Translation of Technology Development (Commission) Contract with Xinjian Sales Branch of China National Petroleum Corporation, Ltd.
Exhibit
10.9
Translation
of Technology Development (Commission) Contract with ▇▇▇▇▇▇▇
Sales
Branch of China National Petroleum Corporation, Ltd.
English
Translation
Registration
No. of the Contract
No
009,
2008
Program
name: Cash
Flow Management and Control Information System Development and
Maintenance
Party
A:
Xinjiang Sales Branch of China National Petroleum Corporation, L
td.
Party
B:
Pansoft
(Jinan) Company Ltd.
Signature
date: April
28, 2008
Place
of
Signature: Urlumuqi,
Xinjiang
Printed
by PRC Ministry of Science & Technology
Filling
Instructions
I.
This
contract is the demonstrated version of Technology Development (Commission)
Contract printed by PRC Ministry of Science & Technology; each Technology
Contract Registration Authority may recommend contract parties for reference
and
use.
II
This
contract is intended for that one party entrusts the other party to develop
new
technology, new product, new techniques, new material or new varieties and
its
system.
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 party.
IV
For
the unmentioned items in this contract, both parties may agree on supplementary
pages, taking as an inalienable part of the contract.
V
With
regard to agree non-filling clauses in this contract, a “NO” sign shall occur
beside this clause.
Technology
Development Contract
Party
A:
Xinjiang
Sales Branch of China National Petroleum Corporation, L td.
Address:
▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Legal
representative: ▇▇
▇▇▇▇▇
Implementing
unit of Party A: Finance Department
Contact
person of program:
▇▇▇▇
▇▇▇▇
Communication
address: ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
Party
B:
Pansoft
(Jinan) Company Ltd.
Address:
Floor
▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Building, High & New Tech Area, Jinan,
Shandong
Legal
representative: ▇▇▇▇
▇▇
Contact
person of program: ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Communication
address: Floor
▇, ▇▇▇▇ Software Building, High & New Tech Area, Jinan,
Shandong
Phone:
▇▇▇▇-▇▇▇▇▇▇▇▇
Fax:
▇▇▇▇-▇▇▇▇▇▇▇▇
Email:
▇▇▇@▇▇▇▇▇▇▇.▇▇▇.▇▇
Clause
1: General:
Party
A
retains Party B to research and develop the project of Cash
Flow Management and Control Information System Development and
Maintenance.
Party B
accepts the offer and implements this development project. In accordance
with
PRC
Contract Law,
the
parties enter into this contact hereby. The following clauses shall be strictly
abided and implemented by both parties. Party A authorizes Finance Department
as
its representative with full power to be responsible for this implementation
of
the project.
Clause
2: Service range and form
2.1
Technology development range:
2.1.1
The
said system shall be able to operate in B/S structure so as to reduce the demand
of
throughput
for broadband access in data transmission.
2.1.2
This system shall be able to manage essential database and customer information
and establish data selection and importing to establish link with Mudan Credit
Card and FMIS 7.0 to integrate different databases under consistency
requirement.
2.1.3
The
system shall enable centralized management of daily reports from sales network,
bank data, POS credit card transactions; perform data collection to obtain
the
information on inventory, sales quantity, payment and customers via system
networking and its modulated collection system; automatically read the
transaction records of POS, examine the data from sales daily report, bank
report with original transaction data for the purpose the monitoring cash
flow.
2.1.4.
The system shall enable cash flow control by comparing sales records with bank
reports, and assess the discrepancies in the records; provide alert report
based
on pre-set alert system so as to control the cash and cash Flow flow from gas
stations and dispatched delivery cars; analyze the sales cash flow monitoring
from shops and release alert after payment collected.
2.1.5.
The system shall be able to integrate FMIS7.0 with HQ standard platform,
Mudan/PetroChina Credit Card in seamless way to form unified system so as to
realize automatically generating invoices, customer information sharing, POS
record retrieve.
2.1.6.
The system shall be able to integrate functions of FMIS7.0 in terms of bank
report clearance, automatically import bank data and generate bank clearance
reports, support clearance process from branch responsibility centers; produce
bank balance adjustment tables and save the balance table on daily basis for
future examination.
2.1.7.
The system shall enable different data query, including gas station sales daily
report, gas station sales account, gas station sales products, bank balance,
transaction details, POS transaction and different alert information, sales
daily reports and invoices.
2.1.8.
The system shall be able to export data in the format of EXCEL or TXT to
facilitate data applications in ERP system, Gas Station Retail Management System
and Purchase/Sales/Inventory System.
(Please
refer to Cash Flow Management/Control System Function Requirements of China
Xinjiang Oil Sales Corporation for more details)
2
2.2
Development pattern: Concentrated development, on site service.
