Exclusive Business Turnkey Agreement Party A Shenzhen iASPEC Software Engineering Company Limited Party B Bo Hai Wen Technology (Shenzhen) Company Limited Date: October 9, 2006
Party
A
Shenzhen
iASPEC Software Engineering Company Limited
Party
B
Bo
Hai
Wen Technology (Shenzhen) Company Limited
Date:
October 9, 2006
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ARTICLE
I. DEFINITIONS
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4
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Section
1.01 DEFINED TERMS
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4
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Section
1.02 CONSTRUCTION OF CERTAIN TERMS AND PHRASES
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5
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ARTICLE
II TURNKEY OF BUSINESS
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5
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SECTION
2.01 TURNKEY OF BUSINESS
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5
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SECTION
2.02 ASSIGNABILITY AND CONSENTS
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6
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ARTICLE
III CONSIDERATION
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6
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ARTICLE
IV EFFECTIVE AND EXPIRATION DATE
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7
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ARTICLE
V REPRESENTATIONS AND WARRANTIES OF PARTY A
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7
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SECTION
5.01 ORGANIZATION
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7
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SECTION
5.02 AUTHORITY OF PARTY A
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7
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SECTION
5.03 NON-CONTRAVENTION
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7
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SECTION
5.04 LITIGATION
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7
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SECTION
5.05 COMPLIANCE WITH LAW
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8
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SECTION
5.06 NO NON-COMPETITION AGREEMENTS OR PREFERENTIAL
OBLIGATIONS
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8
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SECTION
5.07 NO OTHER REPRESENTATIONS AND WARRANTIES
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8
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ARTICLE
VI REPRESENTATIONS AND WARRANTIES OF PARTY B
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8
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SECTION
6.01 ORGANIZATION
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8
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SECTION
6.02 AUTHORITY OF PARTY B
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8
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SECTION
6.03 NON-CONTRAVENTION
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9
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SECTION
6.04 LITIGATION
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9
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SECTION
6.05 COMPLIANCE WITH LAW
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9
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SECTION
6.06 NO NON-COMPETITION AGREEMENTS OR PREFERENTIAL
OBLIGATIONS
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9
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SECTION
6.07 NO OTHER REPRESENTATIONS AND WARRANTIES
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10
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ARTICLE
VII COVENANTS OF THE PARTIES
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10
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SECTION
7.01 REASONABLE BEST EFFORTS
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10
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SECTION
7.02 COOPERATION
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10
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SECTION
7.03 ACCESS
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10
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ARTICLE
VIII CONDITIONS TO THE OBLIGATION OF PARTY A
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11
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SECTION
8.01 REPRESENTATIONS, WARRANTIES AND COVENANTS
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11
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SECTION
8.02 NO ACTIONS OR PROCEEDINGS
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11
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SECTION
8.03 OTHER DELIVERIES
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11
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ARTICLE
IX CONDITIONS TO THE OBLIGATIONS OF PARTY B
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11
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SECTION
9.01 REPRESENTATIONS, WARRANTIES AND COVENANTS
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11
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SECTION
9.02 NO ACTIONS OR PROCEEDINGS
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12
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SECTION
9.03 OTHER DELIVERIES
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12
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ARTICLE
X INDEMNIFICATION
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12
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SECTION
10.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, ETC.
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12
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SECTION
10.02 INDEMNIFACTION
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12
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ARTICLE
XI TERMINATION AND ABANDONMENT
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13
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ARTICLE
XII MISCELLANEOUS
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14
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SECTION
12.01 CONFIDENTIALITY
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14
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SECTION
12.02 NOTICES
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14
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SECTION
12.03 ENTIRE AGREEMENT
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14
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SECTION
12.04 WAIVER
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14
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SECTION
12.05 GOVERNING LAW
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15
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SECTION
12.06 EXPENSES
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15
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SECTION
12.07 COPIES
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15
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THIS
EXCLUSIVE BUSINESS TURNKEY AGREEMENT ( "Agreement") is made and entered as
of
October 9, 2006 by and between Shenzhen iASPEC Software Engineering Company
Limited, a China corporation ("Party A"), and Bo Hai Wen Technology (Shenzhen)
Company Limited, a wholly owned foreign enterprise formed under the law China
(“Party B”). The Agreement would become effective on the date of the Agreement
(the “Effective Date”).
