Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement
Whereas,
Now, therefore, through mutual discussion, the parties have reached the following
agreements:
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.
1.3.1 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.
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.
3.3 The parties agree that this Section shall survive changes to, and
rescission or termination of, this Agreement.
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.
4.2.2 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.
5.1 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
6.2 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.
7.3 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
9.2 For the purpose of giving notices, the contact details of the Parties are
as follows:
Attn: Yu Dong
E-mail: dongyu@asiainfo.com
Attn: Yu Dong
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
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.
Name: Yu Bing
Name: Yu Bing