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本期参考译文附下期栏目。

附上期《营销服务协议》参考译文：

Marketing Service Agreement

Party A:

Party B:

Whereas Party A desires Party B, and Party B is willing, to provide end market service for Party A; now therefore both parties decide to enter into this agreement according to the Contract Law of the People’s Republic of China, and other Chinese laws, rules and regulations, and agree to reach the terms and conditions as follows:

Ⅰ. Service Contents

Haitian Company shall provide Temporary Promoter Brand Introducing Services for Party A, in the designated cities (details specified in Clause 1 hereof). Including:

1.      To be responsible, using legally valid methods, for the establishment and management of sales and marketing teams in all areas,（(for specific content see Appendix 1)，in order to provide marketing promotion services for Party A’s products;

2.       End market management: Including provision of plan to visit outlets weekly as required, executive record and weekly report, etc. (for the detail, please see Appendix 1);

3.       Other services available.

The contents and requirements of the above services shall be determined by both parties according to the requirements of specific projects.

Ⅱ. Service Standards

The services provided by Haitian Company shall at least reach the following standards:

(1)The services shall be in accordance with Party A reasonable requirement;

(2) Haitian Company shall report the services process timely upon Party A request.

(3) Haitian Company shall ensure the continuity of its services.

(4) Haitian Company shall ensure the E-mail and information feedback are Smooth, accurate, and timely in every project’s execution.

Ⅲ. Service Items and Quotation

Both Parties agree that the services fee under this agreement shall quote and be confirmed in a transparent way.

1. Service items

The service content shall contain the following items: (1)TP Pool; (2)Recruitment and Interview; (3)TP Personal Information Management; (4)Work Assignment; (5)Training; (6)Probation; (7)Field Management; (8)KPI; (9)Payroll Management; (10)Accident Handling; (11)Labor Relation and Insurance Allowance.

2. Service quotation

1.     The quotation shall contain details of the expense. The fee shall include the following items: (1) Service cost, (2) management fee % (Recruitment %, Employment contract management%, Insurance%, Administrative management %, Data management %,), (3) a reasonable profit %. Moreover, Party A agrees to be liable for the governmental value added tax arising out of the Haitian Company’s services, which is 6.7%. In total, Party A should pay service charge ratio as: % (Party A shall not be liable to pay any fee, cost for expenses other than those). Haitian Company shall provide fee quotation according to the different cities in the list of cities.

Haitian Company shall provide services fee quotation to Party A based on the specific services requirement and content, which will be confirmed by Party A.

Both Parties shall settle the payment according to the actual situation of the services. The formation of confirmed quotation (U.S dollar) :

(Remarks: Both Parties agree that the amount of services cost shall be calculated in the actual amount)

As for the detailed fee standard, see Appendix 1.

3. Party A is entitled to modify the cities listed, which is subject to informing Haitian Company written form 1 month in advance. Party B will deliver new quotation to Party A and Party A will pay to Party B based on the new quotation as of the following calendar month.

4. The Parties will liaise on a regular basis to review and monitor the progress of Services provided. In Particular, Haitian Company will provide Party A , as set forth in the Appendix, with written report(s), in the format requested by Party A, setting out a detailed description of the Services performed, as well as any anticipated delay or difficulty in the performance of the Services in the period to come.

5. Party A may at any time request Haitian Company to adjust or amend any and all plans, schedules or work in progress related to Services. The Haitian Company will take all reasonable steps to comply with any such request. Nevertheless, necessary and reasonable time shall be rendered to Haitian Company for such adjustment or amendment. In the event that Haitian Company has already performed its service in accordance with old plans or schedules, Party A shall compensate Haitian Company for the loss arising therefrom in an appropriate manner or amount as mutually agreed upon.

Ⅳ. Remuneration, Invoice and payment

1.         Both Parties agree to settle according to the date set by both Parties each month. Haitian Company shall submit complete materials (Weekly store visit plan and execution record, Weekly report (includes retail photos, Jawbone merchandising photos, facing problem, action plan, etc., Invoice) to Party A as required, while Party A shall confirm on corresponding settlement date. After confirmation by Party A, Haitian Company shall invoices to Party A as soon as possible. Party A shall make payment to Haitian Company within _ days after the exclusive invoices are issued.

V.       Announcement

1.     Party A may claim its rights against Party B only according hereto on the said services and it shall be kept irresponsible for managing the marketing staff. There is no labor dispatching relationship between both parties and both parties have no intention to perform any service hereunder on a labor-dispatching basis;

2.     Party B shall conclude a labor contract with, and pay salaries, bonuses and other social insurance fees, etc., to the marketing staff according to law;

3.      Party B shall undertake to manage and dispatch the marketing staff.

VI.    Intellectual Property Rights

1.   All intellectual property rights resulting in fulfilling this agreement shall belong to Party A;

2.      Both parties pledge that the legal interests of any third party will not be infringed upon when they provide service outcomes or various materials (including without limitation to text, picture, sound, video and computer program, etc.) to each other in performing this agreement. If any party hereto suffers any loss for the reason that the legal interests of a third party are infringed upon due to any service outcome or material provided by the other party, the infringing party shall compensate for that loss to the non-infringing party (including without limitation to direct loss, indirect loss and legal fee, etc.).