Recitals
WHEREAS,
Party A is mainly engaged in the business of developing computer software,
multimedia technology, computer networks and application systems, computer
surveillance and information management, and the sales of related products;
developing and selling electronic products, computer software/hardware and
communication equipment; and importing and exporting goods and technology
(“Party A’s Practice of Business”)
WHEREAS,
Party B is engaged in similar businesses as Party A (“Party B’s Practice of
Business”)
WHEREAS,
Party A and Party B desire to enter into the Agreement pursuant to which Party
A
shall turnkey ALL of its Business Contracts (as defined below) to Party B
EXCLUSIVELY in exchange for an annuity of $180,000 per year for a term of 30
years; payable on October 9 of each year, commencing in 2006.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties agree
as
follows:
ARTICLE
I.
DEFINITIONS
Section
1.01 DEFINED TERMS
For
purposes of this Agreement, the following terms shall have the respective
meanings indicated:
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(a)
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“Agreement”
has the meaning set forth in the preamble
hereto.
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(b)
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“Business”
means ALL the existing and future operations of Party A’s Practice of
Business.
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(c)
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“Business
Contracts” means ALL of the existing and future contracts signed and will
be signed by Party A for or associate to Party A’s
Business.
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(d)
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“Party
A” has the meaning set forth in the preamble
hereto.
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(e)
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“Party
B” has the meaning set forth in the preamble
hereto.
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(f)
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“Expiration
Date” means the date 30 years after the effective
date.
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(g)
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“Expenses”
means ALL expenditures incurred from fulfilling Business Contracts
(as
defined below).
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(h)
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“Party
A’s Assets” means any asset of Party A (whether tangible or intangible,
known or unknown, asserted or unasserted, and liquidated or
unliquidated).
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(i)
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“Party
A’s Liabilities” means any liability of Party A (Whether known or unknown,
asserted or unasserted, absolute or contingent, accrued or unaccrued,
liquidated or unliquidated, and due or to become due), including
any
liability for Taxes.
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(j)
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“Party”
means each of Party A and Party B.
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Section
1.02 CONSTRUCTION OF CERTAIN TERMS AND PHRASES
Unless
the context of this Agreement otherwise requires: (a) words of any gender
include each other gender; (b) words using the singular or plural number also
include the plural or singular number, respectively; (c) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
Agreement; (e) the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or”; and (f) the term
“including” or “includes” means “including without limitation” or “includes
without limitation.” Whenever this Agreement refers to a number of days, such
number shall refer to calendar days unless Business Days are
specified.
ARTICLE
II
TURNKEY OF BUSINESS
SECTION
2.01 TURNKEY OF BUSINESS
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(a)
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Subject
to the terms and conditions of this Agreement, Party A shall turnkey
to
Party B, all of its Business starting from the Effective
Date.
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(b)
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Both
Parties agree that starting from the effective date of this Agreement,
Party B is responsible for executing and operating ALL the Business
Contracts entered by Party A. All the Expenses incurred should be
borne by
Party B and therefore recorded on Party B’s book. Other kinds of expenses
not included in the definition of Expenses specified in Section 1.01
(g)
should be borne by Party A.
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(c)
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Starting
from the effective date of this Agreement, new Business Contracts
should
be signed by Party B directly. However, in order to maintain the
convenience of operations and take the advantage of Party A’s branding
products, Party B is entitled to require Party A to sign certain
Business
Contracts under Party A’s name. Such contracts signed by Party A will be
performed and undertaken by Party B exclusively. Party B may also
require
Party A to perform certain part of the Business Contracts because
of its
know-how; the costs incurred by Party A for such operations will
be borne
by Party B.
