PoolingandServicingAgreement联营及服务协议_1.doc

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SBLC合作协议书(中英文标准版)

合作合同书Cooperation Agreement甲方（开证方）Party A: (Issuer)：乙方（接证方）：Party B (Receiver):鉴于甲方开具境外SBLC给乙方，由乙方银行办理抵押贷款，为此双方达成协议如下：Commissioned by Party B to Party A that Party A shall issue an available SBLC and to let Party B get a mortgage loan from the bank, for which both parties agree as follows.一．票据概述：I; Note Overview:1.抵押品担保：SBLC。

The mortgage collateral: SBLC.2.面值：合约总额度_______分批操作，第一单________，第二单____，第三单______，完成第一单后每隔_____个工作天操作第二，第三单，后续按双方商定的金额办理。

至本合同金额操作完成，本合同便自动终止The nominal value: Total contract amount is ______________________, the first transaction is ____________________, the second transaction is _____________________, the third transaction is ________________________. The Second and Third transaction will be started within FIVE banking days after completion of the last transaction. the following transaction amount will be proceeded under discussion of both two parties. After completion of the contract amount, this contract will be finished automatically3.期限：三百六十五天加一天。

专业术语熟语英语翻译

积极探索、求真务实 try to explore new ways and be realistic and pragmatic 从严治党 tightening the Party discipline 保持党的先进性和纯洁性 maintain the Party’s advanced nature and purity 增强党的凝聚力和战斗力 enhance the Party’s cohesive and fighting capacity 自强不息，锐意进取，艰苦奋斗，勤俭建国 make unremitting efforts to overcome difficulties, build the country with industry and thrift
社会化、市场化 socialization and market orientation 坚持物质文明和精神文明两手抓、两手都要硬的方针 promote material progress and cultural and ethical progress, attaching equal importance to both. 集中力量办大事 concentrate our forces on a major task 民族振兴 rejuvenating the nation 拨乱反正 set things right
四项基本原则 the Four Cardinal Principles of adherence to the socialist road, the people’s democratic dictatorship, the leadership of the Communist Party of China, and Marxism-Leninism and Mao Zedong Thought. 荣获先进单位称号 be honoured with the title of advanced unit 全面提高劳动者素质 improve the overall quality of the work force

软件许可及服务协议英文

软件许可及服务协议英文Software License and Services AgreementThis Software License and Services Agreement (“Agreement”) is made and entered into by and between [Licensee], with its principal place of business at [Address], and [Licensor], with its principal place of business at [Address], collectively referred to herein as the “Parties”.WHEREAS, Licensor owns certain proprietary software (“Software”) and desires to license the Software to Licensee for use in accordance with the terms and conditions set forth in this Agreement; andWHEREAS, Licensee desires to license the Software from Licensor, and Licensor desires to provide Licensee with certain services related to the Software, all on the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties contained herein, the Parties agree as follows:1. SOFTWARE LICENSE.1.1 License Grant. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software in accordance with the terms of this Agreement.1.2 Restrictions. Licensee shall not, and shall not permit any third party to: (a) copy the Software; (b) decompile, disassemble or reverse engineer the Software; (c) modify, translate, adapt or create derivative works based on the Software; (d) rent, lease, distribute, sell, or transfer the Software or any portion thereof; (e) use the Software for any illegal or unauthorized purpose; or (f) remove or alter any copyright, trademark or other proprietary notices on the Software or any portion thereof.1.3 Ownership. Licensor retains all title, ownership and intellectual property rights in and to the Software, including any modifications or improvements to the Software made by Licensor during the term of this Agreement.1.4 Support and Updates. Licensor shall provide Licensee with technical support and updates to the Software as reasonably required to provide Licensee with the full benefit of the Software licensed hereunder.2. SERVICES.2.1 Service Description. Licensor shall provide Licensee with the services set forth in Exhibit A attached hereto (“Services”).2.2 Service Levels. Licensor shall provide the Services in accordance with the service levels set forth in Exhibit A.3. TERM AND TERMINATION.3.1 Term. This Agreement shall be effective as of the date first written above and shall continue for a period of one (1) year thereafter, unless earlier terminated as provided herein. This Agreement shall automatically renew for consecutive one (1) year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.4. CONFIDENTIALITY.4.1 Confidential Information. Each Party acknowledges that it may receive certain confidential and proprietary information of the other Party (“Confidential Information”) in connection with this Agreement. The Parties agree to hold in confidence all such Confidential Information and not to disclose any such Confidential Information to any third party without the prior written consent of the other Party.4.2 Exceptions. The obligations set forth in Section 4.1 shall not apply to Confidential Information that: (a) is or becomes publicly available through no act or omission of the receivingParty; (b) was already in the receiving Party’s possession without obligation of confidentiality prior to disclosure by the disclosing Party; (c) is rightfully received by the receiving Party from a third party not under obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.5. WARRANTIES AND REPRESENTATIONS.5.1 Disclaimer. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.5.2 Licensor’s Representations and Warranties. Licensor represents and warrants that: (a) it has the right to enter into this Agreement and to grant the license and services provided hereunder; and (b) the Software and Services will operate in substantial conformity with the specifications provided by Licensor.5.3 Licensee’s Representations and Warranties. Licensee represents and warrants that: (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; and (b) it will comply with all applicable laws and regulations in connection with its use of the Software and Services.6. LIMITATION OF LIABILITY.6.1 Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, OR LOSS OF USE OF THE SOFTWARE OR SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.6.2 Cap on Liability. IN NO EVENT SHALL LICENSOR’S LIABILITY TO LICENSEE UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE LICENSE AND SERVICES DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.7. GENERAL.7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.7.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be first settled through friendly negotiation. In case no settlement can be reached through negotiation, the Parties agree to submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules then in effect. The arbitration shall be conducted by a panel of three arbitrators. The place of arbitration shall be the city whereLicensor is located. The arbitration award shall be final and binding upon the Parties.7.3 Notices. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered personally, (b) upon receipt, if sent by fax or email (with confirmation of receipt), (c) three (3) days after being sent by registered or certified mail (return receipt requested), or (d) one (1) day after being sent by a reputable overnight courier service, in each case with all postage, delivery and other charges prepaid, to the address of the Party set forth above or to such other address as may be specified by the receiving Party in writing.7.4 Entire Agreement. This Agreement, including all exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.7.5 Amendment and Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Parties hereto. The failure of any Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.7.6 Assignment. Licensee may not assign this Agreement without the prior written consent of Licensor. Any purported assignment in violation of this Section 7.6 shall be null and void.7.7 Independent Contractors. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.7.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect.7.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.[Licensor]By:_____________________________Title:___________________________[Licensee]By:_____________________________Title:___________________________EXHIBIT A – SERVICES[To be completed]。

英文软件服务外包合同

英文软件服务外包合同Outsourced Software Development Services Contract.Article 1: Definitions.1.1 "Contractor" shall mean the party providing the Software Development Services as specified in this contract.1.2 "Client" shall mean the party receiving theSoftware Development Services as specified in this contract.1.3 "Software Development Services" shall mean the services provided by the Contractor to the Client, which include but are not limited to the design, development, testing, implementation, maintenance, and support of software systems and applications.Article 2: Scope of Work.2.1 The Contractor shall provide the SoftwareDevelopment Services to the Client as specified in the Statement of Work (SOW) attached hereto as Annex A. The SOW shall detail the specific tasks, deliverables, andtimelines for the Software Development Services.2.2 The Client shall have the right to request modifications to the SOW during the term of this contract. Any such modifications shall be mutually agreed upon by both parties in writing and shall become part of this contract.Article 3: Term and Termination.3.1 This contract shall commence on the Effective Date specified in the SOW and shall continue until the completion of all tasks specified in the SOW, unless terminated earlier as provided for in this contract.3.2 This contract may be terminated by either party for breach of contract by the other party, provided that the breaching party is given notice of the breach and fails to correct the breach within a reasonable period of timespecified in the notice.3.3 Upon termination of this contract, the Contractor shall deliver to the Client all work product, documentation, and other materials related to the Software Development Services performed under this contract.Article 4: Fees and Payment.4.1 The Client shall pay the Contractor the fees specified in the SOW for the Software Development Services performed under this contract.4.2 Payment shall be made in accordance with the payment terms specified in the SOW. The Contractor shall invoice the Client for the fees due and the Client shallpay such invoices within the specified payment terms.4.3 If the Client fails to make any payment when due, the Contractor may, in addition to any other rights or remedies it may have, charge interest on the overdue amount at the rate specified in the SOW.Article 5: Confidentiality and Intellectual Property.5.1 Both parties shall maintain the confidentiality of all non-public information obtained from the other party during the term of this contract, including but not limited to trade secrets, business plans, technical information, and any other confidential or proprietary information.5.2 All intellectual property rights in and to the Software Development Services and any related work product shall vest in the Client, subject to any pre-existing intellectual property rights of the Contractor. The Contractor shall assign all such rights to the Client upon completion of the Software Development Services.5.3 The Client shall indemnify and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the use or misuse of any intellectual property rights owned or controlled by the Client.Article 6: Warranties and Support.6.1 The Contractor shall perform the Software Development Services in a professional and workmanlike manner, and shall use reasonable care and skill in the performance of its obligations under this contract.6.2 The Contractor shall warranty that the Software Development Services shall be free from defects in workmanship and materials for a period of ninety (90) days from the date of completion of the Software Development Services, as specified in the SOW.6.3 The Contractor shall provide support and maintenance services for the Software Development Services as specified in the SOW. Such support and maintenance services shall include bug fixes, patches, and updates as necessary to ensure the proper operation of the Software Development Services.Article 7: General Provisions.7.1 This contract shall be governed by and construed in accordance with the laws of the country specified in the SOW.7.2 Any disputes arising out of or related to this contract shall be settled through friendly consultation between the parties. If such consultation fails to resolve the dispute, the parties shall submit the dispute to arbitration in accordance with the arbitration rules specified in the SOW.7.3 This contract shall constitute the entire agreement between the parties relating to the subject matter hereof and shall supersede any prior agreements or understandings between the parties.7.4 This contract may not be assigned or transferred by either party without the written consent of the other party.7.5 This contract shall be binding upon and inure tothe benefit of the parties and their respective successorsand assigns.Article 8: Execution.8.1 This contract shall be executed in the form of a written agreement signed by authorized representatives of both parties. The Contractor and the Client shall each retain one (1) original copy of this contract.8.2 This contract shall become effective as of the Effective Date specified in the SOW.Annex A: Statement of Work (SOW)。

专家咨询协议(中英文)

专家咨询协议(中英文)一、背景和目的本协议旨在明确专家咨询服务的条件和双方责任，以确保双方之间的合作是明晰和公平的。

二、定义和范围1. 专家咨询服务：指由专家向协议甲方提供相关领域的咨询和建议服务。

2. 协议甲方：指需要专家咨询服务的一方。

3. 协议乙方：指提供专家咨询服务的一方。

三、合作细则1. 专家选择：协议甲方有权根据实际需要自行选择专家，并提出申请请求。

2. 专家接受：协议乙方有权根据自身能力和可行性评估决定是否接受协议甲方的专家咨询请求。

3. 服务期限：双方应协商确定专家咨询服务的时间范围，确保服务期限的明确性。

4. 服务内容：协议乙方应提供相关领域专业知识和经验，为协议甲方解决实际问题和提供咨询建议。

5. 保密义务：协议乙方应对从协议甲方获取的任何机密信息予以保密，并在服务终止后继续承担保密义务。

6. 收费方式：双方应协商确定专家咨询服务的收费方式和标准，并在协议中明确记录。

7. 终止协议：协议双方都有权在提前通知对方后终止本协议，但应尽量减少对双方利益的影响。

四、法律约束本协议受中国法律管辖，任何争议应提交至协议签订地的有关法院进行解决。

协议乙方在专家咨询过程中应遵循相关法律法规和职业道德规范。

五、其他条款1. 本协议的任何修改应以书面形式经双方同意后生效。

2. 本协议正本一式两份，协议双方各执一份，具有同等效力。

六、生效和解释本协议自双方签字后生效。

对于本协议的有效解释、变更和争议解决，应由双方共同协商决定。

---Consultation Agreement (English Version)1. Background and PurposeThis agreement is intended to clarify the conditions and responsibilities of the consultation services provided by the expert, ensuring a clear and fair cooperation between the parties involved.2. Definitions and Scope1. Consultation Services: Refers to the provision of consultation and advisory services in the relevant field by the expert to the party who signs the agreement (Party A).2. Party A: Refers to the party who requires the consultation services.3. Party B: Refers to the party who provides the consultation services as an expert.3. Collaboration Guidelines1. Selection of Expert: Party A has the right to independently choose the expert based on actual needs and submit an application request.2. Acceptance by Expert: Party B has the right to decide whether to accept Party A's consultation request based on their own capability and feasibility assessment.3. Service Duration: The parties shall negotiate and determine the time frame for the consultation services to ensure clarity regarding the service period.4. Service Content: Party B shall provide professional knowledge and expertise in the relevant field to address actual issues and provide consultation advice to Party A.5. Confidentiality Obligations: Party B shall maintain confidentiality of any confidential information obtained from Party A and continue to adhere to the confidentiality obligations after the termination of the services.6. Payment Method: The parties shall negotiate and specify the payment method and standards for the consultation services in the agreement.7. Termination of Agreement: Both parties have the right to terminate this agreement with prior notice to the other party, while minimizing the impact on the interests of both parties.4. Legal Binding5. Other Provisions1. Any amendments to this agreement shall be in writing and take effect upon mutual agreement between the parties.2. This agreement is made in duplicate, with each party holding one copy, both having equal legal effect.6. Effectiveness and Interpretation。

