A with
      finance-related services with respect to Party A’s business, including
      without limitation:

	 	 	 
		(a) 	
      management of accounts
payable;




	Appendix I 	- 1 -
    	 







		(b) 	
      administration and reimbursement of expenses;

	 	 	 
		(c) 	
      asset management and project accounting;

	 	 	 
		(d) 	
      management of general ledger, procurement and cashier;
      and

	 	 	 
		(e) 	
      financial analysis.

	 	 	 
	4. 	
      Human Resources Support. Party B will provide
      Party A with advice and assistance in the management of its workforce,
      including without limitation:

	 	 	 
		(a) 	
      generating and managing employment contracts, amendments
      and renewals;

	 	 	 
		(b) 	
      administering payroll;

	 	 	 
		(c) 	
      administering benefits;

	 	 	 
		(d) 	
      withholding and remitting individual income tax (IIT) and
      social taxes on behalf of Party A and Party A’s employee;

	 	 	 
		(e) 	
      recruiting new staff in accordance with Party A’s
      instruction;

	 	 	 
		(f) 	
      terminating the employment of staff in accordance with
      Party A’s instructions; and

	 	 	 
		(g) 	
      providing, supporting and managing human resources
      information system.




	Appendix I 	- 2 -