战略合作协议(中英文).doc

Strategic Cooperation Agreement
战略合作协议

(hereinafter referred to as “Party A”),
and
(hereinafter referred to as “Party B”).
Party A and Party B shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

本战略合作协议于2017年1月6日由以下双方签订：
（以下简称“甲方”），
与
以下简称“乙方”
甲方和乙方以下单独称为“一方”，合称为“双方”。

PRELIMINARY STATEMENT
前 言

（A） China and Russia has a long-term friendship and trust each other on political aspect. Especially, under the framework of the Shanghai Cooperation Organization, both countries have strengthened all-round cooperative relations and steadily developed economic and trade relations.

（B） Party A is a Chinese liquor enterprise, with more than 10 years of experience in liquor manufacturing and an annual output of 10,000 tons. Its Yaoshun brand liquors are sold throughout China with highly good reputation. Its products gained Gold Award of Wine Quality in 2015. Party A intends to export its Yaoshun brand liquors to Russia.

（C） Party B is a Russian Chamber of Commerce, which has played an important role in promoting economic and trade exchanges between China and Russia. Party B intends to introduce the Yaoshun brand liquors of Party A to Russian market, and find suitable business partners for Party A.

THEREFORE, the Parties hereby agree as follows:
因此，双方特此协议如下：
1. Matters on which the parties have reached preliminary:
双方已达成初步的事项：
1.1 The export product is Yaoshun brand series liquors produced by Party A, including high, medium and low grade.

1.2 Party B provide shall a package solution for Party A's products entering the Russian market, including the selection of business partners, Russian market research, customs and clearance of products, collection and other related matters.
。

2. Matters on which the parties intend to conduct further negotiation
双方拟进一步磋商的事项
2.1 With regarding services provided by Party B, Part A shall pay commission to Party A based on case by case.
针对乙方提供的上述服务，甲方根据一事一议的原则向乙方支付相应的报酬。

3. Confidential Information
保密资料

3.1 From time to time prior to and during the term of this Agreement either Party (“disclosing Party”) has disclosed or may disclose to the other Party (“receiving Party”) business, marketing, technical, scientific or other information which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential (“Confidential Information”). The receiving Party shall, during the term of this Agreement and for 5 years thereafter:
本协议签署前以及在本协议有效期内，一方（“披露方”）曾经或者可能不时向对方（“受方”）披露该方的商业、营销、技术、科学或其他资料，这些资料在披露当时被指定为保密资料（或类似标注），或者在保密的情况下披露，或者经双方的合理商业判断为保密资料（“保密资料”）。在本协议有效期内以及随后5年内，受方必须：
（a） maintain the confidentiality of Confidential Information;
对保密资料进行保密；

（b） not to use Confidential Information for any purpose other than those specifically set out in this AGREEMENT; and
不为除本协议明确规定的目的之外的其他目的使用保密资料；

3.2 Upon the expiration or termination of this Agreement, and in any event upon the disclosing Party’s request at any time, the receiving Party shall (i) return to the other Party, or at the disclosing Party’s direction destroy, all materials (including any copies thereof) embodying the other Party’s Confidential information and (ii) certify in writing to the other Party, within ten days following the other Party’s Confidential Information.
本协议期满或终止后，或经披露方随时提出要求，受方应（1）向对方归还（或经对方要求销毁）包含对方保密资料的所有材料（包括其复制件），并且（2）在对方提出此项要求后十（10）日内向对方书面保证已经归还或销毁上述材料。

4. Public announcements
本备忘内容保密
Neither Party shall make any announcement or disclosure concerning the Agreement without the other Party’s prior written consent except as may be reasonably required by law.
除非按照法律规定有合理必要，未经另一方事先书面同意，任何一方不得就本协议发表任何公开声明或进行任何披露。

5. Intellectual property rights
知识产权
Both Parties acknowledge that they do not acquire any right in or any intellectual property rights (including without limitation, copyright, trademark, trade secret, know-how) of the other Party under this Agreement.
双方确认一方并未因本协议从另一方获得该方任何知识产权（包括但不限于版权、商标、商业秘密、专有技术等）或针对该知识产权的权利。

6. Amendment of Agreement
本协议的修改
The terms and conditions of this AGREEMENT shall be amended only by mutual written consent between the Parties.
对本协议进行修改，须双方共同书面同意方可进行。

7. Assignment of Agreement
本协议的转让
A party may not assign this Agreement to any third party without the written consent of the other party.
未经对方事先书面同意，任何一方不得转让本协议。

8. Party responsible for its own costs
各方承担各自费用
Except as may be provided under this Agreement, each Party is responsible for its own costs incurred in performing the activities contemplated by this Agreement.
除非本协议另有明确约定，任何一方应自行负担其从事本协议规定的活动所发生的费用。
9. No consequential damages
不承担间接损失
No Party is liable for any indirect, special or consequential loss or damage or any loss or damage due to loss of goodwill or loss of revenue or profit arising in connection with this agreement.
任何一方对与本协议有关的任何间接或附带损失或损害、商誉的损失或者损害或者收入或利润的损失不承担责任。

10. Effectiveness and termination of agreement
本协议的生效和终止
This agreement shall come into force on signature by both Parties and shall continue in effect until the earliest to occur of:
本协议经双方签字生效，至下列日期终止（以最早者为准）：
(a) the replacement of this Agreement with a Contract or further agreement;
双方登记合同或进一步的协议取代本协议；
(b) one years from the signing of this Agreement.
本协议签署一年后。

11. Governing Law and Arbitration
适用法律和仲裁
This Agreement shall be governed by the laws of the People's Republic of China. In the event that any dispute between the Parties arising in connection with this AGREEMENT cannot be resolved within a period of thirty (30) days on the basis of mutual consultation, then either of the Parties may refer such dispute to China International Economic and Trade Arbitration Commission in Beijing under the its arbitration rules.
本协议适用中国法律。双方之间由于本协议产生的任何争议应在三十(30)天内通过友好协商解决；如果未能解决，任何一方可以将争议提交北京中国国际经济贸易仲裁委员会按照其仲裁规则进行仲裁

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on the date first set forth above.
双方正式授权代表已于文首所载日期签署本协议，以资证明。