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Exclusive Business Cooperation Agreement

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Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (the “Agreement”) is made and


entered into by and among the following parties on December 2, 2004 in Beijing.

Party A: Lenovo-AsiaInfo Technologies, Inc.

Address: 4/F Zhongdian Information Tower, No.6 Zhongguancun South Street,


Haidian District, Beijing 100086, P.R. China

Party B: Lenovo Security Technologies (Beijing), Inc.

Address: Room 801-810, Zhongdian Information Tower 6 Zhongguancun South


Street, Haidian District, Beijing 100086, P.R. China

Whereas,

1. Party A is a wholly-foreign-owned enterprise established in the People’s


Republic of China (“China”), and has the necessary resources to provide technical
and consulting services;

2. Party B is a company with exclusively domestic capital registered in China


engaging in the information security business as approved by the relevant
governmental authorities in China;

3. Party A, or Party A’s designee, is willing to provide Party B with exclusive


technical, consulting and related services in the information security business
during the term of this Agreement by utilizing its own advantages in human
resources, technology and information, and Party B is willing to accept such
services provided by Party A or Party A’s designee, each on the terms set forth
herein.

Now, therefore, through mutual discussion, the parties have reached the following
agreements:

1. Services Provided by Party A

1.1 Party B hereby appoints Party A as Party B’s exclusive services


provider to provide Party B with complete business support services and
consulting services during the term of this Agreement, in accordance with the
terms and conditions of this Agreement. The services may include all services
within the business scope of Party B as may be determined from time to time by
Party A, including but not limited to technical services, business consultations,
intellectual property licenses, equipment or property leasing, marketing
consultancy, system integration, product research and development and system
maintenance.

1.2 Party B agrees to accept all the consultations and services provided by
Party A. Party B further agrees that unless Party A consents in writing in advance,
during the term of this Agreement Party B shall not accept any consultations
and/or services provided by any third party and shall not cooperate with any third
party regarding the matters contemplated by this Agreement. Party A, at its sole
discretion, may appoint other parties to enter into certain of the agreements
described in Section 1.3 with Party B and to provide Party B with the consultations
and services under this Agreement.

1.3 Manner of Providing Services

1.3.1 Party A and Party B agree that during the term of this Agreement,
both parties, directly or through their respective affiliates, may enter into further
technical service agreements or consulting service agreements, which shall provide
the specific contents, manner, personnel, and fees for the specific technical service
or consulting service.

1.3.2 To fulfill this Agreement, Party A and Party B agree that during the
term of this Agreement, both parties, directly or through their respective affiliates,
may enter into intellectual property (including but not limited to software,
trademark, patent and know-how) license agreements, which shall permit Party B
to use Party A’s relevant intellectual property rights, at any time and from time to
time, based on the needs of the business of Party B.

1.3.3 To fulfill this Agreement, Party A and Party B agree that during the
term of this Agreement, both parties, directly or through their respective affiliates,
may enter into equipment or property leases which shall permit Party B to use
Party A’s relevant equipment or property based on the needs of the business of
Party B.

2. The Calculation and Payment of the Service Fee

The parties agree that the service fees under this Agreement shall be determined
and paid based on the methods set forth in the agreements to be entered between
Party A and Party B described in Section 1.3. For the avoidance of doubt, the
service fees under this Agreement shall be equal to the revenue of Party B.
3. Intellectual Property Rights and Confidentiality Clauses

3.1 Party A shall have exclusive and proprietary rights and interests in all
rights, ownership, interests and intellectual property arising out of or created
during the performance of this Agreement, including but not limited to copyrights,
patents, patent application, trademark, software, technical secrets, trade secrets and
others, regardless of whether they have been developed by Party A or Party B.

