Exhibit 10.12


 


 


 





Cooperation
Agreement


 


Cooperation Agreement with Jimei University, dated January 7,
2014, by and between Wuxi Wangdao and Jimei University.


 


Party
A: Jimei University


 


Party B: Wuxi
Kingway Technology Co., LTD


 


Given:China's
vocational education is currently in an era of development and improvement. Enterprises, industries, vocational and technical colleges,
and training institutions rely on their own understanding of vocational education and training, and conduct self-determined training
for trainees, employers, and even vocational and technical education. Both have caused varying degrees of confusion, and the market
needs to have corresponding standards to regulate.


 


Party B will
rely on Party A to develop a vocational skills courseware research and development project. The two parties will reach the following
cooperation matters in this field:


 


1.Cooperative Contents


 


1.Technology
Development: Party A organizes a team of doctors and masters in the disciplines of shipbuilding and marine engineering, transportation
engineering, mechanical engineering and engineering to participate in the project development.


 


2.Scientific
research projects: The research topics identified by the two parties include, but are not limited to, the development of vocational
education textbooks for mechanical engineering, marine engineering, information and internet of things engineering, engineering
disciplines; platform research and development of "vocational education Internet +"; research projects funded by Party
B belong to Party B and apply for the results of the national, provincial and municipal projects.


 


3.Project
application: Party A assists Party B in applying for research projects, project funding, and related awards at the national, provincial
and municipal levels. The cost of the project to be applied for will be agreed upon by the two parties.


 


 






     


     


    

 





 


 


4.Information
exchange: From time to time, information and information exchange will be carried out. Party B will timely report the market information
and related research and development topics to Party A. Party A will provide relevant information on domestic and international
research and scientific and technological achievements to Party B in a timely manner.


 


5.Technical
services: Party A uses the existing resources and the acquired qualifications to provide Party B with the operational services
of related projects. Party A also provides technical services to relevant enterprises in the related areas of Party A based on
the platform.


 


6.Personnel
training: Party A provides Party B with relevant key positions for technical personnel training or academic training to improve
training. Party A provides Party B with the conditions for the internship and research practice of vocational education personnel.
The specific arrangements will be negotiated and determined by both parties.


 


2.The rights and obligations
of both parties


 


1.Party A’s
rights and obligations:


 


(1)
Responsible for the organization of the project personnel, labor and research and testing, etc.; do a good job in
management.


 


(2)
Responsible for the transformation of the project's technical achievements, according to the project or work proposed by
Party B and agreed by both parties, responsible for timely dispatching personnel to organize implementation.


 


(3) Actively
cooperate with Party B to jointly submit the project declaration work to the competent departments at the national, provincial,
municipal and district levels, and strive for national and local project investment and preferential loans.


 


(4) Advise
and promote the development direction of products to Party B, provide relevant information at home and abroad, and prioritize the
transformation of relevant results to Party B.


 


(5)
Participate in the distribution of income from the transformation of research and development results of national,
provincial, municipal, and district projects; the specific proportion will be negotiated separately.


  











     


     


    

 





 


 


(6) Conduct
technical training for Party B employees in various forms and deliver professional and technical personnel to Party B (the specific
method shall be negotiated separately by both parties).


 


(7) With
the support of local science and technology management departments, a certain radiation capacity will be formed to serve the expansion
of Party B's market.


 


2. Party
B’s rights and obligations:


 


(1) Assist
in coordinating with Party A to do a good job in project R&D management. Provide funding for research and development projects
to Party A: In 2014, Party A will provide Party B with no less than 50 multimedia video courseware at a price of 500,000 yuan (according
to the actual delivery list).


 


AA: Jimei
University


 


Bank account:
Construction Bank Jimei Branch


 


Account opening
account: 35101556001050002915


 


(2) Payment method:The
actual amount will be paid according to the courseware list. 60% of the full amount of the courseware will be paid within 30
working days after the transfer of the courseware, and the final payment will be settled within one year.


 


(3)
Responsible for raising special research funds and supporting Party A to complete the development research of designated
scientific research projects every year.


 


(4) For
the R&D projects funded by Party B, Party B has ownership, use rights and honor rights for research and development related
achievements; and for other participating countries, provinces, municipalities and districts, Party B has the right to participate
in the distribution of income after the transformation of the cooperation results, and the specific proportion is negotiated separately.
..


 


(5) Enjoy
preferential access to scientific and technological achievements and information provided by Party A.


 









     


     


    

 





 


 


3.Results sharing and others


 


(1)
Both Party A and Party B clarify that the ownership of the courseware developed by the company is owned by Wuxi Kingway
Technology Co., LTD


 


(2)
Party A’s research results should be given priority to Party B when it is transferred.


 


(3)
The project's achievement awards and honors are shared by both parties. If there are special needs, the two sides will
negotiate and decide.


 


(4) If
one party transfers its shared technology, the other party may give priority to the transfer.


 


(5) If
one of the parties to the cooperative development declares to waive its common patent application right, the other party may apply
separately.


 


(6) If
Party A does not agree to apply for a patent, the other party may not apply for a patent.


 


(7)
The scientific and technological achievements completed by the two parties shall not be transferred to third parties
separately unless otherwise agreed by the parties, except for the results of scientific research projects funded by Party
B.


 


(8)
Party A's personnel shall keep the technical and commercial secrets of both parties and the parties shall be responsible for
the confidentiality.


 


4.Liability for breach of
contract


 


1. Both
parties should conscientiously implement the terms of the agreement. If there is a breach of contract, they should first
settle the agreement through consultation. If they cannot solve the problem, they can apply for arbitration.


 


2. If
the project is not completed or the quality of the product is caused by the technical reasons of Party A, Party A shall
promptly resolve it. If it cannot be resolved, the corresponding fee shall be refunded.


 


3.
Unless otherwise agreed by the parties, the alteration of the terms of the agreement without authorization is considered a
breach of contract.


  






     


     


    

 





 


 



5.Others 


 


1.This Agreement
shall become effective on the date of signature and seal by both parties.


 


2.This agreement
is in duplicate and each party has a share of the same legal effect.


 


3.The unfinished
matters will be negotiated separately by the parties.


 


【No text below】


  






     


     


    




 





 


 



【This page has no text, is the signature
page of the Cooperation Agreement.】


 


Party A: Jimei University (seal)     Party B: Wuxi Kingway Technology Co., LTD(seal)


 


	/s/Li Ke 	 	/s/Hua Lugang



 


Date: 2014YY
1 MM 17 DD


 


Place:
Xiamen, China