Exhibit 10.16


 


  


Cooperation
Agreement on German Language Program 


 


between



 


Beijing
Foreign Studies University Tongwen Educational Center 


 


and



 


China
Liberal Education Technology Development Co., Ltd.





 


 


 


 


January
2019


 


 


 


Agreement
No. XYZ No. 2019002


 




     


     


    

 


Cooperation
Agreement on German Language Study Abroad Program 


 


In
order to promote the internationalization of Chinese education, provide more international education programs that meet the demand
of talent development for society, and in line with the principles of strong and win-win cooperation and revenue sharing, Beijing
Foreign Studies University Tongwen Educational Center and China Liberal Education Technology Development Co.,Ltd. have reached
the following agreement upon full consultation, and both parties shall strictly abide by the principles and carry out activities
under the Agreement. 


 


Article
I Parties to the Agreement 


 


Party
A: Beijing Foreign Studies University Tongwen Educational Center 


 


Address:
No.2, Xisanhuan North Road, Haidian District, Beijing 


 


Legal
Representative: Gao, Xiaodong 


 


Contact
person: Yao, Shengfeng 


 


Contact
number: (010) 8881 8388 


 


Party
B: China Liberal Education Technology Development Co.,Ltd. 


 


Address:
Room A-1301, Floor 2, Building 3, No.30 Yard, Shixing Street, Shijingshan District, Beijing 


 


Legal
Representative: Lin, Yiyi 


 


Contact:
Tang, Ming 


 


Contact
number: 1381 0948 989 


 


Article
II Introduction to both Parties 


 


	I.	Party
                                         A is an independent legal entity directly under Beijing Foreign Studies University, which
                                         conducts admission, teaching and management of preparatory training for studying abroad
                                         in the name of “Continuing Education College of Beijing Foreign Studies University”
                                         and “Training Department of Study Abroad Candidates of Beijing Foreign Studies
                                         University”. 



 


	II.	Party
                                         B is a well-known international education service organization in China with a good social
                                         reputation. 



 


Article
III. Contents and principles of cooperation 


 


	I.	In
                                         addition to the independent admission by Party A, Party A authorizes Party B to act as
                                         an agent for admission of students who apply for German Language Program and student’s
                                         application for foreign university, study abroad service and visa application for the
                                         German Language Program established by Party A. The German Language Study Abroad Program
                                         shall be run at the less popular language campus of Beijing Foreign Studies University
                                         (Zizhuyuan Campus); Party B shall not collect any fees from any third party in the name
                                         of admission or Party A. 



 






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	II.	Party
                                         A shall be responsible for teaching management, student management, teaching hardware
                                         and faculty of German Language Study Abroad Program.



 


	III.	Party
                                         B shall not, at any time and under any circumstance, be entitled to enter into any agreement
                                         or contract or relevant Letter of Authorized Intent with any institution or individual
                                         on behalf of or in the name of Party A (unless an agreement is otherwise signed); Party
                                         B shall not engage in any other activities in the name of Party A, which are irrelevant
                                         to the cooperation program or beyond the scope of cooperation (unless an agreement is
                                         otherwise signed). 



 


	IV.	Party
                                         B shall not use any network or print media such as text, audio, video, website, WeChat
                                         official account, which are relevant to Party A’s identity and open to the public without
                                         the written consent of Party A,; Party B shall not list Party A as a business institution
                                         related to Party B. The name authorized by Party A to Party B shall not be listed as
                                         a cooperation organization of an affiliate of Party B without Party A’s consent. 



 







	IV.	Within
                                         10 working days upon signing the Agreement, Party B shall pay Party A a deposit of RMB
                                         200,000 Yuan (In words: RMB two hundred thousand Yuan only), which shall be refunded
                                         to Party B within 10 working days upon termination of the cooperation as determined by
                                         both parties, provided that Party B does not breach any provision under the Agreement.
                                         If Party B breaches the Agreement during the cooperation period, Party A may unilaterally
                                         deduct corresponding amount of deposit paid by Party B in accordance with the provisions
                                         of the Agreement. 



 


The
above clauses are fundamental clauses, and any breach of contract by either party shall be deemed as a fundamental breach of contract,
who shall be liable for the breach as specified under the Agreement, and shall bear all direct and indirect losses caused to the
non-breaching party by the breach of contract. 


