Translation of Technology Service Contract between Shengli Oil Field Administration And Pansoft (Jinan) Company Ltd.
English
Translation
Exhibit
10.14
Translation
of Technology Service Contract
between
Shengli
Oil Field Administration
And
Pansoft
(Jinan) Company Ltd.
Party
A:
Shengli Oil Field Administration
Party
B:
Pansoft (Jinan) Company Ltd.
Signature
date: April, 2008
Place
of
Signature: Dongying, Shandong
Term
of
Contract: 04/01/2008 - 12/31/2008
1
Drafting
Instructions
| I. |
This
contract draft serves as an illustrative version of Technology Development
(Commission) Contract produced by PRC Ministry of Science & Technology
and provided to Technology Contract Registration Authority so as
to be
recommended to technological contracting entities as a reference
to
facilitate their contract drafting.
|
| II. |
This
contract is intended to address to the contracting situation in which
one
party provide its technology and knowledge (as Entrusted) to the
other
party to solve specified technical problems.
|
| III. |
When
multiple persons 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 agreed non-filling clauses in this contract, a “None or NA” sign
should be filled to the clause which not applicable to the specific
contracting relationship or
environment.
|
2
In
compliance with PRC
Contract Law
and on
basis of consensus of both parties after adequate discussion and communication,
this contract is hereby reached where party A retains Party B to develop single
drill budget management information system of Shengli Oil Field Administration
for party A and Party A pays Party B for the service rendered.
| I |
The
Parties and Communications:
|
Omitted
| II. |
Technical
Requirements for this Development
Project
|
1.
Technological Objectives: Develop single drill budget management information
system and provide Party A an information platform so as to apply modern
Internet technical management measures to establish accounting and budget
management system aiming single drill well as management objective. Enhance
and
integrate single drill tender decision, contracting, technical design,
budgeting, cost analysis, performance assessment into a completed and
controllable process to solve the problems in budgeting lag behind, lose
controlling. Party A will expand and introduce this system application to whole
business.
2.
Technological Content: Apply B/S system structure and adopt one level accounting
business process and management model, develop cost accounting, management
process and establish accounting and budgeting system on basis of single drill
well to realize integration of development cost budgeting, revenue projection,
settlement, decision analysis module , quantified job assignment system,
construction job network settlement system.
3.
Technical Methodology and Path: Development technology will adopt life cycle
method coupled with ante type method, apply Java technology and J3EE platform,
adopt SYBASE database to realize centralized data management, adopt secured
interface to connect with outside system integration.
3
III.
Expected Development Progress and Goal
|
year
|
No.
|
Content
|
Specifics
expected
|
Period
|
Place
of experiment
|
Acceptance
approach
|
Responsible
person
|
|
2008
|
1
|
research
|
Business
demands, design plan of new system
|
04/2008
|
Evaluation
|
Feng
Xuewei
|
|
|
2008
|
2
|
Overall
design
|
Description
of business process, forming data structure
|
inspection
|
Feng
Xuewei,
|
||
|
2008
|
3
|
Detailed
design
|
Algorithm
of different functions
|
04/2008
- 05/2008
|
inspection
|
Feng
Xuewei, ▇▇▇ ▇▇▇▇▇▇▇
|
|
|
2008
|
4
|
development
|
All
function modules
|
04/2008
- 05/2008
|
others
|
▇▇▇
▇▇▇▇▇▇
|
|
|
2008
|
5
|
testing
|
Testing
report
|
06/2008
|
inspection
|
▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇
|
|
|
2008
|
6
|
Test
running
|
System
manual
|
06/2008
|
inspection
|
Wang
Xuqi
|
|
|
2008
|
7
|
System
training
|
System
training instructions
|
06/2008
|
other
|
▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ Xuqi
|
|
|
2008
|
8
|
System
implementation
|
Acceptance
report
|
06/2008
|
other
|
Feng
▇▇▇▇▇▇
|
| ▇▇. |
Compensation
and Payment Schedule
|
Party
A
will pay technological development cost and compensations
| 1. |
Total
development cost and compensation: 886,000
RMB
|
| 2. |
Party
A pay to Party B for the amount specified above in the following
payment
schedule:
|
| a) |
After
completion of Phase I by end of April 2008 - payment 300,000
RMB
|
| b) |
After
completion of Phase II by end of June 2008 - payment 486,000
RMB
|
| c) |
After
completion of Phase III by end of December 2008 - payment 100,000
▇▇▇
|
▇
| V. |
Supervision
and Evaluation
|
Party
B
shall use the R & D fund only on its intended purpose in scientific and
reasonable way. Party A has the right to supervise and audit the spending of
the
said fund and the progress of the project.
