Attached files
Exhibit 10.3
Lease Brokerage Service Contract
Contract sign by A and B in Jiashan city, China, on September 29, 2009
| Entrustor (Party A): | Zhejiang Longding Holding Group Co., Ltd. |
| Entrustee (Party B): | The Fifth Season Jiashan Investment Management Co., Ltd. |
| 1. |
Project summary |
Project name: Longding Regency
commercial real estate
Project address: Henan city, tiyu road east, Both
sides of the pingshan street
Start time: for Southern Region no later than
December 31, 2009, for north Region no later than October 1, 2010
| 2. |
Service Content and Duration |
| 1) |
Property Area: 22,800 square meters | |
| 2) |
Specific location and area: All commercial properties in Northern and Southern district of Longdingyuyuan | |
| 3) |
Confirmation | |
|
Party A passes to party B stamped real estate premise permit, and planning and design drawing. | ||
|
Duration: one and a half year starting from the date of contract signing |
| 3. |
Service Content |
| 1) |
Party B is responsible for brokerage service or finding tenants as well as its related work | |
| 2) |
Party B supervises and assists the brokerage service material preparation, including advertising brochure. | |
| 3) |
Party B proposes and implements marketing plan. | |
| 4) |
The contract has three copies. Party A, B and lessee get one copy each. |
| 4. |
Cost and Payment Method |
| 1) |
After contract signing, party A pays CNY 200,000 to B within 3 days. | |
| 2) |
When 50% of the brokerage work is done and 20% of the tenants start renovation, party B shall be paid CNY 300,000. | |
| 3) |
When 70% of the brokerage work is done and 30% of the tenants start renovation, party B shall be paid CNY 300,000. | |
| 4) |
When 58% of the brokerage work is done and 50% of the tenants start renovation, party B shall be paid CNY 500,000. | |
| 5) |
When 70% of tenants start renovation and open business by the end of 2009, party A pays to party B the remaining balance. |
| 5. |
Price of Rent |
Party B sets and implements the price of rent.
| 6. |
Brokerage Agent Commission |
| 1) |
If party A chooses 2 years lease mode, rental income for first 2 years is party B’s commission. | |
| 2) |
The rental income generated from party A’s unsold property in 2 years after contract signing is party B’s commission. | |
| 7. |
Tax Invoice |
| 1) |
Party B covers tax incurred by its service. | |
| 2) |
Party B provides the invoice. |
| 8. |
Support Work Explanation |
| 1) | Party B covers its cost of living | |
| 2) | Party B covers its travel and transportation fee | |
| 3) | Party B does not authorize its staff to borrow money or valuable items from party A | |
| 4) | When entering the project area, party B must notify party A. |
| 9. |
Intellectual Property Right |
| 1) |
Party B cannot violate party A’s intellectual property rights. | |
| 2) |
Party B does not gain any right by using party A’s intellectual properties. | |
| 3) |
Party A has right for all the intellectual property rights which authorize party B for commercial use. | |
| 4) |
Party A promises not to violate party B’s intellectual property rights unless authorized by party B. |
| 10. |
Responsibilities for Both Parties |
Responsibilities for party A
| 1) |
To provide property and all the necessary documentation to party B for project use | |
| 2) |
Responsible for the project and ensuring the properties in the Northern district be ready by the end of June, 2010. | |
| 3) |
To manage the janitors and security guards paid by party B. | |
| 4) |
To provide resources and necessary to help party B performing service. | |
| 5) |
To guarantee that all services are within legal scope and is responsible for any delay or construction quality of the properties. |
Responsibilities for party B
| 1) |
To comply with PRC laws and protect the brand image of A | |
| 2) |
To communicate with party A and reach a consensus before implementation. | |
| 3) |
Responsible for the overall planning of brokerage service. | |
| 4) |
To assist with the set up of marketing center. | |
| 5) |
To train marketing staff | |
| 6) |
To be responsible and not to exaggerate or deceive when marketing customers | |
| 7) |
To provide feedback and report to party A once a month | |
| 8) |
To keep updated to market movement in order to adjust marketing strategy |
| 11. |
Fulfillment of Contract and Confidential Provisions |
Fulfill contract
| 1) |
After contract signing, party B’s staff will come to the site to start working in 5 days | |
| 2) |
Party B must cooperate with A and hold a meeting to discuss work procedure | |
| 3) |
Every decision, meeting, notice and important document must be recorded and signed by both A and B | |
| 4) |
After party B hands in a proposal to party A, party A must replay to party B in 2 days. If party A does not reply in time, party will not be held responsible or pay the extra cost caused by the delay. | |
| 5) |
Party A appoints __________ to cooperate with ____________ representing party B. | |
| 6) |
Any information between A and B that is considered as commercial secrets is not allowed to publish to a thirty party. |
| 12. |
Default Responsibility |
Party A breaches the contract under the following situations:
| 1) |
Fail to fulfill the contract | |
| 2) |
Terminate the contracts without party B’s permission | |
| 3) |
Fail to pay sufficient fees on time | |
| 4) |
Fail to reply on time after the second written notice from party B regarding party B’s proposal. | |
| 5) |
Fail to hand in the certified documentation related to the project | |
| 6) |
Entrust a third party as the brokerage agent |
Party B breaches the contract under the following situations:
| 1) |
Fail to fulfill the contract | |
| 2) |
Inaccurately market, publish or explain materials provided by party A | |
| 3) |
Deceive party A and cause economic loss for the project |
| Responsibilities of Breach of Contract |
| 1) |
It is considered a breach of contract if either party cannot fulfill the provisions in the contract. The violator is held responsible and shall pay a fee. | |
| 2) |
If breaches the contract, party A shall pay to party B CNY 100,000 in addition to project expense. | |
| 3) |
If breaches the contract, party B shall pay CNY 100,000 and return paid project expense to party A, which does not have to pay the remaining project expense. |
| 13. |
Force majeure |
Due to force majeure, resulting in inability to perform the contract, will not be treated as a breach of contract for either party.
| 14. |
Dispute Resolution |
If fail to negotiate, either party can resolve a dispute at local court.
| 15. |
Contract Validity, Cancellation, Termination, and Change |
Contract Validity
Contract becomes valid after both parties’ signatures and seals on the contract. Contract Cancellation
| 1) |
Either party breaches the contract, the other party can cancel the contract and not be liable. | |
| 2) |
If cancelling the contract, either party shall notify the other within 15 days. The contract can be cancelled after both parties reach consensus and sign a cancellation agreement. | |
| 3) |
If either party notifies the other of cancellation intent, the other party shall reply in 7 days in writing. If fails to reply in time, it is considered as both parties agreeing to cancellation. |
Contract Termination
| 1) |
When brokerage service goal is achieved and both parties settle with relevant fees, the contract terminates. | |
| 2) |
When the contract expires and both parties settle with contract related legal and economic issues, the contract terminates. |
Contract Change
Party A shall cooperate with new owner and continue to fulfill a new contract if party A’s equity or shareholders change.
| 16. |
Miscellaneous |
| 1) |
This contract and its appendixes consist of a complete set of agreement for both parties and shall replace any previous memorandum or statement. | |
| 2) | Any contract amendment, change or replacement must be done in a written form and signed by both parties’ authorized representatives. | |
| 3) | Legal representative from both sides must present prove of status when signing. | |
| 4) | After the contract becomes valid, both parties shall fulfill and comply with the contract | |
| 5) | The contract has two duplicates, one for either party. | |
| 6) | For any unmentioned matters, both parties can sign a complementary agreement, which shall be equally valid as the contract. |
Signature page
| Party A: Zhejiang Longding Holding Group Co., Ltd. |
| By: /seal/ Zhejiang Longding Holding Group Co., Ltd. |
| Party B: The Fifth Season Jiashan Investment Management Co., Ltd. |
| By: /seal/ The Fifth Season Jiashan Investment Management Co., Ltd. |
Date: September 29, 2009