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(d)
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Except
matters that Party A has clearly, accurately and completely disclosed
without any misrepresentation to Party B before this Agreement is
duly
signed and recognized by Party B in written form or after this Agreement
is duly signed, Party B will not be obliged to bear any responsibilities
on any promises, responsibilities or constraints made by Party A
prior to
the effective date of this agreement. For any promises, responsibilities
or constraints made by Party A and not being recognized by Party
B in
written form, Party A will bear whole responsibilities and will also
be
responsible to compensate Party B immediately for any loss or damage
incurred by the related promises, responsibilities or
constraints.
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SECTION
2.02 ASSIGNABILITY AND CONSENTS
Notwithstanding
anything to the contrary contained in this Agreement, if any part of the
Business would be (a) prohibited by any applicable Law or (b) would require
any
authorizations, approvals, consents or waivers from a third Person or
Governmental or Regularity Authority and such authorization, approvals, consents
or waivers shall not have been obtained prior to the effective date, then in
either case the Contract shall proceed to be into effect without such part
of
Business; provided that nothing in this Section 2.02 shall be deemed to waive
the rights of Party B not to consummate the transactions contemplated by this
Agreement if the conditions to its obligations set forth in Article IX
have not
been satisfied. Subject to Section 8.02, in the event that the Agreement comes
into force without the conveyance of such part of Business, then the Parties
shall use their reasonable best efforts, and cooperate with each other, to
obtain promptly such authorizations, approvals, consents or waivers; provided,
however, that Party B shall not be required to pay any consideration to obtain
any such authorization, approval, consent or waiver. Once such authorization,
approval, consent or waiver is obtained, Party A should convey such part of
the
Business to Party B at no additional cost.
ARTICLE
III
CONSIDERATION
Party
B
shall pay $180,000 per year, payable each year on October 9, commencing in
2006,
to Party A as consideration for this Agreement through the entire term of the
Agreement.
ARTICLE
IV
EFFECTIVE AND EXPIRATION DATE
Unless
this Agreement is earlier terminated pursuant to Article XI, the
Agreement will
be
effective on October 9 2006 and will expire on October 8, 2036, for a period
of
30 years.
ARTICLE
V
REPRESENTATIONS AND WARRANTIES OF PARTY A
SECTION
5.01 ORGANIZATION
Party
A
is a corporation duly organized, validly existing and in good standing under
the
laws of China and has all requisite power and authority to carry on the Business
as currently conducted by it.
SECTION
5.02 AUTHORITY OF PARTY A
Party
A
has all necessary power and authority and has taken all actions necessary to
enter into this Agreement. Party A has taken all action required by Law, its
Deed of Formation, Articles of Association or otherwise to be taken by it to
authorize the execution and delivery of this Agreement by Party A. This
Agreement has been duly and validly executed and delivered by Party A and,
when
executed and delivered by Party B, will constitute a legal, valid and binding
obligation of Party A enforceable against it in accordance with its terms except
(a) as limited by applicable bankruptcy, insolvency, reorganization , moratorium
and other laws of general application affecting enforcement of creditors’ rights
generally, and (b) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.
SECTION
5.03 NON-CONTRAVENTION
The
execution and delivery by Party A of this Agreement does not, and the
performance by Party A or its obligations under this Agreement hereby will
not:
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(a)
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Conflict
with or result in a violation or breach of any of the terms, conditions
or
provisions of the Deed of Formation, Article of Association or other
organizational documents of Party A.
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(b)
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Assuming
the receipt of all consents, waivers, approvals, Orders or authorizations
of Governmental and Regulatory Authorities required to be obtained
by
Party A and the making of all registrations, declarations or filings
with
Governmental and Regulatory Authorities required to be made by Party
A,
conflict with or result in a violation or breach of any term or provision
of any Law applicable to Party A and its
Operation
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SECTION
5.04 LITIGATION
There
are
no Actions or Proceedings pending or, to the knowledge of Party A, threatened
or
reasonably anticipated against, relating to, affecting or arising in connection
with (a) the Contract of Business; (b) this Agreement; (c) any transaction
contemplated by this Agreement; Party A is not subject to any Order that could
reasonably be expected to materially impair or delay the ability of Party A
to
perform its obligations hereunder.