网络技术项目服务协定样本范文

网络技术项目服务协定样本范文本协定由以下各方就网络技术项目的服务事项达成一致，经双方签字生效。

本协定旨在明确各方的权责，确保项目顺利进行并达到预期目标。

一、定义与解释1. 项目：指双方在网络技术领域开展的具体合作事项。

2. 客户：指委托方，寻求网络技术服务的一方。

3. 供应商：指提供网络技术服务的一方。

4. 项目交付物：指由供应商根据协定交付给客户的成果物。

二、服务范围1. 供应商将根据客户的需求提供网络技术相关服务，包括但不限于系统开发、网站设计、软件定制等。

2. 供应商应确保所提供的服务符合国家相关法律法规，并采用先进、可行的技术手段。

3. 客户有权要求对于项目的部分或全部服务进行更改和调整，供应商应积极响应并尽力满足。

三、项目计划与交付1. 双方应共同商讨制定详细的项目计划，包括项目进度、里程碑、交付时间等，并以书面形式确认。

2. 若客户对项目计划有任何修改需求，应提前书面通知供应商，并协商确定是否进行相应调整。

3. 项目交付物应符合双方约定的规格和质量要求，并按计划交付给客户。

4. 如因不可抗力等特殊因素导致项目延期或无法交付，供应商应立即通知客户，并双方协商解决措施。

四、知识产权1. 在项目过程中产生的所有技术、数据、文档等知识产权归供应商所有。

2. 供应商授予客户使用项目交付物的权利，但仅限于客户内部使用。

3. 未经供应商书面许可，客户不得擅自复制、修改或向第三方公开披露项目交付物。

五、保密义务1. 双方在本协定履行过程中可能获悉对方的商业秘密和机密信息，包括但不限于技术方案、设计思路、客户数据等。

2. 双方应对对方的商业秘密和机密信息予以保密，并在协定终止后继续承担保密义务。

六、责任与违约1. 双方应按照协定的约定履行各自的责任和义务，如有违约行为应承担相应的法律责任和经济赔偿。

2. 如因一方的违约或疏忽导致对方遭受损失，责任方应积极采取补救措施，并赔偿相应的损失。

七、争议解决本协定的履行、解释和争议解决均适用中华人民共和国相关法律法规。

PoolingandServicingAgreement联营及服务协议.doc

Pooling and Servicing Agreement联营及服务协议-XIII.1. AMENDMENT. This Agreement may be amended by the Seller, the Servicer and the Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) but without the consent of any of the Certificateholders, (i) to cure any ambiguity, or (ii) to correct or supplement any provisions in this Agreement; PROVIDED HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Certificateholders, provided, further, that if an Insurer Default has occurred and is continuing, such action shall not amend, modify or limit the Security Insurer’s rights under (i) Section 5.5(a), (ii) any rights to indemnification to which the Security Insurer is entitled hereunder or (iii) any defined terms used in preceding clauses (i) or (ii).(a) This Agreement may also be amended from time to time by the Seller, the Servicer and the Trustee with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with the consent of a Certificate Majority (which consent of any Holder of a Certificate given pursuant to this Section 13.1(b) or pursuant to any other provision ofthis Agreement shall be conclusive and binding on such Holder and on all future Holders of such Certificate and of any Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificate) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Holders of Certificates; PROVIDED HOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Certificate or the Class A PassThrough Rate or the Class B PassThrough Rate or (b) reduce the aforesaid percentage required to consent to any such amendment or any waiver hereunder, without the consent of the Holders of all Certificates then outstanding, provided, further, that if an Insurer Default has occurred and is continuing, such action shall not amend, modify or limit the Security Insurer’s rights under (i) Section 5.5(a), (ii) any rights to indemnification to which the Security Insurer is entitled hereunder or (iii) any defined terms used in preceding clauses (i) or (ii).(b) Prior to the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Rating Agency.(c) Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder.(d) It shall not be necessary for the consent of Certificateholders pursuant to Section 13.1(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe, including the establishment of record dates.(e) Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement, in addition to the Opinion of Counsel referred to in Section 13.2(i). The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s own rights, duties or immunities under this Agreement or otherwise.XIII.2. PROTECTION OF TITLE TO TRUST. The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Trustee and the Security Insurer under this Agreement in the Trust Property and in the proceeds thereof. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Trustee and the Security Insurer filestamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.(a) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9402(7) of the UCC, unless it shall have given the Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.(b) Each of the Seller and the Servicer shall give the Trustee and the Security Insurer at least 60 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.(c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.(d) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trustee, the Servicer’s master computer records (including any backup BBBhives) that refer to any Receivable indicate clearly (with reference to the particular grantor trust) thatthe Receivable is owned by the Trust. Indication of the Trust’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or the Servicer.(e) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup BBBhives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or the Servicer.(f) The Servicer shall permit the Trustee, the Backup Servicer, the Security Insurer, the Seller and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables or any other portion of the Trust Property.(g) The Servicer shall furnish to the Trustee, the BackupServicer, the Seller and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates fur nished before such request indicating removal of Receivables from the Trust. The Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.(h) The Seller and the Servicer shall deliver to the Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 13.2(b) or (c), an Opinion of Counsel (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and the other Trust Property, and reciting the details of such filing or referring to prior Opinions of Counsel in which such details are given, (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest, or (c) stating in the opinion of such counsel, any action which is necessary to preserve and protect such interest during the following 12month period.(i) The Servicer shall deliver to the Trustee and the Security Insurer, within 90 days after _________,_________,_________(M,D,Y), an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.XIII.3. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them.(a) No Certificateholder shall have any right to vote (except as provided in this Section 13.3 or Sections 10.2, 10.5 or 13.1) or inany manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement, nor shall anything set forth in this Agreement, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreement or any Related Document.(b) So long as no Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Class A Certificateholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Class A Certificateholders if the Security Insurer agrees to take such action or give such consent or approval. If an Insurer Default shall have occurred and is continuing, no Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as provided in this Agreement and unless also the Holders of Certificates evidencing not less than 25% of the sum of the Class A Certificate Balance and the Class B Certificate Balance, or, if there are no Class A Certificates thenoutstanding, by Holders of Class B Certificates evidencing not less than 25% of the Class B Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 30 days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding and during such 30day period, no request or waiver inconsistent with such written request has been given to the Trustee pursuant to and in compliance with this Section 13.3 or Section 10.5; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Nothing in this Agreement shall be construed as giving the Certificateholders any right to make a claim under thePolicy.XIII.4. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of _________(Placename) without regard to the principles of conflicts of laws thereof and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws.XIII.5. SEVERABILITY OF PROVISIONS. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.XIII.6. ASSIGNMENT. Notwithstanding anything to the contrary contained in this Agreement, except as provided in Section 8.2 or Section 9.2 and as provided in the provisions of the Agreement concerning the resignation of the Servicer and the Backup Servicer, this Agreement may not be assigned by the Selleror the Servicer without the prior written consent of the Trustee and the Security Insurer (or, if an Insurer Default shall have occurred and be continuing the Trustee and a Certificate Majority).XIII.7. CERTIFICATES NONASSESSABLE AND FULLY PAID. Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates upon authentication thereof by the Trustee pursuant to Section 7.2 are and shall be deemed fully paid.XIII.8. THIRDPARTY BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as otherwise provided in this Article XIII, no other Person shall have any right or obligation hereunder. The Security Insurer and its successors and assigns shall be a thirdparty beneficiary to the provisions of this Agreement, and shall be entitled to rely upon and directly enforce such provisions of this Agreement so long as no Insurer Default shall have occurred and be continuing. Except as expressly stated otherwise herein or in the Related Documents, any right of the Security Insurer to direct, appoint, consent to, approve of, or take any action under this Agreement, shall be a right exercised bythe Security Insurer in its sole and absolute discretion. The Security Insurer may disclaim any of its rights and powers under this Agreement (but not its duties and obligations under the Policy) upon delivery of a written notice to the Trustee.XIII.9. FINANCIAL SECURITY AS CONTROLLING PARTY. Each Certificateholder by purchase of the Certificates held by it acknowledges that the Trustee on behalf of the Trust, as partial consideration of the issuance of the Policy, has agreed that the Security Insurer shall have certain rights hereunder for so long as no Insurer Default shall have occurred and be continuing. So long as an Insurer Default has occurred and is continuing, any provision giving the Security Insurer the right to direct, appoint or consent to, approve of, or take any action under this Agreement shall be inoperative during the period of such Insurer Default and such right shall instead vest in the Trustee acting at the direction of the Holders of Certificates. The Security Insurer may disclaim any of its rights and powers under this Agreement (but not its duties and obligations under the Policy) upon delivery of a written notice to the Trustee. The Security Insurer may give or withhold any consent hereunder in its sole and absolute discretion.XIII.10. COUNTERPARTS. This Agreement may be executed simultaneously in any number of counterparts, each of whichcounterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.XIII.11. NOTICES. All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified mailreturn receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Seller and for so long as AAA is the Servicer, the Servicer, at the following address: AAA, Inc., _________(Address), Attention: Chief Financial Officer, (b) in the case of the Trustee, and, for so long as the Trustee is the Backup Servicer, the Trustee, at the Corporate Trust Office, (c) in the case of each Rating Agency, _________(Address)(for Standard Poor’s), and (d) in the case of the Security Insurer, DDD, Inc., _________(Address), Attention: Surveillance Department, Re: AAA Automobile Receivables Trust _________(Year)B, or at such other address as shall be designated by any such party in a written notice to the other parties. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register, and any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.XIII.12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereof and their respective successors and assigns, and shall inure to the benefit of and be enforceable by the parties hereof and their respective successors and assigns permitted hereunder. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Trustee and the Certificateholders and their respective permitted successors and assigns, if any. Any request, notice, direction, consent, waiver or other instrument or action by any Certificateholder shall bind its successors and assigns.IN WITNESS WHEREOF, the Seller, BBB, the Servicer and the Trustee have caused this Pooling and Servicing Agreement to be duly executed by their respective officers, effective as of the day and year first above written.。

特许经营联营店协议 (英译范本) Sample Franchising Agreement (English Version)

