Business Services CNY

BUSINESS SERVICES AGREEMENT (CNY)

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider has specialized experience and expertise in providing the business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services, and Service Provider is willing to perform the services under the terms and conditions set forth in this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider will perform the services described below (Services). The Services shall include all tasks, deliverables, milestones and responsibilities necessary for completion as set forth in this Section and any attachments executed by the Parties.

PAYMENT TERMS

All fees payable under this Agreement shall be denominated in Chinese Yuan (CNY). Client shall pay Service Provider the fees set forth below in accordance with the schedule and terms herein.

Client shall be responsible for any taxes, duties or withholdings assessed in connection with payments under this Agreement. If withholding is required by law, Client shall provide documentation of such withholdings to Service Provider and shall pay any additional amounts necessary so that Service Provider receives the full amount due net of withholdings.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice of days to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure the breach within 30 days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether oral, written, electronic or other tangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation business plans, pricing, customer lists, technical data, designs and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section do not apply to information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession prior to receipt from the Disclosing Party without an obligation of confidentiality; (iii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party and certify in writing the destruction or return. The obligations of confidentiality shall survive for a period of three (3) years from termination or expiration of this Agreement, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Each Party shall be solely responsible for its own personnel, taxes and benefits.

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement, except to the extent arising from the other Party’s negligence or breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes the assigning Party’s obligations hereunder in writing.

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