 


Article
4 Rights and responsibilities of both Parties 


 


	I.	Rights and responsibilities
of Party A 




 


		1.	Party
                                         A authorizes Party B to act as the agent for admission, university application and visa
                                         services for German Language Study Abroad Program; Party A shall not seek to enter into
                                         cooperation agreements with other institutions on similar German study abroad program
                                         that is signed with Party B during the validity period of the Agreement. 



 


		2.	Party
                                         B shall be entitled to supervise and guide Party B’s admission, university application
                                         and visa service process; and be entitled to review all public admission information
                                         released by Party B. 



 


		3.	Party
                                         B shall be entitled to finally decide the admission of students recruited by Party B,
                                         and obligated to issue a Acceptance Letter to any student who meets the admission requirements,
                                         and whom recruited by Party B. 



 






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		4.	Party
                                         A shall be obliged to pay Party B the commission for admission service, university application
                                         fees and visa services fees in accordance with the provisions of the Agreement. 



 


		5.	The
                                         teaching plan for which Party A is responsible is limited to course design and teaching
                                         hours. Other objective reasons, such as whether the teaching objectives can meet the
                                         standards for studying abroad, the scores obtained by the students in the academic tests
                                         organized by a third party, the students’ knowledge base and learning attitude, etc.,
                                         can not be completely controlled by Party A, for which Party A shall not bear any responsibility
                                         or loss caused to Party B or all the students in the program. 



 


		6.	Party
                                         A shall be obliged to provide students with the necessary documents such as Certificate
                                         of Full Time Student and transcripts, etc. to support their successful application to
                                         universities abroad. However, as a teaching unit, Party A does not and will not revise
                                         any marks on transcripts nor issue false transcripts. 



 


	II.	Rights and responsibilities
of Party B 




 


		1.	Party
                                         B shall be entitled to obtain admission service commission, university application fees,
                                         visa services fees and rebates from foreign universities in accordance with the provisions
                                         of the Agreement. 



 


		2.	Party
                                         B shall be entitled to publicize and recruit students in the name authorized by Party
                                         A upon confirmation by Party A; and maintain Party A’s reputation and brand image during
                                         the cooperation and upon termination of cooperation, and bear any direct and indirect
                                         loss caused to Party A as a result thereof. 



 


		3.	Party
                                         B shall be obligated to bear all the expenses involved in the program promotion, publicity
                                         and admission process (such as transportation expenses, site costs, publicity expenses,
                                         personnel remuneration, etc.), and bear the economic and legal liabilities arising thereof.
                                         



 


		4.	Party
                                         B shall be obliged to accept supervision and management by Party A to admission work
                                         within the validity period of the Agreement, carry out the admission in a practical approach,
                                         and undertake not to make any false, exaggerated publicity or unauthorized commitment.
                                         All admission information shall be subject to Party A’s public information or information
                                         reviewed by Party A, and shall solely bear all consequences caused by negligence or false
                                         publicity of admission. 



 


	5.	Party A entrusts Party B
to handle university application and visa service for students, and Party B shall ensure to provide a professional team and maintain
a good service attitude and do its best to serve students. Party B shall be liable for any loss and compensation caused to the
students by the failure of university application or visa service due to Party B’s own reasons or negligence in work. If
Party A advances for any compensation and loss, Party A may recover the advance from Party B. 




 






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Article
5 Financial provisions


 


	I.	Tuition rate 




 


	1.	Both Parties confirm the
following rates for the German Language Program: 




 


	1)	One-year tuition: 58,000.00
Yuan/Student/Academic year; Accommodation: 8000 Yuan/Student. 




 


	2)	University application and
visa service fees: 15,000 Yuan/Student. 




 


		2.	Within
                                         the validity period of the Agreement, Party A shall be entitled to adjust the rate of
                                         tuition, accommodation fees, university application fees and visa service fees unilaterally
                                         in accordance with the overall market situation and the program implementation status.
                                         



 


		II.	Agreement
                                         on number of enrolled students: Both parties confirm that the minimum number of students
                                         enrolled in each German Language Study Abroad Program shall be 20. 



 


		III.	Settlement
                                         standard for admission service fees is as follows 



 


	1.	Payment standard of admission
agency fee 




 


	1)	Party
                                         B shall receive 36% of the total tuitions paid by all students enrolled in the German
                                         Language Program when the number of students enrolled in the Program reaches or exceeds
                                         30 or more each year. 