Sample Franchising AgreementArticle 1 Introduction1.1 The SYSTEM.ABC COMPANY has through the investment of considerable time and money developed a unique and distinctive system of high quality ice cream shops (the. "SYSTEM") operated in association with the MARKS prominently featuring the sale of ABC PRODUCTS and menu items prepared with ABC PRODUCTS. The SYSTEM includes proprietary and distinctive products, product specifications, ingredients, menu items, recipes, techniques, training methods, production methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (the "SYSTEM STANDARDS"), all of which may be modified from time to time by ABC COMPANY, and which are directed toward promoting ABC PRODUCTS in a manner that will enhance the good will associated with the MARKS and the SYSTEM.1.2 FRANCHISEE'S Desire to be Part of the SYSTEM.FRANCHISEE desires to be part of the SYSTEM and to establish, own and operate a ABC SHOP at the SHOP PREMISES, subject to and in accordance with all of the terms and conditions of this AGREEMENT, and in adherence and conformity to the SYSTEM STANDARDS.1.3 ABC COMPANY'S Desire to Grant FRANCHISE.ABC COMPANY desires to grant FRANCHISEE a franchise to establish and operate a ABC SHOP at the SHOP PREMISES, subject to the terms and conditions of this AGREEMENT, and conditioned upon FRANCHISEE'S continual adherence and conformity to the SYSTEM STANDARDS.1.4 Agreement of the Parties.Consistent with these introductory Sections, and in consideration of the mutual promises and covenants contained in this AGREEMENT, ABC COMPANY and FRANCHISEE agree to be bound by the terms of this AGREEMENT.Article 2 Certain DefinitionsFor the purposes of this AGREEMENT, the following terms shall have the following meanings:2.1 ABC PRODUCTS."ABC PRODUCTS" means ABCbrand ice cream, sorbet, frozen yogurt, other frozen dessert products and other food items, manufactured under a license from the owner of the MARKS, for distribution and sale in association with the MARKS, as modified, added to, or deleted from time to time by ABC COMPANY.2.2 ABC SHOP."ABC SHOP" means a retail ice cream store operated as part of the SYSTEM, either directly by ABC COMPANY, or under a written franchise agreement granted by ABC COMPANY.2.3 MARKS."MARKS" means the ABC name and trademarks, service marks, logos, trade dress, and other commercial symbols.2.4 NOTICE."NOTICE" means a communication satisfying the requirements of Article 20.2.5 SHOP."SHOP" means the ABC SHOP established and operated by FRANCHISEE under the terms of this AGREEMENT. For the purposes of determining compliance with the SYSTEM STANDARDS, "SHOP" also includes any facility, whether or not a part of the SHOP PREMISES, where ABC COMPANY permits FRANCHISEE to store, handle or display food, or other items, which are sold or used at the SHOP.Article 3 Site Selection, SHOP construction, and EXCLUSIVE TERRITORYThe terms and conditions of Exhibits A. B, C, and D to this AGREEMENT (respectively "EXHIBIT A" EXHIBIT B" "EXHIBIT C" and "EXHIBIT D") form a part of this AGREEMENT, and are incorporated into this AGREEMENT to the same extent as if fully set forth under this Article 3.3.1 Site Selection Process; Designation of SHOP PREMISES.If this AGREEMENT was issued in connection with a NEW ABC SHOP, then the SHOP PREMISES will be designated under the terms of EXHIBIT A. If this AGREEMENT was issued in connection with a SUCCESSIVE TERM FRANCHISE, then the SHOP PREMISES are designated on EXHIBIT D.3.2 Shop Design and Construction.FRANCHISEE will adhere to ABC COMPANY'S procedures and requirements for the design and construction of the SHOP, as more particularly described by EXHIBIT B.(a) In the case of a NEW ABC SHOP, FRANCHISE will diligently construct the SHOP at the SHOP PREMISES, if and after ABC COMPANY designates the SHOP PREMISES in accordance with EXHIBIT A, time being of the essence.(b) In the case of a SUCCESSIVE TERM FRANCHISE, FRANCHISEE shall completely remodel the SHOP, within one year from the COMMENCEMENT DATE identified on EXHIBIT D, time being of the essence.(c) FRANCHISEE shall not commence (or recommence) operations at the SHOP unless and until ABC COMPANY determines that the SHOP reasonably conforms to the plans and specifications approved by ABC COMPANY in accordance with EXHIBIT B.3.3 EXCLUSIVE TERRITORY.The parties acknowledge and agree that the EXCLUSIVE TERRITORY, if any, will be determined by ABC COMPANY in accordance with EXHIBIT C.(a) In the case of a NEW ABC SHOP, ABC COMPANY will provide FRANCHISEE with written information sufficient to determine the EXCLUSIVE TERRITORY, if any, using a document similar to EXHIBIT D, or some other form of written communication ABC COMPANY considers appropriate, when ABC COMPANY designates the SHOP PREMISES in accordance with EXHIBIT A.(b) In the case of a SUCCESSIVE TERM FRANCHISE, information sufficient to determine the EXCLUSIVE TERRITORY, if any, is set forth on EXHIBIT D.Article 4 Grant4.1 The "FRANCHISE."Subject to the provisions of this AGREEMENT, ABC COMPANY hereby grants FRANCHISEE the personal, limited right and license (the "FRANCHISE") to, during the TERM, operate the SHOP, at the SHOP PREMISES, in association with the MARKS, and in compliance with the SYSTEM STANDARDS.4.2 No Right to Relocate, or Conduct Sales Away from the SHOP.This AGREEMENT does not grant FRANCHISEE any right to relocate the SHOP. This AGREEMENT does not grant FRANCHISEE any right to sell any goods or services associated with the MARKS or the SYSTEM, except on a retail basis from the SHOP. Without limiting the foregoing, this AGREEMENT does not grant FRANCHISEE any right to engage in wholesale sales, mail order sales, catalog sales, special events sales, catering, internet-based sales (e-Commerce), or any other sale to a customer who is not physically present in the SHOP at the time of purchase. If ABC COMPANY from time to time permits FRANCHISEE to engage in any sales away from the SHOP, then those sales shall not result in any enlargement of the EXCLUSIVE TERRITORY, and FRANCHISEE shall fully adhere to ABC COMPANY'S requirements and policies pertaining to those sales away form the SHOP, which shall be deemed to be a part of the SYSTEM STANDARDS to which FRANCHISEE shall adhere.Article 5 Commencement, TERM and Renewal5.1 The "TERM."The term of the FRANCHISE (the "TERM") will commence on the "COMMENCEMENT DATE" determined under this Article 5, and will end on the EXPIRATION DATE determined under this Article 5; unless this AGREEMENT is sooner cancelled or terminated in accordance with its provisions.5.2 NEW ABC SHOP.Each of the provisions of this Section 5.2 applies if, and only if, this AGREEMENT was entered into in contemplation of a NEW ABCSHOP.5.2.1 COMMENCEMENT DATE.The COMMENCEMENT DATE will be the day the SHOP first opens for business.5.2.2 Commencement of Operations.FRANCHISEE shall exert its best efforts to open the SHOP on or before the day that is exactly 3 years from the date of this AGREEMENT (appearing on the top of the COVER SHEET) (the "OUTSIDE OPENING DATE").5.2.3 EXPIRATION DATE.The EXPIRATION DATE is the day immediately before the tenth anniversary of:(a) the COMMENCEMENT DATE; or(b) the OUTSIDE OPENING DATE; whichever is earlier.5.2.4 Failure to Open by OUTSIDE OPENING DATE.Irrespective of the cause of any delay, if FRANCHISEE fails to open the SHOP for business by the OUTSIDE OPENING DATE, then, ABC COMPANY shall have the absolute right to elect to:(a) permit FRANCHISEE additional time to open SHOP under this AGREEMENT, provided however that the EXPIRATION DATE shall remain the same; or(b) require FRANCHISEE to enter into ABC COMPANY'S most current form of franchise agreement in replacement of this AGREEMENT, and permit FRANCHISEE additional time to open Shop, in which case ABC COMPANY may at its election require that the EXPIRATION DATE remain the same, or may extend the EXPIRATION DATE; or(c) cancel this AGREEMENT and return the FRANCHISE FEE paid by FRANCHISEE under Article 7, less $5,000, which ABC COMPANY shall have an absolute right to retain, in which case ABC COMPANY shall have no further obligations to FRANCHISEE under this AGREEMENT.5.2.5 Renewal Opportunity.FRANCHISEE shall have the opportunity to continue the operation of the SHOP during a second 10-year term (the "RENEWAL TERM"), subject to and conditioned upon each and every one of the following provisions:5.2.5.1 Written Request for Grant of RENEWAL TERM.If FRANCHISEE desires to continue to operate the SHOP for the RENEWAL TERM, then FRANCHISEE must in writing, at least 180 days before the EXPIRATION DATE, but no more than 270 days before the EXPIRATION DATE, request that ABC COMPANY issue its then current standard form franchise agreement for renewal terms (a "RENEWAL AGREEMENT"), contemplating a single ten-year franchise term for the SHOP, at the SHOP PREMISES. FRANCHISEE acknowledges and agrees that terms of a RENEWAL AGREEMENT, including the amount of the ROYALTY payable during the RENEWAL TERM, may be substantially different from the terms of this AGREEMENT, and may be substantially different from the terms of the standard form franchise agreement that ABC COMPANY is then issuing in connection with a new ABCSHOP.5.2.5.2 Operation in Compliance with ABC COMPANY Requirements. ABC COMPANY shall have no obligation to issue a RENEWAL AGREEMENT to FRANCHISEE, unless FRANCHISEE meets each and every one of the following conditions, each of which FRANCHISEE agrees is reasonable.(a) FRANCHISEE shall have continuously been, during the last 2 years of the TERM, current in its financial obligations to ABC COMPANY, ABC COMPANY'S affiliates, and ABC COMPANY'S designated suppliers, under this AGREEMENT, and under any other agreement existing between ABC COMPANY and FRANCHISEE.(b) FRANCHISEE shall have continuously, during the last 2 years of the TERM, operated the SHOP, as well as any other ABCSHOP in which FRANCHISEE has an interest, in accordance with ABC COMPANY'S operational requirements; and, in particular, during such time period shall have received only passing scores during any operational audit or inspection, irrespective of whether a non-passing score resulted in a NOTICE of default, and irrespective of whether deficiencies identified were timely corrected.(c) FRANCHISEE shall have, during the last 2 years of the TERM, consistently operated the SHOP in accordance with each of the terms of this AGREEMENT and the SHOP OPERATIONS MANUAL, and, during such period, shall not have been declared to be in default of any of the terms of this AGREEMENT, or any other franchise agreement existing between ABC COMPANY and FRANCHISEE.(d) FRANCHISEE shall have, during the last 2 years of the TERM, consistently participated in all marketing promotions conducted by ABC COMPANY.(e) FRANCHISEE shall meet ABC COMPANY'S then current financial requirements for the grant of a RENEWAL TERM, which may require that FRANCHISEE demonstrate the financial ability to continue to operate the SHOP, and to timely remodel the SHOP to the extent required by ABC COMPANY under Section 5.2.5.2(g), or the RENEWAL AGREEMENT.(f) If required by ABC COMPANY, then FRANCHISEE shall have, during the last year of the TERM, caused its DESIGNATED SHOP MANAGER to attend ABC COMPANY'S training program, irrespective of any prior training and experience.(g) If required by ABC COMPANY, then FRANCHISEE shall have, during the last year of the TERM, completely remodeled the SHOP in accordance with ABC COMPANY'S procedures to bring the SHOP into conformity with ABC COMPANY'S then current design and operational requirements.5.2.5.3 RENEWAL AGREEMENT Execution .If ABC COMPANY issues a RENEWAL AGREEMENT to FRANCHISEE, then FRANCHISEE must timely execute that RENEWAL AGREEMENT in accordance with ABC COMPANY'S then current requirements. FRANCHISEE will not be required to pay an initial franchise fee to enter into the RENEWAL AGREEMENT.5.3 SUCCESSIVE TERM FRANCHISE.Each of the provisions of this Section 5.3 applies if, and only if, this AGREEMENT is for a SUCCESSIVE TERM FRANCHISE.5.3.1 COMMENCEMENT DATE.The COMMENCEMENT DATE is set forth on the EXHIBIT D.5.3.2 EXPIRATION DATE.The EXPIRATION DATE is the day immediately before the tenth anniversary of the COMMENCEMENT DATE.5.3.3 No Opportunity to Renew.FRANCHISEE acknowledges and agrees that this AGREEMENT confers no right to continuation, renewal, or a subsequent franchise agreement on or after the EXPIRATION DATE.5.4 Limitation on Conditional Renewal Opportunity.FRANCHISEE understands and agrees that, except as set forth in Section 5.2.5, which Section applies solely in the case of a NEW ABCSHOP, this AGREEMENT confers no right to continuation, renewal, or a subsequent franchise agreement on or after the EXPIRATION DATE, and ABC COMPANY shall not have any obligation to continue its relationship with FRANCHISEE in connection with the SHOP after the EXPIRATION DATE. If FRANCHISEE enters the LEASE for a tenancy extending beyond the TERM, or enters into an extension of the LEASE, a new lease for the SHOP PREMISES, or any other commitment related to the SHOP, for a period after the TERM, then FRANCHISEE shall be doing so at its own risk.Article 6 ABC COMPANY'S ObligationsExcept as explicitly set forth in this Article 6, or explicitly contemplated by a particular provision of this AGREEMENT, ABC COMPANY has no obligations to FRANCHISEE under this AGREEMENT.6.1 Plans and Specifications.In connection with the initial construction of the SHOP, or a remodel of the SHOP if required by Sections 3.2(b) or 11.15, ABC COMPANY shall, at no charge, provide FRANCHISEE or FRANCHISEE'S architect with standard criteria for the design and configuration of a typical ABCSHOP, including exterior and interior design and layout, fixtures, furnishings, equipment and signage, which FRANCHISEE shall, at FRANCHISEE'S expense, adapt to conform to the characteristics of the SHOP PREMISES in accordance with the terms of EXHIBIT B.6.2 Training.Before the .initial opening of the SHOP, ABC COMPANY shall, at no charge to FRANCHISEE, provide initial training for the DESIGNATED SHOP