VIE-独家经营合作协议-英文版.docx

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 in accordance with the laws of China.
4.1.2 Party A has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party A5s execution, delivery and performance of this Agreement do not violate any e?q)licit requirements under any law or regulation.
4.1.3 This Agreement constitutes Party A5s legal, valid and binding obligations, enforceable against it in accordance with its terms.
4.2 Party B hereby represents, warrants and covenants as follows:
4.2.1 Party B is a company legally established and validly existing in accordance with the laws of China and has obtained and will maintain all permits and licenses for engaging in the Principal Business in a timely manner.
4.2.2 Party B has taken all necessary corporate actions，obtained all necessary authorizations as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party B5s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation.
4.2.3 This Agreement constitutes Party B5s legal, valid and binding obligations, and shall be enforceable against it ir accordance with its terms.
5. Term of Agreement
5.1 This Agreement shall become effective upon executic provisions of this Agreement or terminated in
5.2 During the term of this Agreement，each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the application for renewal of its operation term is not approved by relevant government authorities.
5.3 The rights and obligations of the Parties under Sections 3,6,7 and this Section 5.3 shall survive the termination of this Agreement.
6. Governing Law and Resolution of Disputes
6.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.
6.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party^ request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the South China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Shenzhen. The arbitration award shall be final and binding on both Parties.
6.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
7. Breach of Agreement and Indemnification
7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this
Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.
7.2 Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event.
7.3 Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.
8. Force Majeure
8.1 In the case
any other events that cannot be predicted and are unpreventable and unavoidable by the affected Party, which directly or indirectly causes the failure of either Party to perform or completely perform this Agreement, then the Party affected by such Force Majeure shall give the other Party written notices without any delay, and shall provide details of such event within 15 days after sending out such notice, explaining the reasons for such failure of, partial or delay of performance.
8.2 If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the non-performance of its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party.
8.3 In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.
9. Notices
9.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail，postage prepaid，by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
9.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.
9.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).
9.2 For the purpose of notices，the addresses of the Parties are as follows:
10. Assignment
10.1 Without Party A’s prior written consent，Party B shall not assign its rights and obligations under this Agreement to any third party.
10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment. 
11. Severability
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall negotiate in good faith to rqjlace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such ive provisions shall be as close as possible to the
12. Amendments and Supplements
Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
13. Language and Counterparts
This Agreement is written in both Chinese and English language in two copies, each Party having one copy. The Chinese version and English version shall have equal legal validity (In the event that the Parties have any different interpretations about the Agreement, the Chinese version shall prevail).
The Remainder of this page is intentionally left blank

IN WITNESS WHEREOF，the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as