Exhibit 10.10


 


EXCLUSIVE TECHNOLOGY


CONSULTING AND
SERVICE AGREEMENT


 


THIS EXCLUSIVE TECHNOLOGY
CONSULTING AND SERVICE AGREEMENT  (the “Agreement”)
is made and entered
into as of January 28, 2010, by and between the following parties:


 


Party A: BEIJING ANHUI
WANXING SCIENCE & TECHNOLOGY CO., LTD. Registered Address: Room 302,
38 Guangqudong Road, Chaoyang District, Beijing, P.R.C.


 


Party B: BEIJING TUOZHAN
INDUSTRIAL & TRADING DEVELOPMENT CO., LTD. Registered Address: 292
Zhangjiadian, Shibalidian Town, Chaoyang District, Beijing


 


WHEREAS,


 


1.          Party A, a wholly
foreign-owned enterprise duly established and valid existing under the laws of
the People’s Republic of China (the “PRC”), owns
resources to provide relevant technology consulting and services.


 


2.          Party B is a limited
liability company duly established and valid existing under the PRC laws. Party
A agrees to provide to Party B technology consulting and related services, and
Party B agrees to accept such services provided by Party A in accordance with this
Agreement.


 


NOW THEREFORE, through mutual
negotiations, the Parties hereto agree as follows:


 


1.          Technology
consulting and Services, Sole and Exclusive Interests


 


1.1        During the term of this
Agreement, Party A agrees to provide to Party B the technology consulting and
services and other significant resources necessary for the operation of Party B’s
business in accordance with this Agreement, including but not limited to:


 


(1)   Provision
of services of market study, business strategy, marketing consulting, technique
training, data base marketing in the fields of sales of automobiles, automobile
parts and post-market services of automobiles (second-hand automobiles, car
rental, automobile financing, automobile insurance, automobile repair and
maintenance, auto club, etc.) and customers referral;


 


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(2)   Provision
of intellectual property (such as trademark, patent, know-how and so forth)
which is solely owned by Party A and necessary for the operation and development
of Party B’s business;


(3)   Secondment
to Party B of senior management personnel, senior technical personnel and
marketing team who grasp abundant resources of cars and parts suppliers and
maintain close relationship with those suppliers;


(4)   Human
resource consulting;


(5)   Provision
of Contacts for product purchase;


(6)   Legal
issue consulting;


(7)   Finance
consulting and support;


(8)   Investment
consulting and management;


(9)   Consulting
on the establishment and operation of 4S shops and project consulting;


(10) Other
consulting and services required by Party B in associate with the variation of
market.


 


1.2        Party B hereby agrees to accept such technology consulting and services
provided by Party A. Party B further agrees that, during the term of this Agreement,
it shall not accept the technical consultation and service provided by any
third party other than Party A without the prior written consent of Party A.


 


1.3        Party A shall be the sole
and exclusive owner of all right, title and interests and intellectual property
rights arising from this Agreement (including
but not limited to, copyrights, patent, know-how, commercial secrets and so
forth), regardless it is developed by Party A or by Party B based on Party A’s
intellectual property right.


 


2.         Payments
for the technical consultation and service(“Consulting Fees”)


 


2.1        Both parties agree that the
Consulting Fees shall be paid per quarter in accordance with the consulting and
service actually provided by Party A. Party A has the right, solely at its discretion,
to determine the amount of the Consulting Fees, and both parties agree to, at
Party A’s discretion, amend or enter into supplementary agreement in respect of
the provisions under this Agreement regarding Consulting Fees. The Consulting
Fees could be 100% of Party B’s quarterly profit.


 


2.2        Except for the Consulting
Fees mentioned in the preceding paragraph, Party B agrees to reimburse Party A
for all necessary expenses in relation to performing this Agreement, including
but not limited to, travelling expenses, service fees, and out-of-pocket
expenses, etc.


 


2.3        Except for the Consulting
Fees, Party B agrees to reimburse Party A the tax, customs and other
expenditures (income tax is not included) paid by Party A in favour of Party B
in relation to this Agreement.


 


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2.4        Party B shall provide Party
A with a report in relation to Consulting Fees (“Consulting
Fees Report”) in accordance with this Agreement within three (3) business
days after each quarter and Party B shall remit the amount in RMB to the bank
account designated by Party A within two (2) business days after
delivering such Consulting Fees Report. 
Party B shall subject to a late fee of a 12% annual interest (compound
interest) from the date of default if fails to pay Consulting Fees and other
payable fees hereunder timely.


 


2.5        Party B shall maintain a
separate bank account for the Consulting Fees under this Agreement. Party A is
entitled to appoint its employees or PRC or international accountants to review
or audit the account books in relation to the consulting service from time to
time.  The fees payable to the accountant
shall be paid by Party A itself. Party B shall provide to Party A’s employees
or accountants any convenience and assistance required and all documents,
account books, records, materials and information deemed necessary by such
persons  The auditing report issued by
Party A’s employee shall be final and conclusive unless Party B issues written
objection within seven (7) days after receiving such report.  The report issued by the accountant shall be
final and conclusive. Party A is entitled to serve written payment notice on
Party B at any time after receiving the audit report according to the
consulting fee confirmed by the audit report. Party B shall pay within seven (7) days
after receiving the notice in accordance with Article 2.4.


 


2.6        All payment payable by
Party B to Party A shall be after tax, bank handing charge or any other
expenses.


 


3.         Representations
and Warranties


 


3.1    Party
A hereby represents and warrants as follows:


 


3.1.1        It
has the authority to enter into and perform this Agreement in accordance with
its Articles of Association and business scope, and has taken all necessary
action to get authorization, consent and approval from third party and/or
competent government authorities, and will not conflict with any agreement or
laws binding on it.


 


3.1.2        Upon
execution, this Agreement shall constitute a legally binding document on Party
A and shall be enforceable in accordance herewith.


 


3.2    Party
B hereby represents and warrants as follows:


 


3.2.1        Party
B is a company duly registered and valid existing under the law of the PRC, and
is authorized to enter into this Agreement.


 


3.2.2        Party
B has the authority to execute and perform this Agreement in accordance with
its Articles of Association and its business scope, and has taken all necessary
action to obtain all consents and approval to execute and perform this
Agreement, and will not conflict with any agreement or laws binding on it.


 


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3.2.3        Upon
execution, this Agreement shall constitute a legally binding document on Party
A and shall be enforceable in accordance herewith.


 


4        Confidentiality


 


4.1        Party B agrees to make
reasonable effort to protect and maintain the confidentiality of Party A’s
confidential data and information acknowledged or received in the exclusive
technology consulting and service provided by Party A (“Confidential
Information”).  Party B shall
not disclose, grant or transfer to any third party of such Confidential
Information. Upon termination of this Agreement, Party B shall, upon Party A’s
request, return to Party A or destroy of any document, material or software
contained any of such Confidential Information, and shall completely delete any
of such Confidential Information from any memory device, and shall not use or
permit any third party to use such Confidential Information.


 


4.2        The both Parties agree that
the provisions of this Article shall survive notwithstanding the
alteration, revocation or termination of this Agreement.


 


5        Indemnities


 


5.1        Party B shall indemnify
Party A against any loss, damage, liability or expenses suffered by Party A as
a result of or arising from any litigation, claim or compensation request in
other forms related to the consulting and service under this Agreement.


 


6        Effectiveness and Term of this Agreement


 


6.1        This Agreement shall be
executed and come into effect as of the date first set forth above. The term of
this Agreement shall be ten (10) years unless earlier terminated as set
forth in this Agreement or other written agreements entered into by the parties
hereof.


 


6.2        This Agreement shall be
terminated upon written confirmation from both Parties before termination.
Otherwise this agreement shall be extended by another ten (10) years.


 


7        Termination of the Agreement


 


7.1        The Agreement shall be
extended automatically upon the expiration of this Agreement unless it is
terminated in accordance with this Agreement.


 


7.2        During the term of this
Agreement, Party B may not terminate this Agreement except in the case of Party
A’s gross negligence, fraud, or other illegal action or bankruptcy of Party A.
Notwithstanding the above, Party A may terminate this Agreement with issuing a
written notice to Party B thirty (30) days in advance.


 


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7.3        The rights and obligations
of the both Parties under Article 4 and Article 5 of this Agreement
shall survive after the termination of this Agreement.


 


8        Dispute Settlement


 


8.1        With regards to any dispute
in relation to the interpretation or implementation of this Agreement, the
Parties shall negotiate friendly to settle the dispute. In case no settlement
can be reached through consultation, each Party can submit such matter to China
International Economic and Trade Arbitration Committee for arbitration
according to the current effective arbitration rules. The arbitration shall be
held in Beijing. The arbitration proceedings shall be conducted in Chinese. The
arbitration award shall be final and binding on the Parties.


 


9        Force Majeure


 


9.1        Force Majeure Event (“Event”) refers to any event beyond control of the affected
party and unavoidable with reasonable caution, which shall include but not
limit to, government acts, nature disasters, fire, explosion, typhoon, flood,
earthquake, tidal wave, lightning or war. 
However, any lack of credit, assets or financing shall not be deemed as
an event beyond control of a party. The party claiming the Force Majeure and
seeking a waiver of its obligations hereunder shall promptly inform the other
party the Force Majeure and the procedure to fulfil its obligations hereunder.


 


9.2        If performance of this
Agreement is delayed or prevented due to Force Majeure set forth in the
preceding paragraph, the affected party shall not subject to any liability
hereunder arising from the obligations so delayed or prevented. The affected
party shall make reasonable effort to reduce or diminish the effect from such
Event, and shall make reasonable efforts to resume its performance. Both
parties shall resume the performance with best effort upon elimination of such
Event.


 


10      Notices


 


10.1      Any notice by each Party
regarding rights and obligations hereunder shall be in writing. Where such
notice is delivered personally, the time of notice is the time when such notice
actually reaches the addressee; where such notice is transmitted by telex or
facsimile, the notice time is the time when such notice is transmitted. If such
notice does not reach the addressee on business date or reaches the addressee
after the business time, the next business day following such day is the date
of notice. The delivery place is the address first written above of the Parties
hereto or the address advised in writing including facsimile and telex from
time to time. “Writing” includes, inter alia, fax and telefax.


 


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11      Assignment


 


11.1      Absent the prior written consent of Party A,
Party B may not assign any right or obligation hereunder to any third party.


 


12      Severability


 


12.1      If any of the terms of this
Agreement is invalid, illegal or unenforceable due to incompliance with laws,
the validity and enforceability of the other terms hereof shall nevertheless
remain unaffected.


 


13      Amendments and Supplement


 


13.1      Any amendment and
supplement of this Agreement shall be in writing and duly executed by the
parties hereto, such amendment and supplement shall be deemed as a part of this
Agreement and shall be in full force and effect as this Agreement.


 


14      Governing Law and Languages


 


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


 


14.2      This Agreement is executed
both in Chinese and English. The Chinese version will prevail in the event of
any inconsistency between the English and any Chinese version.


 


[THIS
SPACE IS INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF, the both Parties have its
authorized representative executed this Agreement on the date first above
written.


 


 


	
  Party A: BEIJING ANHUI WANXING
  SCIENCE & TECHNOLOGY CO., LTD.

  
	
   

  	
   

  
	
  Legal
  Representative :

  	
  /s/ Hetong Guo

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: BEIJING TUOZHAN INDUSTRIAL &
  TRADING DEVELOPMENT CO., LTD.

  
	
   

  	
   

  
	
  Legal Representative:

  	
  /s/ Hetong Guo

  	
   

  



 


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Schedule of other
affiliated entities that entered into the Exclusive Technology Consulting and
Service Agreement with Beijing Anhui Wanxing Science & Technology Co., Ltd.


 


1.             Beijing Aotong Automobile Trading Co., Ltd.


2.             Beijing Lentuo Chengxin Commercial &
Trading Co., Ltd.


3.             Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd.


4.             Beijing Tuojiacheng Commercial & Trading
Co., Ltd.


5.             Beijing Lentuo Huitong Automobile Sales Service Co., Ltd.


6.             Beijing Tuozhan Automobile Repair Co., Ltd.


7.             Beijing Lentuo Automobile Leasing Co., Ltd.


 


The agreements of
such affiliated entities are omitted from this exhibit pursuant to the
Instruction to Item 601 of Regulations S-K. 
Other than the agreement of Beijing Lentuo Huitong Automobile Sales
Service Co., Ltd. that is dated June 20, 2010, all other agreements
are dated January 28, 2010.


 


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