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Cooperation Contract

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SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom – Happiness

________oOo________

 

COOPERATION CONTRACT

No.: 1PAY_A_B2B/…. /HDHT/Account_1Pay.vn

(About: Providing rent payment platform)

-          Pursuant to Civil Code dated June 14, 2005 by the National Assembly of the Socialist Republic of Vietnam ;

-          Pursuant to the Commercial Law dated June 14, 2005 by the National Assembly of the Socialist Republic of Vietnam;

-          Pursuant to the Telecommunications Law No. 41/2009 / QH12 dated November 23, 2009 taking effect since July 01, 2010 and guidelines to implement contracts and resolve disputes arising from this contract.

-          Based on the capabilities and needs of both parties.

Today, the ... day of ... ...... we are:

PARTY A: 1PAY.,JSC

location:

: No.66B, No.4 Do Bridge, Ha Cau Ward, Ha Dong District, Hanoi.

Tel

: (84.4) 364 06627

Tax code

: 0106086776

Account No

: 000.89916.001

Banking

: Tien Phong Bank - Hanoi Branch

Represented by

: Mr. Luyen Ngoc Huy

Position

: Director

PARTY B: …………………………………….

location

:

Tel

:

Tax code

:

Account No

:

At bank

:

Represented by

:

Position

:

WHEREAS:

-       - Party A is a company providing technical infrastructure platforms supporting the services and goods supply based on telecommunications, sales of goods on the Internet, online advertising;

-       - Party B is a unit providing products, digital contents on the Internet and mobile phones; Thereof, after considering the mutual commitments, the parties agreed to terms and conditions as follows.

 

ARTICLE 1: SCOPE AND CONTENT

1.1           The two parties agreed to a cooperation contract on the basis of mutual benefits for development, operation for providing and developing services of payment platform (hereinafter referred to as 'Service') to implement the telecommunications-based services, content supply services on mobile phones (games / apps / video / ...), online retails (e-commerce), sales of services and other telecommunications-based products (hereinafter referred to as 'Digital Products') in accordance with the provisions of the law of Vietnam.

1.2           Both parties understand the nature of the contents of this cooperation therein as: Party B uses the services supplied by Party A as a mean of payment for the Digital Products by Party B. The Services by Party A are delivered from the cooperation contracts between and by Party A, network providers, reputation service providers on the market.

1.3           Scope of cooperation: on the territory of the Socialist Republic of Vietnam.

1.4           The specific provisions in collaborative business processes and the development of each Service shall be specified in the attached Appendix.

1.5           Content and other forms of cooperation: Arising problems, disputes and issues must be notified, negotiated and agreed in writing, which shall be the addendums and form an integral part of this Contract.

ARTICLE 2:   RIGHTS AND RESPONSIBILITIES OF PARTY A

Responsibilities:

2.1           Ensure quality and maintain stable operation of technical infrastructure systems to meet the requirements of customer in using Service, in a smooth and timely manner.

2.2           By this Contract, Party A makes commitment not to intervene in Digital Products by Party B. Party A shall not assume any liability relating to the legal derivatives from the Digital Products of Party B

2.3           Take responsibility for providing statistical online tools, looking for transactions as required by Party B

2.4           Take responsibility for providing technical supports to Party B and clients of Party B. Provide and instruct Party B the materials on how to use the Services, ensure the provision of Services in a right, timely and smoothly manner

2.5           Timely notify Party B of defects, imperfection or faults ...in any Services that discovered by Party A from any source

2.6           Facilitate Party B in the implementation and resolution of any complaints or claims from customers, pertaining to technical issues of Services

2.7           Take responsibility to control and verify data and settle payment to the payment method providers and make monthly payment to Party B.

Rights:

2.8           Use the image of the Digital Products of Party B on the media of Party A.

2.9           Incorporate the images (logos, ...) and / or brand advertising of Party A on the Digital Products of Party B during their cooperation.

2.10        Request Party B to suspend or fully closed in-use Services supplied by Party A on the Digital Products of Party B if one of the following cases is detected: Inappropriate contents, customer non-transparent charges imposing on customers, violation to the laws of Vietnam; contents of advertising channels affect the reputation of Party A.

