服务合同 英文

NO. 3FKF-A 83.11.16.SERVICE AGREEMENTARTICLE1. SERVICES2. COMPENSATION3. RELATIONSHIP4. EXCLUSIVITY5. TAXES6. CONFIDENTIALITY7. REPRESENTATIONS AND WARRANTIES8. INDEMNIFICATION9. TERM10. TERMINATION11. GOVERNING LAW12. ENTIRE AGREEMENTl3. AMENDMENTS14. ASSIGNMENT15. NO WAIVER16. NOTICESSERVICE AGREEMENTTHIS 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; andWHEREAS, 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. SERVICES1.1. MARUBENI hereby requests and Chinasoft hereby agrees to perform the following services for MARUBENI, during the term of this AGREEMENT:(a)(b)ARTICLE 2. COMPENSATION2.1. 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 UnitedStates 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. RELATIONSHIP3.1. 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. EXCLUSIVITY4.1. 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. TAXES5.1. 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. CONFIDENTIALITY6.1. Chinasoft acknowledges that certain secret and confidential information belonging to MARUBENI may be furnished to Chinasoft hereunder.. Chinasoft shall treat such information as strictly confidential and shall not disclose such information to any other person, firm or corporation or use such information for any purpose other than to perform its obligations hereunder.. This provision shall survive the termination of this AGREEMENT, for whatever reason. ARTICLE 7 REPRESENTATIONS AND WARRANTIES7.1. Chinasoft hereby represents and warrants to MARUBENI that:(a) Chinasoft is legally free to enter into this AGREEMENT;(b) Neither the execution of this AGREEMENT nor the performance of any of the terms and conditions hereof will conflict with or violate any term or condition of any other agreement to which Chinasoft is a party or by which Chinasoft may be bound, and(c) Chinasoft shall comply with all applicable laws, orders and regulations when performing its obligations hereunder.7.2. Chinasoft shall not, in connection with the performance of its obligations under this AGREEMENT, make any payment or give anything of value to any third party if such payment: (a) is intended to be used for political purposes or to influence any official or employee of any government, or of any subdivision, agency or instrumentality thereof;(b) would constitute a bribe, kickback or illegal payment; or(c) would result in the denial of a tax deduction or other tax benefit to MARUBENI.ARTICLE 8. INDEMNIFICATIONChinasoft hereby agrees to indemnify and hold MARUBENI harmless from and against any loss, damage, cost, claim or liability which may be incurred by or asserted against MARUBENI as a result of a breach by Chinasoft of any term, condition, representation or warranty contained in this AGREEMENT.ARTICLE 9. TERM9.1. This AGREEMENT shall become effective on the date first above written and shall, unless earlier terminated pursuant to ARTICLE 10 hereof, continue for an initial term of one (1) year.9.2. Thereafter, unless earlier terminated pursuant to ARTICLE 10 hereof, this AGREEMENT shall be automatically extended for additional periods of one (1) year each unless one party informs the other party of its intention to terminate this AGREEMENT at least fourteen (14) days prior to the expiration of the initial term or any extension thereof.ARTICLE 10. TERMINATION10.1. Either party may forthwith terminate this AGREEMENT by notice to such effect to the other party if the other party commits a breach of any term or condition of this AGREEMENT and fails to remedy the same within thirty (30) days after notice from the breach and demanding that the same be remedied.10.2 Either party may forthwith terminate this AGREEMENT at any time by notice to such effect to the other party if bankruptcy, insolvency or reorganization proceedings, or other proceedings analogous in nature or effect, are instituted by or against the other party, the other party is dissolved or liquidated, whether voluntarily or involuntarily, a receiver or trustee is appointed for all or asubstantial part of the assets of the other party or the other party makes an assignment for the benefit of creditors.10.3. Anything contained herein to the contrary notwithstanding, MARUBENI may terminate this AGREEMENT at any time upon thirty (30) days’ notice to such effect to Chinasoft if MARUBENI decides, in its sole discretion, that the objectives of this AGREEMENT are no longer attainable or that no further benefit would accrue to MARUBENI by reason of the continuance of this AGREEMENT.ARTICLE 11. GOVERNING LAW11.1. This AGREEMENT shall be governed by and construed in accordance with the laws of Japan.ARTICLE 12. ENTIRE AGREEMENT12.1. This AGREEMENT constitutes the entire agreement between the parties hereto and wholly cancels, terminates and supersedes all previous negotiations, agreements and commitments, whether formal or informal, oral or written, with respect to the subject matter hereof.ARTICLE 13. AMENDMENTSThis AGREEMENT shall not be amended, changed or modified in any manner except by an instrument in writing signed by a duly authorized representative of the party against whom enforcement is sought.ARTICLE 14. ASSIGNMENTThis AGREEMENT is personal in its nature and Chinasoft shall not assign, transfer or otherwise dispose of any of its rights or obligations hereunder, in whole or in part, without the prior written consent of MARUBENI therefor.ARTICLE 15. NO WAIVER15.1 No failure to exercise or delay in exercising any right or remedy under this AGREEMENT by MARUBENI shall operate as a waiver thereof or of any other right or remedy which MARUBENI may have hereunder, nor shall any single or partial exercise of such right or remedy preclude any further exercise thereof or of any other right or remedy which MARUBENI may have hereunder. 15.2. MARUBENI's rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law, in equity or otherwise.ARTICLE 16. NOTICES16.1. All notices, requests or other communications required or permitted to be given hereunder shall be in writing in the English language and shall be sent by certified or registered airmail letter, postage prepaid, or telex (with confirmation by certified or registered airmail letter, postage prepaid) to the other party at its address set forth below or to such other address as may from time to time be notified by one party to the other in accordance with this ARTICLE 16.1:If to MARUBENI: Marubeni Corporation4-2, Ohtemachi l-chome Chiyoda-ku, Tokyo, JapanAttention:Telex No.:If to _________:______________________ _____________Attention:Telex No.:16.2. All notices shall be deemed to have been given when duly transmitted by telex or deposited in the mail.IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective, duly authorized representatives on the day and year first above written. MARUBENI CORPORATION Chinasoft Corporation_________ By ____________ By。