EX-10.3 3 filename3.htm

Exhibit 10.3

 

Technical Development (Commission) Contract

 

Project Name: Design and Implementation Project for the “Single Window” for Wuhan E-port •International Trade

 

Commissioning Party (Party A): Wuhan New Port Management Committee

 

Commissioned Party (Party B): Zhuhai PowerBridge Technology Co., Ltd

 

Signature Date: July, 2017

 

Signature Place: Wuhan, Zhuhai

 

Valid Period: 5 years

 

 

 1 / 14 

 

 

Commissioning Party (Party A): Wuhan New Port Management Committee

 

Address: Floor 19, China Changjiang National Shipping Group, No. 69, Yanjiang Street, Wuhan

 

Legal Representative:

 

Project Contact Person: Mao Mingliang

 

Contact information: 18971110636

 

E-mail: 14224064@qq.com

 

Correspondence Address: Floor 19, China Changjiang National Shipping Group, No. 69, Yanjiang Street, Wuhan

 

Telephone: 027-85662393 Fax: 027-85662393

 

Commissioned Party (Party B): Zhuhai PowerBridge Technology Co., Ltd

 

Address: Floor 1, Zone D, Southern Software Park, No. 1, Software Park Road, Tangjiawan Town, Zhuhai, Guangzhou

 

Legal Representative: Ban Lor

 

Project Contact Person: Xu Xiangman

 

Contact information: 18672194788

 

Email:Luckxu@powerbridge.com

 

Correspondence Address: Floor 1, Zone D, Southern Software Park, No. 1, Software Park Road, Tangjiawan Town, Zhuhai, Guangzhou

 

Telephone: 0756-3395666 Fax: 0756-3395667

 

Service Hot-line: 0756-3395666

 

Bank Name: Bank of Communications Zhuhai Branch Xiangzhou Sub-branch

 

Account Name: Zhuhai PowerBridge Technology Co., Ltd

 

Bank Account: 444000091018000745538

 

 2 / 14 

 

 

Upon the procurement bidding procedure of Wuhan Municipal Government, Party A accepts the bid of Party B for the Project and determines Party B as the construction unit for the Design and Implementation Project for the “Single Window” for Wuhan E-port •International Trade. In accordance with the Contract Law of the People's Republic of China, the Copyright Law of the People's Republic of China and other relevant laws and rules, and on the basis of consensus reached through full consultations in the principle of mutual understanding and equal cooperation, Party A and Party B come to agreement for relevant affairs about the Project and hereby authorize their respective representatives to sign the Contract (hereinafter short for “the Contract) with below terms and conditions.

 

1Procurement Scope and Content

 

1.1Procurement Name: Deliverables of Party B in the Design and Implementation Project for the “Single Window” Platform for Wuhan E-port •International Trade (Refer to Project List for detailed information about the deliverables). As for the detailed information about the final software and hardware list, Party B shall investigate and analyze the demands of Party A according to the actual requirements of the Project after the kick-off of the Project .Both parties shall work together to confirm the software functions, hardware facilities, hardware configuration and service items and perform supplements and improvement for relevant schedules of the Contract like technical specification. Party A and Party B shall then sign to confirm the final version of Project List and Software Function Confirmation Letter to guarantee that the platform could reach the requirements described in the bid documents. In the event that actual demands of Party A and various joint inspection units have any difference with those in the bid documents, the actual demands confirmed by Party A and various joint inspection units shall prevail.

 

1.2In the event that the procurement quantity determined in the Project List and Software Confirmation Letter is not consistent with the actual quantity used, Party A will negotiate with Party B to sign a supplementary contract without making any changes to other terms and conditions of the Contract.

 

 3 / 14 

 

 

2Contract Price

 

No.  Item Contents  Price (Yuan) 
1  Project planning and design fee   590,000.00 
2.  Rent for the lease of fundamental support facilities for five years   15,586,000.00 
3  Software development and technical service fee   15,670,000.00 
Total Contract Amount: RMB Thirty-one Million Eight Hundred and Forty-six Thousand Yuan in Total   31,846,000.00 

 

3Delivery Requirements

 

3.1       Delivery Schedule: 1. Party B shall submit the Design Proposal for “Single Window” Platform for Wuhan E-port •International Trade within 30 days upon the signature of the Contract.

 

2. Party B shall complete the implementation, pilot-run and official on-line operation of the Project within 18 months upon the signature of the Contract.