2.11        Unconditionally terminate the cooperation with Party B, without notice to Party B if Party B is inspected to breach this Contract and/ or be intervened by the competent State agencies

2.12        Collect intermediary platform charges and fees as stated and specified in the Addendum to Contract hereto.

ARTICLE 3: RIGHTS AND RESPONSIBILITIES OF PARTY B

Responsibilities:

3.1           If Party B is an enterprise, Party B shall provide a certified copy of the certificate of business registration covering Digital Products as stated in the cooperation contract. During the validity period of the contract, should Party B have its business registration changed, Party B shall ensure its amended certificate of business registration covering the Digital Products as stated in the cooperation contract and notify Party A in writing; provide Party A with a notarized copy of the new certificate of business registration.

3.2           By this contract Party B authorizes Party A to collect the charges of the end-customers as defined in charging scheme for Digital Products by Party B. Party A shall take responsibility for payment of revenue to Party B as defined in the Addendum to the Contract hereto. The remaining portion of revenue shall be paid to payment method providers and paid as the charges of using intermediary payment platform.

3.3           B3.3 Bear full responsibility for the legality, copyright, business license of Digital Products, the quality and content of the Digital Products on the market supplied by Party B , Party A shall not assume any liability whatsoever related to these Digital Products

3.4           Assume all responsibilities related to the supply of Digital Products to the market, in the case of defects, errors and faults, responsibilities related to the process of providing these products, Party A does not assume any economic or legal responsibilities

3.5           Develop, implement and ensure business operations for the supply of Digital Products to the customers of Party B in an accurate, smooth and timely manner (including the programs for the connection, exchange, supply information of price of Digital Products to customers in an accurate manner);

3.6           Take responsibility to comply with the technical standards and connection as required by Party A. Not allowed to change the specifications, connection defaults for any vulture or connect Service to Digital Products without the consent of Party A. If Party A detects the violation of Party B on this content, Party A has the right not to settle payment of revenue to Digital Products involved in violation. Party A has the right to suspend or close entirely the Service or to unilaterally terminate the Contract

3.7           Assume all responsibilities related to the media and all forms of promotion, sales and distribution of Digital Products carried out by Party B. Party B is not allowed to apply SPAM in promotions, sales and distribution of Digital Products. The use of SPAM is a violation under the provisions of the Ministry of Information and Communications and State Management Agencies. In case Party A or other agencies, organizations detect violations made by Party B, Party A has the right to hold all sales revenue in that month of Party B and can close entirely the Service and unilaterally terminate the Contract.

3.8           For every Digital Products (applications, games, other contents as application or wap/ web ...), when users are required to pay fees, the provider of Digital Products shall clearly list the price, provide notice of payment settlement with options for the users, then carry out debit from users' accounts. All debit transactions for the customers of Party B without the verification notice, shall be regarded as a violation; the provider of Digital Products shall take full responsibility in the event of claims, compensation, product cancellation, inspection of the stakeholders.

3.9           Take responsibility for the tax incurred from monthly revenue that Party B is entitled to

Rights:

3.10        Entitled to revenues from the Services in cooperation with Party A

3.11        Entitled to the access to data lookup; monthly revenue are published in details on Intermediary Payment Platform at the website 1pay.vn.

3.12        Request Party A to provide necessary information to ensure the implementation of Service provision, date connections, and date exchange in a timely manner

ARTICLE 4: TERMS OF REVENUE

4.1       Revenue of Party A ( DTA): considered as revenue of 1PAY received from the Service cooperation by both parties after deducting the costs paid to network providers (telcos), the cost of renting other payment channels (if any).

4.2       Sharing revenue ( DT): lconsidered as the revenue that 1PAY uses to share, extracting from the Service in cooperation by both parties, after deducting VAT (10%). (In which:   DT = DTA /1.1)

4.3       The above costs can be changed any time depending on the regulations of the network providers, the card issuers...

ARTICLE 5: TERMS ON PAYMENT AND LOOKUP

5.1       Lookup

5.1.1    The data used for lookup is recognized on the system of 1Pay.vn

5.1.2    Party B can look up monthly control data and revenue by accessing its account on 1Pay.vn

5.1.3    parties shall sign the record of lookup for the payment of revenue under the provisions of Addendum of Payment Policy hereto.

