SERVICE AGREEMENT

服务合同

Between:

BEIJING COMPANY LTD, corporation organized and existing under the laws of the People’s Republic of China, with its principal place of business at Beijing, in this act represented by its authorized representatives, according to the Company’s By-laws, hereinafter referred to as; and

_________________________________________, corporation organized and existing under the laws

of ..............., with its principal place of business at ......................, in ......................., ..............., in this act represented by its authorized representatives, according to the Company’s By-laws, hereinafter referred to

as ................;

________________________，根据___________法律成立和存续的公司，营业地址位于

_________________，以下简称___________，在本协议中由根据公司的议事议程所授权的代表

代表，

The PARTIES resolved to agree this Service Agreement for the supply and application of the SERVICES,

as described hereunder, in accordance with the following clauses and conditions:

双方就根据以下条款与条件提供和接受的服务达成一致意见。

CLAUSE I - SCOPE

This AGREEMENT aims the rendering, on a non-exclusive basis, of specific labor force to be contracted by

______________, for the execution of ______________________________, hereinafter referred to as “SERVICES”, according to the Commercial and/or Technical Specification n.º ________ of

_______________, and the General Conditions of _____________ being the latter document registered at

the Notary’s Public Office of ..........., PRC, under n.º................., page ..........., book ............. and the Purchase Order presented by , as well as, based upon the Proposal and Budget Estimate issued by

_________________, on ....................... All aforementioned documents are attached hereto and are considered as an integral part of this AGREEMENT, and in case of conflict between the provisions of the General Conditions and those contained in the other documents aforementioned and in this AGREEMENT,

the provisions of the General Conditions will prevail.

第一条服务范围

本合同规定了缔约方根据__________的编号为__________的商务和/或技术说明书、经中华人民

共和国____________公证处于___本_____页______号公证的《综合条件合同》和提交的

订单，并且基于________于______日发表的《建议书》和《预算书》，向提供

____________（以下，称“服务”）的相关事宜。所有前述文件均为本合同附件，为本合同不可

分割的组成部分，如果《综合条件合同》的约定与其他前述文件以及本合同的有关约定相矛盾，则

以《综合条件合同》的约定为准。

CLAUSE II - PRICE, DELIVERY AND PAYMENT CONDITIONS

第二条价格、履行和付款

2.1 Price and delivery conditions will be negotiated by the PARTIES for each specific Purchase Order to be issued by related to the SERVICES described in Clause I, hereinabove, based on the Proposal and Budget Estimate issued by _________________

2.1 双方将根据_________提交的《建议书》和《预算书》，对发出的关于本合同第一条描述的服务的每一份订单的价格和履行进行协商。

2.2. In case the Proposal and Budget Estimate issued by _________________ is approved by it will issue the respective Purchase Order, being this the only document which releases the acquisition of the SERVICES, subject to the clauses and conditions of this AGREEMENT.

2.2 一旦认可__________提交的《建议书》和《预算书》，就将发出相应的订单，该等订单是预定服务的唯一文件，受合本合同约束。

2.3 The PARTIES expressly agree that ’s payments will be released up to the 15th (fifteenth) day of the month following the receipt of the respective invoice issued by _________________.

2.3 双方明确同意将于收到___________开具的付款通知单的次月的第15日内付款。

2.4Payment releases in relation to the SERVICES rendered by ____________ are conditioned to previous approval of the SERVICES by , after appraisal whether the SERVICES where executed strictly in accordance with conditions provided in this AGREEMENT. In the case the SERVICES were not executed in accordance with the conditions provided in this AGREEMENT, will have the right to suspend the payment releases until _____________ has cured its default, by remaking them at its own expenses. Additionally, in case there is a debit/ credit account between the PARTIES, eventual existing credit balance in favour of ______________ will be used to compensate and reimburse ’s evidence d losses originated by _______________ default.

2.4 在就服务是否按照本合同条款严格执行作出评估并认可其符合约定后才对________提供的服务付款。如果服务未能按照本合同条款严格执行，有权延期付款，直至__________更正该等过失自费重作。此外，如果双方之间存在有一定的债权/债务，最终的____________的债权将首先用来赔偿和补偿因___________的过错导致的损失。

2.5The obligations for tax, fiscal, social security and well-fare assessment legislation incurred by the execution of this AGREEMENT will be the responsibility of the Party as determined by the prevailing laws, and the cost thereof will be included in the price of the SERVICES as provided in Clause 2.1 hareinabove.

2.5 因履行本合同发生的有关纳税、财务、社会保险和福利等义务均应根据有关法律规定负担，相关的费用已包含于本合同第2.1款规定的服务价款中。

2.6 The price established at the Purchase Order shall prevail until the respective SERVICE is totally accomplished by _________________ and its execution is approved by .

2.6 订单约定的价格在相关服务已经________履行完毕并经认可前一直有效。

CLAUSE III - WARRANTY

第三条保证

3.1 __________________ warrants the SERVICES free of defects and failures, and therefore they will be rendered with due care and diligence, on a timely basis and to an acceptable standard. The warranty terms are applicable as follows:

3.1 ______________保证所提供的服务不含任何瑕疵与疏漏，并且将尽充分之注意并努力按时提供，保证达到可接受之水平。保证期如下：