Cooperation Project: AgreementNo.: Signing Time: Signing Place: Strategic Cooperation Agreement (Draft for Comment)
Strategic cooperation framework agreement
Party A: Shenzhen Wei Jie Information Technology Co., Ltd.
Party B: Anhui Yundun Information Technology Co., Ltd.
In order to win cooperation and open up the market, Party A and Party B sign this strategic cooperation agreement through friendly negotiation on the principle of * * * creating * * * win-win and mutual benefit. This agreement is the basis for Party A and its affiliated partners (hereinafter referred to as the buyer) to purchase the equipment and spare parts within the scope of this strategic cooperation, and it is also the guiding document for Party B (the supplier) to provide products and services.
Rule number one. Definitions of terms in this agreement
Strategic cooperation: refers to the cooperation between the two sides from the strategic height of promoting the optimization and upgrading of the information security industry and improving the overall level of the industry, giving full play to their respective advantages, aiming at mutual benefit, * * * creating a win-win situation, facing the future and seeking long-term development of the enterprise. Parties to the Agreement: Parties to the Agreement refer to Party A and Party B who signed this Agreement.
Party A:
Party B: Both parties to the contract: the supply and demand parties who sign the sales contract.
Demander: Party A or its wholly-owned and holding company.
Supplier: benchmark date: refers to the signing date of this strategic agreement.
Article 2. Scope of supply of strategic cooperation
I. See Annex II for the scope of supply;
2. If the supplier's supply cycle fails to meet the requirements of the buyer, the buyer is not bound by this agreement;
Third, expanding the scope of cooperation requires both parties to sign a new agreement;
Four, the external processing of key parts or key processes should be recognized by the buyer;
5. After signing the supply contract, the equipment processing shall be paid to Party B's account according to the advance payment (both the supplier and the supplier can specify it in the contract);
Article 3 Credit limit
Within the scope of this agreement, Party B shall provide a credit line of RMB10,000.00 Yuan to Party A within the validity period of this agreement.
The use of this credit line shall be uniformly arranged by the Equipment & Equipment Department of Party A in its local records, so that Party A and its affiliated demanders can pay attention to Party B.
The overall accounts payable are controlled within this credit line. The buyer who uses the credit line can get the payment grace within the credit line, and the equipment processing and delivery schedule will not be affected. If the buyer needs to deliver the goods before paying due to lack of funds, the buyer who uses the credit line shall sign a payment memorandum with the supplier.
Article 4. The principle of price determination
1. In principle, the execution price shall be the lowest market price of Party B's similar products in the last price cycle (that is, every six months since the effective date of this Agreement) (except the price of the first new product);
2. When the buyer orders, the supplier shall provide the sales performance table of the same model products in the same industry and the written materials of the highest price and lowest price in the previous price cycle (that is, every six months from the effective date of this agreement);
Three. When Party A needs to check the contract price of Party B, Party B shall provide a valid original contract;
4. When Party A verifies that the lowest price sold by Party B in the last price cycle (that is, every six months from the effective date of this agreement is a price cycle) is inconsistent with the actual contract lowest price provided to the buyer, Party B shall return it to Party A at twice the price difference;
Five, the principle of price adjustment. The adjustment period is half a year (six months), and the base date is the effective date of this agreement.
Article 5. Responsibilities and obligations of both parties to this agreement
I. Responsibilities and obligations of Party A
1. Party A promises to strictly implement the terms of this agreement when signing the sales contract;
2. Assist in solving the disputes between the supplier and the buyer during the performance of the sales contract.
Two. Responsibilities and obligations of Party B
1. Party B shall sign a sales contract with the buyer in strict accordance with the principles stipulated in this agreement;
2. Party B shall provide training and guidance for the on-site use of the equipment, so as to avoid the equipment damage caused by the buyer's improper understanding of the operation requirements and incorrect understanding of the operation methods.
Third, other agreements.
