Party A: Shenzhen Sprandi Clothing Co., Ltd.

Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

After friendly negotiation, Party A and Party B, based on the principle of mutual benefit, * * jointly develop colorful Ni and DDCO brand clothing.

contract details:

1. Grant of management right

1. Party A grants Party B the business area of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

2. It is preliminarily determined that the opening date of exclusive stores or counters is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

3. there are _ _ _ _ counters/specialty stores operated by party b in the first phase, and the locations are _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Any change (increase or decrease) of Party B's business premises shall be reported to Party A for the record.

2: benefits and obligations

1. When signing the contract, Party B needs to pay a contract deposit of 2, yuan. If Party B violates Party A's rules and regulations, Party A has the right to treat the deposit as liquidated damages according to the degree of Party B's breach.

2. When opening a specialty store (cabinet), Party A shall design a decoration scheme for Party B free of charge (storefront design, product and window display design, light box advertising, poster publicity standards and specific design drawings, including walls, floors, ceilings, shelves, cash registers and other special props). Party B must carry out decoration in strict accordance with the decoration drawings, and the decoration expenses shall be borne by Party B..

3. in order to better grasp the market, party b shall provide party a with a feedback form of local market information and a weekly sales report before 1: every Monday morning. Fax the inventory list to the company on the 1st of each month, so that the company can make corresponding adjustments for the special market in time.

III: Operation

1. The goods sold by Party B's specialty store (cabinet) must be legal goods provided by Party A, and fake and inferior goods and other brand goods are not allowed to be displayed and sold in the store.

2. Party A sells it to Party B at a discount of 3.2% for Caiyunni and DDCO3 at the unified retail price. Party A provides corresponding VAT invoices at the settled price and collects taxes from Party B according to the national tax law. Party B must pay off the payment before taking delivery.

3. When Party B orders _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

4. in order to better display the image of caiyunni and DDCO, party b shall provide a specialty store or counter of not less than 4 square meters for the sale of caiyunni and DDCO series clothing.

4: goods exchange

1. The first batch of goods can be exchanged up to 1% if the company distributes goods within one month.

2. Franchisees can enjoy a uniform exchange rate of 2% for the models they choose and the new sample clothes they send to customers.

3. The replenished goods shall not be exchanged.

4. The goods to be replaced by Party B shall be put forward within one month after picking up the goods. (only for products of the same season)

5. If there is any quality problem, Party B shall return the goods within 7 days after receiving them, and Party A shall be responsible for replacing them. (the freight shall be borne by Party B)

6. Party A has the right to exchange various goods of Party B at any time.

7. The goods returned by Party B must be clean, intact and the tag is complete and clean, otherwise Party A has the right to return them.

v: delivery methods and responsibilities

1. After receiving the payment from Party B, Party A will deliver the goods in time. Generally, the delivery methods are air freight, China Railway Express and automobile transportation (the freight shall be borne by Party B).

2. When the goods arrive at Party B, first of all, we should confirm whether the weight of each piece is completely consistent with the invoice. If there is any problem, we should open the box and solve it in time, and show relevant certificates so that Party A can coordinate and deal with it in time. If there is no response within three days, Party A shall regard the products as arriving without error.

3. In principle, according to the transportation requirements, all goods are required to be insured. If you don't take insurance, you can promise Party A to take care of all the losses.

VI: Provision of Accessories

Daily sales management must be carried out in accordance with the unified model of Party A's exclusive store, including unified image logo, special hangers, VIP cards and sales receipts, and the expenses shall be borne by Party B.. The corresponding clothing picture books, publicity newspapers and magazines, shopping bags, promotional brochures, etc. shall be provided by Party A free of charge (if the quantity exceeds the limit, the corresponding cost shall be paid).

VII: Contract termination and liability for breach of contract

1. The contract expires.

2. if party b breaches the contract, this agreement will be automatically terminated if the breaching party fails to correct and take remedial measures within one month after being notified by party a in writing.

3. within one month after signing the agreement, party b still hasn't opened a store.

4. Party B has stopped purchasing and failed to sell Party A's products for more than one month due to its own reasons.

5. without the consent of party a, party b sells caiyunni and DDCO brand clothing across regions.

