Attached files
Exhibit 10.6
COOPERATION
CONTRACT
FOR
SETTING UP YIKOULE FRUITS AND VEGETABLES BASE
This
Contract is signed on 4th,
Oct., 2008 by the following parties:
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(1)
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Xiamen
Yijun Modern Agriculture Development Co., Ltd, a corporation registered in
Xiamen City, Fujian Province of the People’s Republic of China with its
domicile at Xindian Township, Xiangan District of Xiamen City
(hereinafter, Party A);
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(2)
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Li
Daxiao (ID NO: 512226195212284076, address: Group 3, Santuo Village,
Anping Township, Fengjie County, Chongqing
City);
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Li
Guangfu (ID NO: 511225198006084053, address: Group 3, Santuo Village,
Anping Township, Fengjie County, Chongqing
City);
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(hereinafter,
Party B).
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Preface
Whereas
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(1)
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Party
B has already been operating the existing orchard of Group 3, Santuo
Village, Anping Township, Fengjie County, Chongqing City under Contract
since October, 2007. At present, the orchard covers a real area of 200 Mu
with 14,000 fruit trees and current annual output of 1000
tons.
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(2)
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Party
A and Party B agreed to set up Yikoule Fengjie Navel Orange Cultivation
Base cooperatively based upon the said
orchard.
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Party A
and Party B reach an agreement on the following issues:
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1.
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Cooperation
Project Site
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1.1
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Party
B shall provide the contracted orchard (hereinafter, Cooperation Project)
as Party A’s “Yikoule Fengjie Navel Orange Cultivation
Base“.
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1.2
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Cooperation
Project is situated at Group 3, Santuo Village, Anping Township, Fengjie
County, Chongqing City, which shall be subject to the Responsibility
Management Contract entered into by Party B, the People’s Government of
Fengjie County, and Fengjie Agricultural Bureau (for more details, please
see Attachment II: Certificates of Right to Contract and Operate Rural
Land of PRC (No. 513350023630010308 and No. 513350023630010307) issued by
Fengjie County Government in 2005.
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2.
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Cooperation
Mode
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Party B
shall sell the navel oranges produced at the Base under this Contract without
any change of the ownership of the cooperation project during the cooperation
period. Party A shall purchase part or all the navel oranges yielded by the
cooperation project by placing orders. Meanwhile, Party A shall cooperate with
Party B in establishing the cooperation project by means of establishing and
promoting the brand, providing technical guidance, carrying out marketing
promotion and undertaking the responsibility of partial sales volume of the
products under Contract. Party B shall conduct external propaganda in the name
of Party A’s vegetables and fruits Base and provide stable supply of products to
Party A.
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3.
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Cooperation
Term
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3.1
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The
cooperation term shall be valid from August 18th,
2008 to January 31th, 2012 with the period from August 1st,
2008 to February 28th,
2009 as the adaptation period. During the adaptation period, besides
signing this Contract with Party B to make certain the cooperation
framework, Party A shall appoint its subordinates (e.g. Xiamen Yisheng
Fruits and Vegetables Operation Department, etc) to sign Cooperation
Agreement on Contracted Partial Sales Volume with Party B. Both parties
shall have the right to sign Sales Agency Agreement with explicit terms of
the responsibilities, rights and interests related to the sales without
violating the principles under this
Contract.
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3.2
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Both
Party A and Party B look forward to a long-term cooperation. Therefore,
both parties shall carry out further negotiation on the extension of this
Contract one month prior to the expiration of the cooperation
term.
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4.
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Party
A’s Rights and Obligations
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4.1
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Party
A shall have the right to require the renewal of the brand or bulletin
board for the cooperation project;
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4.2
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Party
A shall be entitled to request Party B to carry out its external business
and promotion in the name of Yikoule Fengjie Navel Orange Cultivation
Base;
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4.3
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Party
A shall be entitled to get the most preferential treatment of sales price
in purchasing navel oranges produced by the cooperation
project;
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4.4
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Party
A shall be entitled to purchase the navel oranges yielded from the said
Base by means of placing orders. The amount of the ordered products, means
of transportation, delivery point and payment method shall be subject to
the real-time order sheets;
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4.5
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Party
A shall specially establish Technology Department of Navel Orange
Cultivation Base composed of advanced agricultural technicians for
providing technical guidance to the cooperation Base, which will strictly
demand Party B to use pollution-free fertilizer, pesticide, inside and
outside packages in the light of relevant regulations issued by the state
and related departments. In the event that Party B uses insects-killing
pesticide and freshness-preserving materials which are prohibited by the
state and relevant sectors, Party B shall be regarded as having violated
this Contract severely and shall undertake any civil liabilities and
criminal responsibilities hereof;
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4.6
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The
Trademark of Yikoule shall be exclusive to Party A’s affiliated
enterprises. Party A shall be responsible for planning and implementing
promotion of Brand Yikoule and any expenses hereof shall be borne by Party
A;
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4.7
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To
improve good reputation in the market and increase sales volume, Party A
shall increase its investments in establishing the Brand. The expenses
hereof shall be shared by the principle of “The One Who Benefits Shall
Make Investments” (e.g. the expenses arising from promoting enterprise’s
brand shall be borne by Party A, and those from popularizing product brand
shall be borne by Party A and Party B jointly). Both parties shall
undertake full negotiation and sign special agreements in times of
implementing this Contract;
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4.8
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Party
A shall be entitled to transfer all or part of its rights and obligations
under this Contract to any of its affiliated
enterprise;
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4.9
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Party
A shall not carry out any similar cooperation with any unit or individual
within the administrative region of Fengjie County where Party B is
situated during the cooperative period. In the event of any such case
occurs, Party A shall be deemed as having severely violated this Contract
and shall undertake the default
responsibilities.