SECTION
5.05 COMPLIANCE WITH LAW
Party
A
is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties
or
the operation of its businesses.
SECTION
5.06 NO NON-COMPETITION AGREEMENTS OR PREFERENTIAL OBLIGATIONS
The
contracted Business is not subject to any non-competition agreements with,
or
other agreements granting any preferential right to execute and perform such
Business to, third parties.
SECTION
5.07 NO OTHER REPRESENTATIONS AND WARRANTIES
EXCEPT
FOR THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN ARTICLE
V
OF THIS
AGREEMENT, PARTY A DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY INFORMATION FURNISHED BY
PARTY A WITH REGARD TO THE OPERATIONS, INCLUDING THE FUTURE PROFITABILITY FO
THE
OPERATIONS. EXPECT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH
IN
THIS ARTICLE V,
PARTY B
AGRESS THAT PARTY A SHALL NOT HAVE ANY LIABILITY TO PARTY B RESULTING FROM
THE
DISTRIBUTION OF OR FAILURE TO DISTRIBUTE ANY INFORMATION TO PARTY B, OR PARTY
B’S USE OF ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO PARTY B
IN
ANY FORM.
ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF PARTY B
SECTION
6.01 ORGANIZATION
Party
B
is a corporation duly organized, validly existing and in good standing under
the
laws of China and has all requisite power and authority to carry on the Business
as currently conducted by it.
SECTION
6.02 AUTHORITY OF PARTY B
Party
B
has all necessary power and authority and has taken all actions necessary to
enter into this Agreement. Party B has taken all action required by Law, its
Deed of Formation, Articles of Association or otherwise to be taken by it to
authorize the execution and delivery of this Agreement by Party B. This
Agreement has been duly and validly executed and delivered by Party B and,
when
executed and delivered by Party B, will constitute a legal, valid and binding
obligation of Party B enforceable against it in accordance with its terms except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights
generally, and (b) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.
SECTION
6.03 NON-CONTRAVENTION
The
execution and delivery by Party B of this Agreement does not, and the
performance by Party B or its obligations under this Agreement hereby will
not:
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(c)
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Conflict
with or result in a violation or breach of any of the terms, conditions
or
provisions of the Deed of Formation, Article of Association or other
organizational documents of Party B.
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(d)
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Assuming
the receipt of all consents, waivers, approvals, Orders or authorizations
of Governmental and Regulatory Authorities required to be obtained
by
Party B and the making of all registrations, declarations or filings
with
Governmental and Regulatory Authorities required to be made by Party
B,
conflict with or result in a violation or breach of any term or provision
of any Law applicable to Party B and its
Business.
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SECTION
6.04 LITIGATION
There
are
no Actions or Proceedings pending or, to the knowledge of Party B, threatened
or
reasonably anticipated against, relating to, affecting or arising in connection
with (a) the Business; (b) this Agreement; (c) any transaction contemplated
by
this Agreement; Party B is not subject to any Order that could reasonably be
expected to materially impair or delay the ability of Party B to perform its
obligations hereunder.
SECTION
6.05 COMPLIANCE WITH LAW
Party
B
is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties
or
the operation of its businesses.
SECTION
6.06 NO NON-COMPETITION AGREEMENTS OR PREFERENTIAL OBLIGATIONS
Party
B
has not and will not enter into any non-competition agreements with, or other
agreements granting any preferential right to execute and perform such
Operations to, third parties.
