BETWEEN PARTY A AND PARTY B

CONSULTANCY AGREEMENT

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This agreement is made by and between:

PARTY A , a company existing under the laws of People registered office in xxxxxxx (Hereafter referred to as PARTY A”) 's Republic of China, having its

AND PARTY B, XXXXXXXXXX (Hereafter referred to as PARTY B ” PROJECT: Projects signed with ********. (Hereinafter refered to as “ the Project ” Whereas: 1. Party A is desirous of coop erati ng with Party B to carry out the said P roject ; 2. P arty B is agreeable to such coop eratio n; NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: ARITCLE 1 - APPOINTMENT OF CONSULTANT AND SCOPE OF COOPERATION Party A hereby appoints Party B as its consultants for the Projects in XXXX (COUNTRY) for CLIENT, subject to the terms and con ditio ns of this Agreeme nt. The con sulta nts acce pt such appoin tme nt and agree to kee p, observe and p erform the terms and con diti ons of the

Agreeme nt.

1.2

1.3 P arty B shall not pro vide third p arties of a comp etitive n ature the same service as

provided to Party A, for the same project throughout the effective term of this Agreeme nt. The service contemplated under this Agreement shall be restricted in XXXX(COUNTRY).

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ARTICLE 2 -SUBJECT MATTER OF THE AGREEMENT

2.1The p arties shall coop erate with each other in accorda nee with obligati ons and con diti ons contained here in the Agreeme nt.

ARTICLE 3 -OBLIGATION OF PARTY B

3.1P ARTY B is obligated to show its cap acity by pro vid ing all the esse ntial information, advice, consultation and other services requestedby PARTY A, in view of obta ining the p roject con tracts sig ned betwee n P ARTY A and the CLIENT and so as to secure the good executi on of the con tracts by coord in ati on and sol ving the p roblems occurred betwee n P ARTY A and the CLIENT.

PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote P ARTY A's p artici patio n in

the said P rojects in XXXX (COUNTRY), alo ng with XXXX (COUNTRY) authorities and p rivate en tities. That con sulta nt service is not limited in scope but the parties will agree on a list of targets which will constitute the initial basis of PARTY B ' s work.

3.2Upon the request of P ARTY A whe never necessary, P ARTY B should also:

Provide assistanee to PartyV s work in the client ' s country.

Supply to Party A with data concerning the market and other information including information on laws, payments, taxation and other standards in force in the client ' s country which could be n ecessary.

Take part in the prep arati on and submissi on of any writte n docume nt which must be p rese nted to clie nt in relati on to the P roject.

Assist Party A to fulfill con tractual obligati ons duri ng the course of imp leme ntatio n of the P roject Con tract.

4.1The Parties shall keep all information obtained in relation to this Agreement con fide ntial and shall not therefore divulge it to any third p arties.

4.2Any exce pti on to the above must be agreed to in writ ing by the P arties.

ARTICLE 4 -CONFIDENTIALITY

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