MANAGER and up to one additional person in accordance with Section 11.3.1.6.3 SHOP OPERATIONS MANUAL.During the TERM, ABC COMPANY shall at no charge loan one copy of the SHOP OPERATIONS MANUAL to FRANCHISEE in accordance with Article 10.6.4 Final Inspection.At a mutually convenient time agreed upon sufficiently in advance of the initial opening of the SHOP, ABC COMPANY shall, at no charge to FRANCHISEE, inspect the SHOP to determine that it reasonably conforms to the plans and specifications approved by ABC COMPANY under the procedures described by EXHIBIT B.6.5 Opening Assistance.Before and in connection with the initial opening of the SHOP, ABC COMPANY shall, at no charge, provide FRANCHISEE with such pre-opening and opening assistance and guidance as ABC COMPANY deems appropriate. If FRANCHISEE is a NEW FRANCHISEE, then the assistance provided by ABC COMPANY under this Section 6.5 will include the physical presence of one or more ABC COMPANY representatives for a total of at least five person-days (based on an 8-hour work day) before, during, and/or just after the SHOP first opens for business.6.6 Ongoing Source of ABCPRODUCTS and Other Products.During the TERM. ABC COMPANY will designate a source from which FRANCHISEE shall purchase ABCPRODUCTS, and will designate or approve sources for other items purchased by FRANCHISEE in connection with the operation of the SHOP, as more particularly described under Section 11.7.6.7 Ongoing Advice and Assistance.During the TERM, ABC COMPANY shall, at no charge, from time to time provide FRANCHISEE with such advisory assistance, information, techniques, data, and instructional materials concerning the sale of items from the SHOP, operation of the SHOP, marketing programs applicable to the SYSTEM, local marketing of the SHOP, and adherence to the SYSTEM STANDARDS as ABC COMPANY deems advisable.Article 7 Initial Fees7.1 The "FRANCHISE FEE."FRANCHISEE shall pay an initial franchise fee (the "FRANCHISE FEE") to ABC COMPANY, for the right to enter into this AGREEMENT and in consideration of the FRANCHISE, in an amount determined as follows:(a) If this AGREEMENT grants the Franchise to a New FRANCHISEE for a New ABCShop, then the full amount of the FRANCHISE FEE is $30,000. The FRANCHISEv--»—^ 6 April 2006FEE is due in two installments. The first installment, in the amount of $10,000, must be paid upon FRANCHISEE'S signing of this AGREEMENT. The second installment, in the amount of $20,000, must be paid within 15 days following ABC COMPANY'S designation of the SHOP PREMISES under the terms of EXHIBIT A.(b) If this AGREEMENT grants the Franchise to an Existing FRANCHISEE for a New ABCShop, then the full amount of the FRANCHISE FEE is $15,000. The FRANCHISE FEE is due in two installments. The first installment, in the amount of $10,000, must be paid upon FRANCHISEE'S signing of this AGREEMENT. The second installment, in the amount of $5,000, must be paid within 15 days following ABC COMPANY'S designation of the SHOP PREMISES under the terms of EXHIBIT A.(c) If this AGREEMENT grants a Successive Term Franchise, then the full amount of the FRANCHISE FEE shall be $10,000, which is due and payable upon FRANCHISEE'S signing of this AGREEMENT.7.2 Failure to Timely Pay Second Installment of FRANCHISE FEE.If FRANCHISEE fails to timely pay the second installment of the FRANCHISE FEE, if required under Section 7.1(a) or 7.1(b), then ABC COMPANY shall have the absolute right to declare this AGREEMENT void, retain the first installment of the FRANCHISE FEE paid by FRANCHISEE, and shall otherwise have no remaining obligations to FRANCHISEE under this AGREEMENT.7.3 FRANCHISE FEE is Nonrefundable.The FRANCHISE FEE is nonrefundable except to the extent specifically described in Sections 5.2.4(c), and 7.4, and Sections 4.4(a) and Article 5 of EXHIBIT A.7.4 Partial Refund Upon Failure To Satisfy Initial Training Requirement.If the initial DESIGNATED SHOP MANAGER fails to complete training to the satisfaction of ABC COMPANY, in accordance with Section 11.3.1, then ABC COMPANY will give FRANCHISEE an opportunity to designate a different initial DESIGNATED SHOP MANAGER under Section 11.2, who must complete training to the satisfaction of ABC COMPANY before the SHOP first opens for business. If the second initial DESIGNATED SHOP MANAGER also fails to complete training to the satisfaction of ABC COMPANY, or FRANCHISEE declines the opportunity to have a second initial DESIGNATED SHOP MANAGER attend ABC COMPANY'S training program, then ABC COMPANY may cancel this AGREEMENT. If ABC COMPANY cancels this AGREEMENT under this Section 7.4, then ABC COMPANY shall refund the FRANCHISE FEE (to the extent already paid by FRANCHISEE), less $5,000, which amount ABC COMPANY shall have an absolute right to retain, and ABC COMPANY shall have no further obligations to FRANCHISEE under this AGREEMENT.Article 8 GRAND OPENING Program8.1 Optional GRAND OPENING.FRANCHISEE may, but shall have no obligation to, conduct a grand opening event (the "GRAND OPENING").8.2 Participation by ABC COMPANY.If this AGREEMENT contemplates a NEW ABCSHOP, and the GRAND OPENING satisfies each of the criteria set forth in Section 8.2.1, then ABC COMPANY will financially participate in the GRAND OPENING, by providing FRANCHISEE with goods, services, and/or money, as determined solely by ABC COMPANY, having a combined monetary value equal to V4 of the GRAND OPENING expenditures approved by ABC COMPANY and actually made by FRANCHISEE, up to a maximum financial participation by ABC COMPANY in the amount of $2,000.8.2.1 Grand Opening Criteria.In order for FRANCHISEE to become entitled to ABC COMPANY'S financial participation in connection with the GRAND OPENING, FRANCHISEE must:(a) at least 30 day prior to the GRAND OPENING, submit a proposed GRAND OPENING plan to ABC COMPANY, detailing the marketing elements being proposed by FRANCHISEE, and the anticipated expenditures for each;(b) within 90 days from the COMMENCEMENT DATE, conduct the GRAND OPENING over the course of no more than 3 consecutive days, during the SHOP'S normal business hours, consistent with the GRAND OPENING plan approved by ABC COMPANY; and(c) spend at least $3,000 toward GRAND OPENING marketing expenditures approved by ABC COMPANY.8.2.2 Excluded Items.Unless ABC COMPANY specifically commits otherwise, in writing, FRANCHISEE'S labor costs, food costs, other overhead costs, expenditures required by the LANDLORD, and discounts offered during the GRAND OPENING will notbe considered in determining whether FRANCHISEE met the $3,000 threshold required by Section 8.2.1(b); or in determining ABC COMPANY'S financial participation commitment under Section 8.2; even if specifically identified by FRANCHISEE in the GRAND OPENING plan approved by ABC COMPANY.Article 9 Continuing Fees9.1 "GROSS SALES" Defined."GROSS SALES" means:(a) all revenue derived from the sale, at regular selling prices before any discounts or allowances, of any food, merchandise, and services, from the SHOP;(b) all income of every kind and nature related to the SHOP, FRANCHISE, and/or MARKS, even if derived from sales or activities not permitted by this AGREEMENT;(c) the fair value of any non-monetary consideration received by FRANCHISEE for any food, merchandise, and services, from the SHOP, which are bartered, traded or otherwise exchanged by FRANCHISEE for valuable goods or services; and(d) all proceeds of any business interruption insurance policies related to the SHOP or FRANCHISE.Specifically excluded from "GROSS SALES" are:(x) the incidental sale of gift cards (or any similar redemption device), if authorized by ABC COMPANY; provided however that goods and services purchased with gift cards (or any similar redemption device) shall be included in GROSS SALES, to the same extent as if paid for with cash;(y) sales taxes, excise taxes, or other taxes added to the selling price of any item or service, if actually collected from customers and transmitted to a governmental taxing authority; provided however any tax rebate, allowance, of discount shall be part of GROSS SALES to the extent received, taken, or realized by FRANCHISEE;(z) any extraordinary sale of equipment or fixtures used in the SHOP.9.2 Charge Sales.Each charge sale or credit sale shall be included in "GROSS SALES" at the time the sale is made, without regard to whether payment is actually collected.9.3 Sales Away from the SHOP.This AGREEMENT does not permit FRANCHISEE to sell any food, merchandise or services away from the SHOP. If FRANCHISEE is authorized by ABC COMPANY, or without such authorization, sells food, merchandise or servicesassociated with the MARKS away from the SHOP, then the revenues from those sales will be part of FRANCHISEE'S GROSS SALES, and FRANCHISEE shall comply with the procedures established by ABC COMPANY to ensure that any such GROSS SALES are properly captured by the POS SYSTEM, or otherwise reported to ABC COMPANY under Section 9.4.9.4 Reporting GROSS SALES.FRANCHISEE shall accurately report its GROSS SALES and such other information as ABC COMPANY requires, on a weekly basis, or some other periodic basis specified from time to time by ABC COMPANY, using a form prescribed by ABC COMPANY, supported by whatever documentation ABC COMPANY reasonable requires. Unless ABC COMPANY specifies otherwise, FRANCHISEE will report its GROSS SALES every Monday, reflecting sales for the preceding week. In lieu of requiring FRANCHISEE to report GROSS SALES, ABC COMPANY may determine FRANCHISEE'S GROSS SALES based on data ABC COMPANY obtains from the POS SYSTEM under Section 11.20.2.9.5 Estimating GROSS SALES.If FRANCHISEE at any time fails to timely report its GROSS SALES, then in addition to any other remedies that ABC COMPANY may have under this AGREEMENT, ABC COMPANY will have the right to in good faith estimate FRANCHISEE'S GROSS SALES, multiply the good faith estimate of GROSS SALES by 125% to arrive at an adjusted estimate of GROSS SALES, and invoice and collect amounts due from FRANCHISEE on the basis of the adjusted estimate of GROSS SALES. If FRANCHISEE, within 30 days following ABC COMPANY'S invoicing or otherwise notifying FRANCHISEE that ABC COMPANY has estimated FRANCHISEE'S GROSS SALES under this Section 9.5, reports its GROSS SALES for the period that had not been timely reported, then the parties will reconcile any difference between the amount reported and the adjusted estimate of GROSS SALES; otherwise the adjusted estimate of GROSS SALES will become final and binding. FRANCHISEE agrees that this provision is reasonable, and that the adjusted estimate of GROSS SALES shall be deemed liquidated damages, and not a penalty, based on the difficulty of accurately estimating GROSS SALES based on prior reporting periods.9.6 "ROYALTY."FRANCHISEE shall pay ABC COMPANY a continuing fee {the "ROYALTY"), equal to four percent (4%) of GROSS SALES, for the continuing right to operate the SHOP in association with the MARKS and the SYSTEM.9.6.1 Reporting ROYALTY.FRANCHISEE shall accurately report the total ROYALTY that ABC COMPANY became entitled to receive at the same time that FRANCHISEE must report its GROSS SALES under Section 9.4, and for the same reporting period.9.6.2 When Due.Unless ABC COMPANY establishes a different due date under Section 9.6.3, ROYALTY payments are due at the same time FRANCHISEE report its GROSS SALES under Section 9.4.9.6.3 ROYALTY PaymentsABC COMPANY may from time to time modify the requirements and system for payment and collection of the ROYALTY. By way of example, but not limitation:(a) ABC COMPANY may periodically invoice FRANCHISEE for the ROYALTY due, taking into account any prepayment made under Section 9.6.4, in which case the ROYALTY will not be delinquent as long as it is paid in accordance with the terms of the respective invoice; provided however that in the event FRANCHISEE fails to timely pay the ROYALTY invoiced, or fails to timely report GROSS SALES, thus impeding the ROYALTY invoicing process, then FRANCHISEE shall be deemed to have failed to timely pay the ROYALTY as of when FRANCHISEE was required to report its related GROSS SALES.(b) ABC COMPANY may direct FRANCHISEE to pay the ROYALTY at the same time that FRANCHISEE must report the ROYALTY payable to ABC COMPANY under Section 9.6.1.(c) ABC COMPANY may automatically deduct the ROYALTY from a financial account maintained by FRANCHISEE, using an electronic funds transfer ("EFT") process in accordance with Section 9.9.9.6.4 Prepayment of ROYALTY.ABC COMPANY may require FRANCHISEE to prepay the ROYALTY when FRANCHISEE purchases ABCPRODUCTS, using a formula identical to that used to calculate the royalty paid by other SYSTEM franchisees, or some other formula determined by ABC COMPANY to reasonably approximate the ROYALTY that FRANCHISEE must pay.9.6.5 Treatment of Overpayments.ABC COMPANY will periodically, and no less often than quarterly, reconcile amounts it became entitled to receive from FRANCHISEE for the ROYALTY, with the ROYALTY prepayments made by FRANCHISEE under Section 9.6.4. If a reconciliation under this Section 9.6.5 establishes that FRANCHISEE overpaid the ROYALTY due for the period reconciled, then ABC COMPANY will at its option issue a payment or credit to FRANCHISEE in the amount of the overpayment. In the case of a credit, the credit may be used toward amounts due or that become due to ABC COMPANY or its affiliates, as determined by ABC COMPANY. ABC COMPANY shall have the absolute right to delay the reconciliation process to the extent of reporting delays by FRANCHISEE. ABC COMPANY may also delay issuing any payment or credit if ABC COMPANY has issued an Audit NOTICE to FRANCHISEE under Section 9.6.5, and thereafter diligently proceeds to audit FRANCHISEE'S books and records. At its option, ABC COMPANY may include amounts payable by FRANCHISEE for LOCAL MARKETING CONTRIBUTIONS under Section 9.8.2 in the reconciliation process.9.7 "GENERAL MARKETING CONTRIBUTION."FRANCHISEE shall pay a continuing fee (the "GENERAL MARKETING CONTRIBUTION") to be used by ABC COMPANY as more particularly described below.。

联营协议（poolingagreement）

联营协议（pooling agreement）pooling agreementContract number: _________Party A: _________Legal address: _________Legal representative: _________Position: _________Agent: _________ID number: _________Address: _________Post encoding: _________Contact: _________Tel: _________Fax: _________Account number: _________E-mail: _________B: _________Legal address: _________Legal representative: _________Position: _________Agent: _________ID number: _________Address: _________Post encoding: _________Contact: _________Tel: _________Fax: _________Account number: _________E-mail: _________In order to promote the development of production, Party A and Party B based on the principle of equality and mutual benefit in full consultation, decided to jointly _________ business enterprise (company), and enter into this contract, both parties agree to.The first joint venture projectProject Name: _________ associatesAn enterprise name: _________Address: _________ Road No. _________ _________ building_________ _________ City District (room)Membership: _________Economic properties: _________ (ownership) joint ventureAccounting methods: joint operation, unified accounting, total profits and losses.Second joint purposesThe two sides mutual benefit and common development, _________. Third types of joint ventureThe company for the following types of _________:(1) cooperative joint venture(2) partnership(3) corporative joint ventureFourth, the scope of business and managementBusiness scope: _________Mode of operation: _________Fifth ways and amount of investmentThe company a total investment of RMB _________ yuan.Party A: investment _________ yuan, representing a total investment of _________%. The cash: _________ yuan; Workshop: _________ yuan, the depreciation rate for each year _________%; mechanical equipment: _________ yuan, the annual depreciation rate of _________%; special tools: _________ yuan, the annual depreciation rate of _________%; land expropriation compensation: _________ yuan; patent: _________ yuan; trademark: _________ yuan; technology _________ yuan.B: the amount of investment _________ yuan, representing a total investment of _________%. The cash: _________ yuan; Workshop: _________ yuan, the depreciation rate for each year _________%; mechanical equipment: _________ yuan, the annual depreciation rate of _________%; special tools: _________ yuan, the annual depreciation rate of _________%; land expropriation compensation: _________ yuan; patent: _________ yuan; trademark: _________ yuan; technology _________ yuan.The investment payment date: _________ year month day _________ _________.Sixth tax, profit distribution1, affiliated companies comply with the provisions of the national tax law and local tax policies, and in accordance with the regulations enjoy preferential treatment, such as tax relief, apply to the relevant tax authorities.2, the company, in the payment of product tax, business tax and reserve fund, development fund, staff bonus and welfare fund in accordance with the law, the dividend Allotment: Party A: Party B: _________% _________%. A different associate member in a different location,After allocating the profits according to the agreed proportion, the income tax is paid to the tax authorities in their own locality.3. The joint venture shall distribute the profits according to the proportion of the contributions made by the parties. After the operation of the joint venture company, the parties shall voluntarily increase their investment, and the proportion of the investment shall be recalculated after the approval of the board of directors.4 the amount and amount of funds collected by an associate company shall be determined by the board of directors prior to the distribution of profits. An annual profit distribution shall be made by an associate company within two months of each fiscal year, and the profit shall be distributed to the parties after the board of directors has decided to distribute the program.Seventh risk takingAssociates with their registered capital of civil liability for the debts of the company related parties antithetical couplet camp, not liable for losses, losses, only parties to the investment amount of limited liability according to the proportion of investment.Eighth sides of the responsibilityParty A is responsible for:1 、 input machine equipment on time.2. Appoint associates.Party B is responsible for:1, responsible for land use, electricity and other approval procedures.2, is responsible for handling the joint venture company staff during the preparation of accommodation, working conditions.3, responsible for the approval, registration, business license, tax relief for the parties, and associated personnel living, temporary residence permit.4, responsible for the company's business negotiations_________.5, responsible for the government approval, approval, location, fixed, pre dug Road, the laying of cables.Ninth boards of directors1 members of the board of directors and related parties by the parties were appointed _________ members, including _________ Party A, Party B _________, chairman and vice chairman of the board of directors elected by negotiation, the term of office of the directors _________ years and may be renewed.2, members of the board of directors _________ year term. If the board members are temporarily changed, the original unit of the director may send another suitable person to replace it, but it shall be approved by the board of directors.3 the chairman, vice chairmen and directors may concurrently serve as the manager, deputy manager or other office of the company.4 the management organization of the company is decided by the board of directors.The tenth board of directors decides the matterThe board of directors is the highest authority of the joint venture company, and the board of directors determines the following major matters of the company:1, decide production project, management policy and long-termdevelopment scale;2, review the business plan and financial budget, and supervise and check the implementation;3, determine the appointment and removal of cadres at the company level, reward and punishment, the treatment of workers and temporary staff absorption and dismissal;4, the trial of technical transformation measures, decided to deal with major accidents program;5. Listen to the manager's work report;6 determine the change or suspension of the joint venture contract;7 determine the manager's decision to submit to the board of directors for discussion and decision;8, determine the remuneration of directors, and have the right to absorb and replace directors.Eleventh organizationsAn associate company takes the responsibility system under the leadership of the board of directors. The manager is responsible for the board of directors, and on behalf of the joint venture company, the company manages the management of the company internally.Associates a manager 1 people, deputy manager of _________ people. The manager and the assistant manager shall be appointed by the board of directors in accordance with the recommendation of the joint venture parties.Joint venture company under the _________ functional departments and _________, the responsible person appointed by the manager.Associate member of _________ set, which _________ cadres, workers _________ people.Twelfth labor managementThe joint venture company executes the labor and salary system of the enterprise where the company is located.Thirteenth financial and accounting_________ accounting system, 1 associates of the financial accounting system, and the implementation of relevant local specific provisions.2, joint venture company accounting method by the following _________ ways:(1) accrual basis.(2) debit and credit accounting.3, the joint venture company on a monthly, quarterly, annual,regularly to the joint venture parties and the board of directors to submit financial statements.4, an associate company shall be subject to the auditing supervision of the local government auditing organ. At the same time accept the management of all internal audits.Fourteenth term of cooperationCooperation for a period of _________ years, from _________ years _________ month to _________ _________ years _________ month _________ day. At the end of the period, if it is necessary to continue the cooperation, the written request shall be made before the expiration of six months, and the duration of the joint venture may be extended upon consultation by the board of directors.In the period of the joint venture, either party shall not withdraw from the joint venture, and if it does not continue to cooperate due to a special cause or force majeure, the partnership may be terminated through consultation by the board of directors.Fifteenth liquidationWhen the cooperation is terminated, the property liquidation team shall be constituted according to law, and the relations between the property and the creditor's rights and debts shall be cleared up, except for bankruptcy and termination due to insolvency, the liquidation committee shall be organized by the board of directors. Clearing the property and deducting thevalue of the debts of each party shall be distributed according to the proportion of the parties' investment.Sixteenth liabilities for breach of contract(1) associate members of any one party fails to according to the provisions of this agreement to submit full investment, each overdue (time) the defaulting party shall pay the amount of capital output should be the _________% as liquidated damages to the other party. If (time) has not yet been submitted, in addition to the cumulative amount of the payment due_________% breach of contract, the other party has the right to terminate the agreement, and to claim damages to the breaching party. In the event that both parties agree to continue the performance of the agreement, the defaulting party shall compensate the company for the economic losses caused by the breach.(2) Associate Members shall not withdraw from the joint venture, such as quit, except for all the damages caused by foreign investment, the other to pay the liquidated damages as_________%.(3) an associate member may not join any other joint venture during the duration of this joint venture; if it is contrary to these Provisions, it shall be deemed to be out of the way and shall be dealt with in accordance with the preceding paragraph.Withdrawal of seventeenth joint venturesThe parties may not withdraw from the joint venture within the term of the joint venture and shall be subject to approval by the board of directors if they are required to withdraw in case of special circumstances.Eighteenth declarations and guaranteesFirst party：1. Party A is a lawfully established enterprise and has the right to sign and be able to carry out this contract.2, Party A to sign and execute all the formalities required for the contract (_________) have been completed and valid.3, at the time of signing this contract, any court, arbitration, administrative agencies or regulators have not made any significant adverse impact on the performance of this contract party a judgment or ruling, ruling or specific administrative act.4 Party A shall sign the contract for the internal authorization of the contract and the signatory of the contract shall be the legal representative or authorized representative of Party A. Upon the entry into force of this contract, the contract is legally binding on both parties.Party b:1, Party B is a lawfully established and legally viable enterprise, and has the right to sign and be able to carry outthis contract.2, Party B shall sign and execute all the formalities required for the contract (_________) have been completed and valid.3, at the time of signing this contract, any court, arbitration, administrative agencies or regulators have not made any significant adverse impact on the performance of this contract Party B judgment or ruling, ruling or specific administrative act.4 Party B has signed the contract for the internal authorization procedures have been completed, the signing of this contract is Party B's legal representative or authorized representative. Upon the entry into force of this contract, the contract is legally binding on both parties.Nineteenth SecretsBoth parties to ensure the execution of this agreement, signed that belong to each other and can not be obtained from public channels in the discussion, the documents and information (including trade secrets, plans, operations, financial information, technical information, business information and other business secrets confidential). Without the consent of the original supplier of the information and documents, the other party shall not disclose all or part of the business secret to any third party. Except as otherwise provided by laws or regulations or otherwise agreed by both parties. Confidential for a period of _________ years.Twentieth note1, according to the contract to a direction of all notifications issued by the other party and the document exchanges and in connection with the contract and notification requirements, must be in written form, can be used _________ (letters, fax, telegraph, and submit it to the transfer way etc.). If the above methods cannot be delivered, the form of service by public notice may be adopted.2, the parties address is as follows: _________.3, a change notification or mailing address should be _________ days since the date of change, notify the other party in written form; otherwise, not by the notifying party bear the relevant responsibility caused by this.Twenty-first changes in the contractDuring the performance of this contract, special circumstances, either Party A or Party B needs to change the contract, request to change the party shall promptly notify the other party in writing, the consent of the other, both within the prescribed time limit (within _________ days written notice) signed a written agreement to change, the agreement will become indivisible part of the contract. Neither party shall have the right to alter the contract without the written documents signed by both parties, otherwise the economic losses caused by the other party shall be borne by the responsible party.The transfer of the twenty-second contractIn the period of the joint venture, the parties to the joint venture may not assign any investment to the third party without permission. If the transfer is necessary, the parties shall be subject to the approval of the board of directors, and the other party shall have the right of first refusal under the same conditions.Except as otherwise provided in the contract, or by mutual consultation and accident, any of the rights and obligations of both parties as provided for in this contract shall not be transferred to the third party without the prior written consent of the other party. Any assignment without the written consent of the other party is null and void.Twenty-third disputes dealt with1 the contract shall be governed by and construed in accordance with the laws of the People's Republic of China.2, in the performance of this contract in the process and the dispute resolved through consultation by both parties, but also by the relevant departments of mediation; consultation or mediation fails, the way to solve the _________:(1) _________ submitted to the Arbitration Commission for arbitration;(2) to bring a suit in a people's court in accordance with the law.Twenty-fourth force majeure1 if any party to this contract fails to perform all or part of its obligations under this contract due to force majeure events, the performance of such obligation shall be suspended during the event of force majeure that impedes its performance.2, that affected by the force majeure event of the party should as far as possible in the shortest period of time through the writing of the force majeure event notice to the other party, and in the event of force majeure occurred after _________ days, the other party to provide such a force majeure event and the duration of the appropriate evidence and the contract can not perform or delay the execution of the written information. Claiming that an event of force majeure causes it to become an objective or impractical party to the performance of this contract, it is the duty to make every reasonable effort to eliminate or mitigate the effects of such force majeure events.3 when the event of force majeure occurs, the two parties shall decide immediately through friendly negotiation how to execute the contract. After the event of force majeure or its effects, termination or elimination, the parties shall immediately resume their obligations under this contract. If the force majeure and its effects cannot be terminated or eliminated, any party to the contract shall lose the ability to continue the performance of the contract,The two parties may negotiate to terminate the contract or delay the performance of the contract temporarily, and suffer the force majeure, and the party shall not be liable for it. If theforce majeure occurs after the delay of performance of the party, the liability shall not be exempted.4, this contract is called "force majeure" refers to the affected party could not reasonably control, unexpected or even expected to unavoidable and insurmountable, and on the day after the signing of this contract, the Party of all or part of this contract to become any event is not possible or practical in fact. These events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war (whether or not they have declared war), unrest, strikes, government actions or laws.Explanation of the twenty-fifth contractThe contents of the contract matters or terms are not clear, the parties may, according to the principle of the contract of the contract purpose, trading habits and related provisions, in accordance with the general understanding of the contract to make a reasonable explanation. The interpretation is binding unless the interpretation conflicts with the law or this contract.Twenty-sixth supplements and annexesThe matters not covered in this contract shall be carried out in accordance with the relevant laws and regulations. If the laws and regulations do not stipulate, both parties may reach a supplementary contract in writing. The appendix and the supplementary contract of this contract are integral parts ofthis contract, and have the same legal effect as this contract.The validity of the twenty-seventh contract1. This contract shall come into force on the date of signature of the two parties or both parties' legal representatives or their authorized representatives and affixed with the official seal or the special seal of the contract.2 this agreement in _________, Party A and Party B in the_________ copies have the same legal effect.3. The appendix and the supplementary contract of this contract are integral parts of this contract, and have the same legal effect as this contract.Party A (Gai Zhang): Party B: _________ _________ (Gai Zhang)The legal representative (signature): _________ legal representative (signature): _________Agent (signature): _________ agent (signature): _________Signed at: _________ signed at: __________________ years ____ ____ _________ years ____ month on month ____ dayCon_5671File provided: north university magicweapon-Chineselegalretrievalsystem,Tel*************。