 

3.2       Place of Delivery: Designated Place of Party A

 

3.3       Delivery Method: Site construction and training

 

4Quality Guarantee Deposit for the Project

 

4.1After the acceptance of the Project, the amount equivalent with 5% of the contract amount for software development and technical service fee will be used as the quality guarantee deposit, which is ¥783,500.00. Upon the maturity of the warranty period, Party A shall refund the corresponding amount to Party B within seven working days according to terms and conditions of the Contract.

 

5Performance Bond

 

Party B shall, within 20 working days upon the signature of the Contract, submit a bank guarantee at the amount equivalent with 2% of the total contract amount to Party A as the performance bond. Party A shall return the original copy of the bank guarantee to Party A within 10 working days after the successful acceptance of the Project.

 

 4 / 14 

 

 

6Quality Assurance and After-sales Services

 

6.1Warranty Period:

 

The rental service period for the fundamental support facilities is five years, commencing from the signature and effectiveness date of the Contract;

 

The warranty period for application software is 1 year, commencing from the overall acceptance date of the system.

 

6.2In the warranty period, Party B shall assume quality assurance liabilities for all software and hardware supplied by it, without any additional charge to Party A.

 

6.3Party B shall provide 7*24-hour response services in the warranty period. In the event that any software and hardware supplied by Party B has any quality problems in the using process, Party B shall provide response to Party A within two hours upon the receiving of the fault notice. In case of necessity in the belief of Party A, Party B shall come to the site to resolve such quality issues.

 

6.4In the warranty period, Party B is responsible for repairing errors in the software system, through software patch.

 

6.5In purchasing any components, Party B shall require the supplier to provide and same warranty period and supply spare parts and professional repair services at favorable prices. In case of any fault of the system due to quality defects of system hardware, Party B shall take charge of the maintenance, repair and technical supports. If required, Party B shall contact the manufacturer to repair or replace the corresponding parts. Non-intentional damages and damage arising in the normal using scope should be repaired for free. No separate expense should be charged for such services.

 

6.6Party B shall provide patrol inspection services on quarterly basis to Party A in the warranty period. The contents of the patrol inspection shall cover running environment check of the system, running status check for the system modules and etc. Patrol inspection records should be prepared and submitted to Party A.

 

6.7In the warranty period, Party B shall provide Party A with a free quarterly security scanning service and issue relevant security test reports.

 

6.8Within the scope of the bidding documents, if Party A believes that the hardware purchased by Party B does not meet the technical requirements of Party A, both parties shall negotiate with each other according to the actual situations and handle according to below methods:

 

(1)Replace: Party B shall bear all expenses incurred;

 

(2)Reject the products: if the quality of the hardware still fails to reach the requirements of Party A after the efforts of Party B and its suppliers, Party A shall provide a written notice and describe the reasons if it would like to reject the product. Upon the agreement of Party B, Party A could require Party B to refund the corresponding amount. In such cases, Party A could also require Party B to undertake all relevant direct expenses (transportation expenses, insurance expense, inspection expenses, interest of the contract price, banking service charges and so forth).

 

6.9Party B’s failure in fulfilling the above obligations in the warranty period would be deemed as breach of contract. In such cases, Party A shall also have the right to investigate Party B's relevant responsibilities.

 

 5 / 14 

 

 

7Payment Stages

 

No. Payment Basis and Date Amount (Yuan)
1 Project planning and design Party B shall submit the project planning and design proposal within 30 days commencing from the signature of the Contract. The amount for the proposal would be paid on one-off basis within seven working days after the proposal has passed the review of Party A and relevant experts. 590,000.00
2. Lease of the Fundamental Support Facilities After the equipment arrives and enters into the normal operation status, Party A shall pay 20% of the rent of the fundamental support facilities specified in the Contract. Take the date when the equipment arrives at the site and runs normally as the fixed payment date for the rent of the fundamental support facilities. The payment amount is 20% of the rent of the fundamental support facilities specified in the Contract. 15,586,000.00 (3,117,200 Yuan/year, paid off in five years)
3 Software development and technical service Party A shall pay 30% of the software development and technical service fee specified in the Contract within seven working days upon the signature of the Contract. 4,701,000.00
On the basis of the implementation progress of the Project, and phased deployment of various sub-systems and in accordance with requirements for various sub-systems in the breakdown list of the application software, Party A shall pay 30% of the amount corresponding with sub-system with deployment completed.

4,701,000.00

(The amount is determined according to the actual deployment of various sub-systems)

On the basis of the implementation progress of the Project, Party B shall arrange corresponding linked commissioning, on-line operation and training for deployed sub-systems. Party A would arrange independent acceptance check according to requirements for various sub-systems in the breakdown list of the application software, and would pay 30% of the amount corresponding with various sub-systems passing the independent acceptance check.

