Technical Support Agreement - Beijing Fuhua Innovation Technology Development Co. Ltd. and China Finance Online (Beijing) Co. Ltd.
BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD.
and
CHINA FINANCE ONLINE (BEIJING) CO., LTD.
TECHNICAL SUPPORT AGREEMENT
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TECHNICAL SUPPORT AGREEMENT
THIS TECHNICAL SUPPORT AGREEMENT ("this Agreement") is entered into on this 27th
day of May, 2004 by and between Beijing Fuhua Innovation Technology Development
Co., Ltd. ("Party A"), a company organized and existing under the laws of the
People's Republic of China (the "PRC"), and China Finance Online Beijing) Co.,
Ltd. ("Party B"), a wholly foreign-owned enterprise organized and existing under
the laws of the PRC. Each of Party A and Party B shall hereinafter individually
be referred to as a "Party" and collectively as the "Parties".
WHEREAS:
Party A engages in businesses such as the operating of networks in PRC (the
"Business") and Party B possesses expertise and resources on technology involved
in the Business. Party A intends to retain Party B to provide relevant technical
support service with respect to the Business ("Technical Support Service"), and
Party B is willing to accept such retainer pursuant to the terms and conditions
of this Agreement.
The Parties hereby agree as follows:
ARTICLE 1 SERVICE AND PAYMENT
1. Party A hereby:
A. appoints Party B, effective as of the date of this Agreement, as the provider
of Technical Support Service relating to the Business as agreed by the Parties
from time to time; and
B. agrees to pay Party B a service fee, on a quarterly basis, within three(3)
months of the last day of each quarter (the "Service Fee").
The amount of the Service Fee shall be decided according to the Technical
Support Service provided by Party B upon request of Party A, and shall be
calculated in accordance with the number of days and personnel involved in the
Technical Support Service. In addition to the Service Fee, Party A shall
reimburse Party B for reasonable out of pocket expenses that incurred by Party B
in connection with providing the Technical Support Service under this Agreement,
including but not limited to, business trip costs, accommodation and meal costs,
transportation and telecommunication expenses. If Party A is not satisfied with
the services provided by Party B in the relevant period and requests deduction
of related Service Fee, or the actual fee paid by Party A is higher than the
Service Fee
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payable under this Agreement, Party A shall, upon mutual agreement between the
Parties, have the right to deduct the corresponding amount from the next payment
of Service Fee payable by Party A to Party B.
2. Party B agrees to provide the Technical Support Service listed in Schedule A
hereof and as requested by Party A.
3. Unless otherwise agreed by Party B in writing, Party A shall not retain any
third party to provide the services listed in Schedule A hereof.
ARTICLE 2 TERM, TERMINATION AND SURVIVAL
1. Term. This Agreement shall be effective upon execution hereof by authorized
representatives of the Parties and shall remain effective for a period of ten
(10) years, which will be automatically renewed for another one (1) year upon
expiry of each term unless Party B notifies Party A of its intention not to
renew thirty (30) days before the current term expires. Party A shall not
terminate this Agreement within the term of this Agreement.
2. No Further Obligations. Upon termination of this Agreement, Party B shall
have no further obligation to render any Technical Support Service hereunder to
Party A.
3. Survival. Termination of this Agreement shall not affect any obligation owed
by one Party to the other Party that has accrued prior to such termination.
ARTICLE 3 MISCELLANEOUS
1. Entire Agreement. This Agreement constitutes the entire agreement among the
Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings or arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
2. Amendment. No variation of, or supplement to, this Agreement shall be
effective unless the Parties have agreed in writing and have respectively
obtained the required authorizations and approvals (including an approval that
Party B must obtain from the audit committee or other independent institution,
which has been established under the Sarbanes-Oxley Act and the NASDAQ Rules, of
the board of directors of Party B's overseas holding company, China Finance
Online Co., Limited).
3. Waiver. A waiver on the part of any Party hereto of any rights or interests
of any part under this Agreement shall not constitute the waiver of any other
rights or interests or any subsequent waiver of such rights or interests. The
failure of any Party at any time to require performance by the other Party under
any provision of this Agreement shall not affect the right of such Party to
require full performance from the other Party at any time thereafter.
4. Assignment, Obligations of Transferees. This Agreement shall be binding upon
the Parties hereto and their respective successors and permitted transferees and
assignees and it shall be made for the interests of these parties. Without the
prior written consent of the other Party hereto, neither Party shall assign or
transfer any rights or obligations that it may have under this Agreement.
5. Governing Law. The execution, interpretation, performance and termination of
this Agreement shall be governed by and construed in accordance with the laws of
the People's Republic of China.
6. Notice. Any notice, request or other communication to be given or made under
this Agreement shall be in writing. Any such communication may be delivered by
hand, air-mail, facsimile or established courier service to the Parties'
addresses specified below or at such other address that a Party notifies to the
other Party from time to time, and will be effective upon receipt (if a
communication is delivered by facsimile, the time of the receipt of the
facsimile shall be the time when the sender receives a confirmed transmittal
receipt).
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For Party A:
Beijing Fuhua Innovation Technology Development Co., Ltd.
Address: Room 615, Ping'an Mansion, No. 23 Financial Street, West
District, Beijing, China
Postal Code: 10032
Attention: Jun Ning
Fax: 8610-6621-0640
For Party B:
China Finance Online (Beijing) Co., Ltd.
Address: Room 610B, Ping'an Mansion, No. 23 Financial Street,
West District, Beijing, China
Attention: Jun Ning
Fax: 8610-6621-0640
7. Severability. The invalidity, illegality or unenforceability of any provision
of this Agreement shall not affect the validity, legality or enforceability of
any other provisions. This Agreement shall continue in full force and effect
except for any such invalid, illegal or unenforceable provision.
8. Headings. The headings throughout this Agreement are for convenience only and
are not intended to limit or be used in the interpretation of the provisions of
this Agreement.
9. Language and Counterparts. This Agreement is executed in Chinese. This
Agreement and any amendment hereto may be executed by the Parties in separate
counterparts, each counterpart shall be the original and all of which together
shall constitute one and the same instrument.
10. Dispute Resolution. All disputes arising from the execution of, or in
connection with this Agreement shall be settled through amicable negotiations
between the Parties. If no settlement can be reached through amicable
negotiations, the dispute shall be submitted to the China International Economic
and Trade Arbitration Commission (CIETAC) Beijing Commission for arbitration, in
accordance with its then effective arbitration rules. There shall be three
arbitrators. The arbitration shall be held in Beijing and the language of the
arbitration shall be Chinese. The arbitral award shall be final and binding on
both Parties. The costs of the arbitration shall be borne by the losing Party,
unless the arbitration award stipulates otherwise.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized signatories as of the day and year first
written above.
Party A: Beijing Fuhua Innovation Technology Development Co., Ltd.
Authorized representative: [/s/ COMPANY SEAL]
(signature)
Party B: China Finance Online (Beijing) Co., Ltd.
(Seal)
Authorized representative: [/s/ COMPANY SEAL]
(signature)
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SCHEDULE A
TECHNICAL SUPPORT SERVICE TO BE PROVIDED
Technical Support Service to be provided by Party B to Party A shall be as
follows subject to the regulation of applicable laws:
1. Providing technical support and professional training necessary for
carrying out Party A's business.
2. Providing maintenance for computer facilities.
3. Providing website design and design, installation, testing and maintenance
services for Party A's network and computer system.
4. Providing overall safety services for Party A's website.
5. Providing database support and software services.
6. Other services related to Party A's business.