 


		2)	Party
                                         B shall receive 34% of the total tuitions paid by all students enrolled in the German
                                         Language Program when the number of students enrolled in the Program reaches or exceeds
                                         25 or more each year. 



 


		3)	Party
                                         B shall receive 30% of the total tuitions paid by all students enrolled in the German
                                         Language Program when the number of students enrolled in the Program reaches or exceeds
                                         20 or more each year. 



 


		4)	Party
                                         B shall receive 28% of the total tuition fees paid by all students enrolled in the German
                                         Language Program when the number of students enrolled in the Program reaches or exceeds
                                         15 per year. 



 


	5)	If the number of students
enrolled in the German Language Program by Party B is less than 15 (excluding) per year, the admission service fee of Party B
shall be reduced by 2% for each decrease of student number in accordance with the standard of 15 students. 




 


	IV.	Calculation method of admission
service fees




 


	1.	Party
                                         B shall guarantee that the admitted students shall pay a deposit of RMB 8,000 Yuan to
                                         the account designated by Party A prior to the official start date of each academic term
                                         under the guidance of Party B, and shall make full payment upon student registration.
                                         The student shall be counted as a completed case of service for Party B if there is no
                                         refund within one month upon official start date of an academic term. 



 


Note:
The deposit paid by students may be offset against the tuition of the same amount upon student registration. If a student fails
to enroll in any program of Party A, the fee shall be refunded to the payer. 


 






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		2.	If
                                         the student fails to pay the deposit through Party B, or in case of any conflict with
                                         Party A’s independent admission or other admission agency, Party B shall waive the admission
                                         service fee even if there is evidence that Party B has participated in the whole consultation
                                         process and the student finally pays the deposit or the full payment to Party A through
                                         another institution, and the student shall be deemed as a candidate recruited by this
                                         institution. 



 


		3.	The
                                         settlement date of admission service fee shall be 45-55 days upon official start date
                                         of an academic term of the enrolled students. Party A shall pay Party B 90% of the current
                                         year’s admission service fee within 20 working days upon confirmation of the number of
                                         student enrollment in writing. The second settlement shall be made within 30 working
                                         days upon the official start date of the second academic term. 



 


Note:
If there is any refund prior to the second settlement, Party A shall settle the account upon deduction of the refund proportion
to be borne by Party B. 


 


	V.	Tuition refund standard 




 


		1.	All
                                         the students recruited by Party B must comply with the refund system formulated by Party
                                         A. If an academic term starts for less than two weeks, Party A shall refund 90% of the
                                         tuitions to a student who requests to drop out. Within one month upon start of an academic
                                         term, Party A shall refund 70% of the tuitions to a student who requests to drop out.
                                         In principle, Party A shall not bear the obligation of refund (except in special cases)
                                         when a student requests to drop out one month upon start of an academic term. 



 


		2.	Both
                                         parties agree that in the event of refund, the following standard shall apply: Party
                                         B shall not be entitled to any admission service fee when a refund for a student occurs
                                         within one month upon start of an academic term. Party A shall pay Party B 15% of the
                                         deducted amount as the admission agent fee in case of refund in special circumstances
                                         after one month upon start of an academic term. Party A shall deduct the refund amount
                                         to be borne by Party B at the second settlement. 



 


	VI.	Settlement standard and payment
method of information fee (if any) 




 


		1.	Where
                                         Party A provides Party B with the list of students with overseas study intention and
                                         information via its own resources, and Party B collects the tuition payment by any student
                                         upon in-depth consultation and follow-up, Party B shall be obliged to pay Party A 25%
                                         of the total tuitions paid by the student as Party A’s information fee, which may be
                                         offset against the settlement when both parties settle the account. 



 


		2.	In
                                         order to avoid the conflict between the source of students recommended by Party A and
                                         that recommended by other cooperative organizations similar to Party A, both parties
                                         agree that the settlement shall be made in accordance with the standards formulated by
                                         Party B, namely, Party B shall identify a student source recommended by the cooperative
                                         organization in accordance with the student information (name, effective contact information)
                                         submitted to Party B in order of time (accurate to minute) for all cooperative organizations
                                         of the same or similar nature to Party A. 



 






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	VII.	Settlement standard and method
of student service fees (if any) 




 


		1.	Party
                                         A shall collect the commissions for university application and visa service involved
                                         in the German Language Program. 



 


	2.	University application and
visa service fees rates




 


		1)	The
                                         university application service fee for the German Language Study Abroad Program is RMB
                                         10,000 Yuan/Student (In words: RMB 10,000 Yuan only). 



