Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement
Internet
Banking Experiencing All-in-One Engine Strategic Cooperation
Agreement
Party A:
Henan Branch of China Construction Bank
Address:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Responsible
Party: Xu, HuiBin
Party B:
Shanghai Borong Dingsi Computer Technology Co., Ltd.
Address:
Suite 1776, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Legal
Person: ▇▇▇▇▇, ▇▇▇
In order
to spread the knowledge of internet banking, encourage clients to accept and use
internet banking as one of the new banking tools, exploit the potential of the
clients, discover new knowledge, new technique-using environment, search new
profit generation methods, Party A and Party B negotiate to adopt this strategic
cooperative model to develop the market for the purpose of expanding valid
client base, converting latent client value into patent one, to achieve the
purpose of mutual development. Party A and Party B agree to adopt this Agreement
as follows:
Section
1: Scope of Cooperation
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1.
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Party
A may use free of charge the Internet Banking Experiencing All-in-One
Engine (the “Engine,” which includes hosting machines, Knowledge and
Information Dissemination Screens, etc., with a value of RMB 14,000 Yuan
per Engine, the ownership of which belongs to Party B as provided in
detail in the appendix) provided by Party B to develop its internet
banking services. Party B may use the Engine and its Knowledge and
Information Dissemination Screens to publicize certain financial,
economical and cultural information with the scope of this Agreement to
spread the knowledge and exploit the potential value of
clients.
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2.
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Exclusivity
of Cooperation: With the term of this Agreement, Party A and Party B agree
to the exclusive cooperation of the similar product and the similar
cooperative method and to publicize certain financial, economical and
cultural information with the scope of this Agreement via the Knowledge
and Information Dissemination
Screens.
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3.
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The
term of this Agreement is EIGHT (8) years, starting from the effective
date of this Agreement. After the expiration of this Agreement, the
Parties may negotiate matters of further
cooperation.
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Section
2: Method of Cooperation
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1.
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Equipment
Installation and Operation
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i.
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Party
B shall install the Engines for all the websites owned by Party A, with at
least one Engine for each website. With the term of this Agreement, if
Party A is to add new websites, Party B shall install Engines for the new
website.
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ii.
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Party
A shall cooperate with Party B to select suitable areas of its websites
for the installation of the Engine, and provide Party B with such
necessity as internet, network, and electricity for the operation of the
Engines. Party A shall be responsible for the daily operation of the
Engines.
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iii.
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Party
B shall customize the installation of the Engine according to the layout
of the website hosting space of Party A, the size of the area, its
environment, facility and its style, in order to achieve harmony with the
surrounding areas.
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iv.
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Party
B shall maintain the Engine free of charge to Party A, upgrade the Engine
if necessary, and to provide new Engines for free if there is a need for
market development.
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v.
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In
order to achieve an economy of scale and real effects, websites which are
ready to be so equipped should be finished as soon as possible after the
signing of this Agreement.
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2.
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Knowledge
Dissemination
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i.
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Party
A is responsible for the design and development of Information
Dissemination Management Platform and Party B is responsible for the
dissemination of all information. If Party A should be fined or subjected
to any penalty by the government for the dissemination of information,
Party B agrees to be responsible for the damages suffered by Party
A.
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ii.
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The
scope of information dissemination under this Agreement includes such
financial, economical, cultural and educational information as internet
banking, bank cards, personal loans, insurance, funds, bonds related to
the clients of the China Construction Bank (the
“Bank”).
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iii.
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Party
B shall gather and edit information on a daily basis according to the
three principles of benefiting the development of the Bank’s sales,
meeting the needs of the Bank’s clients and following all applicable laws
and regulations. Party A shall monitor the work of Party B according to
the same three principles.
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Within
the term of this Agreement, if Party A is to discover that the information
disseminated by Party B exceeded the scope of this Agreement or that Party B
disseminated false information or other illegalities on the part of Party B,
Party A may terminate this Agreement free of any liability. If Party A is to be
sued by a third party or involved in litigation due to the above reasons, Party
B shall answer such lawsuits or participate in such litigation on behalf of
Party A using its own expenses and shall reimburse Party A for any and all
damages and expenses suffered therefore.
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iv.
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Party
A shall assist Party B in consolidating and analyzing the needs of the
clients and in gathering valuable
information.
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v.
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At
least two (2) hours should be reserved each day for such activities as
knowledge of internet banking, introduction of products and
marketing.
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3.
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Client
Base Expansion
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i.
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Party
A and Party B shall utilize this innovative service model to strengthen
their cooperation, work together to develop and nurture market needs, and
to diversify and expand client
base.
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ii.
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Party
A and Party B shall strengthen their business management, ensure the
smooth operation of their systems and services, better serve their
clients, consolidate client relations, enhance the satisfaction of clients
and to exploit value potentials.
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Section
3. Breach and Liability
With the
term of this Agreement, if Party A fails to cooperate with Party B exclusively
due to the fault of Party A, Party A shall pay to Party B the residual value of
the Engine (RMB 14,000 Yuan/per Engine). Party A shall continue to use the
Engine. The residual value of the Engine is calculated as follows:
Residual
Value = the value of the Engine * (8 – n) / 8
n is the
number of years of cooperation when this Agreement is terminated and n is less
or equal to 8 (years).
Party B
Breaches. If due to the fault of Party B, Party B fails to maintain or upgrade
the Engine so that the service fails to run properly, Party shall pay liquidated
damages to Party A for each such occurrence. Liquidated damages shall be 1,000
RMB Yuan per occurrence; If such occurrence exceeds three times (inclusive),
Party A may terminate this Agreement free of any liability in addition to be
paid the liquidated damages.
Party B
represents and warrants that the Engines it provided and any related softwares
do not infringe upon the intellectual property or any other rights of any third
party; if Party A is to be sued by a third party or involved in litigation due
to the above reasons, Party B shall answer such lawsuits or participate in such
litigation on behalf of Party A using its own expenses and shall reimburse Party
A for any and all damages and expenses suffered therefore.
Section
4 Miscellaneous
1. This
Agreement has four counterparts with each Party holding two copies. This
Agreement shall become effective upon the signing and sealing of the corporate
chops by the Parties’ respective legal person or responsible party.
2. The
Parties may agree to supplemental agreement to cover any related issues not
discussed herein and any adjustments necessitated by changed circumstances. Any
such supplemental agreements shall be incorporated into this Agreement and have
the same validity and enforceability.
Party A
(Seal):
/s/ ▇▇▇▇▇
▇▇
Responsible
Party or Authorized Representative
August 7,
2008
Party B
(Seal):
/s/ Hai
Cui
Legal
Person or Authorized Representative
July 18,
2008