5.2       Payments

5.2.1    According to payment cycle chosen by Party B when activating services and in the payment policy and on the systems of 1Pay.vn, Party A shall pay Party B 100% of the revenue of the previous period recorded in the system of Party A after deductions (if any).

5.2.2    Payment method (VND): Bank transfer

5.2.3    The detailed contents of lookup and payment policies are specified in Addendum of Payment Policy attached hereto.

ARTICLE 6:   CONTENTS OF COOPERATION

6.1       Contents of cooperation between Party A and Party B for each Digital Products shall be updated frequently, details on 1Pay.vn

6.2       Other Services posted on 1Pay.vn are defaulted as potential items between the two parties. At any time, Party B has the right to activate the service to put to use in order to generate sales and profits for all parties.

ARTICLE 7:   REVENUE SHARING PERCENTAGE

7.1       Percentage of Party B (Referred as TLB) : the rate of revenue sharing when Party B uses services on the system 1Pay.vn

( TLB the rate of revenue sharing when Party B uses services on the system 1Pay.vn.

7.2       Revenue of the Party B: The revenue Party B earns from the collaboration services.

DTB = S(TLB each collaboration service) x (DT each collaboration service) – (Deduction) (if any)

7.3       Deductions (if any) are specified by 1PAY on the website 1Pay.vn

7.4       The real revenue sharing percentage by each type of services is described in detail in the appendix of each service policy.

ARTICLE 8: REGULATIONS ON PRINCIPLES AND PROCESS OF THE SERVICE USE

The Digital products of the Party B using the Services of Party A shall meet the following requirements:

-          Party B shall ensure the adequate provision of information about the Digital products and the right quotation of the products.

-          Party B shall comply with the Registration Process for Service use on online management system of the Party A. The process can be adjusted according to the Regulations issued by the Operators (Telcos) and the units providing means of payment.

During the use of the Service of the Party A for Digital Products of Party B, Party A has the mechanisms and post-control systems to control the validity of the Digital Products of the Party B In case Party B violates a number of regulations as follows:

-          The contents of the Digital Products are illegal which violate Telcos' regulations.

-          Business scenarios violate habits and customs, and are related to the issues of politics, religion, pornography, and etc.

-          Scenarios (the number of Mobile Terminated and the time of payment) are not reasonable.

-          Party B automatically updates the contents of the Digital Products without notifying to Party A.

-          The Digital Products provided to customers by Party B are not qualifying: Customers may not use the service and fully earn points when recharging.

-          The Digital Products of the Party B do not comply with the Process for the Service use of Party A on the online management system

Based on feedbacks of the customers and other sources on the Digital Products of Party B violating the regulations, Party A has the right to unilaterally conclude that Party B has violated the Regulations on the use of the Services for provided Digital Products Depending on the degree of violation; Party B shall suffer from one of the following sanctions:

-          Party A notifies Party B to correct and remove violations.

-          Party A ceases the provision of Services for the violating Digital Products.

-          Party A does not conduct cross-check and payment for the revenue arising from the violating Digital Products.

-          Party A has the right to unilaterally terminate the contract with Party B in case Party B seriously violates the Process for the Service use without remedial plan or Party B violates the law.

-          Party A will cooperate with the competent agencies to handle Party B's violations of the prevailing provisions of the law. Party B shall be fully responsible before the law for these violations.

ARTICLE 9: CONFIDENTIALITY

4.1               The Parties shall have responsibility to keep all information confidential during the duration of the Contract and at least 02 years after the expiration of this Contract and shall perform all necessary measures to maintain the confidentiality of the information.

4.2              Each party shall not disclose any information above to any third party unless otherwise approved in writing by both parties, required by law or competent agencies.

4.3              Each Party shall take all necessary measures to ensure that no employee or anyone under its administration will do that. The obligations above will extend at least 02 years after the expiration of the Contract.

ARTICLE 10: AMENDMENT AND TERMINATION OF THE CONTRACT

10.1    This Contract and its Appendices may be amended by written agreement of the parties.

10.2          This Contract will be terminated in the following cases:

10.2.1    The Contract expires without renewal;

10.2.2    Both parties agree to terminate this Contract; in this case, the two parties will agree on the specific conditions relating to the termination of the Contract; these conditions are detailed in the minutes of the Contract liquidation.