6. Those who copy the clothing styles of Cai Yunni and DDCO or design, produce and sell them by themselves.

7. After the termination of the contract, all props related to Caiyunni and DDCO brand logo in Party B's exclusive store must be removed, and Party B shall not use them for other purposes without Party A's permission, otherwise Party B shall bear relevant legal responsibilities.

VIII: Others

1. For matters not covered in this agreement, both parties may sign a written supplementary agreement, which has the same legal effect.

2. this agreement is made in duplicate, with each party holding one copy.

3. this agreement shall come into effect as of the date of signing, and the signing place is Shenzhen. Party A: Shenzhen Sprandi Clothing Co., Ltd. Party B:?

Address: Xiameilin Welfare Worker, Futian District, Shenzhen Address:

Floor 2, Building 1, Industrial Zone

Signature:? Signature representative:?

tel: 755-83116659? Telephone:?

755-8314381

Fax: 755-83182468? Fax: Signing date:? Year? Month? On

software sales agency contract

Party A: Beijing XX Software Co., Ltd.

Party B: Beijing XX Co., Ltd.

In accordance with the Contract Law of the People's Republic of China and other relevant laws and regulations, and on the principle of equality and mutual benefit, Party A and Party B hereby enter into this contract for the promotion and application of software. And * * * shall abide by the following terms:

1. Definition:

Unless otherwise specified in the terms or contents of this contract, the following terms have the following meanings:

1. Software products: software that has been commercialized and published publicly, and Party A, as the right holder, can authorize sales and provide technical support and services.

2. Agency sales: refers to that the transferee of software rights is allowed to exercise the right to display and sell software products, and agency sales include consignment or distribution.

3. Intellectual property rights: refers to the rights of patent, copyright (copyright), trademark, business reputation and business secrets enjoyed by the obligee according to relevant laws and international treaties in China.

4. technical support: at the request of software users, solve various technical problems arising in the process of software application for users; At the request of Party B, train sales and technical personnel for Party B, so that the above-mentioned personnel can master the technical knowledge needed in technical support, sales and other services.

5. After-sales service: it refers to providing product return and replacement services, software maintenance, upgrade and other services for Party B and its users;

6. Supplementary agreements and annexes: refer to the remedial clauses or subordinate contracts of the master contract, which have the same effect as the master contract.

ii. products of authorized sales agent

during the validity of this contract, the software products legally authorized by party a as the right holder to be sold by party b are: software, and the software version is:

iii. term of contract and authorized sales area

1. the term of this contract is from (26) to (26).

2. Party A authorizes Party B to be the exclusive general sales agent for the above products, and the sales area is the whole country.

IV. About Party A

Party A is an independent legal person and owns complete intellectual property rights of the software. Party A shall provide Party B with relevant company information.

v. About Party B

1. Party B is a company with independent civil capacity. Party B shall provide Party A with business license and other documents.

2. Party B has the computer knowledge, network knowledge and basic implementation and maintenance ability needed to complete daily business, and is familiar with the installation and use of software and the solution of common problems from the perspective of applied technology.

VI. Rights and responsibilities of both parties

(I) Rights and responsibilities of Party A

1. Party A provides Party B with software products with good market prospects and market competitiveness and reliable performance.

2. Party A supports Party B in marketing and sales of software products.

3. Party A shall provide Party B with the technical support and the support needed by Party B in product sales.

4. through negotiation with party b, party a has the right to make necessary adjustments to the product strategy, market strategy and price strategy of software products.

5. Party A has the right to require Party B to maintain market order. If Party B does violate the contract and disrupt the order, Party A has the right to make a penalty decision until the right of Party B's authorized sales agent is cancelled.

6. party a guarantees the authenticity of the intellectual property status of software products, and provides perfect after-sales service and lifelong maintenance for the faults encountered by customers in the use of software. Otherwise, any disputes arising therefrom and all losses caused thereby shall be borne by Party A..

7. Party A shall publicize Party B's agency status in a prominent position on the company website and explain Party B's contact information to customers. Provide customers with product maintenance, upgrade and online troubleshooting.

8. Party A is committed to providing the best business environment for Party B and promises not to set foot in the distribution and retail in the authorized sales area. During the cooperation of Party B as the product sales agent of Party A, Party A shall not establish a second distribution agent.

