Translation of Technology Service Contract between Shengli Oil Field Branch of Sinopec and Pansoft (Jinan) Company Ltd. (Contract for the Maintenance of Financial Information System)
English
Translation
Exhibit
10.12
Translation
of Technology Service Contract
between
Shengli
Oil Field Branch of Sinopec
and
Pansoft
(Jinan) Company Ltd.
(Contract
for the Maintenance of Financial Information System)
Party
A:
Financial Assets Department, Shengli Oil Field Branch of Sinopec
Party
B:
Pansoft (Jinan) Company Ltd.
Signature
date: May, 2008
Place
of
Signing: Dongying, Shandong Province
Effective
Period: 01/01/2008 - 12/31/2008
Printed
by PRC Ministry of Science & Technology
Filling
Instructions
| I. |
This
contract draft serves as an illustrative version of technology service
contract made by PRC Ministry of Science & Technology and provided to
Technology Contract Registration Authority so as to be recommended
to
people with needs for it.
|
| II. |
This
contract is intended for situation in which one party solves particular
technical problems for the other by way of its technology and knowledge
owned. .
|
| III. |
When
multiple persons are involved in either party, list under “entrusting
party”, “entrusted party” (supplementary pages) as combined entrusting
persons or entrusted persons according to their roles in the contracting
relationship.
|
| IV. |
For
any matters not covered by this contract, both parties may agree
to
include supplementary pages, taking as an inalienable part of the
contract.
|
| V. |
With
regard to clauses in this contract which are not applicable, a “None or
NA” sign shall be filled to the clause which is not applicable to the
specific contracting relationship or
environment.
|
Party
A:
Financial
Assets Department, Shengli Oil Field Branch of Sinopec
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ City, Shandong Province
Legal
Representative:
Contact
person: ▇▇▇▇▇ ▇▇
Communication:
Mailing
Address:
Tel.:
▇▇▇▇-▇▇▇▇▇▇▇ Fax:
▇▇▇▇-▇▇▇▇▇▇▇
Email:
▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Party
B:
Pansoft
(Jinan) Company Ltd.
Address:
3rd
Floor,
Qilu Software Garden Mansion, High-tech Development Zone, Jinan
Legal
Representative: Wang Hu
Contact
person: Feng Xuewei
Communication:
Mailing
Address: 3rd
Floor,
Qilu Software Garden Mansion, High-tech Development Zone, Jinan
Tel.:
▇▇▇▇-▇▇▇▇▇▇▇▇ Fax:
▇▇▇▇-▇▇▇▇▇▇▇▇
Email:
▇▇▇@▇▇▇▇▇▇▇.▇▇▇.▇▇
In
compliance with PRC
Contract Law
and on
basis of fully and truly consensus of both parties after adequate discussion
and
communication, this contract is hereby reached where party A retains Party
B to
provide technology services regarding financial information system for party
A
and pays Party B for the service rendered.
I
Service
Objective, Contents and Requirements
1.
Service Objectives: Provide technical maintenance service and technical support
regarding the following systems to ensure efficient functioning of the same
so
as to satisfy daily accounting and financial management needs:
-
On line
settlement of material/parts distribution and service providing system of
Shengli Oil Field
-
On line
settlement of structure project system of Shengli Oil Field
-
Online
settlement system integrating with SAP R3 of Shengli Oil Field
-
Comprehensive accounting platform of Shengli Oil Field Branch of
Sinopec
-
Centralized financial system integrating with OA of Shengli Oil Field Branch
of
Sinopec
-
Centralized financial management system of Shengli Oil Field Branch of
Sinopec
-
Financial statement reporting system of Shengli Oil Field Branch of
Sinopec
2.
Service Range: Maintaining all of the financial information management system
above on daily basis, solving any system operation problem once occurred, and
ensuring daily normal system functioning. According to the actual business
demands, with approval from Party A, upgrading current system functions if
necessary, providing technical support and service directly to the accounting
and financial departments at all levels. Providing guidance and suggestions
to
users in system operation and applications, answering questions from users
and
assisting Party A to process special business demands. Assisting Party A to
conduct monthly, annual reporting and conclusion or initialization.
3.
Service Standard: Ensuring steady operation of financial information system,
upgrading system functions and solving any system operation problems per Party
A’s request. Providing phone and network online service from 8:00 AM to 6:00
PM
on daily basis from 6th
through
25th
every
month. Providing phone and network online service from 8:00 AM to 10:00 PM
on
daily basis from 25th
through
5th
of next
month every month. Providing necessary technical supports in special period
based on Party A’s requirement and adjust service hours in timely
manner.
II
Term, Place and Means
1.
Service Place: Performed at premise of Shengli Oil Field
Administration;
2.
Service Term: Jan 1, through Dec 31, 2008.