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5.
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Party
B’s Rights and Obligations
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5.1
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Party
B shall renew the brand or bulletin board for the cooperation project upon
request from Party A;
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5.2
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Party
B shall develop all its external business and propaganda in the name of
Yikoule Fengjie Navel Orange Cultivation
Base;
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5.3
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In
the event that Party B needs to carry out Industrial and Commercial
Registration with regard to the cooperation project, the name of the
newly-established company shall be agreed by Party A’s written consent and
adopt the trademark of Yikoule. Details such as the name of the new
company, stock proportion of each party shall be consulted and negotiated
in times of the registration;
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5.4
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The
trademark of Yikoule shall be stuck remarkably on the inside and outside
packages and labeling of all navel oranges sold (including navel oranges
sold by Party B to Party A as well as to any other third party). The
design pattern of packages shall be confirmed by both parties and
unifiedly printed. The patterns for inside and outside packages as well as
labeling shall be designed by Party A and printed by Party B in the
neighborhood, and the relevant expenses shall be borne by Party B and
regarded as the cost;
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5.5
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As
for the navel oranges yielded on the Base, Party B shall have the right to
sell independently to any other third party, provided that Party A’s
purchase needs have already been satisfied and the price of the products
sold to the third party shall be 1-5% (5% included) higher than that of
the navel oranges of the same batch provided to Party A. In the event that
Party B would like to sell some products by itself, Party A may provide
instructional strategies and implementation plan for Party B and with the
expenses borne by Party B and relevant sales profits enjoyed by Party B
solely;
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5.6
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In
times of Party A’s purchase of navel oranges, Party B shall sell the
products to Party A at a price 1-5% lower than real-time market price.
Party B shall bear no risks and enjoy no benefits arising from Party A’s
sales of navel oranges yielded on the Base after the navel oranges are
sold to Party A;
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5.7
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Party
B shall bear all the expenses and costs associated with the construction
of the Base (including those from cultivation, applying fertilizer,
killing insects, picking, freshness-preserving, packaging etc.). Party A
shall bear no such expenses with the exception of providing technical
guidance;
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5.8
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To
improve good reputation in the market and increase sales volume, Party B
shall increase its investments in establishing the Brand. The expenses
hereof shall be shared by the principle of “The One Who Benefits Shall
Make Investments” (for example, the expenses arising from certification of
the Base and promoting regional brand shall be borne by Party B, and those
out of popularizing product brand shall be shouldered by both parties
jointly). Both parties shall undertake full negotiation and sign special
agreements in times of implementing this
Contract;
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5.9
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Party
B shall be regarded severely violating this Contract in case of carrying
out any similar cooperation with any unit or individual and shall
undertake the relevant responsibilities
hereof.
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6.
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Representations
and Warranties
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Party B
represents, warrants and promises the following representations are, and will be
true, exact and non-misleading at the very moment and at any time during the
period from the date of signature of this Contract to the expiration
thereof.
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6.1
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Party
B shall give Party A the most preferential treatment in selling navel
oranges yielded on the Base;
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6.2
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Party
B shall fully respect and strictly implement the management procedures and
operation regulations for the whole process of cultivation, applying
fertilizer, killing insects, picking, freshness-preserving, packaging,
transportation as well as sales;
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6.3
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Party
B shall carry out strict management on the production until the products
are delivered to Party A by the principle of good
faith.
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6.4
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Party
B have already elaborated the cooperation issues under this Contract to
their family and obtained their consent. Party B shall ensure themselves
and their family to be bound by this
Contract.
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6.5
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Party
B shall use its best effort to maintain Party A’s brand and good
reputation and shall not perform any activity harmful
thereto.
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6.6
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Party
A’s Industry and Commerce Business License, Tax Registration Certificate,
Code Certificate of Legal Person, Hygienic License, Production
License.
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7.
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Default
Liabilities
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7.1
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Either
party shall not unilaterally terminate or cancel this Contract during the
cooperation period.
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7.2
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Either
party shall be entitled to terminate this Contract in case of the other
party’s breach of this Contract and require the default party to undertake
the compensation liabilities.
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8.
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Resolution
of Disputes
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In the
event of any dispute arising out of or in connection with the performance of
this Contract, the parties shall attempt to resolve such dispute through
friendly negotiation by the principle of mutual understanding and accommodation.
If no agreement can be reached through such negotiation, either Party may bring
a suit to any court which has the jurisdiction over the region where either
party is located.
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9.
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Contract
Effectiveness
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This
Contract shall come into effect upon signature (or seal) by Party A’s authorized
representative and Party B’s signature in person.
Party A:
(stamped and sealed): Xiamen Yijun Modern Agriculture Development Co.,
Ltd
Authorized
Representative:
ID
No.:
Party B
(signature): /s/ Li Daxiao /s/ Li Dfu
Authorized
Representative:
ID No.:
512226195212284076
ID No.:
511225198006084053
[The
following is intentionally left blank.]
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