2.3
Technical development shall satisfy the technical requirements and acceptance
requirements:
Clause
3:
Service Term, Service Site and Progress
3.1.
Development Service Term: March 18 through October 31, 2008.
3.2.
Development Service Site: Xinjiang Sales Branch of Sinopec.
3.3.
Progress:
April/2008:
Completion of major demand analysis, launching design of some functions and
coding
Mid
June/2008: Completion of data collections and account process, on-site testing
ready
at
the
site of Party A, Urlumuqi,
and Xinjiang.
Later
June/2008: Online testing at Urlumuqi,
Xinjiang
September/2008
Launching in the whole province.
October
30, 2008, System inspection and acceptance
Clause
4: Technological data to be provided
4.1.
The
necessary technical material, data, or samples that Party A shall provide to
Party B
Business
documents related to the system development,
4.2.
The
necessary technical material, data, or samples that Party B shall provide to
Party A:
-
Sinopec
Xinjiang Sales Cash Flow Management and Control System (one set)
-
User’s
menu of Sinopec Xinjiang Sales Cash Flow Management and Control System electric
file (one set)
-
Sinopec
Xinjiang Sales Cash Flow Management and Control System presentation electric
file (one set).
Clause
5: Date, Place and Fashion of Inspection and Acceptance
5.1.
Party A will inspect and accept the accomplished results of this project on
Party A’s site on October 30, 2008.
5.2.
After inspection, Party A shall issue project acceptance report as written
witness to the result of inspection and acceptance.
5.3.
The
quality warrant term for this project covers one year period starting from
the
date of acceptance. Any quality problem in system operation, if occurred during
this period, Party B shall fix or redo the development free charge.
3
Clause
6: Fee and Payment
6.1.
Total charge for the development of this project is RMB 1,062,400.00, covering
software development cost and implementation cost. All fund needed for the
development shall be borne by Party A and paid to Party B in accordance with
this contract.
6.2.
Payment Schedule:
6.2.2
Installments of the payment:
6.2.2.1.
Pay 30% of this contract price within 10 days after the effective date of this
contract.
6.2.2.2.
Pay 40% of this contract price after the completion of testing
phase.
6.2.2.3.
Pay 25% of this contract price within 10 days after final inspection and
acceptance of the project. 5% remaining balance serves as quality warrantee
and
shall be paid to Party B within 10 days after the warrantee term ends as
completion of the total payment (in case of no quality problem).
6.4
Other
provisions
None
6.5
If
the contract belongs to related party transactions, the payment method agreed
to
by both parties shall not violate the relevant regulations regarding financial
settlements between related party transactions.
Clause
7:
Rights
and Obligations
7.1.
Rights of Party A
7.1.1
Party A has the right to require Party B to provide technical service result
in
accordance with this contract
7.1.2.
Party A has the right to inspect Party B’s service
7.1.3.
Party A has the right to request any adjustment or revision shall any problem
be
identified in Party B’s service period
7.1.4.
Request any technical material or guidance related from Party B.
7.2.
Obligations of Party A
7.2.1.
Provide all the technological, data, materials or sample listed in Clause 4.1.
within 10 days after the effective date of this contract.
7.2.2.
Provide Party B with the following working condition: office space.
Cost
of
the above-mentioned working condition shall be borne by Party A.
7.2.3.
Respond to the request from Party B for improving or replacing any technical
material, data, documents, samples that are not in accordance with the contract
within __ days after notified.
7.2.4.
Pay to Party B according to this contract.
7.2.5.
Inspect the result of project development in accordance with this
contract.
7.3.
Rights of Party B
7.3.1.
Accept technical materials, data, documents and samples from Party
A
7.3.2.
Obtain the payment after the delivery of the accomplished achievement for the
project in accordance with the requirements specified in this
contract.
7.3.3.
Notify Party A to improve or replace the technical materials, data, sample,
documents or working conditions which do not match the requirements by this
contract on receiving it or within 7 days after starting to work. After 7 days,
all materials provided by Party A are deemed accepted, any request to replace
becomes invalid request.
7.4.
Obligations of Party B
7.4.1.
In
line with Party A’s requirements, Party B shall on its own complete the
stipulated work.. Party A reserves the right to reject the payment request
and
terminate this contract unilaterally if Party B subcontracts the job to any
third party without written consent from Party A.
7.4.2.
Party B shall safeguard all the technical materials and samples provided by
Party A. Shall any material, samples or equipment be exposed to the risk of
damage during contract execution period, Party B shall stop working and inform
Party A immediately. All the materials and samples must be returned to Party
A
within one month after the job completion and no materials can be duplicated
or
reserved by Party B.