 


		2)	Student
                                         visa service fee for German Language Study Abroad Program is RMB 5,000 Yuan/Student (In
                                         words: RMB 5,000 Yuan only). 



 


	3.	Settlement standard and method
of student service fees 




 


		1)	After
                                         Party A deducts 30% of the total payment of university application service fee made by
                                         the students, the remaining part shall be obtained by Party B. 



 


		2)	By
                                         December 30 of each year, Party A shall pay Party B 60% of the total payment of university
                                         application service fee. Within 10 working days after all the current students have received
                                         the Acceptance Letter of university (including the Acceptance Letters for language courses
                                         or preparatory courses), Party A shall pay the remaining 40% of application service fee
                                         to Party B, and Party A shall pay the visa service fee to Party B in a lump sum within
                                         10 working days after the students have obtained the official visa. 



 


		3)	Party
                                         B shall refund the service fees to Party A if any student fails to be accepted by any
                                         university or fails to obtain a visa. 



 


	VIII.	Settlement
standard and method for rebates of the foreign university (if any) 




 


		1.	Party
                                         B may integrate its own resources to recommend quality overseas universities to Party
                                         A for academic cooperation. After Party A and Party B conclude an academic or cooperative
                                         agreement, the university shall be deemed as the overseas study resources that Party
                                         B expands for Party A. If the recommended foreign university formally signs an agreement
                                         with Party A or a confirmation letter has been issued by the foreign university, Party
                                         B undertakes not to recommend the foreign university to other schools of Beijing Foreign
                                         Studies University, otherwise it will be regarded as a fundamental breach of contract.
                                         



 


		2.	Where
                                         Party A’s students (including those not recruited by Party B) are finally provided with
                                         university application and visa services by Party B, and the foreign cooperative university
                                         shall have a rebate, both parties shall receive 50% of the total rebate by the foreign
                                         university. The settlement time by both parties shall be within three calendar months
                                         after the students enroll in the foreign university. 



 


		3.	If
                                         Party A has an evidence to show that the rebate of a foreign university exceeds the proportion
                                         or amount of the rebate of the foreign university reported by Party B, Party A shall
                                         be entitled to terminate the agreement immediately without any liability. 



 






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	IX.	Payment instruction




 


		1.	Party
                                         A shall use the financial account of Beijing Foreign Studies University Tongwen Educational
                                         Center to settle the admission service fee and information service fee; in the settlement
                                         of university application and visa service fee, and Party A use the financial account
                                         of BFSU (Beijing) International Cultural Exchange Co., Ltd., the company to which Party
                                         A belongs, to settle any rebate by the foreign university. 



 


		2.	The
                                         name of the financial account used by Party B shall be the same as the name of the company
                                         sealing and signing the Agreement, otherwise Party A shall not settle the payment. 



 


	3.	Each party shall bear the
corresponding taxes. 




 


	X.	Financial settlement account
information 




 


	1.	Party A’s settlement
account information 




 


Account
name: Beijing Foreign Studies University Tongwen Educational Center 


 


Bank
of deposit: Bank of Communications Wanliu Sub-branch 


 


Account
No.: 


 


Identification
No.: 


 


Account
name: BFSU (Beijing) International Cultural Exchange Co., Ltd


 


Bank
of deposit: China Construction Bank Beijing Foreign Studies University Sub-branch 


 


Account
No.: 


 


Identification
No.: 


 


2.
Party B’s settlement account information 


 


Name
of account: China Liberal Education Technology Development Co.,Ltd.


 


Opening
Bank: Bank of Communications Beijing Haidian Sub-branch 


 


Account
No.: 


 


Article
6 Breach of contract


 


		I.	If
                                         either party breaches the Agreement and causes any loss to the other party, remedial
                                         measures shall be taken in the first place and compensation shall be paid accordingly.



 






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		II.	Both
                                         parties shall, in good faith and in accordance with the provisions of the Agreement,
                                         pay the other party the proceeds due, and in special circumstances shall communicate
                                         with the other party in advance, and the payment may be postponed with the understanding
                                         of the non-breaching party. The non-breaching party shall be exempted from liability
                                         if the the other party fails to comply with the provisions of the Agreement. If there
                                         is no fundamental reason or the reason is not understood by the non-breaching party,
                                         the breaching party shall pay a overdue fine to the non-breaching party at a rate of
                                         three-thousandth of the payment per day. 



