EX-4. B-12 CONSULTING AGREEMENT
EX-4.
B-12
THIS
AGREEMENT is effective as of January 1,
2009
BETWEEN
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Inc.
▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
Grand
Cayman, Cayman Islands
("▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇")
AND
SILVER
LAKE INVESTMENT PARTNERS, LTD. in B.V.I.
("Silver Lake")
WHEREAS
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Silver Lake are desirous of setting out the terms and
conditions of their service relationship
NOW
THEREFORE THIS AGREEMENT WITNESSES that the parties agree as
follows:
1. Services
Silver
Lake offers consulting services to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ related to corporate
development, market development and technical support for the period from
January 1, 2009 to December 31, 2009.
2. Fees
Silver
Lake charges ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. USD 2,000 per month for the consulting
services to be provided from January 1, 2009 to December 31, 2009, payable on a
quarterly basis.
3. Responsibilities
of Silver Lake
Silver
Lake's duties under this Agreement are as follows:
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(iv)
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Silver
Lake will use its best efforts to provide advice and support to
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ related to market development, corporate issues,
business models and technology building during the above said
period.
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(v)
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Silver
Lake will keep ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ informed as to any problems encountered
and as to any solutions found for those
problems.
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(vi)
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Silver
Lake will keep all the trade information and information obtained during
the course of consulting ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ intact,
confidential.
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4. Responsibilities
of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇’s
duties under this Agreement are as follows:
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(iii)
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
will provide all the necessary information for Silver Lake to perform its
consulting services and without hiding of any
information.
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(iv)
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
will pay for all the necessary expenses incurred during the course of
Silver Lake performing the consulting
services.
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5. Termination
This
agreement may be terminated by either party with a reasonable notice in advance
and have a mutual consensus of both parties.
6. Amendment
This
Agreement may be altered, modified or amend by writing, with mutual consensus
from both parties and sign by both parties.
7. Assignment
Nether
party to this agreement may assign or delegate its duties under this agreement
without the prior written consent of the other.
8. Entire
Agreement
This
agreement, including all schedules (if any) hereto, constitutes the entire
agreement between the parties relating to this subject matter and supersedes all
prior or simultaneous representations, discussions, negotiations and agreements,
whether written or oral. This agreement may be amended or modified only with
written consent of the parties hereto. No oral waiver, amendment of modification
will be effective under any circumstances whatsoever.
9. Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of
Cayman Island.
In
witness of this, the parties have executed this Agreement as of the date first
written above.
By
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
/s/
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
President
and Chief Executive Officer
By
SILVER LAKE INVESTMENTS PARTNERS, LTD.
/s/ ▇▇▇
▇▇▇▇▇▇ Kong
▇▇▇
▇▇▇▇▇▇ KONG
Authorized
Signatory
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