Party
B
shall, in accordance to Clause 2, 3, item 3 of Clause 4, submit to Party A
the
progress report and fund spending report every half year, and submit
annual
development report in writing form in every September as well as fund spending
report.
Party
A
has the right to conduct medium evaluation of the project evaluating the
technology, feasibility, economic prospect and the capacity of Party B to
accomplish the project.
| VI. |
Subcontracting
|
Without
written approval from Party A, Party B shall not subcontract the project in
whole or in part to any third party. In
case
of obtaining approval from Party A, Party B shall sign confidentiality report
with the third party with confidentiality obligations no less than that provided
in Clause 12. The subcontracting contract shall register with Party
A.
| VII. |
Delivery
and Acceptance
|
| 1. |
Delivery
Content
|
Party
B
shall according to Clause 2 deliver to Party A all the research and development
results in scientific and truthful way. The delivered materials for acceptance
shall include but not limited to some or all of the following
items:
Research
report
Testing
report
Application
report
Process
package
Computer
software
5
Sample
machine
Quality
standards
Repetitive
experiments
Economic
return, social return analysis report
IP
introduction
Proprietary
technology
Analysis
report of equivalent technologies abroad
Report
and proof regarding scientific breakthroughs in field of environmental
protection and production security
Budget
statement
Audit
report
Companies
and personnel contributing to the project.
| 2. |
form,
number, time and place of delivery
|
written
form (2 copies), electronic form
time:
06/2008
place:
Dongying
| 3. |
acceptance
|
Upon
expiration of the Contract, it is to be inspected and accepted by way of
evaluation. If Party A finds it necessary, it may arrange people to conduct
repetitive experiment on delivered product.
When
the
Contract expires but the project does not reach acceptance stage or is rejected,
a 30-day period of improvement and modification shall be granted subject to
approval from Party A. Acceptance within this period of grace is not deemed
breach of contract. When the period of grace comes to an end, but the product
is
still unacceptable, it shall be deemed breach of contract and be handled
according to item 2 of Clause 13.
6
| VIII. |
Representations
and warranties
|
| 1. |
Party
A makes the representations and warranties
that
|
Party
A
owns the legal qualifications to hire companies for technology development,
and
has acquired business license. By signing and performing this Contract Party
A
will not violate authorization or approval the state may require;
| l |
Party
A shall pay the R & D fund as per
agreement;
|
| l |
Party
A shall conduct inspection and acceptance as per agreement, and timely
accept qualified development
results;
|
| l |
Party
A shall provide technical materials and accomplish the collaborative
matters as per agreement.
|
| 2. |
Party
B makes the following representations and
warranties:
|
| l |
it
owns the qualifications to undertake technology development project,
and
has acquired business license. By signing and performing this Contract
Party B will not violate authorization or approval the state may
require;
|
| l |
it
shall have the capacity to perform this
Contract;
|
| l |
it
guarantees the independence, scientific nature, and truthfulness
of the
development product delivered, and delivers all data, materials and
technology secret to Party A as per Clause
7;
|
| l |
it
guarantees that the development product delivered to Party A will
not
constitute infringement against any rights owned by third party.
|
| l |
It
warrants that before executing this Contract it has briefed Party
A in
writing IP rights owned by Party B concerning the project (including
patents in the process of application and already granted). Party
B agrees
that Party A has the right to use said intellectual property related
to
the project.
|
7
| IX. |
Risk
taking and modification to the
contract
|
| 1. |
technical
risks
|
When
one
party finds technical risks exist and may cause the failure of the project
in
whole or in part, it shall notify the other party within 30 days after it knows
or shall know, and take measures to reduce damage. The parties shall negotiate
to modify or terminate the Contract. If the party fails to make the notification
in time which leads to increased loss, it shall compensate for the increased
loss.
| 2. |
risks
of technology being disclosed by
others
|
In
performing this Contract, if the technology to be developed is made public
by
other people, Party B shall notify Party A within 30 days after it knows or
shall know, and the parties negotiate to modify or terminate the Contract.
If
the party fails to make the notification in time which leads to increased loss,
it shall compensate for the increased loss.
| 3. |
risks
related to technology and market
change
|
If
due to
technology and market change Party A deems it no economic value to carry on
the
development project, Party A has the right to notify Party B to modify or
terminate the Contract at any time. From the date when the notification is
made,
Party A pays Party B for work already accomplished but not the unfinished
work.
Any
modifications to the Contract shall be in written form.
| X. |
Ownership
of the technology result
|
| 1. |
The
parties agree that the rights regarding technology result and related
intellectual property produced in performing this Contract (including
but
not limited to ownership, use right, patent application right, patent,
licensing right, assignment right, right to benefit) belong to Party
A or
jointly owned by both parties.
|
| 2. |
The
development people who accomplish the project have the right to have
their
names related to the technology result and be presented relevant
honor and
award.
|
| XI. |
Follow-up
improvement on the technology
result
|
| 1. |
Both
parties have the right to conduct follow-up innovation on the said
technology result.
