EX-10.2 3 cex102.htm Exclusive Consulting And Services Agreement (English Version) This Exclusive Consulting and Services Agreement (the "Agreement") is entered into as of December 20, 2006, between the following two parties: PARTY A: Longdan...
Exclusive Consulting And Services Agreement
(English Version)
This Exclusive Consulting and Services Agreement (the "Agreement") is
entered into as of December 20, 2006, between the following two parties:
PARTY A: Longdan International Inc.
Legal Address: Renaissance Trust Ltd, Solomon Building, P. O. ▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
PARTY B: Hubei Longdan Biological Medicine Technology Co. Ltd.
Legal Address: Floor 21, Jiangtian Building, No. 586 Wuluo Road,
Wuchang District, Wuhan, Hubei, China, 430070
WHEREAS, Party A is a business company incorporated under the laws of
Nevis, and owns resources to provide business consulting and related
services;
WHEREAS, Party B is a company with exclusively domestic capital
registered in the People's Republic of China, and is engaged in the
business of Chinese medicine development, manufacturing, sale, and
pharmacy management distribution network;
WHEREAS, Party A desires to be the provider of business consulting and
related services to Party B, and Party B hereby agrees to accept such
business consulting and related services;
WHEREAS, Party A has established a business relationship with Party B
by entering into an Operating Agreement dated as of the same date
hereof ("Operating Agreement");
NOW THEREFORE, Party A and Part B through negotiations hereby agree as
follows:
1. Business Consulting and Services Exclusively:
1.1 During the term of this Agreement, Party A agrees to act as
the exclusive business consulting and services provider of Party B.
Party A provides the exclusive business consulting and related services
on general business operation of Party B, such as:
(a) Advice and assistance of the variously strategical business
plans;
(b) To provide consulting and related services on management, and
marketing;
(c) Advice of the plan of the research and development of the new
Chinese medicines;
(d) Advice of the plan of the improvement and innovation of the
medicine manufacturing and testing methods;
(e) Advice on the strategically planning, improvement,
consolidation, and acquisition of the pharmaceutical wholesale business;
(f) Advice on the establishment and expansion of the pharmacy
management distribution network;
(g) Advice on the budget planning;
(h) Advice on the recruiting, relocation, or training of the
managers, and staffs;
(i) Advice on the employment contracts, and payroll administration.
1.2 Party B hereby agrees to accept such business consulting and
related services. Party B also agrees that, during the term of this
Agreement, it shall not utilize any third party to provide such
business consulting and related services without the prior written
consent by Party A.
1.3 Party A shall be the sole and exclusive owner of all
intellectual property rights created or discovered by Party A, or Party
B based on Party A's services under this Agreement. This intellectual
property rights should include, but not limited to, patents, know-how,
trademarks, any trade secrets, copyrights, special methods and
processes, identified materials, research and technical documents.
2. Consulting and Services Fees:
2.1 Unless otherwise agreed by the both Parties, Party B shall pay
to Party A the Consulting and Services Fees annually during the term of
this Agreement. The Consulting and Services Fees equal to Party B's net
profits of every year, as being defined as the revenues of the year
after deduction of operating costs, selling expenses, general and
administration expenses, interests expenses and taxes. If one year's
net profit is zero, Party B's payment for the Consulting and Services
Fees in that year is zero; if Party B suffers losses in one year, all
such losses will be carried over to the successive year and deducted
from the successive year's Consulting and Services Fees. Party B shall
pay the Consulting and Services Fees based on the yearly financial
statements. Party B shall make the yearly payment within 30 days after
the issuance of the financial statements to Party A. The Consulting and
Services Fees shall be paid in RMB deposited by Party B to the bank
account designated by Party A, and Party A should issue legal invoice
to Party B.
2.2 If Party B fails to pay all or any part of the Consulting and
Service Fees due to Party A in RMB under the above-mentioned Article
2.1 within the time period stipulated, Party B shall pay to Party A
interest in RMB on the amount overdue based on the three (3) month
lending rate for RMB announced by the Bank of China on the associated
due date.
2.3 Taxes and expenses arising out of the execution and
implementation of this Agreement shall be borne by Parties
respectively.
3. Indemnity
Party B shall indemnify Party A against all expenses, including
attorney's fees, judgments, penalties, and fine, arising out of any
litigation, claim or other jurisdictional procedure against Party A
resulting from the performance of the Exclusive Consulting and Services
Agreement for Party B. The Article of Indemnity shall survive even
after the termination or expiration of this Agreement.
4. Effective Date And Term
This Agreement shall come into effect as of the date first present
above. The term of this Agreement is ten (10) years, and shall be
automatically renewed for additional ten (10) year period upon the
initial expiration of the initial term hereof or any renewal term,
except earlier termination happens any time as set forth in Article 5
of this Agreement.
5. Termination
During the initial or any renewal term of this Agreement, Party B
shall not elect to terminate this Agreement. Notwithstanding the above
stipulation, Party A shall have the right to terminate this Agreement
with or without any reason at any time by definitely giving Party B a
written notice thirty days prior to the termination.
6.
Force Majeure
Force Majeure means any event that is beyond the party's
reasonable control and cannot be prevented with reasonable care, such
as the acts of nature: earthquake, flood, typhoon, fire, explosion, and
acts of governments, war, and acts of terrorism or other civil unrest
means. If a Force Majeure event exists and affects the performance of
this Agreement, the affected party shall immediately notify the other
party by means of telegraph, e-mail or other electronic forms, and
shall furnish sufficient evidence in writing of the occurrence of the
Force Majeure event within twenty (20) calendar days thereafter.
According to the impact of the Force Majeure on the performance of this
Agreement, the Parties determine whether to release this Agreement.
After the event of Force Majeure is removed, both parties agree to
resume performance of this Agreement with their best efforts.
7.
Language
This Agreement is written in both Chinese and English, and
executed in English only, and the executed English language Agreement
shall prevail in all cases. This Agreement is executed in two originals
and each Party holds one original. Each original has the same legal
effect.
8. This Agreement shall be governed by, and construed in
accordance with the laws of the People's Republic of China.
9. Settlement of Dispute
The parties shall strive to settle any dispute arising from, out
of or in connection with the interpretation or performance of this
Agreement through friendly negotiation. In case no settlement can be
reached through negotiation within six months, each party can submit
such matter to China International Economic and Trade Arbitration
Commission (the "CIETAC"). The arbitration shall follow the current
rules of CIETAC. The arbitration award shall be final and binding upon
the parties and shall be enforceable in accordance with its terms.
10. Amendments and Supplementary Agreements
Parties may negotiate and enter any amendments of this Agreement,
or supplementary agreements on matters not agreed upon herein. Any
amendments of this Agreement, or supplementary agreements shall be
valid only when made in writing and signed by both parties. Any
amendments of this Agreement, or supplementary contracts have equal
effect as this Agreement.
11. Without the prior written approval of Party A, Party B shall
not assign this Agreement, in part or in whole, to any third party.
12. Capable of Severing
Any of the provisions of this Agreement will be deemed as capable
of severing in the jurisdiction where it conflicts with the laws in
such jurisdiction. The invalid or unenforceable effect of such
provision in one jurisdiction should not be affected that in other
jurisdictions.
( A Signature Page Follows )
Signature Page
IN WITNESS WHEREOF the Part A and Part B hereto have caused this
Agreement to be duly executed on their behalf by a duly authorized
representative as of the date first written above.
Party A: Longdan International Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Chairman
Party B: Hubei Longdan Biological Medicine Technology Co. Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Chairman