EXECUTIVE SEARCH SERVICE AGREEMENT

　 Between

　______________________________

　-         Hereinafter referred to as “Client”

　And

　_____________________________

　-         Hereinafter referred to as “Recruiting Company”

　Whereas:

　1. The Client needs professional service from the employment agency regarding searching for suitable candidates for the positions that the Client may assign.

　2. The Recruiting Company is legally licensed and qualified for offering a range of referral & recruitment services for the positions that the Client may assign.

　3. The Client agrees to engage and the Recruiting Company agrees to accept the engagement to provide intermediation service under the terms and conditions stipulated herein.

　The Client or Recruiting Company shall be referred to as “One Party” respectively and “the Parties” collectively.

　Now therefore, the Parties agree as follows:

　1. Scope of Service

　With respect to each position that the Client may assign, the Recruiting Company shall provide all the services prescribed as follows:

　(a)    Identifying suitable candidates according to the candidates’ profile provided by the client

　(b)    As far as the capability of the Recruiting Company reasonably allows, providing assessment of the candidate’s suitability for the position and all other information concerning these candidates that is relevant for the client’s consideration for appointing the candidates.

　(c)    Interviewing of the candidate before for appointing the candidates

　(d)   Reference checks upon Client’s request

　(e)    Replacement of failing candidates

　(f)     Providing relevant consulting service

　2. Entitlement to Service Fee and Payment Terms

　Only those candidates the Recruiting Company introduces to the Client by resumes on Client’s explicit request will be deemed a candidate referred by the Recruiting Company. If the Client hires such a candidate within a period of 3 months from the initial introduction, it shall be treated as a successful referral which is entitled to the service fee. The following referrals shall not be entitled to the service fee:

　(a)    Referrals for the positions the Client hasn’t explicitly assigned to the Agent;

　(b)   The Client can prove that the candidate is identified by one of its employees or any third party through other channels without knowledge of the Agent’s introduction or was identified before such an introduction was made.

　The entitlement to the service fee shall be on contingency basis, which is effected by the duly conclusion of the employment contract between the Client and candidate referred by the Recruiting Company within a period of 3 months from the initial referral. The service fee will be a fixed percentage, in the amount of ____% of the Annual Remuneration for the first year of the successful candidate’s employment with the client as agreed in the employment contract duly entered into by and between this candidate and the Client. Each referral shall not be subject to any advance payment or deposit. A free replacement guarantee period is provided on every placed candidate.

　If ____% of the candidate first year guaranteed gross salary falls below RMB___, then the service provider will charge a minimum fee of RMB____.

　If the Client introduces or recommends a candidate referred by the Recruiting Company to a third party and such an introduction results in the employment of the candidate by that third party, the Client agrees to pay the above mentioned fee.

　Any costs or expenses incurred to the Recruiting Company or candidate or any third party by the failing referrals shall not be reimbursed by the Client.

　Invoice or payment notice of the service fee payable by the Client will be issued upon the commencement of successful candidate's placement day (on board day). The Client shall pay the service fee within 30 calendar days from the date of the Client’s receipt of the invoice or payment notice.

　The Recruiting Company cannot charge any expense on top of the above mentioned service fee unless the client has given written approval before the expense incurs.

　In the event that the payment rendered in respect of any invoice(s) under this agreement exceeds the total amount stated in such invoice(s), or in the event of any duplicated payment in respect of such invoice(s), the party receiving payment shall immediately notify the party which rendered such payment and shall take all necessary steps to repay the full balance of the excess payment or duplicate payment (as the case may be) to the party which rendered payment as soon as practicable. The party which received payment shall not under any circumstances be entitled to set off any excess payment or duplicate payment against any other sums due or owed by the party which has rendered payment whether due under this agreement or otherwise.

　3. Term of Service

　This agreement shall commence on the date this agreement is signed. Any extension of the term shall be effected by execution of written agreement thereon by the Parties.

　The Client is entitled to rescission of this Contract by sending a 30 days’ written notice to the Recruiting Company.

　4. Warranty and Guarantee:

　Where a candidate commences work and the appointment is terminated within 3 months of start date, for whatever reason (except in cases of redundancy or restructure), the service provider should have responsibility and obligation to repeat the assignment at no any additional cost.

　Unless the Recruiting Company receives the Client’s consent, within the contract period between the Client and the Recruiting Company, the Recruiting Company cannot approach any of the employees of the Client for any other job opportunity. It will never approach that particular candidate again for other job opportunities as long as he/she is still under the employment of the Client.

　The Recruiting Company is responsible for ensuring its recruitment services business is operated according to all relevant laws of the People’s Republic of China and the Client is not liable for any of the liabilities arising from any laws violation of the Recruiting Company.

　Each Party warrants to the other that it has full power and authority to enter into and perform this Agreement, and to the best of its knowledge, that its entry into and performance of this Agreement will not infringe the rights of any third party, including but not limited the intellectual property right of third party, or breach any obligations to any third party which may jeopardize its ability to perform this Agreement.

　Either Party agrees not to refer to the other in the press or for promotional purposes, or for the purpose of informing or influencing any other third party, without the other’s prior written consent. Without Client’s prior written consent, the Recruiting Company is not entitled to use any trademark or business name of Client, as well as its associated companies, in any case.

　5.      Terms of Confidentiality

　Any data or information received by the Recruiting Company before and/or during the effective period of this agreement and after the termination or expiry of this agreement, including but not limited to data and/or information, financial, business, record, report, correspondence, fax, and any other affairs of the Client whether verbal or written shall be treated as confidential and the Recruiting Company agrees not to directly, indirectly, actively, passively, partly, and/or wholly reveal of disclose to any third party unless withholding of information requested by authorities is illegal, upon the Client’s request, the Recruiting Company has the duty to return all information and data, received from the Client before and during the effective period of and/or extended period of this agreement, to the Client upon the expiry of this agreement or the date which the termination of this agreement takes effect. The Recruiting Company agrees to implement security measures that are designed to safeguard information of the Client.

　6.      Indemnification and Liability Limitation

　One Party (“Indemnifying Party”) shall be liable for and shall indemnify the other against any and all claims, liabilities, losses and expenses (including legal expenses) incurred by the other which arise out of the Indemnifying Party’s breach or default of any agreements, warranties, undertakings and covenants under this Agreement.

　7.      Applicable Law and Venue

　The formation, validity, performance and interpretation of this agreement and of each clause and thereof shall be governed by the laws of the People’s Republic of China.

　All disputes in connection with or arising out of this Agreement shall be settled through friendly negotiations. Failing that either Party may resort the dispute to China International Economic & Trade Arbitration Commission Shanghai Sub-Commission for arbitration in accordance with its arbitration rules in effect at that time. The arbitration award should be final and binding upon both parties. The arbitration cost and the reasonable lawyer fee sustained by the prevailing party shall be covered by the party decided to be liable by the arbitration award.

　8.      Miscellaneous

　This Agreement cannot create the relationship of partnership, co-operation or agency or empower any Party to act for, bind or otherwise create or assume any obligation on behalf of the other.

　Rights and obligations as set forth under this Agreement may not be assigned without consent of the other Parties.

　Amendments to this Agreement, in particular to this clause, have to be in writing. This Agreement contains the entire agreement between the parties concerning the subject matter hereof.

　This Agreement has been prepared in two original copies in English version. Each Party shall retain one copy.

　This Agreement shall come into effect upon the signing thereof by the parties hereto.

　Legal Representative or

　Authorized Representative:  ____________

　Title: ____________________

　(Stamp)

　Authorized Representative:  ___________

　 Title: ____________________