SECTION
6.07 NO OTHER REPRESENTATIONS AND WARRANTIES
EXCEPT
FOR THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN ARTICLE
VI
OF THIS
AGREEMENT, PARTY B DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY INFORMATION FURNISHED BY
PARTY B WITH REGARD TO THE BUSINESS, INCLUDING THE FUTURE PROFITABILITY OF
THE
BUSINESS. EXPECT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH
IN
THIS ARTICLE VI,
PARTY A
AGREES THAT PARTY B SHALL NOT HAVE ANY LIABILITY TO PARTY A RESULTING FROM
THE
DISTRIBUTION OF OR FAILURE TO DISTRIBUTE ANY INFORMATION TO PARTY A, OR PARTY
A’S USE OF ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO PARTY A
IN
ANY FORM.
ARTICLE
VII
COVENANTS OF THE PARTIES
SECTION
7.01 REASONABLE BEST EFFORTS
ONABLE
BEST EFFORTS
EST
EFFORTS
RTS
Each
of
the Parties shall use its reasonable best efforts to take, or cause to be taken,
all action, or to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws to make effective the actions and transactions
contemplated by this Agreement and to cause the conditions to the obligations
of
the other party hereto to consummate the actions and transactions contemplated
hereby to be satisfied, including obtaining all consents and approvals of all
Personas and Governmental or Regulatory Authorities and removing any injunctions
or other impairments or delays that are necessary, proper or advisable to the
consummation of the actions and transactions
contemplated by this Agreement.
SECTION
7.02 COOPERATION
Each
Party shall cooperate fully with the other in preparing and filing all notices,
applications ,submissions, reports and other instruments and documents that
are
necessary, proper or advisable under applicable Laws to consummate and make
effective the actions and transactions contemplated by this Agreement, including
Party A’s cooperation in the efforts of Party B to obtain and consents and
approvals of any Governmental or Regulatory Authority required for Party B
to be
able to
execute
the contracted
Business.
SECTION
7.03 ACCESS
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(a)
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From
the date hereof until the effective date, Party A shall, and shall
cause
its clients to, permit Party B and its representatives to have access,
during regulator business hours and upon reasonable advance notice,
to the
Contracted Business. Party A shall use its best effort to assist
Party B
in its investigation of the Contracted Business; It being understood
that
Party B shall reimburse Party A promptly for reasonable and necessary
out
of pocket expense incurred by Party A in Complying with any such
request
by or on behalf of Party B
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(b)
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Upon
the request of Party A, Party B shall at all times following the
effective
date, to the extent permitted by Law, grant to Party A and its
representatives the right, during normal business hours, to inspect
and
copy the Books and Records and other documents related
to the Contracted Business.
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ARTICLE
VIII
CONDITIONS
TO THE OBLIGATION OF PARTY A
The
obligation of Party A to effect the actions and transactions contemplated hereby
is subject to the satisfaction (or waiver by Seller), at or before the effective
date, of
each of
the following conditions:
SECTION
8.01 REPRESENTATIONS,
WARRANTIES AND COVENANTS
All
representations and warranties of Party B contained in this Agreement shall
be
true and correct in all material respects on and as of the effective date as
thought given on and as of such date and Party B shall have performed all
agreements and covenants required by this Agreement to be performed by it
prior
to or
on the effective date.
SECTION
8.02 NO ACTIONS OR PROCEEDINGS
No
Actions or Proceedings that question the validity or legality of the actions
and
transactions contemplated hereby shall have been instituted or threatened and
not
settled
or otherwise terminated.
SECTION
8.03 OTHER DELIVERIES
Party
B
shall have delivered to Party A such other certificates and documents necessary
for the operation of Contracted Business that are
reasonably requested by Party A.
ARTICLE
IX
CONDITIONS
TO THE OBLIGATIONS OF PARTY B
The
obligation of Party B to effect the actions and transactions contemplated hereby
is subject to the satisfaction (or waiver by Party B), at or before the
effective date, of
each of
the following conditions:
SECTION
9.01 REPRESENTATIONS,
WARRANTIES AND COVENANTS
All
representations and warranties of Party A contained in this Agreement shall
be
true and correct in all material respects on and as of the effective date as
though given on and as of such date, and Party A shall have performed all
agreements and covenants required by this Agreement to be performed by it prior
to or on the effective date, except where the failure of any representations
and
warranties to be true and correct, individually or in the aggregate,
will
not have an Adverse Effect.