4,701,000.00

(The amount is determined according to the sub-systems passing the acceptance check)

Pay 5% of the total amount of the software development and technical service fee (Within 7 working days after the completion of the project, the contract software development and technical services total 5% (Guarantee Deposit) within seven working days after the successful overall acceptance check of the Project 783,500.00
Pay 5% of the total amount of the software development and technical service fee specified in the Contract within seven working days upon the maturity of the warranty period of the Project 783,500.00
Total In Capital: RMB Thirty-one Million Eight Hundred and Forty-six Thousand Yuan in Total 31,846,000.00

 

 6 / 14 

 

 

8Responsibilities and Obligations of Party B

 

8.1       Work contents to be jointly undertaken by Party A and Party B:

 

(1)The Project shall be completed under the cooperation of both parties. Both parties shall constitute a project management team. Party A and Party B shall designate their respective project responsible person to participate in the whole process of the platform construction and assume the corresponding responsibilities associated with the Project.

 

(2)Complete the investigation and analysis for the project demands and the overall planning and design of the Project, and confirm the Project List, Software Function Confirmation Letter and Development and Implementation Plan for Sub-systems.

 

(3)All critical items of the Project should be communicated between both parties in written. All amendments and supplement about the Project should be confirmed by both parties in written.

 

(4)Complete the preparation of working plan and objectives for various stages, confirmation for the completed tasks, and the acceptance check and final confirmation of software and hardware.

 

 7 / 14 

 

 

8.2       Work contents to be undertaken by Party A:

 

(1)Party A shall designate responsible person for the Project to take charge of coordinating resources of party A and relevant third parties (including users of the platform) to cooperate with Party B in implementing relevant project work, providing the basic environment and required conditions for the implementation of the Project, and performing confirmation and making timely decisions for specific events of the Project on behalf of Party A. Party B will take the information and decision-making opinions provided by project manager of Party A as the basis for the implementation of the Platform. Party A shall be liable for the data, information materials and decision-making opinions of its project manager, and assume the relevant responsibilities and consequence of its decisions.

 

(2)Take charge of the management of the platform project, organize personnel of relevant departments in participating in the project, and maintain the relationship with the governmental authorities and relevant supervision departments.

 

(3)Take charge of checking, supervising and accepting the delivery of software and hardware in various stages, and completing the acceptance check of the platform.

 

8.3       Work contents to be undertaken by Party B:

 

(1)Perform Party B's duties and responsibilities in accordance with the project plan and project objectives.

 

(2)Conduct a detailed investigation for the platform demands of Party A, provide implementation proposal for the construction of the platform, which shall be taken as the guiding document of the project construction after final confirmation of both parties.

 

(3)Provide hardware facilities and equipment required by the platform, set up the network system and guarantee the application and sound operation of the platform.

 

(4)Take charge of the technological research and development of the platform and development of corresponding applications, arrange tests, provide startup services, on-line operation services, system initialization services and technical supports, and arrange training programs to personnel of Party A and final users of the platform, and provide professional implementation and services.

 

 8 / 14 

 

 

9Property Rights

 

9.1Party B guarantees that the software and hardware provided will not infringe the patent, trademark or copyright of any third party.

 

9.2The intellectual property rights in final results of the customized software commissioned by Party A to Party B in this contract shall be jointly owned by Party A and Party B, and Party A shall have the permanent use right of the Project. Source codes developed from the Project should be jointly owned by both parties. The application rights for any patents, copyrights and other non-patented technologies associated with the achievements of the project developed according to requirements of party A under the Contract shall also be owned by both parties jointly. If patent application is required, both parties shall negotiate relevant issues separately. “Hongqiao Single Window Management Software” and relevant bottom platform, technical achievements, source codes and other intellectual property rights already owned by Party B before undertaking the Project are exceptional to the above provisions.

 

9.3Without the written consent of both parties, neither party shall disclose any information in the Project to any third party through any approach.

 

10Technical Materials

 

10.1       Within the scope of the Contract, Party A will provide Party B with the relevant technical requirements about the goods to be purchased.

 

10.2       Party B shall provide Party A with relevant technical materials for the use of the goods within the time specified in the procurement documents.