3.2 The Parties acknowledge that any oral or written information


exchanged among them with respect to this Agreement is confidential information.
Each Party shall maintain the confidentiality of all such information, and without
obtaining the written consent of the other party, it shall not disclose any relevant
information to any third parties, except in the following circumstances: (a) such
information is or will be in the public domain (provided that this is not the result of
a public disclosure by the receiving party); (b) information disclosed as required by
applicable laws or rules or regulations of any stock exchange; or (c) information
required to be disclosed by any Party to its legal counsel or financial advisor
regarding the transaction contemplated hereunder, and such legal counsel or
financial advisor are also bound by confidentiality duties similar to the duties in
this section. Disclosure of any confidential information by any staff member or
agent hired by any Party shall be deemed disclosure of such confidential
information by such Party and such Party shall be held liable for such breach under
this Agreement. This section shall survive the termination of this Agreement for
any reason.

3.3 The parties agree that this Section shall survive changes to, and
rescission or termination of, this Agreement.

4. Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1 Party A is a company legally registered and validly existing in


accordance with the laws of China.

4.1.2 Party A’s execution and performance of this Agreement is within the
scope of its business operations; Party A has taken all necessary corporate actions
and given appropriate authorizations and has obtained all requisite consents and
approvals from third parties and government agencies to execute and perform this
Agreement, and such execution and performance will not violate any restrictions in
law or otherwise binding or having an impact on Party A.
4.1.3 This Agreement constitutes Party A’s legal, valid and binding
obligations, enforceable in accordance with its terms.

4.2 Party B hereby represents and warrants as follows:

4.2.1 Party B is a company legally registered and validly existing in


accordance with the laws of China and may engage in the information security
business as approved by the relevant governmental authorities of China;

4.2.2 Party B’s execution and performance of this Agreement is within the
scope of its business operations; Party B has taken all necessary corporate actions
and given appropriate authorizations and has obtained all requisite consents and
approvals from third parties and government agencies to execute and perform this
Agreement, and such execution and performance will not violate any restrictions in
law or otherwise binding or having an impact on Party B.

4.2.3 This Agreement constitutes Party B’s legal, valid and binding
obligations, and shall be enforceable against it.

5. Effectiveness and Term

5.1 This Agreement is executed on the date first above written and shall
take effect as of such date. Unless earlier terminated in accordance with the
provisions of this Agreement or relevant agreements separately executed between
the parties, the term of this Agreement shall be 10 years. After the execution of this
Agreement, both parties shall review this Agreement every three months to
determine whether to amend or supplement the provisions in this Agreement based
on the actual circumstances at that time.

5.2 The term of this Agreement may be extended by Party A at any time
prior to the expiration thereof by written notice to Party B. The extended term shall
be determined by Party A, and Party B shall accept such extended term
unconditionally.

6. Termination

6.1 Unless renewed in accordance with the relevant terms of this


Agreement, this Agreement shall be terminated upon the date of expiration hereof.

6.2 During the term of this Agreement, unless Party A commits gross
negligence, or a fraudulent act, against Party B, Party B shall not terminate this
Agreement prior to its expiration date. Nevertheless, Party A shall have the right to
terminate this Agreement by giving 30 days’ prior written notice to Party B at any
time.
6.3 The rights and obligations of the parties under Sections 3, 7 and 8
shall survive the termination of this Agreement.

7. Governing Laws and Resolution of Disputes

7.1 The execution, effectiveness, construction, performance, amendment


and termination of this Agreement and the resolution of disputes hereunder shall be
governed by the laws of China.

7.2 Any dispute, controversy or claim arising out of or relating to this


Agreement, or the breach, termination or invalidity thereof, shall be settled by
arbitration at the Hong Kong International Arbitration Center (“HKIAC”) under
the UNCITRAL Arbitration Rule. For the purpose of such arbitration, there shall
be a board of arbitration (the “Board of Arbitration”) consisting of three arbitrators,
each party shall select one (1) member and the third member shall be selected by
mutual agreement of the other members, or if the other members fail to reach
agreement on a third member within twenty (20) days after their selection, such
third member shall thereafter be selected by the HKIAC upon application made to
it for such purpose. The language used in such arbitration shall be English, and the
place of arbitration shall be in Hong Kong at HKIAC. Any such arbitration shall be
administered by HKIAC in accordance with HKIAC Procedures for Arbitration in
force at the date of this Agreement including any additions to the UNCITRAL
Arbitration Rules as are therein contained. The decision by the Board of
Arbitration shall be final and binding on the parties.

