Miscellaneous China Document

MISCELLANEOUS CHINA DOCUMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Party A is engaged in the business of providing professional goods and services, including but not limited to the services described below; and

WHEREAS, Party B desires to retain Party A to perform certain services in the territory of the People's Republic of China on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their entire agreement regarding such services in this written Agreement.

SCOPE OF WORK

The parties agree that the services set forth above shall be performed in a commercially reasonable manner and in compliance with applicable laws and regulations within the territory where performance occurs.

PAYMENT TERMS

All amounts are payable in the currency specified in an invoice. If any payment is not received by the due date, Party A may suspend performance after providing written notice. Party B shall remain liable for interest and collection costs as provided above.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for cause upon material breach that remains uncured for the notice period described above. Termination shall not relieve either party of obligations accrued prior to termination, including outstanding payment obligations.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or which, under the circumstances, ought reasonably to be treated as confidential. Confidential Information includes business plans, technical data, pricing, client lists and other proprietary materials, but does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall not disclose such information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which such obligations shall survive for as long as the information remains a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions agreed by the parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments executed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No representation, promise, or inducement not expressly set forth in this Agreement shall be of any force or effect.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Delivery by certified mail, courier, or email with confirmation is acceptable.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that performance will comply with applicable laws and regulations, and that entering into this Agreement does not violate any other agreement or legal obligation of such party.

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