国际承包食堂合同模板

国际承包食堂合同模板This International Catering Contract (the "Agreement") is entered into as of [Date], by and between [Catering Company], with a principal place of business at [Address], (the "Caterer") and [Client], with a principal place of business at [Address] (the "Client") (collectively referred to as the "Parties").1. Services Provided1.1 The Caterer shall provide catering services to the Client for the duration of the Agreement. The services may include but are not limited to:- Providing meals for breakfast, lunch, and dinner- Catering for special events and meetings- Providing snack and beverage services1.2 The Parties shall work together to create a menu that meets the dietary and budgetary requirements of the Client.2. Term2.1 This Agreement shall commence on [Commencement Date] and continue for a period of [Contract Term] months unless terminated earlier as provided in this Agreement.3. Pricing and Payment3.1 The Client shall pay the Caterer a fee for the catering services provided under this Agreement. The fee shall be negotiated and agreed upon by both Parties.3.2 The fee shall cover the cost of food, labor, and any other expenses related to the catering services.3.3 Payment shall be made by the Client within [Number] days of receipt of an invoice from the Caterer.4. Responsibilities of the Parties4.1 The Caterer shall:- Provide high-quality and nutritious meals- Adhere to all health and safety regulations- Provide exceptional customer service4.2 The Client shall:- Provide the Caterer with any necessary information and access to the premises- Pay the agreed-upon fees on time5. Termination5.1 Either Party may terminate this Agreement upon [Number] days' written notice to the other Party.5.2 In the event of termination, the Parties shall work together to ensure a smooth transition of services.6. Confidentiality6.1 Both Parties agree to keep any confidential information obtained during the course of this Agreement confidential and not disclose it to any third party without the other Party's consent.7. Governing Law7.1 This Agreement shall be governed by and construed in accordance with the laws of [Country].8. Miscellaneous8.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[Catering Company]By: ___________________Name:Title:[Client]By: ___________________Name:Title:。

国际共保MultinationalPooling介绍

Insurope 25th General Meeting Shanghai 2006
市场地位
在全球超过70个国家拥有成员公司全球第二大共保网络
– 近480家跨国企业客户 – 共保保费规模达到60亿人民币在世界上33个重要市场中，欧洲保险联盟的成员公司在23个市场上占据第一或第二的位置
能力更优惠的保险方案与更好的服务更便捷的承保手续
Insurope 25th General Meeting Shanghai 2006
利益共享 --- 中介公司
为客户提供增值服务提升客户的忠诚度简化投保手续
Insurope 25th General Meeting Shanghai 2006
对于国际结算账户的结果提供不同的共保运作体系：
停止损失
损失挂帐
Insurope 25th General Meeting Shanghai 2006
停止损失
结算账户 :
收入保费支出理赔结果 A国家 B国家合计
100
50 50
200
300 (100)
300
350 (50)
转移到下一年度的结算账户 -> 0
内容
关于欧洲保险联盟 (Insurope) 关于国际共保利益共享
– 客户 – 中介公司 – 保险公司
Insurope 25th General Meeting Shanghai 2006
关于欧洲保险联盟
是一个由来自于世界各地的精英寿险
公司组成的联盟致力于服务跨国公司及其子公司在员工福利/年金等方面的需求

麦当劳微软 NCR 欧文斯科宁通用电气甲骨文普华永道柯达庄臣太阳微电子波音公司邓白氏咨询英特尔联合技术惠尔浦惠氏

全英文版运营服务合同

Operation Service ContractContract Number. Party A: (Supplier)Party B: (Receiver)Both parties and the Member, intending to be legally bound, and in consideration of the mutual promises and covenants contained herein, agree as follows:1. Item of operation serviceThe “Operation Service” herein referred to, is the ______.2. ApplicationParty A may in its absolute discretion reserve the rights to reject any application without the need to give any reason.Upon the application accepted by Party A and the Applicant’s compliance of this Contract, the Applicant becomes a Member. The Company agrees to provide the Service to the Member and warrants to continuously update the informat ion provided in the Service.The Applicant must warrant that:(1) all information provided by the Applicant is accurate, complete and current;(2) the Contract, when concluded, constitutes legal obligations that are binding and enforceable;(3) the Applicant has obtained necessary authorization to sign the Contract.3. Price and Payment Terms(1) Party B agrees to pay the amount of service fees for the fixed term of service as listed in the Contract to Party A.(2) Upon receiving the signed Contract and remittance credence, Party A shall send the login account ID and password to the member within a working day. If there is not advance payment, the member shall pay the funds within ten working days after receiving the login account ID and password by any of the prescribed methods as set in the Subscription Form.4. Disclaimers(1) Party A is not responsible for any interruption of Service due to problems occurred on the Internet platform or any other reasons that cannot be controlled by Party A. Party A shall make effort to liaise with its Provider in order to restore the Service as soon as possible;(2) Party A will not be responsible for the interruption of Service owing to orders of government authorities or judicial bodies. Party A agrees to refund the paid fees pro rata to the remaining subscription period;(3) Party B agrees to compensate Party A any loss attributable to the fault of the Party B;(4) Two parties agree that all claims, shall be limited to direct damages due to the breach of this Agreement. In no event shall either party be liable to the other for any penalty, consequential, indirect, special or incidental damages including, but not limited to, loss of profit or loss of technology or operation rights or loss of business rights.5. Breach of contractIn the event that either Party breaches any provision of the Contract that results in the other party incurring economic losses, the party in breach shall be liable to compensate the other party for the corresponding economic losses.6. Jurisdiction and LawsuitThis Contract is constructed and to be executed and interpreted by the laws of the People’s Republic of China.Any controversy or claim arising hereunder that cannot be resolved by the parties themselves, shall be settled by arbitration in China,Any award rendered thereon shall be in writing and shall be final and binding on the parties and judgment may be entered thereon in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration and the costs and expenses of the arbitrators shall be borne as determined by the arbitrator.7. Force MajeureThe effected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of theContract through friendly consultations as soon as possible.8. ConfidentialityExcept as expressly set forth herein, the parties shall maintain in confidence the Confidential Information of the other side. The parties shall not disclose such Confidential Information to any third party without the prior written consent of the other side.Both parties shall abide by the terms of Confidentiality in this Contract and have obligation to maintain the Confidential Information after the termination of the Agreement. The obligation shall end only upon the consent of the other side or only if the disclosure of the Confidential Information will not cause any loss of the other side.9. Effectiveness of the ContractThis Contract commences on the date when Party A receives the contract duly signed and affixed with the Subscriber’s company chop.10. LanguagesThe present Contract is drawn in English.Party A (Signature):Party B (Signature):Date:Place:欢迎您下载我们的文档，后面内容直接删除就行资料可以编辑修改使用资料可以编辑修改使用致力于合同简历、论文写作、PPT设计、计划书、策划案、学习课件、各类模板等方方面面，打造全网一站式需求ppt课件设计制作,word文档制作,图文设计制作、发布广告等，公司秉着以优质的服务对待每一位客户，做到让客户满意！感谢您下载我们文档。

全版本停车场合作经营协议英文版

全版本停车场合作经营协议英文版Full Version Parking Lot Joint Operation AgreementThis document serves as a comprehensive agreement between the parties involved in the joint operation of a parking lot. The agreement outlines the terms and conditions governing the partnership to ensure smooth and efficient operation of the parking facility.1. Parties Involved: The agreement is entered into by [Name of Company 1] and [Name of Company 2], hereinafter referred to as the "Parties".2. Duration of Agreement: The agreement shall be in effect for a period of [Duration] from the date of signing.3. Scope of Cooperation: The Parties agree to jointly manage and operate the parking lot located at [Address]. This includes responsibilities such as maintenance, security, and revenue sharing.4. Revenue Sharing: The Parties agree to split the revenue generated from the parking lot in the following ratio: [Percentage] for [Name of Company 1] and [Percentage] for [Name of Company 2].5. Maintenance and Repairs: Both Parties are responsible for the maintenance and repair of the parking lot. Any expenses incurred shall be shared equally between the Parties.6. Insurance: Each Party shall maintain adequate insurance coverage for the parking lot. In the event of any damages or liabilities, the insurance policies shall be utilized to cover the costs.7. Termination: Either Party may terminate the agreement with a written notice of [Notice Period] days. Upon termination, the Parties shall settle any outstanding dues and liabilities.8. Confidentiality: The Parties agree to maintain confidentiality regarding any proprietary information shared during the course of the partnership.9. Dispute Resolution: Any disputes arising from the agreement shall be resolved through amicable negotiations. If a resolution cannot be reached, the matter shall be referred to arbitration.10. Governing Law: This agreement shall be governed by the laws of [Jurisdiction].In witness whereof, the Parties have duly executed this agreement as of the date first above written.[Signature of Company 1] [Signature of Company 2][Name of Signatory 1] [Name of Signatory 2][Title of Signatory 1] [Title of Signatory 2]。