 

10.3Without the prior written consent of both parties, neither party may provide clauses, specification, plan, drawings, samples or materials of the Contract or in connection with the Contract provided by the other party to any person irrelevant with the performance of the Contract. In the event of disclosure made to personnel in connection with the performance of the Contract, the disclosing party shall still fulfill the confidentiality and limit such disclosure within the necessity for the performance of the Contract. The confidentiality period is permanent.

 

 9 / 14 

 

 

11Collaboration Matters at Various Stages of the Project

 

11.1       Methods for Equipment Delivery, Installation and Commissioning, System Deployment and Project Acceptance Check

 

1)Equipment Delivery

 

²Party B shall, before shipment of the goods, request the supplier to provide packages that could meet the requirements about the transportation, moisture resistance, shock resistance, rust prevention and damage prevention in loading and unloading and so forth for the goods to ensure the goods could be delivered to the designated place of Party A in a intact and safe manner.

 

²Party B shall require its suppliers to deliver the user manual, quality certificate, warranty documents, accompanied parts and tools and list of the goods together with the goods. Party B shall submit equipment delivery list and relevant documents to Party A.

 

²Party B shall inform Party A 24 hours before the arrival of the goods at designated place of Party A to ensure Party A has sufficient time to arrange the acceptance of the equipment. Party B shall also inform the arrival of the goods to Party A. Party B shall be liable for the risks arising before the goods are delivered to Party A.

 

²Party A shall, within seven working days, carry out arrival inspection, confirmation and receipt signature for the equipment delivered by Party B according to relevant regulations. In the event that the appearance and specification of the goods fails to conform to relevant requirements or Party A has any objections to quality of the goods, Party A shall issue a written notice to Party B within seven working days upon the arrival of the goods. In such cases, Party B shall handle and feedback to Party A in time. No refusal and delay are permitted. The absence of written objection notice would be deemed as completion of the equipment delivery.

 

2)Installation and Commissioning of Equipment:

 

²Within the scope of the terms and conditions of this contract, Party B shall arrange installation and commissioning for the equipment according to designated requirements of Party A, and submit equipment delivery list and relevant documents to Party A.

 

²Party A shall make fundamental environment and required conditions for the installation of the equipment in time.

 

²Party A shall confirm the equipment deployed by Party B within seven working days. In case of any objections to equipment deployed by Party A, Party A shall, within seven working days, issue a written notice to Party B. In such cases, party B shall arrange amendment and improvement for the installation and deployment of the equipment. No delay or refusal of Party B would be accepted. The absence of written objection notice would be deemed as completion of the equipment installation and commissioning.

 

 10 / 14 

 

 

3)System Deployment:

 

²In accordance with the terms and conditions of this contract, Party B shall arrange installation and deployment of the system according to designated requirements of Party A, and submit equipment delivery list and relevant documents to Party A.

 

²Party A shall confirm the software functions deployed by Party B within seven working days. In case Party A has any objections to the software system installed and deployed by Party B, Party A shall, within seven working days, issue a written notice to Party B. In such cases, Party A could require Party B to arrange amendment and improvement for the software functions. No delay or refusal of Party B would be accepted. The absence of written objection notice from party A would be deemed as completion of the deployment for the system.

 

4)Acceptance Check for Sub-systems of the Project

 

²On the basis of the scope and commitments about sub-systems described in the tender and bid documents of the Project, and the specification documents, technical indicators, quality indicators and other Project information in the Project List and Software Function Confirmation Letter confirmed by both parties, Party B shall prepare relevant acceptance check documents for the Project according to technical requirements of Party A and regulations in applicable national standard or industry standard. These acceptance check documents should be submitted to Party A, who would take them as the basis for the acceptance check of the Project.

 

²At the time of acceptance check for sub-systems, both Party A and Party B should present at the site. Acceptance check result report should be issued upon the completion of the acceptance check, which shall be confirmed by signatures and seals of both parties.

 

²Party B shall arrange professional training for Party A. Party A shall arrange and organize its personnel to participate in professional training programs arranged by Party B. The training contents shall cover the application, maintenance and operation of the system.

 

²After the input of typical data of users, the software system shall run normally and the output data should be correct.

 

 11 / 14 

 

 

5)Overall Acceptance Check of the Project

 

²As the final stage of project construction, project acceptance will be initiated after Party B completes equipment delivery, equipment installation and commissioning, software system deployment and trial operation. Party A organizes relevant personnel to perform acceptance check for the overall operation status of the Project.

