NO. 3FKF-A 83.11.16.
SERVICE AGREEMENT
ARTICLE
1. SERVICES
2. COMPENSATION
3. RELATIONSHIP
4. EXCLUSIVITY
5. TAXES
6. CONFIDENTIALITY
7. REPRESENTATIONS AND WARRANTIES
8. INDEMNIFICATION
9. TERM
10. TERMINATION
11. GOVERNING LAW
12. ENTIRE AGREEMENT
l3. AMENDMENTS
14. ASSIGNMENT
15. NO WAIVER
16. NOTICES
SERVICE AGREEMENT
THIS AGREEMENT made and entered into this 20th day of March, 2005 by and between Marubeni Corporation, a corporation duly organized and existing under the laws of Japan, with its principal office at 4-2, Ohtemachi l-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called "Marubeni"), and Chinasoft Corporation (hereinafter called "Chinasoft"),
WITNESSETH:
WHEREAS, MARUBENI wishes to employ the services of Chinasoft as an advisor and consultant with respect to Accounting System; and
WHEREAS, Chinasoft is willing to perform such services for MARUBENI on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
ARTICLE 1. SERVICES
1.1. MARUBENI hereby requests and Chinasoft hereby agrees to perform the following services for MARUBENI, during the term of this AGREEMENT:
(a)
(b)
ARTICLE 2. COMPENSATION
2.1. As full compensation for the services to be rendered by Chinasoft to MARUBENI hereunder during the term of this AGREEMENT, MARUBENI shall pay Chinasoft the sum of United States Dollars three million (U.S 3,000,000.00) per year, payable in equal two installments of United
States Dollars one million five hundred thousand (U.S 1,500,000.00) within seven (7) days after the last day of each half year by telegraphic transfer remittance to Chinasoft's designated bank account. The compensation shall be reviewed yearly by the parties hereto prior to each anniversary of the date hereof.
(OPTION 1)
2.2. All costs and expenses incurred by Chinasoft in connection with the performance of its obligations hereunder shall be solely borne and paid by Chinasoft and MARUBENI shall in no event be responsible therefor.
(OPTION 2)
2.2. MARUBENI shall, promptly upon receipt of a suitable accounting of such expenses, reimburse Chinasoft for all transportation, hotel, entertainment and other expenses actually incurred by Chinasoft in connection with the performance of its obligations hereunder; provided, however, that if the total amount of the expenses expected to be incurred during any one (l) year, other than expenses to be incurred in connection with the performance of Chinasoft's obligations at the specific request of MARUBENI, will exceed United States Dollars one million (U.S.$1,000,000.00), Chinasoft shall obtain advance approval from MARUBENI with regard to such expenditure. Means and methods of accounting for such expenses shall be advised to Chinasoft by MARUBENI.
ARTICLE 3. RELATIONSHIP
3.1. Chinasoft is an independent contractor and not an employee or agent of or partner or joint venturer with MARUBENI by virtue of this AGREEMENT and nothing contained in this AGREEMENT shall be deemed or construed as constituting Chinasoft as an agent or legal representative of MARUBENI for any purpose whatsoever, or as conferring upon Chinasoft any right or authority to assume or create any obligation or responsibility, express or implied, orally or in writing, on behalf of or in the name of MARUBENI, or to accept legal process, or to make any warranty or representation on behalf of MARUBENI, or to bind or render MARUBENI or any of its property liable in any manner whatsoever without MARUBENI's express authorization in writing therefor.
ARTICLE 4. EXCLUSIVITY
4.1. Chinasoft shall, during the term of this AGREEMENT, act exclusively for MARUBENI with respect to the subject matter hereof and shall not represent or act on behalf of any third party, directly or indirectly, if to do so might, in MARUBENI's sole judgment, conflict with or compromise MARUBENI's interests hereunder.
ARTICLE 5. TAXES
5.1. All taxes, duties, levies, imposts or other charges, whether in the form of withholding or otherwise, to be levied or assessed by any level of government of any country, or any agency or instrumentality thereof, on the compensation stipulated in ARTICLE 2.1 hereof or the reimbursement of the expenses stipulated in ARTICLE 2.2 hereof and all costs and expenses to be incurred by MARUBENI in connection with the payment of the compensation, or the reimbursement of the expenses as aforesaid shall be borne and paid by Chinasoft.
ARTICLE 6. CONFIDENTIALITY