全面的委托运营管理合同英文版

全面的委托运营管理合同英文版Comprehensive Outsourcing Management ContractThis document serves as a comprehensive agreement between the parties involved in outsourcing management services. The purpose of this contract is to outline the responsibilities, obligations, and terms of the partnership between the client and the service provider.1. Parties InvolvedThis agreement is entered into by [Client Name], hereinafter referred to as the "Client," and [Service Provider Name], hereinafter referred to as the "Service Provider."2. Scope of ServicesThe Service Provider agrees to provide outsourcing management services to the Client in accordance with the terms and conditions outlined in this contract. The services may include but are not limited toproject management, vendor selection, contract negotiation, and performance monitoring.3. Duration of AgreementThis contract shall commence on [Start Date] and continue until [End Date], unless terminated earlier by either party in accordance with the termination clause outlined in this agreement.4. Responsibilities of the Service ProviderThe Service Provider shall perform the services with reasonable care, skill, and diligence, and in accordance with industry standards. They shall also provide regular updates and reports to the Client regarding the progress of the outsourcing management activities.5. Responsibilities of the ClientThe Client agrees to provide necessary information, resources, and cooperation to the Service Provider to facilitate the successful delivery of the outsourcing management services. The Client shall also make timely payments as per the payment schedule outlined in this contract.6. ConfidentialityBoth parties agree to maintain the confidentiality of any sensitive information shared during the course of the partnership. This includes but is not limited to business strategies, financial data, and proprietary information.7. TerminationEither party may terminate this agreement with written notice if the other party breaches any of the terms outlined in this contract. Upon termination, the Service Provider shall provide a final report of the services rendered up to that point.8. Governing LawThis agreement shall be governed by the laws of [Jurisdiction] and any disputes arising out of or in connection with this contract shall be resolved through arbitration.9. Entire AgreementThis document constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter herein.In witness whereof, the parties hereto have executed this agreement as of the date first above written.[Client Signature] [Service Provider Signature]。

金融服务协议英文范文

金融服务协议英文范文Financial Services AgreementThis Financial Services Agreement (the "Agreement") is made and entered into by and between [Name of the Financial Institution] (“Provider”) and [Name of the Client] (“Client”), effective as of [Effective Date].1. Scope of ServicesProvider agrees to provide the following financial services to Client:(a) Providing investment advice and guidance on financial products.(b) Carrying out financial planning and risk management strategies.(c) Processing loans, credit facilities, and other financing options.(d) Facilitating insurance services as per Client’s needs.2. Service TermThis Agreement shall be effective from the Effective Date stated above and shall continue until terminated by either party with a notice period of [Insert Notice Period].3. Fees and Payment(a) Client shall pay Provider for the services rendered as per the fee schedule attached to this Agreement or as mutually agreed upon in writing.(b) All fees shall be paid in full within [Insert Payment Period] of the invoice date.(c) Late payments shall be subject to late payment charges as per the policies of Provider.4. ConfidentialityBoth parties shall maintain strict confidentiality regarding all information shared during the course of this Agreement, except for information that is already in the public domain or is required to be disclosed by law.5. Client Information and DocumentationClient shall provide all necessary information and documents required by Provider to render services under this Agreement.Failure to provide complete information may result in delayed services or termination of this Agreement.6. Service Standards and Quality AssuranceProvider shall strive to render services with utmost professional diligence and in accordance with the set industry standards. Client shall be entitled to raise concerns or complaints, which shall be addressed promptly by Provider.7. Data Protection and SecurityProvider shall ensure that all data collected from Client is stored securely and shall not be disclosed to any third party without Client’s consent, except as required by law or regulatory authorities.8. TerminationThis Agreement may be terminated by either party giving a written notice to the other party, subject to the notice period specified in Section 2. Termination shall not affect the rights and obligations that have already arisen during the term of this Agreement.9. Risks and LiabilitiesClient acknowledges the risks associated with financial services and agrees that Provider shall not be liable for any losses incurred due to market fluctuations or any other reasons beyond Provider’s control. Provider shall only be liable for losses resulting from its negligence or breach of this Agreement.10. Jurisdiction and Law This Agreement shall be governed by the laws of [Insert Jurisdiction]. Any dispute arising from this Agreement shall be subject to the jurisdiction of the courts of [Insert Jurisdiction]. 11. Miscellaneous (a) This Agreement constitutes the entire understanding between the parties and no modifications shall be made except in writing and signed by both parties. (b) This Agreement is personal to Client and cannot be transferred or assigned to any third party without Provider’s prior written consent. (c) Any notice required or permitted under this Agreement shall be given in writing and sent to the addresses specified in writing by both parties. (d) Failure by Provider to enforce any provision of this Agreement shall not be considered as a waiver of those rights. The parties hereby affirm that they have read and fully understand this Agreement and agree to its terms and conditions.  Provider: _________________________ Date: _________ Client:_________________________ Date: _________ Please note: This is atemplate agreement and should be customized to fit your specific needs before use, including consultation with legal counsel if necessary for compliance with applicable laws and regulations.。

小组工作五种协议模式

小组工作五种协议模式
1. 策略协议模式（Strategy Protocol Pattern）：在这种模式中，团队成员协商确定一项大体的策略，然后各自独立地采取特定的行动，在达成共同目标的同时保持自主权和独立性。

2. 简单协议模式（Simple Protocol Pattern）：这种模式适用于
相互依赖性较强的团队成员。

团队成员通过制定一系列的简单规则和约定来协调各自的行动，以达到共同的目标。

3. 协同协议模式（Collaborative Protocol Pattern）：这种模式
与简单协议模式类似，但更加依靠团队成员之间的相互合作和交流。

团队成员通过不断地协商和沟通，确定最佳的合作方式，以达到共同目标。

4. 异步协议模式（Asynchronous Protocol Pattern）：这种协议
模式适用于需要大量独立工作的团队。

团队成员通过分配任务和确定整体目标，然后各自按照自己的节奏和步骤独立完成任务，最终汇总成为一个整体。

5. 客户端-服务端协议模式（Client-Server Protocol Pattern）：
这种协议模式适用于团队成员之间需要进行频繁交互的情况。

团队成员被分为客户端和服务端，客户端向服务端请求数据或执行操作，服务端根据请求提供响应或反馈。

这种协议模式特别适用于项目管理或任务分配的场景。

cdp合作协议书

cd合作协议书协议编号：___________甲方（客户）：_____________________乙方（服务提供方）：_____________________鉴于甲乙双方基于互利共赢的原则，就共同开发和运营客户数据平台（以下简称“CD”）项目达成如下合作协议：一、合作目的甲乙双方本着共同发展，优势互补的原则，同意在客户数据集成、分析及应用等方面展开全面合作，以提升双方在市场营销、客户服务等方面的能力和效率。

二、合作内容1. 乙方负责为甲方提供CD系统的建设、维护和技术支持服务。

2. 甲方负责提供必要的业务需求、数据资源以及相关支持。

3. 双方共同参与CD系统的功能设计、开发进度规划和结果评估。

三、权利与义务1. 甲方有权监督乙方的工作进度和质量，提出改进建议。

2. 乙方有义务按照约定时间和标准完成CD系统的建设和运维工作。

3. 双方应保证交换信息的准确性、完整性和安全性。

4. 任何一方不得擅自将合作内容泄露给第三方，除非得到另一方书面同意。

四、费用支付1. 甲方应按协议约定向乙方支付相应的服务费用。

2. 费用的支付方式和时间由双方另行商定。

五、保密条款双方应对在合作过程中知悉的商业秘密和技术信息予以保密，未经对方书面同意，不得向任何第三方披露。

六、违约责任如一方违反本协议的任何条款，应承担违约责任，并赔偿对方因此遭受的一切损失。

七、争议解决因履行本协议所产生的任何争议，双方应首先通过友好协商解决；协商不成时，可提交至甲方所在地人民法院诉讼解决。

八、其他事项1. 本协议自双方签字盖章之日起生效。

2. 本协议未尽事宜，由双方协商补充。

3. 本协议一式两份，甲乙双方各执一份，具有同等法律效力。

甲方代表（签字）：_______________ 日期：____年__月__日乙方代表（签字）：_______________ 日期：____年__月__日。

全面的企业管理咨询服务协议英文版

全面的企业管理咨询服务协议英文版Comprehensive Business Management Consulting Services AgreementThis document serves as an agreement between [Client Name], hereinafter referred to as "Client," and [Consulting Firm Name], hereinafter referred to as "Consultant," for the provision of comprehensive business management consulting services.1. Scope of Services- The Consultant agrees to provide a wide range of management consulting services to the Client, including but not limited to strategic planning, financial analysis, operational improvement, and organizational development.2. Term of Agreement- This agreement shall be effective as of [Effective Date] and shall continue for a period of [Term Length] unless terminated by either party in accordance with the termination clause outlined in this agreement.3. Fees and Payment Terms- The Client agrees to pay the Consultant a fee of [Fee Amount] for the services provided under this agreement. Payment shall be made in [Payment Terms], with invoices issued [Invoice Frequency].4. Confidentiality- Both parties agree to maintain the confidentiality of all information exchanged during the course of the consulting services. This includes business plans, financial data, and any other proprietary information.5. Termination- Either party may terminate this agreement by providing written notice to the other party at least [Notice Period] days in advance. Upon termination, the Client shall pay the Consultant for any services rendered up to the date of termination.6. Governing Law- This agreement shall be governed by the laws of [Jurisdiction], and any disputes arising out of this agreement shall be resolved through arbitration in [Arbitration Location].7. Entire Agreement- This agreement constitutes the entire understanding between the Client and the Consultant and supersedes any prior agreements or understandings, whether written or oral.8. Signatures- This agreement shall be deemed effective upon signature by both parties.In witness whereof, the parties hereto have executed this agreement as of the Effective Date.___________________________[Client Name]___________________________[Consulting Firm Name]。