 

²On the basis of the scope and commitments described in the tender and bid documents of the Project, and the specification documents, technical indicators, quality indicators and other Project information in the Project List and Software Function Confirmation Letter confirmed by both parties, Party B shall prepare relevant acceptance check documents for the Project according to technical requirements of Party A and regulations in applicable national standard or industry standard. These acceptance check documents should be submitted to Party A, who would take them as the basis for the acceptance check of the Project.

 

²At the time of acceptance check, both Party A and Party B should present at the site. Acceptance check result report should be issued upon the completion of the acceptance check, which shall be confirmed by signatures and seals of both parties.

 

²Party B shall arrange professional training for Party A. Party A shall arrange and organize its personnel to participate in professional training programs arranged by Party B. The training contents shall cover the application, maintenance and operation of the system.

 

²After the input of typical data of users, the software system shall run normally and the output data should be correct.

 

12Liabilities for Breach of Contract

 

12.1Within the scope of the Contract, Party B shall supply goods in accordance with the Project List and Software Function Confirmation Letter. Party A’s rejection of goods without any just cause and written rejection notice would be deemed as Party A’s breach of contract. In such cases, Party A shall pay liquidated damage at the amount of 5% of the value of the goods rejected.

 

12.2After completing any staged work specified in the Contract, Party B shall send an official notice to Party A. If Party A fails to pay any contract price to Party B without any reasonable cause, Party A shall pay the liquidated damage at the amount equivalent with 0.05% of the overdue amount for each day delayed. In case the overdue period is more than 20 working days, Party A would be deemed as breach of contract. In case of breach of contract of Party A, Party A shall pay Party B a liquidated damage at the amount of 5% of the total contract value. If Party B's loss exceeds the liquidated damages, Party A shall continue undertaking the compensation liability.

 

 12 / 14 

 

 

12.3In the event that Party A fails to provide the basic facilities and required conditions for the installation of the equipment and system, or fails to settle the contract payment in time and in full amount according to terms and conditions of the Contract, Party A shall be liable for relevant liabilities and consequences, including loss of Party B arising from delay in the project progress caused by such failure of Party A.

 

12.4In the event that Party B fails to deliver goods on time for reasons other than fault of Party A, Party B shall pay liquidated damage at the amount of 0.05% of the amount of the delayed goods. Party B would be deemed as breach of contract if it fails to deliver the goods for more than 20 working days after the due date specified in the Contract. In case Party B has such behaviors in breach of contract, Party B shall pay Party A a liquidated damage at the amount of 5% of the total contract amount.

 

12.5If the variety, model, specification, technical parameters and quality of goods delivered by Party B fail to conform to provisions of the Contract and standards specified in the Goods Demand List of the tender document, Party A has the right to reject the goods. If Party B agrees to replace the goods but delays in the delivery, Party A would handle according to provisions about delay in delivery. In case Party B refuses replacing goods, Party A has the right to terminate the Contract without the consent of Party A. Written notices should be used in such process as basis.

 

13Handling of Force Majeure Events

 

13.1In the term of the Contract, the performance period could be postponed if either party fails to perform the Contract due to the occurrence of any force majeure event. The period postponed should be same with the influencing period of the force majeure event.

 

13.2After the occurrence of such event, the affecting party shall inform the other party immediately, and send certificate issued by relevant authorities.

 

13.3If the force majeure event continues for more than 120 days, both parties shall make decision about whether to continue performing the Contract through friendly negotiation.

 

 13 / 14 

 

 

14Supplementary Rules

 

14.1Any dispute in connection with the Contract or relevant affairs should be first settled through friendly negotiation. In case no consensus could be reached through negotiation, the dispute should be submitted to the arbitration agency or People’s Court at the place of Party A for arbitration or judgment.

 

14.2       Without the consent of Party B, Party A shall transfer any rights and obligations under the Contract to any third party.

 

14.3       Modifications and changes to the Contract: Both parties can only amend the Contract through written document signed by both parties.

 

14.4       The Contract shall become effective after the signature of the legal representatives or authorized representatives and official seals of both parties.

 

14.5       Any unmentioned affairs of the Contract should be implemented according relevant clauses in the Contract Law of the People’s Republic of China.

 

14.6       The Contract should be made out in six copies, each party shall keep three copies, all of which shall have same legal force.

 

152. Schedule of the Contract

 

Schedules: Project List, Description for the Functions of Application Software

 

Party A: Wuhan New Port Management Committee

(Seal)

 

Signature:

 

Signature Date: July 18,2017

 
   

Party B: Zhuhai PowerBridge Technology Co., Ltd

(Seal)

 

Signature:

 

Signature Date: July 21,2017

 

 

 14 / 14