 


		III.	When
                                         Party B breaches the fundamental clause, which is discovered by Party A, Party A may
                                         unilaterally make a decision to punish Party B with a penalty of RMB 100,000 Yuan per
                                         time. Party A may directly deduct the penalty from Party B’s admission service fee and
                                         other fees. If the paid fee is insufficient to cover the penalty, Party A shall be entitled
                                         to claim the penalty against Party B. If Party B breaches the Agreement twice or more,
                                         Party A may terminate the Agreement immediately and unilaterally, and shall not pay any
                                         fee to Party B, and shall be entitled to claim any direct and indirect loss caused to
                                         Party A by Party B’s breach of the Agreement. 



 


		IV.	If
                                         either party seriously breaches the Agreement and causes any loss to the other party,
                                         the non-breaching party shall be entitled to claim the legal liability and economic compensation
                                         against the breaching party. 



 


Article
7 Termination 


 


		I.	Under
                                         any circumstances, in the event of termination of the Agreement, Party B shall not engage
                                         in any activities in the name authorized by Party A from the date upon termination of
                                         the Agreement. Within 2 days, Party B shall remove and replace all the signs, exhibits,
                                         audio and video materials, website information representing Party A’s identity and return
                                         all the materials belonging to Party A, otherwise Party B shall be deemed as breaching
                                         the fundamental clause of the Agreement, which shall not be affected by the termination
                                         of the Agreement. Party A shall be entitled to claim legal liability and responsibility
                                         of compensation against Party B’s for any direct and indirect loss caused to Party A.
                                         



 


		II.	Within
                                         the validity period of the Agreement, Party A and Party B may terminate the Agreement
                                         in advance upon consensus through negotiation and confirmation in writing. 



 


	III.	If
                                         either Party A or Party B breaches the provisions of the Agreement, the Non-breaching
                                         Party may terminate the Agreement unilaterally if the Non-breaching Party fails to take
                                         any remedial measures or make any correction within 10 days after the Non-breaching Party
                                         raises objection, or the Non-breaching Party repeats the breach of contract. 



 


	IV.	Party
                                         B fails to perform the provisions of the Agreement with all due diligence during the
                                         validity of the Agreement; Party A shall be entitled to terminate the Agreement unilaterally
                                         if there is no obvious admission activity upon commencement of April each year. 



 






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Article
8 Effectiveness of the Agreement 


 


	I.	The
                                         Agreement shall be made in duplicate, one for each Party, and shall come into effect
                                         upon signatures and seals. If Party B is able to complete the minimum enrollment number
                                         every year and strictly comply with the provisions of the Agreement, the Agreement shall
                                         be automatically extended for another year, but not be extended for more than three years.
                                         If both parties continue to cooperate after the third year, a new cooperation agreement
                                         shall be signed. 



 


	II.	Upon
                                         expiration or early termination of the Agreement, Party A and Party B shall each assume
                                         responsibility for the started program until the program conclusion. 



 


		III.	The
                                         exchange of information between the two Parties may be conducted in the following manner:
                                         Any information that requires confirmation in writing as provided in the Agreement must
                                         be confirmed in writing; Other information that not explicitly requires conformation
                                         methods may be confirmed through other means such as QQ, WeChat chat records, and e-mail
                                         correspondences, which communication records can be used as direct evidence. 



 


		5.	Upon
                                         termination of the Agreement, unless otherwise agreed in the Appendix, all the Appendixes
                                         hereto shall be terminated simultaneously. 



 


Article
9 Dispute resolution 


 


If
any matter that not stipulated or covered in the agreement during the execution process occurs, both parties shall settle the
matter through consultation, and sign a supplementary agreement upon consensus. If any conflict occurs between the Appendix and
the Agreement, the Appendix shall prevail. If any negotiation fails, either party may file a lawsuit for resolution to the people’s
court of the place where Party A is located. 


 


-
End of text –


 


 


	Party
    A: Beijing Foreign Studies University Tongwen Educational Center 	 	Party
    B: China Liberal Education Technology Development Co., Ltd.	
	Signature
    and seal: 	Signature
    and seal: 
	Legal
    representative (Signature): Gao, Xiaodong	Legal
    representative (Signature): Lin, Yiyi
	Date
    of signature: January 22nd, 2019	Date
    of signature: January 22nd, 2019


 





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