1. Both parties shall review and summarize the implementation of this agreement every year and agree on ways to improve future cooperation;
2. The two sides should hold a special discussion on the technical progress, quality and use of products within the scope of cooperation every year;
3. Conduct an annual exchange of high-level visits between the two sides;
4. According to the business needs of both parties, modify and sign the supplementary terms of this agreement.
Article 6. Performance bond
1. After signing the strategic cooperation agreement with Party A, Party B must pay the performance bond of RMB10,000.00 Yuan to Party A in one lump sum before signing the first sales contract with any buyer; Otherwise, it is deemed that Party B has voluntarily given up the strategic cooperation, and this strategic cooperation agreement is dissolved;
2. When the products provided by Party B have quality problems that violate this agreement and the sales contract, and do not meet the assessment clauses in the annex, and Party B needs to deduct money for violating this agreement and the sales contract, Party B agrees to deduct it from the performance bond;
3. When the performance bond is insufficient to be deducted, and Party B cannot bear the corresponding responsibilities according to the assessment terms, the insufficient part shall be deducted from the quality guarantee fund, and the remaining insufficient part shall be paid by Party B in cash;
4. If the performance bond is less than 10000 yuan, Party B must make up for it within 30 days; Otherwise, it will be regarded as an automatic abandonment of strategic cooperation, this agreement will be automatically terminated, and the performance bond will be automatically converted into the performance bond of the signed sales contract.
5. The validity period of the performance bond shall be from the time of payment to the expiration of the promised service life of all products provided by Party B to the buyer. After the expiration of the validity period, Party A will return the remaining performance bond (interest-free) to Party B after deducting relevant deductions and payments.
Article 7 Basic Principles for Signing Sales Contracts
The supplier and the buyer shall sign a sales contract in accordance with the principles agreed in this article, and determine the terms of the sales contract based on the terms of the contract text provided by Party A. ..
I. Terms of payment
The principle is% advance payment,% progress payment,% refund and% quality guarantee. The specific payment amount shall be specifically determined by the supplier and the buyer according to the principles agreed in this contract.
2 quality standards and requirements, as well as the conditions and time limit for the supplier to be responsible for the quality.
1. quality standard: manufactured according to industry or national standards. If the buyer has special requirements, it should be manufactured according to the buyer's technical requirements. If there is no national standard, the enterprise standard of the supplier shall be adopted after the approval of Party A. ..
2. Quality requirements: See Annex II.
3. Warranty period: The warranty period of the whole machine is months (from the date of equipment installation, commissioning and on-load acceptance) or months from the date of arrival of goods, whichever comes first. Parts repaired within the warranty period shall be guaranteed for years after the repair is qualified.
Three. Delivery cycle, delivery place and method:
2. The delivery cycle shall be determined by both the supplier and the buyer through consultation. When the supply cycle of the demander is short, the supplier should give priority to the production plan of the equipment ordered by the demander within the range that normal production and operation can bear;
2. The place of delivery shall be the place designated by the buyer, and the mode of delivery shall be determined by both parties through consultation. Four. Equipment supervision (note: this article applies to strategic cooperative equipment that needs equipment supervision)
1. In order to ensure the manufacturing quality and progress of the equipment ordered by Party A and its subsidiaries in Party B and promote good cooperation between the two parties, the Buyer entrusts a third party to supervise the manufacturing progress and quality of the equipment;
2. Party B has the obligation to accept and provide convenience for the equipment manufacturing supervision of a third party within the scope entrusted by the buyer. V. Technical services
1. During installation and commissioning, the supplier shall provide free technical services for the products provided, and the service shall not be less than person/hour. If the time exceeds the above-mentioned time range, the supplier and the buyer shall separately negotiate to determine the service fee according to the overtime reasons.
2. During the warranty period, the supplier shall provide no less than person/hour of free technical services for the products provided. If the time exceeds the above-mentioned time range, the service fee shall be determined by both parties through consultation according to the reasons for overtime.
2. After the warranty period expires, the supplier shall provide no less than person/hour of free technical service every year;
4. If the supplier fails to arrive at the site in time for service, it shall provide drawings (except those involving core technologies) and technical guidance to solve the problem. When technical secrets are involved, the supply and demand sides can negotiate and sign a confidentiality agreement.