3.
Service Means: On site maintenance and support, meanwhile providing online
service via phone and network.
III Major
Collaborative Matters
1.
Party
A provides all the materials or information in timely manner
-
Business information for system maintenance and supporting needs
2.
Party
A provides necessary work condition:
-
Office
space and network access.
3.
Party
B accomplishes the maintenance job as per requirements from Party A
-
Party B
accomplishes the maintenance job as per requirements from Party A and satisfies
the expected standard.
IV. Confidentiality
Before
execution of this Contract and during the effective period, both parties shall
keep the technologies and trade secret disclosed to each other confidential
through the effective period of this Contract and the 15 years after it expires,
and Party B shall:
1.
keep
confidential all “data” involved, and not disclose to any third party at any
time in any fasion, including used for demonstration, publishing etc.
2.
not
use these “Data” for any purposes other than the matters in connection with this
Contract.
3.
not
disclose these “Data” to any person save for the employees of Party B on a “need
to know basis”, and the said employees shall sign non-disclosure agreement with
Party B assuming confidentiality obligations no less than those stipulated
in
this Contract.
“Data”
mentioned hereinbefore refer to all technical information, provided by Party
A
to Party B in oral, written, electronic or any other form during the term of
this Contract, as well as technical information formed by or accessible to
Party
B during the term of this Contractôsuch
as
but not limited to database, research and development records, technical report,
testing reports, testing data and technical files, etc.
V.
Breach of Contract Liabilities
1.
Party
A reserves the right to terminate this contract if Party B fails to accomplish
the missions provided in Clause 2-3. Party B shall refund Party A all the
payments if at its fault.
2.
This
contract shall be terminated if Party B violates Clause 4 and Party B shall
be
the party to bear all the direct or indirect financial consequence of
disclosure.
3.
This
contract shall be terminated if Party A violates Clause 4 and Party A shall
be
the party to bear all the direct or indirect financial consequence of
disclosure.
Clause
VI. Acceptance Standard and Inspection Approach
Both
parties agree to the following criteria and approaches for inspecting and
accepting the technical services rendered by Party B.
| 1. |
The
method by which Party B renders the technical service: for the term
of
this Contract, maintaining the financial information management system
and
providing technical supports.
|
| 2. |
the
Acceptance Standard: During the term of this Contract, the financial
information system functions steadily, meeting daily business processing
requirements. Normal maintenance is completed within 8 business hours.
Conduct upgrading and solutions for problems according to the plan
subject
to approval from Party A.
|
VII.
Fee and Payment
| 1. |
Fee:
▇▇▇ ▇▇▇, 000.
|
| 2. |
Payment:
After inspection and acceptance, to be paid quarterly, RMB 60,000 each
quarter.
|
VIII.
Change of Contract Terms
Any
modification or amendment on this contract shall be confirmed by both parties
in
written form. Notwithstanding the foregoing, under either of the following
situations, one party is entitled to propose change on rights and obligations
of
the Contract, and the other party shall respond within 10
days; it
shall be deemed accepted if no response during this period:
1.
Party
B does not perform the system maintenance and support as per requirements by
Party A.
2.
Party
B’s employees do not have sufficient competence to perform the job
assigned.
IX. Point
of Contact
Both
parties confirm, within the valid period of this contract,
Party
A
designates ▇▇▇▇▇
▇▇ as
the
contact person of Party A’s project,
Party
B
designates Feng
Xuewei as
the
contact person of Party B’s project.
Contact
Persons shall take responsibilities as the followings:
1.
Communications and coordination with Project Team members in terms of any
problem occurred during the system maintenance and technical
supports.
2.
Monitor implementing progress and unfolding of working plan
When
one
party changes contact person of this project, the other party shall be notified
in written form.
X. Termination
The
parties agree that the Contract can be terminated where the following situation
occurs so as to make it impossible or unnecessary to execute this
contract:
1.
Force
majeure
XI. Dispute
Both
parties shall resolve disputes related to this contract or over the
implementation of this contract through amicable discussion; if dispute can’t be
settled, the dispute can be submitted to:
| 1. |
Dongying
Municipal Arbitration Committee for arbitration,
or
|
| 2. |
People’s
Court of Dongying City for litigation
process.
|
XII.
Miscellaneous: None
XIII.
This
contract exists in four copies with equal power, two in each party’s
hands.
XIV. This
contract takes effect the same day after authorized representatives from both
parties have signed and sealed it
Party
A: Shengli Oil Field Management Bureau
Shanghai
Branch of PCITC
(Financial
Assets Department of Shengli Oil Field Branch of Sinopec)
Signature
(seal): Hou Zeng Zhou
Signature
date:
Party
B Pansoft (Jinan) Company Ltd
Signature
(seal): Wang Hu
Signature
date: