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EXHIBIT 10.11
(Thailand and HK)
THIS AGREEMENT is made the 1st day of February 1999
BETWEEN
(1) Jenda Enterprise Company Limited, a limited company incorporated in
Thailand whose registered office is situate at 00 Xxxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx, 00000, Xxxxxxxx ("Party A") of the one part; and
(2) Xxxxxx International Travel Services Limited, a limited company
incorporated in Hong Kong whose registered office is situate at Flats A
and B, 12th Floor, Gold Union Commercial Building, Xx. 00 Xxxxxxxxx
Xxxx Xxxxxxx, Xxxx Xxxx ("Party B") of the other part.
WHEREAS:
(1) Party A is running a tourist business in Thailand and is operating
several trips for Xian in the People's Republic of China via Hong
Kong/Hong Kong and Macau ("the Trips"). Details of the Trips and the
prices therefor ("the Prices") (subject to seasonal fluctuation) are
contained in the several brochures ("the Brochures") which are annexed
hereto.
(2) Party A is desirous of sub-contracting out those stages of the Trips to
be operated in Hong Kong/Hong Kong and Macau ("the Hong Kong Stages")
and in China ("xxx Xxxxx Stages") in the manners hereinafter
stipulated.
NOW THEREFORE IT IS MUTUALLY AGREED:
1. Party A shall refer/assign all its customers for the Trips ("the Customers")
to Party B (and to Party B only) as its exclusive sub-contractor for the
operation of the Hong Kong Stages
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of the Trips consisting of (1) the reception of the Customers from Thailand in
the Hong Kong airport up to the departure of the Customers in the Hong Kong
airport to Xian and (2) the reception of the Customers back from Xian in the
Hong Kong airport up to the departure of the Customers in the Hong Kong airport
back to Thailand. Party B agrees to act as such exclusive sub-contractor and to
take up the operation of the Hong Kong Stages of the Trips in the manners
hereinafter stipulated.
2. Party A shall be responsible for purchasing the round trip tickets for the
whole of the Trips for the Customers and shall ensure that each of the Customers
shall hold a set of valid round trip ticket before departure from Thailand.
3. Party A shall also be responsible for purchasing the round trip insurance
coverage for the whole of the Trips for each of the Customers and shall ensure
that each of the Customers shall hold a valid coverage of such insurance before
departure from Thailand.
4. Party B shall be responsible for all the costs and expenses within the ambit
of the operation of the Hong Kong Stages of the Trips in the manners hereinafter
stipulated and in accordance with the Brochures, except the costs of all the
air-tickets and insurance coverage for the whole of the Trips, which are the
responsibilities of Party A. For avoidance of doubt, all costs and expenses
incurred outside the ambit of the operation of the Hong Kong Stages and the
China Stages of the Trips are the responsibility of Party A.
5. In operating the Hong Kong Stages of the Trips, Party B shall ensure that the
routes, the activities, the accommodations, the transportations (except the
airway parts which are the responsibility of Party A), the guide-services and
every other aspects of and incidental to the Hong Kong Stages of the Trips are
operated in strict adherence to and compliance with those modes, qualities and
standards as specified in the Brochures.
6. In operating the Hong Kong Stages of the Trips, Party B shall, when
receiving, entertaining and guiding the Customers, ensure that such trip names
and/or marks, signs or logos as specified in the Brochures shall be clearly,
distinctively and visibly exhibited, erected, posted
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up or hanged up so as to allow the Customers to easily identify the same as the
Trips for which they are joining.
7. In order to perform its duties in operating the Hong Kong Stages of the
Trips, Party B shall, upon receiving notice from Party A that any of the Trips
is about to commence, make without delay all preliminary arrangements and
checkings such as accommodation bookings, transportation bookings (except the
airway parts which are the responsibility of Party A), sight-seeings
availability and guide-services recruiting etc. so as to ensure that the Hong
Kong Stages of the Trips can be properly and smoothly operated. In case any
problem is encountered or foreseen by Party B, it shall immediately inform Party
A of the same so as to allow Party A of sufficient time to consider the
cancellation of the Trips. Party A undertake to give sufficient prior notice to
Party B of the commencement of any of the Trips so as to allow Party B of
sufficient time to make such preliminary arrangements and checkings.
8. In case any complaint by the Customers is made to Party B or any problem is
encountered by Party B during the operation of the Hong Kong Stages of the
Trips, Party B shall inform Party A of the same immediately and shall try its
best to resolve such complaint or problem promptly and fairly. In operating the
Hong Kong Stages of the Trips, Party B shall be personally liable for and shall
keep Party A indemnified against any claims by the Customers arising from any
breach of or deviation from or non-fulfillment of those modes, qualities or
standards in respect of the Hong Kong Stages of the Trips as specified in the
Brochures PROVIDED that any defense or exclusion or limitation factor available
under the terms and conditions for the provision of the Trips which are
available to Party A to meet such claims shall also be available to Party B in
operating the Hong Kong Stages of the Trips.
9. Party B shall not without the consent in writing of Party A pledge or engage
the credit of Party A or enter into or purport to enter into any contract on
behalf of Party A.
10. Party B shall not without the consent in writing of Party A disclose to the
Customers its name as the sub-contractor or operator of the Hong Kong Stages of
the Trips and shall ensure
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that such trip names and/or marks, signs or logos as specified in the Brochures
shall throughout the Hong Kong Stages of the Trips be used as the identifiers
for the Trips to the Customers only.
11. In consideration of the services to be provided by Party B in the operation
of the Hong Kong Stages of the Trips, Party B shall be entitled to receive from
Party A a remuneration equal to 25% of the Prices paid by the customers for the
Trips. Such remuneration shall be paid by Party A to Party B before the
commencement of the Trips. In case there is any subsequent fluctuation in the
Prices, the actual amounts to be received by Party B shall fluctuate accordingly
PROVIDED that if there is any reduction in the Prices without the prior consent
of Party B, Party B shall be entitled to refuse to take up those Trips at the
reduced Prices.
12. Party A undertakes that it shall receive the full amounts of the Prices from
the Customers before any of the Trips shall commence.
13. Party A hereby further appoints Party B as its agent for the purposes of
finding suitable operator in China for the operation of the China Stages of the
Trips. Party B hereby accepts the appointment to act as such agent.
14. In acting as such agent, Party B shall do the followings on behalf of Party
A:
(a) to find suitable operator in China ("xxx Xxxxx Operator") to
operate the China Stages of the Trips from the reception of
the Customers from Hong Kong in the Xian airport until the
departure of the Customers in the Xian airport back to Hong
Kong;
(b) to sign the sub-contracting agreement for the operation of the
China Stages of the Trips with the China Operator.
(c) to liaise with the China operator and Party A regarding any
matters arising on the operations of the China Stages of the
Trips.
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PROVIDED that Party B shall do the above-mentioned matters in its own name to
the intent that Party B shall act as an undisclosed agent of Party A. Party A
undertake to indemnify Party B against any lose, damages or liability whatsoever
that may be incurred or suffered by Party B by virtue of acting as such
undisclosed agent of the Party A.
15. Party B shall not be responsible or liable for anything which shall happen
within the ambit of the operation of the China Stages of the Trips by the China
Operator PROVIDED that in concluding any sub-contracting agreement with the
China Operator, Party B shall ensure that such sub-contracting agreement shall
contain such terms as similar to the terms in this Agreement to the intent that
the China Operator in operating the China Stages of the Trips shall perform the
similar duties and have the similar rights as Party B in operating the Hong Kong
Stages of the Trips shall perform/have and that the remuneration to the China
Operator shall be fixed at 35% of the Prices (subject to the same fluctuating
provision as contained in clause 11 above). The 35% remuneration payable to the
China operator shall be forwarded by Party A to Party B before the commencement
of the Trips.
16. In consideration of Party B accepting the appointment as the undisclosed
agent of Party A and performing the agency works as mentioned in clause 14
above, Party B shall be entitled to receive from Party A a remuneration equal to
5% of the Price. Such remuneration shall be paid by Party A to Party B before
the commencement of the Trips and shall be subject to the same fluctuation
provision as contained in clause 11 above.
17. This Agreement shall commence on the date hereof and shall continue in force
thereafter until terminated :
(a) By either party giving not less than 3 months' written notice
of termination to the other; or
(b) Forthwith by either party giving written notice to the other
party in any of the following events
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(i) if a distress or execution is levied against any of
the property of the other party and is not paid out
within 14 days; or
(ii) if the other party ceases to carry on its business or
substantially the whole of its business; or
(iii) if the other party announces that it is intending to
cease, or considering ceasing to carry on its
business or substantially the whole of its business;
or
(iv) if an encumbrancer takes possession, or a receiver is
appointed of any party of the assets of the other
party.
18. The termination of this Agreement under the preceding clause shall not
prejudice any rights of either party in existence prior to the effective date of
termination. in the event of a termination under sub-clause (a) above the
termination shall not apply in relation to the Trips which have commenced prior
to the effective date of termination and the rights and obligations of each
party under this Agreement in respect of such trips shall survive the
termination and be enforceable notwithstanding such termination. In the event of
a termination under sub-clause (b) above such provision shall apply in relation
to the Trips commenced prior to the effective date of termination as the party
terminating this Agreement shall stipulate as being most appropriate for giving
effect to the substance of this Agreement and the interests of the Customers in
the circumstances which have arisen.
19. Any notice given hereunder by either party to the other may be sent by
facsimile transmission or prepaid recorded delivery post to the party's address
given above in which event it shall be deemed to have been received within 2
working days after the date of posting. Any notice given by facsimile shall be
deemed immediately received upon confirmation of completion of such
transmission.
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20. This Agreement shall supersede any and all previous agreements or
arrangements between the parties hereto.
21. This Agreement shall take effect on 1st January 1999 and shall be deemed
made on that day.
22. This Agreement shall be interpreted and governed by the English laws and the
parties hereto submit to the non-exclusive jurisdictions of the English courts.
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SIGNED by SANYA HUTAYON ) For and on behalf of
) JENDA ENTERPRISE CO. LTD.
for and on behalf of Party A )
)
in the presence of: ) ___________________________________
Authorized Signature
SIGNED by XXXXX XXXX MING ) For and on behalf of
) XXXXXX INTERNATIONAL TRAVEL SERVICES LTD.
for and on behalf of Party B )
)
in the presence of: ) ____________________________________
) Authorized Signature
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