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Pooling and Servicing Agreement联营及服务协议-6.1 Establishment of Custodial Accounts.(a) (i) The Custodian, on behalf of the Certificateholders, will establish and maintain in its own name an Eligible Deposit Account (the Collection Account ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Custodian on behalf of the Certificateholders.(i) The Custodian, on behalf of the Certificateholders, shall establish and maintain in its own name an Eligible Deposit Account (the Accumulation Account ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Custodian on behalf of the Certificateholders.(ii) The Custodian, on behalf of the Certificateholders, shall establish and maintain in its own name an Eligible Deposit Account (the Spread Account ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Custodian on behalf of the Certificateholders. On the Closing Date, the Issuershall deposit (or cause to be deposited) $,_________ to the Spread Account.(b) Funds on deposit in the Collection Account, the Accumulation Account and the Spread Account (collectively, the Custodial Accounts ) shall be invested by the Custodian (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise); provided however, it is understood and agreed that the Custodian and the Servicer shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Custodian for the benefit of the Certificateholders. Other than as permitted by the Rating Agencies, funds on deposit in any Custodial Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date; provided that on the Business Day preceding each Distribution Date all Investment Earnings on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Funds deposited in a Custodial Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held tomaturity.(c) All investment earnings of moneys deposited in the Custodial Accounts shall be deposited (or caused to be deposited) by the Custodian in the Collection Account, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Custodian to make any investment of any funds held in any of the Custodial Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Custodian to make any such investment, if requested by the Custodian, the Servicer shall deliver to the Custodian an Opinion of Counsel, acceptable to the Custodian, to such effect.(d) The Custodian shall not in any way be held liable by reason of any insufficiency in any of the Custodial Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Custodian’s gross negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Custodian, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.(e) If the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Custodial Accounts to the Custodian by 1:00 p.m. Toronto time (or such other time as may be agreed by the Issuer and Custodian) on any Business Day, amounts collected or receivable from the ACAR Series 2002-A Certificateholders’ Assets will be applied as if there had not been such directions; then the Custodian shall, to the fullest extent practicable, invest and reinvest funds in the Custodial Accounts in the investment described in clause (g) of the definition of Eligible Investments.(f) The Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in the Custodial Accounts and in all proceeds thereof (including all Investment Earnings on the Custodial Accounts) and all such funds, investments, proceeds and income shall be part of the ACAR Series 2002-A Certificateholders’ Assets. Except as otherwise provided herein, the Custodial Accounts shall be under the sole dominion and control of the Custodian for the benefit of the Certificateholders. If, at any time, any of the Custodial Accounts ceases to be an Eligible Deposit Account, the Custodian (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which each Rating Agency may consent) establish a new Custodial Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Custodial Account. In connection with theforegoing, the Servicer agrees that it shall notify the Custodian in writing promptly upon any of such Custodial Accounts ceasing to be an Eligible Deposit Account.(g) The Servicer shall have the power to instruct the Custodian to make withdrawals and payments from the Custodial Accounts for the purpose of permitting the Servicer and the Custodian to carry out their respective duties hereunder.6.2 Certain Reimbursements to the Servicer.The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or cheques returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 6.4(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Custodian as may be necessary in the opinion of the Custodian to verify the accuracy of such certification; provided, however, that the Servicer must provide such clarification within 12 months of such mistaken deposit, posting, or returned cheque. The Servicerwill additionally be entitled to receive from amounts on deposit in the Collection Account with respect to a Collection Period any amounts paid by Obligors that were collected in the Depository Account but that do not relate to (i) principal and interest payments due on the Automobile Loans or (ii) any fees or expenses related to extensions due on the Automobile Loans.6.3 Application of Collections.(a) All collections or payments by or on behalf of the Obligor for the Collection Period with respect to each Automobile Loan (other than a Purchased Automobile Loan) shall be applied by the Servicer to interest and principal in accordance with the Simple Interest Method.(b) The Servicer and the Seller, as applicable, shall deposit or cause to be deposited in the Collection Account on the Determination Date on which such obligations are due the aggregate Purchase Amount with respect to Purchased Automobile Loans.(c) Any Optional Purchase Price payable by the Servicer under Section 12.2 shall be deposited in the Collection Account.(d) If the Certificate Balance Accumulation Amount on deposit in the Accumulation Account on the Targeted Certificate Balance Distribution Date for a Class of Offered Certificates is or will be less than the outstanding Certificate Balance of such Class (after giving effect to all deposits made or to be made to the Accumulation Account on such date other than pursuant to this Section), the Servicer will have the option to make an advance (a Maturity Advance ) in any amount up to the amount of such shortfall. If the Servicer elects to make a Maturity Advance it shall deposit the amount of the Maturity Advance into the Accumulation Account on the related Targeted Certificate Balance Distribution Date in immediately available funds.6.4 Distribution Date Payments From the Collection Account.(a) On each Distribution Date, the Custodian shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Distribution Date) distribute the following amounts of Available Funds from the Collection Account unless otherwise specified and in the following order of priority:(i) in the event that AmeriCredit Canada is no longer Servicer, to the Servicer, the Servicing Fee for the preceding Collection Period and other amounts relating to mistaken deposits, postings or cheques returned for insufficient funds during the preceding Collection Period, and to pay to AmeriCredit Canada, any amounts paid by Obligors during the Collection Period that were collected in the Depository Account or the Collection Account but did not relate to (i) principal and interest payments due on the Automobile Loans or (ii) any fees or expenses related to extensions due on the Automobile Loans;(ii) to the Custodian and the Backup Servicer, their respective accrued and unpaid fees and expenses then due to each of them;(iii) to the Accumulation Account, the aggregate of the Certificateholders’ Certificate Rate Distributable Amounts for such Distribution Date;(iv) to the Servicer, any outstanding Maturity Advances;(v) to the Accumulation Account, the Certificateholders’ Certificate Balance Distributable Amount for such Distribution Date;and(vi) to the Spread Account, any remaining Available Funds.6.5 Spread Account; Distribution Date Payments from Spread Account(a) On each Distribution Date, the Custodian shall, based on the instructions of the Servicer, withdraw the Deficiency Draw Amount, if any, for such date from the Spread Account and apply such amount to make the following deposits or payments in the following order of priority:(i) first, to the Servicer, any remaining amounts due under Section 6.4(a)(i) on the related Distribution Date;(ii) second, to the Custodian and the Backup Servicer, any remaining amounts due under Section 6.4(a)(ii) on the related Distribution Date;(iii) third, if the related Distribution Date is an Offered Certificate Distribution Date, to the Accumulation Account, the excess of (x) the aggregate of the Certificateholders’ Targeted Certificate Rate Distributable Amounts for such Distribution Date over (y) the aggregate of the Certificateholders’ Certificate Rate Distributable Amounts on deposit in the Accumulation Account on such Distribution Date (after giving effect to all deposits to the Accumulation Account under Section 6.4(a)(iii));(iv) fourth, to the Accumulation Account, the Certificateholders’ Parity Deficit Amount on the related Distribution Date; and(v) fifth, if the related Distribution Date is the Final Scheduled Distribution Date for any Class of Offered Certificates, to the Accumulation Account, any remaining outstanding Certificate Balance for such Class (after giving effect to all other applications of available funds on such date).(b) On each Distribution Date, the excess, if any, of (A) the amounts on deposit in the Spread Account (after giving effect to any payments under Section 6.5(a) above) and (B) the lesser of (i) 2% of the Initial Pool Balance, and (ii) the Adjusted Certificate Balance,shall be paid or distributed by the Custodian as follows:(i) first, to the Accumulation Account, an amount equal to the lesser of (x) such excess and (y) the Accelerated Certificate Balance Distributable Amount for such Distribution Date; and(ii) second, to the holders of the Residual Certificates, any remaining excess.provided, however, that on each Distribution Date on and after the occurrence of an Event of Default, the Custodian shall, based on the instructions of the Servicer, transfer from the Spread Account to the Accumulation Account the lesser of (x) the Adjusted Certificate Balance of the Offered Certificates on such date (after giving effect to all other amounts available to make distributions in respect thereof on such date) and (v) all amounts on deposit in or deposited to the Spread Account on such Distribution Date.(c) Upon any distribution to the holders of the Residual Certificates of amounts properly distributed from the Spread Account, neither the Custodian nor the other Certificateholders will have any rights in, or claims to, such amounts.(d) Following (i) the payment in full of the Certificate Balance of the Class A Certificates, Class B Certificates and the Class C Certificates and of all other amounts to be distributed hereunder to the Custodian and the Certificateholders other than the holders of the Residual Certificates and (ii) the termination of this Agreement, any amount remaining on deposit in the Spread Account shall be paid to the holders of the Residual Certificates. The holders of the Residual Certificates shall in no event be required to refund any amounts properly distributed pursuant to this Section 6.5.6.6 Certificate Rate and Certificate Balance Distributions.(a) Prior to the occurrence of an Event of Default, on each Offered Certificate Distribution Date for a Class of Offered Certificates, the Custodian shall, based on the instructions of the Servicer, make the following distributions from the Accumulation Account to the Certificateholders of the applicable Class:(i) first, there shall be distributed to the holders of the Class A Certificates, pro-rata, the lesser of (A) the sum of the Certificateholders’ Targeted Certificate Rate Distributable Amountsfor the Class A Certificates and such Offered Certificate Distribution Date, and (B) the sum of the Certificateholders’ Certificate Rate Distributable Amounts for all Classes and such Offered Certificate Distribution Date and the amount, if any, deposited to the Accumulation Account under Section 6.5(a)(iii) on such Offered Certificate Distribution Date;(ii) second , there shall be distributed to the holders of the Class A Certificates, pro rata, the lesser of (A) the Certificateholders’ Targeted Certificate Rate Distributable Amount for the Class B Certificates and such Offered Certificate Distribution Date, and (B) the excess of (1) the amount determined under clause (a)(i)(B) over (2) the amount distributed or paid to the holders of the Class A Certificates under Section 6.5(a)(i) on such Offered Certificate Distribution Date; and(iii) third, the lesser of (A) the Certificateholders’ Targeted Certificate Rate Distributable Amount for the Class C Certificates and such Offered Certificate Distribution Date, and (B) the excess of (1) the amount determined under clause (a)(i)(B) over (2) the amount distributed or paid to the holders of the Class A Certificates and the Class B Certificates under Sections 6.5(a)(i) and (ii) on such Offered Certificate Distribution Date, shall be distributed by the Custodian to the holders of the Class C Certificates, pro-rata.(b) Prior to the occurrence of an Event of Default, on the Targeted Certificate Balance Distribution Date for any Class of Offered Certificates and, if the Certificate Balance of such Class is not distributed in full on that Targeted Certificate Balance Distribution Date, on each Distribution Date thereafter until the Certificate Balance of such Class is reduced to zero, the Custodian shall, based on the instructions of the Servicer, distribute to the Certificateholders of such Class the lesser of (i) the Certificate Balance of such Class, and (ii) the amount on deposit in the Accumulation Account on such date (after giving effect to all deposits to the Accumulation Account on such date); provided, however, if more than one Class of Offered Certificates are to receive distributions with respect to their Certificate Balances as described above, distributions will be made on such Classes sequentially as follows: (1) to the Class A-1 Certificates until the Certificate Balance thereof has been reduced to zero; (2) to the Class A-2 Certificates until the Certificate Balance thereof has been reduced to zero; (3) to the Class A-3 Certificates until the Certificate Balance thereof has been reduced to zero; (4) to the Class B Certificate Balance thereof has been reduced to zero; and (5) to the Class C Certificates until the Certificate Balance thereof has been reduced to zero.(c) On and after the occurrence of an Event of Default, distributions in respect of the Targeted Certificate Rate Distributable Amounts and the Certificate Balances for the Offered Certificates of each Class shall be made in accordance with Section 6.7.6.7 Distributions Following an Event of Default.On each Offered Certificate Distribution Date on or after the occurrence of an Event of Default, the Custodian shall, based on the instructions of the Servicer, distribute amounts deposited into or on deposit in the Accumulation Account on such date as follows and in the following order of priority:(a) first, there shall be distributed to the holders of the Class A Certificates, pro-rata, the lesser of (i) the sum of the Certificateholders’ Targeted Certificate Rate Distributable Amounts for the Class A Certificates and such Offered Certificate Distribution Date, and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date;(b) second, there shall be distributed to the holders of the Class A Certificates, pro-rata, until the Certificate Balances of the Class ACertificates has been reduced to zero, the lesser of (i) the sum of the Certificate Balances of the Class A Certificates for such Offered Certificate Distribution Date and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date (after giving effect to subsection (a) above);(c) third, there shall be distributed to the holders of the Class B Certificates, pro-rata, the lesser of (i) the Certificateholders’ Targeted Certificate Rate Distributable Amounts for the Class B Certificates and such Offered Certificate Distribution Date, and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date (after giving effect to subsections (a) and (b) above);(d) fourth, there shall be distributed to the holders of the Class B Certificates, pro-rata, until the Certificate Balance of the Class B Certificates has been reduced to zero, the lesser of (i) the Certificate Balance of the Class B Certificates for such Offered Certificate Distribution Date and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date (after giving effect to subsections (a) through (c) above);.(e) fifth, there shall be distributed to the holders of the Class C Certificates, pro-rata, the lesser of (i) the Certificateholders’ TargetedCertificate Rate Distributable Amounts for the Class C Certificates and such Offered Certificate Distribution Date, and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date (after giving effect to subsections (a) through (d) above);(f) sixth, there shall be distributed to the holders of the Class C Certificates, pro-rata, until the Certificate Balance of the Class C Certificates has been reduced to zero, the lesser of (i) the Certificate Balance of the Class C Certificates for such Offered Certificate Distribution Date and (ii) the amount, if any, on deposit in or deposited to the Accumulation Account on such date (after giving effect to subsection (a) through (e) above); and(g) thereafter, any remaining balance shall be deposited to the Spread Account and applied in accordance with Section 6.5.6.8 Statements to Certificateholders.(a) On or prior to each Distribution Date, the Servicer will provide to the Custodian and, subject to the terms of applicable orders of the Canadian Securities Administrators (the Regulators ) and except as may be otherwise permitted or required by ordersgiven by the Regulators from time to time, the Custodian shall provide each Certificateholder of record (with a copy to each of the Rating Agencies) a statement setting forth at least the following information as to the Certificates to the extent applicable:(i) the amount of the distribution(s) allocable to the applicable Certificate Rate;(ii) the amount of the distribution(s) allocable to reduce Certificate Balances;(iii) each Class of Certificates’ aggregate outstanding Certificate Balance amount, after considering all payments reported under (ii) above on that date;(iv) the related Certificateholders’ Certificate Rate Carryover Amount and the related Certificateholders’ Certificate Balance Carryover Amount, if any, and the change in those amounts from the preceding statement;(v) the Servicing Fee paid for the related calendar month;(vi) the Adjusted Certificate Balances;(vii) the amount of any outstanding Maturity Advances;(viii) the Certificate Balance of the Residual Certificates; and(ix) amounts on deposit in the Spread Account.(b) After the end of each calendar year, within the required time period, the Servicer will provide to the Custodian, and the Custodian will furnish to each Person who at any time during the calendar year was a Certificateholder,:(i) a statement as to the aggregate amounts of Certificate Rate and Certificate Balance distributions paid to the Certificateholder;(ii) information regarding the amount of servicing compensation the Servicer received; and(iii) other information as the Seller deems necessary to enable the Certificateholder to prepare its tax returns.(c) Within the prescribed period of time for tax reporting purposes after the end of each calendar year, the Servicer will provide the Certificateholders a statement containing the amounts described in Section 6.8(b)(iii) above for that calendar year and any other information required by applicable tax laws.(d) Seller will cause AmeriCredit Corp. to post such information contained in the monthly statement referred to in paragraph (a) above at its world wide web site located at .。