10.2.3    In case one of the two parties suffers from liquidation, dissolution or suspension of operations, the Contract will be terminated in the way as mutually agreed upon and/or in accordance with the provisions of the current law.

10.2.4    The cooperation does not bring the revenue to Party A as the commitments within three (03) consecutive months.

10.2.5    The unexpected occurrence of force majeure cases leads to one of the two parties to be unable to continue to perform its obligations despite making efforts to overcome;

10.2.6    A party unilaterally terminates the contract before the expiry date.

10.3          Unilateral termination of the Contract before the deadline:

10.3.1    A Party has the right to unilaterally terminate the Contract if it can prove the other party's violations in the implementation of responsibilities stipulated in the contract without any correction or remediation, within 30 days from the date receiving the notification of the aggrieved party.

10.3.2    If the Contract is unilaterally terminated by one of the cases mentioned above, in addition to full and direct compensation to the aggrieved party, the offending party shall be fined in accordance with the provisions of the current law.

10.4          In all cases, including amendment and termination of the contract. A Party shall notify the other Party in writing at least one (01) month in order that both parties have time to prepare or inform their partners about this change.

ARTICLE 11:  DISPUTE RESOLUTION

Both Parties are responsible for the full implementation of the contract content. Any dispute arising in connection with this Contract will first be resolved by negotiations between the parties. If the dispute is not resolved by negotiation and mediation, one of the parties has the right to submit to the competent Economic Court for resolution in VietNam.

ARTICLE 12:  GENERALITY OF THE CONTRACT

This Contract, including the Appendices makes a complete agreement of the parties on the issues, including commitments, promises, warranties, and consistencies between Parties on these issues. Each Party of the Contract acknowledges that no oral or written commitment, promise, or agreement made by the other party or by its representative which is not shown in this Contract and its Appendices will mean and force binding upon the Parties.

ARTICLE 13: GENERAL PROVISIONS

13.1.1    If one of the parties is unenforceable in implementing parts or the whole its obligations under this Contract due to a force majeure events - objective, unforeseeable and irremediable ones, despite taking all necessary measures, including but not limited to events such as natural disasters, fires, floods, earthquakes, accidents, disasters, diseases, nuclear or radioactive contamination, war, civil war, insurrection, strikes or riots, interference by Government Agencies,  the parties' equipment systems with technical problems in the operation process or limited technical capabilities of the systems, the party shall immediately notify the other party in writing about the non-performance of its obligations.

13.1.2    The Party which is unable to perform its obligations due to force majeure events shall make efforts to mitigate the impacts of such Force majeure events

13.1.3    When force majeure events occur, the Parties do not temporarily perform their obligations and will immediately resume their obligations under the Contract when the force majeure events are terminated or removed

13.2          Notices

13.2.1    All official notices and communications relating to the Contract will be sent to the address of the parties as stated in the first part of the Contract.

13.2.2    For purposes of this Article, the Parties may change their address by submitting a valid notice in writing to the other Party.

13.3          Applicable Law

The preparation of this Contract, the effect, the interpretation, the sign and the settlement of disputes arising from this Contract will be complied with and interpreted under the laws of Vietnam.

The parties to business cooperation contracts division business results in goods and services. The taxable is turnover of the turnover in each parties, who participate in this contracts.

The parties have highly responsibility to pay the taxes from revenue in this aggreement . This contacts take effect under the law of taxes legislation at the time of the aggrement.

13.4          Number of copies

This Contract is made of 04 (four) originals, 02 (two) originals in English and 02 (two) originals in Vietnamese, each Party holds 01 (one) copy in English and 01 (one) copy in Vietnamese. These copies should have the same legal value.

ARTICLE 14: CONTACTS

 

No.

Description of work

1PAY

Party B

1

Business and Contract

 

2

Technical

 

3

Business Support

 

4

Cross-check and payment

 

5

Customer service

 

ARTICLE 15:  EFFECT OF THE CONTRACT

The Contract takes effect 06 (months) from the date of signing. After the expiration of the contract, if either party wants to continue to cooperate, the new contract will be signed.

REPRESENTATIVE OF PARTY A

REPRESENTATIVE OF PARTY B

 

 

 

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