1.2

Scope of Cooperation Provided by Party B

1.2.1.1

Be responsible for the research and development of various application software and systems related to services and products such as [       ], and authorize Party A to operate the aforementioned software/systems developed by Party B to provide services to clients;

1.2.1.2

Provide technical support and maintenance services related to services and products such as [       ], including but not limited to server maintenance, software/system updates, and upgrades; and

1.2.1.3

Provide technical research and development, as well as related technical assistance and support for services and products such as [       ].

2.

Manner of Joint Service

2.1

Besides the services stipulated in Article 1, Party B shall also utilize its own resources to promote and advertise the services provided to clients under this Agreement, and shall bear the relevant promotional and production expenses incurred thereby. Meanwhile, Party B shall pay the costs for the services rendered pursuant to this Agreement, including, without limitation, the remuneration for R&D personnel, expense for equipment, and etc.

2.2

Party A and Party B agree that business activities requiring the Special Licenses held by Party A shall be directly conducted by Party A, which will receive the related revenue and then pay Party B the technical service fee as calculated according to this Agreement. For other services and products, Party B may uniformly collect the revenue from clients and then pay Party A the platform service fee as calculated according to this Agreement.

2.3

Party A and Party B shall collaborate sincerely and indispensably, while the absence of either Party will result in the failure to achieve the cooperation content and related services and products under this Agreement. Party A agrees to designates Party B as the exclusive partner for the cooperation content of this Agreement. Without Party B’s written consent, Party A shall not enter into the same or similar cooperation agreement with any third party regarding the cooperation content of this Agreement. If Party B gives written consent, Party A may cooperate with Party B’s affiliated companies to jointly provide services to clients of the related services and products.

2.4

Both Parties further confirm that Party A, Party B, and Party B’s affiliated companies may separately sign project cooperation agreements or similar documents regarding the specific operation model, revenue sharing, and other matters related to the cooperation content of this Agreement, to further clarify the rights and obligations of both Parties in specific cooperation matters, which shall serve as the basis for execution.

3.

Fee Settlement

3.1

The revenue-sharing base between Party A and Party B and Party B’s affiliated companies is calculated as Party A’s total income (excluding tax), minus the expenses incurred by Party A in operating the cooperation content (including taxes and surcharges, excluding the revenue-sharing fee paid to Party B and its affiliated companies, hereinafter referred to as the “Actual Expenses”) and Party A’s retainable profit:

3.2

When determining the specific service fees by Party B, the following factors may be considered: (a) the number and qualifications of the professional personnel involved in the services provided by Party B to Party A during such invoice cycle; (b) time and efforts spent by Party B’ professional personnel in providing services during such invoice cycle; (c) the specific contents and commercial value of the services provided by Party B during such invoice cycle; (d) the difficulty in technologies provided by Party B and the complexity of technological consulting and other services provided by Party B; and (e) market price of the services of the same type.

3.3

The specific revenue-sharing ratio, service fee calculation, payment method, settlement amount, and cycle, Party A’s retainable profit, and Party B’s payable expenses (when Party A’s income is insufficient) will be confirmed through service settlement statements. Both Parties should confirm the service settlement statements in writing, such as by email.

3.4

After each service settlement statement is confirmed by both Parties, the Party responsible for payment should promptly pay the other Party’s due income for the current period in full by bank transfer to the designated bank account. The

4.

Intellectual Property and Confidential Provisions

4.1

Party B shall have sole and exclusive rights for any rights, ownership, interest, including, without limitation, any copyright, patent, proprietary rights, trade secrets, etc., over any and all intellectual property arising from the performance of this Agreement.

4.2

With the written consent of the right owner, Party A may accept the transfer of any rights, ownership, interests of all and any intellectual property arising from Party B’s performance of this Agreement, with the transfer method to be otherwise determined between both Parties.

4.3

To fulfill this Agreement, Party A and Party B agree that the Parties may execute intellectual property license agreements during the term of this Agreement, which shall permit Party A to use Party B’s relevant intellectual property rights [for free] within Party A’s business requirements, or Party B agrees to transfer part of Party B’s intellectual property rights to Party A or register such intellectual property rights in Party A’s name if necessary. However, Party A shall transfer the foregoing intellectual property rights registered under Party A to Party B at no consideration or at the lowest price permitted by law upon Party B’s request. Party A shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party B at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party B, and/or perfecting the protections for any such intellectual property rights in Party B. Party B is entitled to use any intellectual property registered under Party A for free.

4.4

Both Parties agree to use their best reasonable efforts to protect or keep confidential all information marked with “confidential” or all or part of the information of the other Party (“Confidential Information”). Without the prior written consent of the providing Party, the receiving Party shall not disclose, provide or transfer such Confidential Information to any third party. Upon termination or expiration of this Agreement, the receiving Party shall return any document, material or software containing such Confidential Information to its respective owner as requested by the providing Party, or shall destroy the same on its own, and delete any Confidential Information stored in all of receiving Party’s electronic devices and stop using the same.

5.

Representations and Warranties

5.1

Party A hereby represents and warrants that:

5.2

Party B hereby represents and warrants that:

6.

Effectuation and Term of Cooperation

7.

Termination

7.1

During the validity period of the Agreement, Party B may terminate this Agreement by giving 30 days’ written notice to Party A. Party A shall not terminate this Agreement without Party B’s written consent.

7.2

Article 4 shall survive the termination or expiration of this Agreement.

8.

Force Majeure

8.1

“Force Majeure” refers to any matter that is out of the reasonable control of a Party, which is unavoidable even with reasonable attention of the Party being affected, including, without limitation, acts of governments, acts of nature, fire, explosion, storm, flood, earthquake, tide, thunder or war. However, any shortage of credit, capital or finance shall not be regarded as an event of Force

8.2

In the event that the affected Party is delayed in or prevented from performing its obligations hereunder by Force Majeure, only within the scope of such delay or prevention, neither Party shall be liable for any loss, increased expense, or damage caused thereby under this Agreement, while such failure or delay of performance shall not be deemed as a breach of contract. However, the Party claiming to be affected by Force Majeure shall use its best reasonable efforts to minimize or remove the effects of Force Majeure. Upon the elimination of Force Majeure event, both Parties agree to resume the performance of this Agreement with their best efforts.

9.

Applicable Laws

10.

Dispute Resolution

11.

Notices

12.

Assignment

13.

Severability

14.

Modifications and Supplements

15.

Supplementary Provisions