Exhibit 10.9


 


Overall cloud computing service agreement


 


Cooperation Agreement with China Adult
Education Association, dated June 1, 2018, by and between Wuxi Wangdao and Higher Education Press Ltd.


 


Party A: Higher Education Press Ltd.


 


Add: 4 deshengmenwai street, Xicheng district,
Beijing, China


 


Social Credit Code: 911100004000022169


 


Party B: Wuxi Kingway Technology Co.,
LTD


 


Add: No.311 Yanxin road, Huishan economic
development zone, Wuxi


 


Social Credit Code: 913202140710031457


 


Party A and Party
B, through negotiation, agree on the following terms and conditions for Party B to provide overall cloud computing services for
Party A's elite courses (www.jingpinke.com) website, intelligent vocational education platform (www.icve.com.cn/) and love courses
(www.icourses.cn)


 


1. Common objectives


 


1.1 Using Party B's
software and hardware technology to achieve data sharing and interconnection among colleges and universities, and to establish
 "excellent courses", "cloud platform of intelligent vocational education" and "love courses" to
provide personalized services for teachers and students in Colleges and vocational colleges. Party A shall entrust Party B with
the revision of the above website and related operation and maintenance work, and Party B shall provide the overall cloud computing
services. By using the hierarchical storage function of "Energy Education Cloud" of Party B, Party A can provide the
secondary development of tools and software for "Excellent Course", "Intelligent Vocational Education Cloud Platform"
and "Love Course".


 


1.2 The scope of cloud
computing services provided by Party B: cloud hosts, cloud storage, cloud applications, professional cloud education software.
The application scope of the equipment includes but is not limited to: mail system, value-added service, member management, system
integration, SQL database, VPN virtual private network, web application, electronic payment, website, web design, web service,
background management, server.


 






     


     


    

 


1.3 Service period:
50 years.


 


2. Service standard


 


2.1 Provide standard
IDC room environment for Party A.


 


2.2 Provide reliable
and unobstructed network environment according to the object of this agreement.


 


2.3 Provide large-scale,
high quality, safe and reliable professional server, space, network bandwidth and ASP, EC and other services.


 


2.4 Provide server
cluster for Party A's website: it is the infrastructure for safe operation of various modes of e-commerce, and also a platform
to support enterprises and their school alliances (their distributors, suppliers, customers, etc.) to implement value chain management.


 


3. Cost and payment


 


3.1 Party B shall
be responsible for the expenses of opening ports required for the establishment of industry-university-research alliance of vocational
colleges, and Jimei university shall be responsible for the engineering design. Under the supervision of Party B, Jimei university
shall be responsible for the construction, and other vocational colleges may be entrusted with the construction of some projects.


 


3.2 In order to encourage
vocational colleges to upload learning resources, Party B sets up an incentive mechanism for resource integration fee. The amount
of resource integration fee and payment method are decided by Party B in consultation with vocational colleges, and trusteeship
payment is carried out by the competent industry departments in accordance with the law to ensure that the special funds are used
exclusively after the receipt of funds by vocational colleges. The legal risks arising therefrom have nothing to do with Party
A.


 


4. Rights and obligation


 


4.1 Party B shall
own the basic software technology used by Party B to build the platform, the framework platform software to realize the data port
connection of various colleges and universities and the data sharing among colleges and universities. The instrumental software
used by Party A for secondary development shall be owned by Party A.


 






     


     


    

 


4.2 Each institution
has the right of authorship of the learning resources provided by itself, and both parties shall respect the right of reputation
of the learning resources.


 


5. Responsibility
for breach of contract


 


Unless otherwise agreed
herein, if either party unilaterally terminates the agreement in advance before the expiration of the term hereof, the breaching
party shall compensate the non-breaching party for relevant losses (loss of interest, loss of business reputation, loss of data
or other losses).


 


6. Confidentiality


 


Without the written
permission of the other party, either party shall not provide or disclose to a third party the materials and information related
to the business of the other party which are obtained from the execution and performance of this agreement, unless otherwise provided
by law or otherwise agreed in this agreement.


 


7 Force majeure
and disclaimer


 


7.1 If because of
the war, riots, terrorism, natural disasters, changes in state laws, regulations or rules, network security, network cannot be
covered, power outages, communication lines by artificial damage, cause or Party A can't continue to perform the agreement between
the parties, the affected party does not assume liability for breach of contract, but shall notify the other party in writing
as soon as possible, and to extend the duration of the agreement through consultation. Upon elimination of the effect, the affected
party shall promptly notify the other party, and this agreement shall continue to be executed.


 


7.2 If required by
the government management department, Party B will suspend or terminate the provision of relevant services without any liability.


 






     


     


    

 


8 Application of
law and dispute resolution


 


8.1 This agreement
shall be governed by the laws of the People's Republic of China.


 


8.2 All disputes arising
out of or in connection with this agreement shall be settled through friendly negotiation between the parties. If both parties
fail to settle the dispute through friendly negotiation, either party may bring a lawsuit to the competent people's court in the
place where Party B is located.


 


9. Effectiveness
of the agreement and other


 


9.1 This agreement
shall come into force upon being signed and sealed by both parties and shall remain valid until both parties have fully performed
all obligations hereunder and all payments and claims between them have been settled.


 


9.2 This agreement
is made in duplicate, with each party holding one copy. Both copies have the same legal effect.


 


9.3 If this agreement
is in conflict with national laws, regulations or departmental regulations, both parties shall modify this agreement appropriately
in accordance with national laws, regulations or departmental regulations to ensure the continuation of cooperation between both
parties.


 


9.4 If any provision
of this agreement is determined at any time to be illegal, invalid or unenforceable, the validity and performance of other provisions
of this agreement shall not be affected.


 


9.5 Without the written
permission of the other party, one party shall not, in advertising or in public use or to imitate each other's business name,
logo, design, service marks, model or abbreviations, symbols, code, any party shall not claim on the other side of the business
name, logo, design, service marks, model or abbreviations, symbols, code ownership.


 


9.6 Nothing in this
agreement shall be deemed or construed as a joint venture, partnership or agency relationship between the parties.


 


9.7 Each title of
this agreement is for the purpose of reminder only, and the rights and obligations of the parties shall be determined in accordance
with the provisions.


 


9.8 All notices given
by Party A and Party B in connection with the performance of this agreement shall be made in writing or by fax or similar communication
confirmed by both parties to the address set forth herein. Those sent by letter shall be sent by registered mail or express mail
of good standing. In the case of fax or similar communication, the date of notification shall be the date of dispatch of the communication.
In the case of registered mail or express mail, the date of notification shall be the date of Posting of the mail and shall be
subject to the postmark.


 





	Party A: Higher Education Press Ltd. (seal) 	 
	 	/s/Su Yuheng	 
	 	 	 
	Party B: Wuxi Kingway Technology Co., LTD (seal)	 
	 	/s/Hua Lugang	 
	 	                          	 
	 	Date: June 1, 2018