Any practical improvement or IP right so produced belong to the party
conducting the innovation. Party A and its affiliated companies have
the
right to use the technology improvement done by Party
B.
|
| 2. |
The
improvement jointly conducted by both parties shall be shared by
both
parties, and the benefits go as agreed in item 1, Clause
10.
|
8
Clause
12
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.
| XII. |
Breach
of Contract Liabilities
|
Any
Party
shall be liable for any breach of contract which leads to delay, failure,
intellectual property infringement regarding the project:
| 1. |
Liabilities
of Party A
|
If
Party
A violates clause 4 and refuses to pay development fund, Party B has the right
to terminate the Contract and claim for damage or ask the party to pay a
liquidated damage (no more than 50% unpaid balance of the development fund).
9
If
Party
A violates clause 4 and pay the development fund later than expected, which
leads to Party B’s failure to deliver the product in time, Party B has the right
to postpone delivery to make up for the delayed time.
| 2. |
Breach
of Contract liabilities for Party B
|
If
Party
B violates Clause 12 and 7 resulting in its failure to deliver the development
result, Party A has the right to terminate the Contract. If Party B is found
to
be at fault, it shall refund all the development fund, and pay penalty (no
more
than 50% of the fund already paid).
If
Party
B violates item 2 of Clause 8 and Clause 12, it shall compensate Party A for
all
its loss, and pay a penalty of 10% of the contract price unless proven to not
at
fault.
| XIV. |
Notice
and Service
|
All
the
notice and communications shall be in written form (electronic sending in
advance acceptable), which shall be sent to the contact persons and addresses
on
page 1 in ways of personal delivery, fax, registered mail.
Personal
delivery or registered male are valid when actually serviced, and fax will
be
deeded done when receiving confirmation from the receivers. Any change to the
project contacts in clause 1 shall be notified 5 days in advance.
| XV. |
Force
majeure
|
Force
Majeure means external events that happens unforeseeably, inevitably and unable
to control and overcome the occurrence and consequences to any party, including
but not limited to wars, strikes, acts of government, serious natural disasters
and other circumstances by mutual agreement of both Parties
10
Force
Majeure preventing any party from performing any of its obligations under this
contract, in whole or in part, the party shall not be regarded as breach the
Contract in the scope of Force Majeure. Loss directly or indirectly to any
Party
(Except as otherwise provided herein) caused by force Majeure shall be borne
by
the parties on their own。
The
affected party shall take appropriate measures to prevent further loss, inform
the other party in writing as soon as possible and provide an explanation after
Force Majeure occurs. Both Parties shall conduct friendly negotiation and take
remedial measures to minimize the loss.
| XIII. |
Breach
of Contract Liabilities
|
1.
Liabilities for Party A
If
Party
A violates Clause 4 by refusing to pay R & D fund, Party B has the right to
terminate the Contract and claim for damage or penalty (no more than 50% of
unpaid fund).
If
Party
violates Clause 4 by delaying payment of development fund, and leads to Party
B
failing to deliver the product in time, Party B has the right to postpone
delivery.
2.
Liabilities for Party B
If
Party
B violates Clause 2, 7 and fails to deliver the technology product, Party A
has
the right to terminate the Contract. If Party B is found at fault, it shall
refund all development fund and pay penalty (no more than 50% of the part
already paid).
If
Party
B violates item 2 of Clause 8 and Clause 12, Party B shall compensate Party
A
for all its losses and further pay penalty of 10% of the Contract price with
the
exception of proving not at fault.
| XVI. |
Dispute
resolution
|
Any
dispute arising in connection to this Contract shall be solved in amicable
negotiation. Where negotiation does not solve the dispute, the parties shall
resort to___A_____ method:
11
| A. |
submit
to Dongying Aribitration Commission for
arbitration;
|
| B. |
litigation
in court;
|
| C. |
submit
to Sinopec internal dispute settlement
committee.
|
XVII.
Terms and terminology
XVIII.
Miscellaneous
| 1. |
This
Contract has one appendice.
|
| 2. |
Appendice
is an integral part of this Contract with same power as the Contract.
In
case of conflict between the two, the Contract
prevails.
|
| 3. |
With
any undecided matters, the parties shall consult each
other.
|
| 4. |
This
Contract exists in 6 copies, each party holding 3 with same
power.
|
| 5. |
This
Contract is executed in April 2008 in Dongying. This Contract enters
into
force upon signing and sealing by both
parties.
|
Party
A:
Shengli Petral Administration, Sinopec
Party
B:
Pansoft (Jinan) Company Ltd.
12