China Centric Associates Standard Business Terms for Intelligence Desk
These Standard Business Terms (“Terms”) shall govern the services provided by China Centric Associates Industrial Management (Hong Kong), Ltd. (including affiliates, hereinafter collectively referred to as “CCA”) and defined in the client proposal (“Proposal”) to which these terms are attached. These Terms, together with the Proposal, and any attachments defined in the Proposal, constitute the entire agreement between CLIENT (including affiliates, hereinafter collectively referred to as CLIENT) and CCA regarding the engagement. The Terms and Proposal may be amended or changed only in writing when signed by both parties. Where these standard terms conflict with specific negotiated agreements related to specific projects and documented in the executed proposal, the Proposal will govern.
Section 1. Fees, Expenses and Payment Terms
The fee is due when the question is submitted. CCA will fully refund the fee paid if the CLIENT is not satisfied with the answer. The return request will be processed within 5 business days after receiving the request. The refund delivery time will depend on the bank processing time.
Section 2. Definition of Delivery time
CCA will deliver the answer within 48 hours after CCA confirms the receipt of the question via email or phone and clarifies the question with the CLIENT. CCA reserves the right to reject the question from the CLIENT without giving explanation.
Section 3. Confidentiality
See attached Non-Disclosure Agreement (if appropriate and/or required)
Section 4. Scope of work
The answer is limited to below scope. If the question is out of this scope. Please consult with CCA first.
--output/sales of certain type product
--input/export of certain type product
--Futures prices of certain type product
--Catalogue of industries encouraging foreign investment
-- Negative list of access to foreign investment
-- Rate of taxation
--Industrial and commercial registration
Section 5. Intellectual Property Ownership and Rights of Use
Intellectual Property (“IP”) without limitation includes all property in and rights under patent, copyright, conceptual solutions, design rights, designs, business names, trade names, trademarks, service marks and any other form of intellectual property right, processes or know-how.
IP owned by either party on the date of the acceptance of Proposal (“Background IP”) will remain the exclusive property of the owning party.
CCA’s business derives from project specific expertise, skills and knowledge base, which CCA is constantly expanding. Accordingly, CCA’s duty is one of confidentiality rather than exclusivity. IP in the CCA Knowledge developed by CCA arising from or related to the Services (“Contract-Specific IP”) will be exclusively owned by CCA.
Section 6. Warranty
CCA warrants that the Services shall be performed with reasonable care in a diligent and competent manner. CCA’s sole obligation shall be to correct any non-conformance with this Agreement, provided that CLIENT gives CCA written notice within thirty (30) days after the non-conformance is identified, but not to exceed a period of 180 days after Services are performed.
Section 7. Risk Allocation
CCA’s total liability relating to this Agreement shall in no event exceed the fees CCA was paid by the CLIENT. CCA is not liable for any special, consequential, incidental or exemplary damages or loss (nor any lost profits, savings or business opportunity) and, to the extent that CLIENT has contributed to its own loss, the amount CLIENT may recover from CCA, regardless of grounds or nature of the claim asserted against CCA, will be reduced to reflect CLIENT’s share in the responsibility for the loss.
Section 8. Personnel
During the term of this Agreement, and for a period of two (2) years following the expiration or termination hereof, neither party will actively solicit the employment of the personnel of the other party involved directly with providing Services hereunder.
Section 9. General
Neither party shall use the other party’s name, trademarks, service marks, logos, trade names and/or branding without such party’s prior written consent. Notwithstanding anything herein to the contrary, CCA may reference or list CLIENT’s name and/or a general description of the Services/project.
Neither party shall be liable for any delays or failures in performance due to circumstances beyond its reasonable control.
This Agreement may not be assigned or transferred without the prior expressed written consent of the other party. Either party may assign this Agreement to any of its affiliates. CCA may use subcontractors to perform the Services.
Any notices given pursuant to this Agreement shall be in writing, delivered to the address set forth in the Statement of Work, and shall be considered given when received.
Section 3 through 9 of these Terms shall survive the expiration or termination of this Agreement.
Unless otherwise defined in the Proposal, the internal laws of the State of Ohio shall govern this Agreement.
SHANGHAI ZHUHAI HONG KONG TAIPEI CLEVELAND