SECTION
9.02 NO ACTIONS OR PROCEEDINGS
No
Actions or Proceedings that question the validity or legality of the actions
and
transactions contemplated hereby shall have been instituted or threatened and
not
settled
or otherwise terminated.
SECTION
9.03 OTHER DELIVERIES
Party
A
shall have delivered to Party B such other certificates and documents necessary
for the operation of the Business that are reasonably
requested by Party B.
ARTICLE X
INDEMNIFICATION
SECTION
10.01 SURVIVAL OF
REPRESENTATIONS, WARRANTIES, ETC.
The
representations and warranties of Party A or Party B contained in this Agreement
shall survive the Effective Date and remain in full force and effect until
the
Expiration Date. All representations and warranties contained in this Agreement
and all claims with respect thereto shall terminate on the expiration date;
provided that if notice of any claim for indemnification pursuant to Section
9.02 (a) (ii)
or 9.02
(b) (ii)
shall
have been given prior to the Expiration Date and such notice describes with
reasonable specificity or description the circumstances with respect to which
such indemnification claim relates, such indemnification claim shall survive
until such time as
such
claim is finally resolved.
SECTION
10.02 INDEMNIFACTION
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(a)
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By
Party A. Subject to Section 9.03, from and after the Effective Date,
Party
A shall indemnify, reimburse, defend and hold harmless Party B from
and
against any and all costs, losses, liabilities, damages, lawsuits,
deficiencies, claims and expenses (including reasonable fees and
disbursements of attorneys) (collectively, the “Damages”), incurred in
connection with, arising out of, resulting from or incident to
(i)
any breach of any covenant or agreement of Party B herein; (ii)
the inaccuracy or breach of any representation or warranty made by
Party A
in this Agreement; (iii)
Government Rebates or Other Rebates arising out of Party A’s fraudulent or
criminal conduct; (iv)
the conduct of the Business prior to the effective
date
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(b)
|
By
Party B. Subject to Section 9.03, from and after the Effective Date,
Party
B shall indemnify, reimburse, defend and hold harmless Party A from
and
against any and all Damages incurred in connection with, arising
out of,
resulting from or incident to (i)
any breach of any covenants or agreement of Party B herein; (ii)
the inaccuracy of breach of any representation or warranty made by
Party B
in this Agreement; (iii)
the failure of Party B to pay and perform any duties; (iv)
the conduct of the Business after the effective
date
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(c)
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Procedures.
The indemnified Party shall give the indemnifying Party written notice
(an
“Indemnification Claim Notice”) within 30 days (or such other additional
reasonable period that the Indemnified Party can establish is reasonably
necessary to permit it to determine whether to make a request for
indemnification) of any Damages or discovery of fact upon which such
indemnified party intends to base a request for indemnification under
Section 9.02 (a) or Section 9.02 (b), but in no event shall the
indemnifying party be liable for any Damages that result from failure
to
provide such notice within such period. Each Indemnification Claim
Notice
must contain a description of the claim and the nature and amount
of such
Damages (to the extent that the nature and amount of such Damages
are
known at such time). The indemnified Party shall furnish promptly
to the
indemnifying Party copies of all papers and official documents received
in
respect of any Damages.
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(d)
|
THE
INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND
TO
SPECIAL, EXEMPLARY OR CONSEQUIENTIAL DAMAGES, INCLUDING BUSINESS
INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES; PROVIDED, HOWEVER,
THIS
EXCLUSION IS NOT INTENDED TO, NOR SHALL, EXCLUDE ACTUAL OR COMPENSATORY
DAMAGES OF THE AFFECTED PARTY.