7.4.3.
The employees of Party B shall comply with Party A’s regulations when entering
into Party A’s premise. Any loss of Party B due to Party B member’s violation of
Party A’s regulations shall be borne by Party B.
7.4.4.
After acceptance of the project development, Party B shall transfer the related
technical knowledge to Party A and provide all related technical material and
guidance.
7.4.5
Representative of Party A must be in compliance with the rights of Party A
and
do nothing harmful to Party A’s interests. If any dispute between two parties
occurs in performing this contract, it is the responsibility of Party A’s
representative to find solution.
4
Clause
8. Health, Safety and Environment Protection
Both
parties shall
be in
compliance with the addendum related to health, safety and environment
protection.
Clause
9. Confidentiality and Intellectual Property Rights
9.1.
The
new technological accomplishments developed by Party A based on the
technological service results of Party B belong to Party A.
9.2.
The
new technologic achievements obtained by Party B during the implementation
of
this contract, including but not limited to: new technology, new process, new
methodology, new innovation, new discovery, and the related intellectual
property right are treated according to the following Item 9.2.1 (Party A can
use it free charge)
9.2.1.
Party A owns it, but Party B has the right to use it for free.
9.2.2.
Technological achievements belonging to Party B, used by Party A. Party A may
not transfer to third party without Party B’s consent; Party B can transfer the
technologic result and related intellectual property right without impacting
the
application right of Party A.
9.2.3
.Technological achievements belonging to both parties, mode of profit
allocation; one party shall not transfer the technologic achievements without
the ascent of the other party.
9.4.
Confidentiality
9.4.1.
During the contracted term, all materials and the existing achievements and
related materials of Party A disclosed to Party B in the service process related
to the implementation of this contract, including but not limited to drawing,
diagram, data and so on, are Party A’s property and shall be treated in
confidential way. Party B shall not release confidential information in any
form
during the contract period or any time after this contract without written
permission of Party A. But the followings do not belong to confidential
information:
A.
Information that has already entered public domain;
B.
Information gained legally from any third party who bears no obligation of
confidentiality to the information;
9.4.2.
New technology and new methodology owned by Party B shall be deemed as
confidential information. Without the written permission of Party B in advance,
Party A shall not release confidential information to any third party in any
form.
9.4.3.
This provision of confidentiality remains legally binding within one year after
the contract period.
Clause
10: Warranties
Either
party shall warrant that the equipment, materials, technique, software or other
intellectual properties provided for the purpose of performing the contract
do
not infringe the intellectual property right of any third party during the
application of the other party. In case of infringement occurring to the third
party’s property rights, the provider shall be in charge of the negotiation with
the third party and shall shoulder all the legal and financial responsibility
and indemnify the other party for any loss so caused and keep the other party
unharmed.
5
Clause
11:
Outside Relationship
It
is
Party B’s sole responsibility to handle any working relations with other service
providers.
Clause
12: Force Majeure
12.1.
Both parties define force Majeure as the following events: earthquake, typhoon,
flood, fire, war or other unforeseeable, insurmountable and inevitable affaires
or situation.
12.2.
If
it is impossible for one party to implement this contract due to force Majeure,
the party shall immediately report reasons in written form to the other party
and take any necessary action to reduce the loss caused by force Majeure and
provide evidence of Force Majeure within 7 days after the occurrence.
12.3.
If
this contract cannot be executed or completed within the contract term due
to
force Majeure, the loss caused shall be borne by both parties. If the affected
party does not notify the other party or take the necessary action to control
the scope of the loss so as to enlarge the loss, the affected party shall
compensate the other party for the enlarged part. After the completion of force
Majeure or its aftermath, if the contracted objectives can be realized, both
parties shall commit to continue the contract and the related obligations in
the
condition that the contract term shall be expanded.
Clause
13:
Breach
of Contract
13.1
Party A’s liabilities for breach of contract
13.1.1
Party A shall bear 5 % of the contract price as penalty if Party A does not
provide related technological materials, data, samples and working condition
according to the contract so that Party B cannot finish the service item in
line
with the contracted standard.
13.1.2
Party A shall pay Party B according to the payment schedule. If Party A delays
the payment for more than 45 days, it shall pay party B late fee in line with
the bank deposit interest rates for the corresponding period for days
delayed.
13.1.3
Party A shall compensate the direct loss it causes to Party B shall it violate
the confidentiality obligations as stipulated in clauses 9.4.2 and
9.4.3.
13.1.4
Other provisions:
13.2
Party B’s liabilities for breach of contract
13.2.1.