7.3 Upon the occurrence of any disputes arising from the construction and
performance of this Agreement or during the pending arbitration of any dispute,
except for the matters under dispute, the parties to this Agreement shall continue to
exercise their respective rights under this Agreement and perform their respective
obligations under this Agreement.

8. Indemnification

Party B shall indemnify and hold harmless Party A from any loss, injury,
obligation or expense caused by any lawsuit, claim or other demand against Party
A arising from or caused by the consultations and services provided by Party A at
the request of Party B, except where such loss, injury, obligation or expenses arise
from the gross negligence or willful misconduct of Party A.
9. Notices

9.1 All notices and other communications required or permitted to be


given pursuant to this Agreement shall be delivered personally or sent by
registered mail, postage prepaid, by a commercial courier service or by facsimile
transmission to the address of such party set forth below. A confirmation copy of
each notice shall also be sent by e-mail. The dates on which notices shall be
deemed to have been effectively given shall be determined as follows:

9.1.1 Notices given by personal delivery, by courier service or by registered


mail, postage prepaid, shall be deemed effectively given on the date of delivery or
refusal at the address specified in such notice.

9.1.2 Notices given by facsimile transmission shall be deemed effectively


given on the date of successful transmission as evidenced by an automatically
generated confirmation of such transmission.

9.2 For the purpose of giving notices, the contact details of the Parties are
as follows:

Party A: 4/F Zhongdian Information Tower, No.6 Zhongguancun South Street,


Haidian District, Beijing 100086, P.R. China

Attn: Yu Dong

Phone: +86-10-6250 1658

Facsimile: +86-10-6250 1665

E-mail: dongyu@asiainfo.com

Party B: Room 801-810, Zhongdian Information Tower, 6 Zhongguancun


South Street, Haidian District, Beijing 100086, P.R. China

Attn: Yu Dong

Phone: +86-10-6250 1638

Facsimile: +86-10-6250 1668

E-mail: dongyu@asiainfo.com
9.3 Any party may at any time change its address for notices by a notice
delivered to the other party in accordance with the terms hereof.

10. Assignment

10.1 Without Party A’s prior written consent, Party B shall not assign its
rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may assign its obligations and rights under
this Agreement to any third party upon a prior written notice to Party B.

11. Severability

In the event that one or several of the provisions of this Agreement are found to be
invalid, illegal or unenforceable in any aspect in accordance with any law or
regulation, the validity, legality or enforceability of the remaining provisions of
this Agreement shall not be affected or compromised in any aspect. The Parties
shall strive in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the greatest extent
permitted by law the intentions of the Parties, and the economic effect of such
effective provisions shall be as close as possible to the economic effect of those
invalid, illegal or unenforceable provisions

12. Amendments and Supplements

Any amendments and supplements to this Agreement shall be in writing. The


amendment agreements and supplementary agreements that have been signed by
the parties and that relate to this Agreement shall be an integral part of this
Agreement and shall have the same legal validity as this Agreement.

13. Language and Counterparts

This Agreement is written in both Chinese and English language. The Parties
hereto shall execute two originals, one for each Party, and each original shall have
equal legal validity. In case there is any conflict between the Chinese version and
the English version, the Chinese version shall prevail.
IN WITNESS WHEREOF, the parties have caused their authorized representatives
to execute this Agreement as of the date first above written.

Party A: Lenovo-AsiaInfo Technologies, Inc.

Representative: /s/ Yu Bing

Name: Yu Bing

Title: President and Chief Executive Officer

Party B: Lenovo Security Technologies (Beijing), Inc.

Representative: /s/ Yu Bing

Name: Yu Bing

Title: Legal Representative

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