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(e)
|
From
and after the Effective Date, the remedies set forth in this Article
IX
shall be exclusive and in lieu of any other remedies that maybe available
pursuant to any statutory or common law with respect to any losses
of any
kind or nature incurred directly or indirectly resulting from or
arising
out of any breach of this Agreement; provided, however, that Party
B or
Party A may seek appropriate equitable relief in a court of proper
jurisdiction. Nothing herein is intended to, nor shall be construed
to,
affect, have an interpretative effect on, modify or terminate any
other
contract between either party hereto or any rights or obligations
under any such contracts.
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ARTICLE
XI
TERMINATION AND ABANDONMENT
The
Agreement maybe be terminated and/or abandoned at any time prior to the
effective date:
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(a)
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by
bilateral written agreement of Party A and Party B; or
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(b)
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by
either Party A or Party B if the other party becomes insolvent or
seeks
protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such
proceeding is instituted against the other party which proceeding
remain
undismissed
for a period of 30 days;
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ARTICLE XII
MISCELLANEOUS
SECTION
12.01 CONFIDENTIALITY
After
the
Agreement becomes effective, neither party shall, without the prior written
consent of the other party, disclose to any Person confidential information
relating to or concerning the Contracted Business, except to such party’s
employees or representatives who need to know such information or such party
has
been advised by counsel that the disclosure is required under applicable law
or
a national securities exchange or
another
similar regulatory
body.
SECTION
12.02 NOTICES
All
notices, requests and other communications hereunder must be in writing and
delivered to the parties at the following address or facsimile
numbers:
If
to
Party A to:
Shenzhen
iASPEC Software Engineering Company Limited
▇▇▇▇
▇,
▇/▇, ▇▇▇▇▇ ▇, Tian An Cyber Park, Chegongmiao, Shenzhen, Guangdong, 518040,
P.R.C.
Telephone:
(▇▇) ▇▇▇-▇▇▇▇▇▇▇▇
Facsimile:
(▇▇) ▇▇▇-▇▇▇▇▇▇▇▇
If
to
Party B to:
Bo
Hai
Wen Tecnology (Shenzhen) Company Limited
Unit
F,
2/F, Block 6, Tian An Cyber Park, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
P.R.C.
Telephone:
(▇▇) ▇▇▇-▇▇▇▇▇▇▇▇
SECTION
12.03 ENTIRE AGREEMENT
This
Agreement supersedes all prior discussions and agreements among the parties
with
respect to the subject matter hereof and contains the sole and entire agreement
among the parties hereto with respect
to
the subject matter
hereof.
SECTION
12.04 WAIVER
Any
term
of condition of this Agreement maybe be waived at any time by the party that
is
entitled to the benefit thereof, but no such waiver shall be effective unless
et
forth in a written instrument duly executed by or on behalf of the party waiving
such term or condition. No waiver by any party hereto of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this Agreement
or
by law or otherwise afforded, will be
cumulative and not alternative.
SECTION
12.05 GOVERNING LAW
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
CHINA AND ANY COUNTRY OR REGION WHERE THE
CONTRACTED BUSINESS OPERATED
IN.
SECTION
12.06 EXPENSES
Except
as
otherwise provided in this Agreement, each party hereto shall pay its own
expenses and costs incidental to the preparation of this Agreement and to the
fulfillment
of the
terms contemplated
hereby.
SECTION
12.07 COPIES
This
Agreement is made in duplicated copies. Each of which will be deemed as
original, but all of which together will constitute one and the same
instrument.
IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto all
as
of the date first above written.
Shenzhen
iASPEC Software Engineering Company Limited
/s/
Zhang
Xian
By:
___________________________________
Name:
Zhang Xian
Title:
President
Bo
Hai
Wen Technology (Shenzhen) Company Limited
/s/
▇▇▇
▇▇▇▇▇ Huai
By:
___________________________________
Name:
▇▇▇
▇▇▇▇▇ Huai
_____________________
_____________________________________________
_____________________
_____________________________________________
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