VIE 独家经营合作协议-英文版
Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”）is made and entered into by and between the following parties on August 5,2014 in Shenzhen，the People’s Republic of China (“China”or the “PRC”).
Party A:
Address:
Party B:
Address:
Each of Party A and Party B shall be hereinafter referred to as a “Party”respectively，and as the “Parties”collectively. Whereas,
(1) Party A is a wholly foreign owned enterprise established in China，and has the necessary resources to provide technical and consulting services;
(2) Party B is a company established in China with exclusively domestic capital and is permitted to engage in the business of Internet information push service and related business by relevant PRC government authorities. The businesses conducted by Party B currently and any time during the term of this Agreement are collectively referred to as the “Principal Business”;
(3) Party A is willing to provide Party B with technical support, consulting services and other services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A5s designee(s), each on the terms set forth herein.
Now, therefore, through mutual discussion, the Parties
Services Provided by Party A
1.1 Party B hereby appoints Party A as Party B5s exclusive services provider to provide Party B with comprehensive business support, technical services, consulting services and other services during the term of this Agreement, in accordance with the terms and conditions of this
Agreement, which may include all or part of services within the scope of Principal Business as determined by Party A from time to time, including but not limited to research and design of computer software and hardware, development of internet technology and communication technology; technology transfer, technology consulting, technology services and technology training.
1.2 Party B agrees to accept all the services provided by Party A. Party B flirther agrees that unless with Party A’s prior
written consent, during the term of this Agreement, Party B shall not directly or indirectly accq)t the same or any similar services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the services under this Agreement.
1.3 Service Providing Methodology
1.3.1 Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, maimer, personnel, and fees for the specific services.
1.3.2 To fiilfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A5s relevant equipment or property based on the needs of the business of Party B.
1.3.3 Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A5s sole discretion, any or all of the assets and business of Party B, to the extent permitted under PRC law, at the lowest purchase price permitted by PRC law. The Parties shall then enter into a sq>arate assets or business transfer agreement, specifying the terms and conditions of the transfer of the assets.
2. The Calculation and Payment of the Service Fees
Both Parties agree that, with respect to the services provided by Party A to Party B, Party B shall pay an annual service fee to Party A in the equivalent amount of certain percentage of Party B5s audited total operating income of such year. Detailed service fees shall be determined by
additional written agreement, and shall be paid upon Party A5s request. Party A may, without Party B5s consent, unilaterally adjust the service fees based on its own decision.
3. Intellectual Property Rights and Confidentiality Clauses
Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information
exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party5s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.
4. Representations and Warranties
4.1 Party A hereby represents，warrants and covenants as follows:
4.1.1 Party A is a wholly foreign owned enterprise legally established and validly existing