5. When the similar products used by the buyer have technical problems, the supplier shall actively assist in solving them;
6. When the buyer needs spare parts, the supplier shall provide surveying, mapping and processing services in time, and guarantee preferential prices; For the particularly urgent spare parts demand, the supplier should take all possible means such as adjustment to help the buyer solve the problem;
7. If the problems of other companies' products cannot be solved, the supplier shall actively assist the buyer to provide solutions and help solve them. 8. Time limit requirements for technical services:
The supplier shall make a corresponding telephone call or written reply (non-working days 12 hours) within 4 hours after receiving the buyer's telephone call or written technical service request, and send someone to handle it within 48 hours if necessary. If the supplier provides technical services by telephone, it shall sort out the written materials and submit them to the buyer for filing within 5 days from the date of telephone reply.
9, mode of transportation and cost burden
The mode of transportation is road, rail or water transportation. The supplier is responsible for free transportation. 10, other protocols
1 1. The terms not covered in this article shall be subject to the terms of the sales contract in Annex I. Article 8. articles of agreement
This agreement is valid for years (from the effective date of this agreement); After the expiration of the validity period, it can be renewed by mutual agreement.
Article 9. Termination of the agreement
1. Under the following circumstances, Party A has the right to terminate the agreement and the buyer has the right to terminate the sales contract. 1. The products provided by Party B have serious quality problems;
2. The delivery date is seriously delayed (more than two months) unless the technical parameters of the buyer are uncertain; 3. The technical service is not timely, or the technical defects of the equipment cannot be solved within half a year; 4. Other acts of Party B that seriously violate this Agreement. Two. Conditions for Party B to dissolve this Agreement in advance 1. The buyer is seriously in arrears with Party B's payment;
2. Failure to use and maintain the equipment according to Party B's instructions has caused serious damage to Party B's product reputation; 3. Party A seriously violates this Agreement.
Article 10 Liability for breach of contract
1. If Party B violates the provisions of this contract and fails to sign a sales contract with the buyer or fails to sign a sales contract according to the principles stipulated in this contract, it shall pay a penalty of RMB10,000.00 Yuan to Party A for each violation, and Party A has the right to terminate this agreement for three consecutive violations.
2. If Party A violates the provisions of this contract, Party B has the right to terminate this agreement.
Three. If Party B violates the sales contract signed with the buyer, Party A shall have the right to terminate this strategic agreement in addition to assuming the liability for breach of contract to the buyer.
4. If the strategic agreement is terminated in advance due to the other party's reasons, the observant party will not sign the product strategic agreement and sales contract with the defaulting party within three years.
Eleventh, the way to resolve disputes by agreement
Disputes arising from the performance of this agreement shall be settled by both parties through consultation. If negotiation fails, a lawsuit may be brought to the people's court where the agreement is signed. Article 12, other
1. This agreement shall come into effect after being signed and sealed by both parties; 2. This Agreement is made in twelve copies, with each party holding six copies; 2. The printed version of this agreement shall prevail, and any modification shall be invalid.
Annex I:
Model sales contract
Note: This model contract adopts the model text of Equipment Sales Contract issued by our company.
Annex II:
Technical performance, parameters and scope of supply
I. Breakdown Price and Weight Table of Equipment
Second, the scope of equipment supply
Three. Technical performance and main technical parameters: 1. Main technical parameters: 2. Detailed technical parameters and itemized weights: 4. Technical specification: 1. Mechanical technical specifications: 2. Electrical technical specification.
Five, the main parts manufacturers, quality and life guarantee
Seven. Inspection records and inspection items 1. Inspection records provided by the seller to the buyer. Items inspected by both parties. Drawings and materials provided by the seller.
The above drawings and materials shall be delivered by the seller to the buyer within 1 month after the contract comes into effect (proof shall be provided when delivering).
