270 Legal [Sample Agreements]

LOGISTICS SERVICE AND INFORMATION TECHNOLOGY SUPPORT AGREEMENT

This Logistics Service and Information Technology Support Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on May 28, 2007 in Shenzhen: PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD. Registered address: Nepstar Building A-15B, Nanshan District, Shenzhen PARTY B: [REGIONAL NEPSTAR COMPANY] Registered address: Whereas: (1) Party A is a limited liability company incorporated and registered in Shenzhen in accordance with law of People’s Republic of China (”PRC”) to engage in pharmaceutical wholesale, computer network technology development and technology consulting and service in accordance with law as approved by relevant governmental authorities of PRC; (2) Party B is a limited liability company incorporated and registered in [Place of Regional Nepstar Company] in accordance with law of PRC to engage in pharmaceutical retail as approved by relevant governmental authorities of PRC; (3) Party A desires to provide logistics service and pharmaceutical retail information technology system support and service to Party B, while Party B is willing to accept such service. Therefore, upon discussion, both parties agree on this Agreement as follows: 1. SCOPE OF SERVICE Under this Agreement, the logistics service and information technology support provided by Party A to Party B include pharmaceutical delivery and information technology support. For details, please refer to Exhibit I (”Logistics Service and Information Technology Support”). 2. EXCLUSIVE LOGISTICS SERVICE AND INFORMATION TECHNOLOGY SUPPORT; EXCLUSIVE INTEREST 2.1 During the term of this Agreement, Party A agrees to provide relevant Logistics Service and information technology Support to Party B as Party B’s <PAGE> exclusive provider of Logistics Service and Information Technology Support in accordance with terms and conditions hereunder. 2.2 Party B agrees to accept Party A as its exclusive service provider for Logistics Service and Information Technology Support and Party B further agrees that, without prior written consent of Party A, during the term of this Agreement, Party B may not obtain any logistics service and information technology support from any third party. Party A may contract part or all of its obligations of service under this Agreement to any third party as appropriate, on the basis of its own demand. 3. CALCULATION, PAYMENT OF SERVICE FEE 3.1 Party B agrees to pay Party A service fee for its Logistics Service and Information Technology Support (”Service Fee”). Both parties agree that the Service Fee hereunder shall be 40% of Party B’s pre-tax profit every year. 3.2 Upon completion of auditing of Party B for each fiscal year, Party B shall, base on the auditing results, pay the Service Fee to the account designated by Party A in 30 days upon such completion and in any circumstance no later than April 30 of each calendar year. 3.3 Party A has the right to release Party B from its obligation to pay the Service Fee or adjust the amount of the Service Fee provided under this article at any time. 3.4 The Service Fee payable by Party B to Party A hereunder is secured by pledges on the equity interests in Party B owned by Party B’s shareholders other than Party A (”Party B’s Other Shareholders”), and by pledges on the equity interests in the Party B’s Other Shareholders owned by shareholders of Party B’s Other Shareholders. 4. INTELLECTUAL PROPERTY 4.1 The copyrights of software developed by Party A and other relevant software and the intellectual property of all research and development results obtained by research and development of Party A in performance of this Agreement and/or other agreements entered into by the parties as well as any derivative rights shall belong to Party A. The foregoing rights include, without limitation, patent rights, software and technical documents as carrier, copyrights or other intellectual property of technology materials and the rights to license third party to use foregoing intellectual property or to transfer foregoing intellectual property. <PAGE> 5. REPRESENTATION AND WARRANTY 5.1 Party A hereby represents and warrants as follows: 5.1.1 that Party A is a limited liability company legally incorporated and effectively existing in accordance with law of PRC; 5.1.2 that Party A’s execution and performance of this Agreement is within its corporate power and business scope and Party A has taken necessary corporate actions and obtained appropriate authorization and has obtained requisite consent and approval from third parties and governmental authorities. Such execution and implementation is not in violation of any restriction of any PRC law or contract binding on or affecting it; and 5.1.3 that upon execution, this Agreement constitutes lawful, valid and binding obligation of Party A, enforceable in accordance with its provisions. 5.2 Party B hereby represents and warrants as follows: 5.2.1 that Party B is a limited liability company legally incorporated and effectively existing in accordance with law of PRC; 4.1.1 that Party B’s execution and performance of this Agreement is within its corporate power and business scope and Party B has taken necessary corporate actions and obtained appropriate authorization and has obtained requisite consent and approval from third parties and governmental authorities. Such execution and implementation is not in violation of any restriction of any PRC law or contract binding on or affecting it; and 5.2.2 that upon execution, this Agreement constitutes lawful, valid and binding obligation of Party B, enforceable in accordance with its provisions.
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