If Party B cannot complete the service item, it shall bear 5 % of the contract
price
as
penalty and compensate the direct loss it causes to Party A while Party A
reserves the right to terminate this contract unilaterally;
13.2.2
If
Party B delays to deliver the results, it shall bear 0.1 % of the contract
price
as penalty for one day delayed and continue implementing the contract. If Party
B still does not finish its task after 10 days delay, Party A has the right
to
terminate the contract unilaterally and Party B shall return all service fee
Party A has paid;
13.2.3
If
Party B does not finish the service item according to the contract standards,
Party B shall be responsible for adjustment to meet the contracted standards.
If
the contracted term is due, Party A may allow a certain period to Party B as
make-up time depending on circumstances. During make-up time, Party B shall
continue implementing the contract until its results meet the contracted
standards. If Party B still cannot finish the service according to contracted
standards when the make-up time is due, or if Party A does not allow make-up
time, Party A has the right to terminate the contract unilaterally when the
make-up time or the contract term is due and Party B shall return all service
fee Party A has paid. If Party B finishes the task within the make-up time,
as
it has delayed the delivery, Party B shall pay late fee according to
13.2.2;
13.2.4
During the term of the contract, if Party B finds the technological materials,
data, samples or working conditions and so on fail to meet contracted
requirements but does not notify Party A in written form within the term of
the
contract in line with clause 7.3.3 so that technological service is stopped,
delayed or prevented from implementation, Party B shall bear 0.1 % of the
contract price as penalty;
13.2.5
Party B shall compensate the direct loss it causes to Party A shall it violate
the confidentiality obligations in clauses 9.4.1 and 9.4.3.
13.2.6
Other provisions:
Clause
14 : Indemnity
14.1.
Party B shall be responsible for any insurance coverage necessary for its
equipment and employees. In event of any damage and harmful consequence
occurring to Party B (with the exception of Party A’s fault), Party B shall look
to its insurer for coverage, instead of Party A.
14.2.
As
for any damage on equipment or harmful impact on employees of Party B caused
by
fault of Party A, Party B shall make claim from its own insurer, Party A only
cover the part of loss not covered by Party B’s insurer.
6
Clause
15:
Taking
Effect, Change of Contract Terms, and Termination
15.1
The Contract enters into force upon signing and and sealing by legal
representatives or authorized persons of the parties.
15.2
This Contract may be modified, and the modification shall be in written
form.
15.3
This Contract shall be terminated under any one of the following
situations:
15.3.1
This Contract has been performed;
15.3.2
Both parties intend so after negotiation;
15.3.3
Either party does so relying on clause 15.4.
15.3.4
Other provisions:
15.4
Where any of the following situations occurs to one party, the other party
has
the right to notify the party to terminate the contract in whole or partially,
without prejudice to any remedies available:
15.4.1
bankruptcy or liquidation;
15.4.2
Events of force majeure last for 30 days, and render impossible the contract
purpose;
15.4.3
violating confidentiality obligations;
15.4.4
failing to perform obligations under this Contract and failing to make
corrections within 30 days or a period agreed to by both
parties;
15.4.5
other provisions:
Clause
16:
Dispute
Both
parties shall amicably solve disputes over performing this contract. When the
disputes can’t be dissolved through consultation, confirm _the
second method as
the
means for handling disputes:
1.
Apply
for arbitration in the Arbitration Committee where
contract signature place locates;
2.
File
proceeding on people’s court of Urlumuqi City according to law
Clause
17:
Point
of Contact
Both
parties confirm, within the valid period of this contract, Party A designates
▇▇▇▇
▇▇▇▇
as the
contact person of Party A’s program,
Address:
▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
Phone:
▇▇▇▇-▇▇▇▇▇▇▇
Party
B
designates ▇▇▇▇▇
▇▇▇▇▇▇▇▇ as
the
contact person of Party B’s program.
Entrusted
party (party B): Pansoft
(Jinan) Company Ltd.
Address:
Floor
▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Building, High & New Tech Area, Jinan,
Shandong
Phone:
▇▇▇▇-▇▇▇▇▇▇▇▇
Clause
18
Miscellaneous
This
contract takes effect on the same day after authorized representatives from
both
parties have signed and sealed it.
18.1
With
unmentioned items during the implementation of this contract, both parties
shall
resolve it amicably and make amendments in accordance with the related laws
and
regulations of PRC. Amendments shall be abided and implemented by both
parties.
18.2
This
contract has four
copies;
each party holds two, bearing same legal effect.
Party
A:
Xinjiang
Sales Branch of China National Petroleum Corporation, L td
(seal)
Legal
representative/entrusted agent: ▇▇▇▇
▇▇▇▇ (signature)
Party
B:
Pansoft
(Jinan) Company Ltd (seal)
Legal
representative/entrusted agent: ▇▇▇▇
▇▇ (signature)
7