VII.   Breach of Contract

1.      Party A shall pay the service fee on or before the deadline as agreed upon by both parties. If any payment is delayed, Party A shall pay a late-payment penalty to Party B equal to Five Thousandths (5‰) of the payables each day of delay; if the period of delay reaches days, Party B has the right to terminate this contract. In this case, Party A shall pay a contract-terminating penalty RMB to Party B on a lump basis besides late-payment penalty. If the penalty can’t meet the losses suffered by Party B, it has the right to recover the short amount from Party A.

2.      Party B shall provide marketing service to Party A as agreed upon by both parties. If the service fails to reach the threshold mentioned herein, Party A may notify Party B to rectify or remedy it within a reasonable period. If Party B still fails to reach the threshold in the said period, Party A has the right not to pay for the defective portion of service and Party B shall refund any payment Party A has made. If Party B has failed to reach the threshold more than times, Party A has the right to terminate this contract. In this case, Party B shall pay a penalty RMB to Party B on a lump basis. If the penalty can’t meet the losses suffered by Party A, it has the right to recover the short amount from Party B.

3.      If both parties fail to fulfill their contractual obligations as agreed upon due to a force majeure, each party shall not take any responsibility for breach of contract. However, the non-preventing party shall take actions to minimize the effect of the force majeure. If any force majeure occurs beyond the term of this agreement, the responsibility for breach of contract shall not be exempted.

Ⅷ. Confidentiality

1.    Unless required by mandatory law, the Parties undertake not to disclose to any third Party

•        This Agreement and the appendixes, and/or

•        Any documentation or information pertaining to the Services and their performance, and/or

•        Any documentation or information relating to the other Party, its organization and activities.

•        any technology and trade secrets not disclosed to the public

•        Neither Party will use Confidential Information for any other purpose than for conducting its obligations under this Agreement.

2.   The Parties shall ensure that their employees and any Parties they may contract with  comply with this provision.

IX.   Dispute Settlement

1.      This agreement, any service mentioned herein and all disputes or issues arising therefrom shall be governed by and interpreted according to the substantial law of the People’s Republic of China (excluding legal conflict rules).

2.      Any dispute if arising in performing this agreement shall be settled friendly by both parties through negotiation. If such negotiation fails, any party may file it to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration according to the rules effective then. The tribunal is composed of three arbitrators. The working language shall be Chinese. Arbitration shall be made in Beijing. (Both parties may agree mutually that the issues mentioned in this article should be governed by the People’s Court of Haidian Court, Beijing.)

X.      Term of Service

1.      The term of this agreement shall commence on and expire on . Both parties may negotiate whether or not to renew this agreement 60 days before expiry hereof. One party, if deciding not to renew it, shall keep the other party informed in writing. If both parties do not inform each other explicitly to renew it after expiry hereof, but Party B continues working for Party A actually, it shall be deemed that this agreement will be renewed automatically for a period of one year with all terms and conditions hereof remaining unchanged.

2.    In the event that Party A terminates the contract prematurely, or the contract is not extended after expiry, Party A shall notify Party B in writing 2 months in advance. Party B shall provide payment records and list of economic compensation to Party A based on the servant number confirmed by both Parties after the labor relation is duly terminated and obligation to pay economic compensation is fulfilled, Party A shall bear all expenses for economic compensation.

3.    In case that Party B terminates the contract prematurely, it shall notify Party A in writing 2 months in advance, cooperate to hand over the marketing services to the new service provider designated by Party A, meanwhile, Party B shall, bearing all expenses related, ensure that the service-project related work previously assumed by staff of Party B is smoothly handed over. If the company subject or name of Party B changes within contract term, Party B also has to notify Party A in writing 2 months in advance. Such changed items could be filed and implemented only after Party A confirms and the service project has been smoothly handed over by staff of Party B.

Ⅺ. Miscellaneous

1.       Any notices and other communications required or permitted under this Agreement shall be in the English or Chinese language and shall be delivered and by hand, sent by prepaid registered mail or by facsimile or email. All such notices and communications will be deemed to be delivered and effective if sent in the manner herein.

2. This Agreement is written in English and Chinese ,which has the same legal validity. If there is any conflict between the Chinese version and the English version, the Chinese shall prevail.

3. This Agreement has been executed in two (2) originals the date stated in this Agreement of which the Parties have received one (1) each.

APPENDIX 1: Cities Covered by the Services （including but not limited to the following cities）

Party A is entitled to modify the cities listed above, which is subject to informing Haitian Company in written form 4 weeks in advance.

APPENDIX 2: Quotation