9. In order to protect Party B's promotion and cost investment, customers in Party B's sales area are regarded as Party B's customers regardless of whether they have contacted or negotiated with Party B.. Party A shall not supply the goods specified in this agreement to the buyers in the distribution area without authorization. If there is any inquiry, it should be passed on to Party B for negotiation. If a buyer wants to order directly from Party A, Party A can supply the goods on the premise that Party A sends a copy of the relevant sales contract to Party B in advance and obtains Party B's consent, and shall pay Party B a commission of% according to the invoice amount of the concluded transaction within three days after receiving the payment.

(II) Rights and Responsibilities of Party B

1. When signing the contract, Party B shall provide Party A with a copy of the business license of Party B as a legal person, a copy of the tax registration certificate and a copy of the ID cards of its legal representative and general manager. If there is any change, please submit a written explanation of the change and relevant documents after the change at any time.

2. after obtaining the software product sales authorization from party a, party b can conduct business and channel development as the general software sales agent of party a within the time and area specified by the authorization. Party B may develop sub-agents in the areas under its jurisdiction, and Party B shall be fully responsible for the activities of the sub-agents. Party B has the right to indicate in advertisements and letters that it is the authorized distributor of Party A..

3. The copyright, copyright and other intellectual property rights of the computer software system sold by Party B for Party A are always owned by Party A.. Party B shall not copy, copy, decrypt, decompile, disassemble or other reverse engineering the software system alone or with any third party, otherwise Party A shall have the right to pursue Party B's legal responsibilities and claim compensation for economic losses (the compensation shall not be less than RMB 1,).

4. Party B can get the publicity materials, sales and technical service materials of Party A's software for free.

5. All products of Party A sold by Party B must be legally obtained from Party A, and illegal channel versions of products shall not be sold. When providing products to users, Party B shall ensure that one copy of Party A's products is provided to only one user and the products are provided to the end users. Party B shall not provide Party A's products to any unit or individual who wants to use Party A's products for profit or distribution without Party A's consent. Party B shall not illegally sell or distribute Party A's products by any other means, thus causing losses to Party A.. Party B shall not produce or sell software products that are competitive with Party A's products.

6. in the process of selling and promoting party a's products, party b shall strictly abide by the legal provisions on intellectual property rights and safeguard the interests and image of party a .. Party B is responsible for software sales promotion, software installation and debugging, treats customers with sincere and enthusiastic attitude, pays attention to safeguarding the interests and images of both parties, and promptly handles the problems and opinions raised by customers on the use of products. Among them, Party A should be contacted in time for technical program reasons, and Party A will provide technical support and consultation.

7. In the process of selling software, the actual selling price of Party B shall not be lower than the reserve price specified by Party A, that is, RMB/set. If it is really necessary to change, Party A's consent must be obtained.

8. Party B shall submit complete information of the end customer (including the name, contact information, contact person and date of use of the end customer) to Party A, otherwise, Party A will not be responsible for its after-sales service, system upgrade or technical support.

9. Party B shall operate in good faith and abide by the law, and bear legal responsibilities independently for its own business activities.

VII. Principle of confidentiality

Party A and Party B shall strictly keep confidential the information about sales, market, inventory, price and agency rules involved in the performance of the agreement, and shall not disclose it to a third party.

VIII. Price and rebate policy

1. The public price of the software is RMB/set. The selling price of the goods supplied by Party A to Party B is the discount of the public price, that is, RMB/set.

2. Rebate policy:

If Party B's sales volume is between sets and sets within one year, Party A will provide% of the sales volume as a rebate to Party B as an incentive commission;

if party b's sales volume is between one set and another within one year, party a will provide% of the sales volume as a rebate to party b as an incentive commission;

if party b's sales volume is more than one set within one year, party a will provide% of the sales volume as a rebate to party b as an incentive commission;

if party b's sales volume does not reach the set within one year, party a will not provide rebate to party b as a reward commission;

IX. Ordering, payment and freight

1. When placing an order with Party A, Party B must fill in the "Tianyuan Science and Technology Software Product Order Form" (Annex I), which shall be signed or sealed by the person in charge, stamped with the official seal of the company and faxed to the marketing department of Party A..

2. after receiving the purchase order, party a will deliver the goods within days after the payment arrives. Party B shall fax a copy of the payment voucher to Party A as soon as possible so as to arrange delivery as soon as possible.

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