IX. Annex III of climatic conditions of the Seller's project site:
Spare parts list
I list of spare parts and main tools (free of charge)
List of wearing parts for two years or two years (not included in the total contract price)
Attachment 4: Quality Assurance, Processing Technology and Manufacturing Cycle of Key Parts Attachment 5: Technical Service and Commitment
Article 2:
Party A:
Legal representative:
Party B:
Legal representative:
According to the relevant provisions of the Contract Law of People's Republic of China (PRC), in order to realize the direct alliance between technology research and development and market operation and create good economic and social benefits, Party A and Party B have reached the following agreement through friendly negotiation on the principle of long-term equal cooperation and mutual benefit:
I. Purpose of cooperation:
Promote the development of science and technology industrialization, make full use of Party A's extensive market resource advantages and give full play to Party B's scientific research platform ability, and realize the direct alliance between technology research and development and market operation.
Second, the scope of cooperation:
1. Development of multimedia software and hardware.
2. Marketing of 2.it products.
3. Network engineering.
4. Network operation.
Three. Ways and conditions of cooperation:
1. On the basis of the existing marketing network and social resources, Party A will further develop the market potential and gradually form a standardized national marketing network.
2. Party A collects and undertakes the development projects of enterprise application software and hardware according to social needs.
3. Party B uses its strong technical development strength to develop projects newly undertaken by Party A or established by both parties.
4. Party B shall cooperate with Party A for technical consultation and provide technical support in the process of business development.
Fourth, rights and obligations
1. The ownership of the project jointly planned and developed by Party A and Party B belongs to both parties.
2. The ownership of the development project undertaken by Party B unilaterally belongs to Party B. ..
3. During the cooperation, Party A and Party B have no right to interfere in the internal management of the other enterprise.
The two sides should communicate with each other and learn from each other's business actions based on honesty, so as to promote each other.
Verb (abbreviation of verb) profit distribution
1. For the series of products jointly developed by both parties, the market price shall be divided into _ _ _% of after-tax profit through negotiation by both parties, and shall be adjusted once every six months, and shall be adjusted through consultation according to the cooperation situation.
2. For the products developed by Party B unilaterally, if Party A intends to cooperate, the mode of cooperation and sharing can be determined separately by both parties after consultation.
Six, * * * ownership and sharing rights of the same development project.
1. If one party transfers its patent right, the other party can receive its patent right first.
2. If each party unilaterally waives the right to apply for a patent, the other party may apply separately.
3. After the development project is granted a patent, the party who gives up the right to apply for a patent can get a general license to exploit the patent free of charge, and the license shall not be revoked.
If one party does not agree to apply for a patent, the other party may not unilaterally apply for a patent.
5. Under special circumstances, the parties may also stipulate the share of the right to technological achievements and the right to patent application in the contract, and stipulate their independent rights to the research and development achievements produced in the main stage of technological development.
Seven. Privacy Policy
1. All information, know-how and project planning and design provided by Party A and Party B shall be kept strictly confidential and can only be used within the business scope of both companies.
2. All senior staff and R&D team members of Party A and Party B will sign a confidentiality agreement with the cooperative company to ensure that the confidential information and special technology they come into contact with during their employment in R&D are kept confidential.
3. All materials related to the project and funds provided by Party A and Party B, including but not limited to capital operation plan, financial information, customer list, business decision, project design, fund raising, technical data and project business plan, are confidential.
Any act of providing confidential contents to a third party directly, indirectly, orally or in writing without the written consent of both parties is a leak.
Eight. others
1. Any dispute between Party A and Party B during the execution of this contract can be settled through friendly negotiation. If mediation fails, it may be submitted to relevant arbitration institutions for arbitration.
2. For matters not covered in this agreement, both parties agree to sign a supplementary agreement, which has the same legal effect as this agreement.
3. This Agreement is made in duplicate, with each party holding one copy.
4. This agreement shall come into effect after being signed and sealed by both parties.
Party A: Party B:
Address: Address:
Legal representative:
Signing place: Signing place:
Signature time: Signature time: