EXHIBIT 10.2


 


EXCLUSIVE TECHNICAL CONSULTING AND SERVICE
AGREEMENT


 


THIS EXCLUSIVE TECHINCAL CONSULTING AND SERVICE
AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2021, by and between the following parties:


 


Party A: 


 


Rollingthunder Technology (Jiangxi)
Co., Ltd., a limited liability company (wholly foreign-owned enterprise) established and existing in accordance with the laws
of China, with its registered office at Room 308, Zone C, Zhejiang University Science and Technology Park, No. 698 Jingdong Avenue,
Nanchang Hi-Tech Industrial Development Zone, Nanchang City, Jiangxi Province (Party A).


 


Party B: 


 


Jiangxi Ruanyun Technology Co.,
Ltd., a limited liability company established and existing in accordance with the laws of China, with its registered office
at 3F, Zone C, Zhejiang University Science and Technology Park, No. 698 Jingdong Avenue, Hi-Tech Industrial Development Zone, Nanchang
City, Jiangxi Province.


 


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 technical 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.	Technical Consulting and Services, Sole and Exclusive Interests 



 


		1.1	During the term of this Agreement, Party A agrees to provide to Party B the technical 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 such as market research, business strategy, market consulting and technical
training;



 


		(2)	Provision of intellectual property rights (e.g. trademarks, patents, know-how, etc.) that are exclusively
owned by Party A and required for the operation and development of Party B’s business;



 


		(3)	Senior management and senior technical staff are seconded to Party B;



 


		(4)	Other consulting and services requested by Party B in connection with the change.



 


		1.2	Party B hereby agrees to accept such technical 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 calculated 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. Consulting fees can be 100% of Party B’s quarterly profits.



 


		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.



 


		2.4	Party B shall provide Party A with a report in relation to Consulting Fees (“Consulting
Fees Report”) within three (3) business days after each quarter in accordance with this Agreement and Party B shall remit
the amount in RMB to the bank account designated by Party A within two (2) business days after delivery of such Consulting Fees
Report.



 






    	 



    	 



    

 





		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.



 


		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.



 


		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 technical 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.



 


		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. If it can not be settled within thirty (30) days from the date any
party issuing written notice requesting settlement of dispute through negotiation, each party has the right to submit it to Nanchang
Arbitration Committee for arbitration according to the valid arbitration rules. The arbitration shall be held in Nanchang. The
arbitration award is final and binding on each party.



 






    	 



    	 



    




 


		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.



 


		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]


 






    	 



    	 



    

 





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


 


Party A: Rollingthunder Technology (Jiangxi)
Co., Ltd.





Authorized Representative
(Signature): /s/ Rollingthunder Technology (Jiangxi) Co., Ltd.


 


Party B:
Jiangxi Ruanyun Technology Co., Ltd.





Authorized Representative
(Signature): /s/ Jiangxi Ruanyun Technology Co., Ltd.