Project System Consultation and Implementation Agreement Reference Number: Party A: Party B: Place of Signature: Date of Signature: 1This System Consultation and Implementation Agreement (hereinafter the Agreement) is entered into the ( )day of ( ) 200(), in ( ) city, between: Party A: Address: Legal Representative: Telephone Number: Facsimile Number: Party B: Address: Authorized Representative: Telephone Number: Facsimile Number: The parties concluded the Software License Agreement (hereinafter the License Agreement) the ( ) day of ( ) 200(). Party B has granted Party A the License to use the specific software in accordance with the License Agreement. The two parties, through friendly consultations, agree to enter into this Agreement for consultation and implementation service under the terms and conditions set forth as follows: 1. Definition In this Agreement the following expressions shall unless the context otherwise specified have the following meanings: 1.1 “Consultation and Implementation” means the professional service provided by Party B for the purpose of using the Software in Party As business systems. Party Bs consultants will instruct Party A in making reasonable business resolution scheme, data preparing scheme, regulations of workflow and working regulations; 2Party B will also instruct Party A in system switching and in solving problems occurring in the process of system switching; in the process of consultation and implementation, Party B will also provide project management service. 1.2 “Work Task Schedule” means the Schedule which is an appendix I of this Agreement for Party As ( ) project, which shall be agreed upon during the blueprint. The scope of consultation and implementation, objectives of consultation and implementation, plans of consultation and implementation, steps of consultation and implementation and tasks of the working group are specified in the Schedule. 1.3 “Modification Notice” means the modification documents which are confirmed in writing by the project managers of both parties. Such documents shall be appendixes of the Schedule. 1.4 “Consultants” mean personnel which are appointed by Party B to provide consultation and implementation services to Party A in accordance with this Agreement. 1.5 Delivery of Works” means the delivery of the works of consultation and implementation by Party B after having achieved the objective of each phase or final objective stated in the Schedule 1.6 “Confidential Information” means this Agreement, appendix, supplementary documents, software, software listings, documents, information, data, drawings, benchmark tests, technical specifications, trade secrets and proprietary information which is marked “Secret” and is supplied by one party to the other party (including all specified confidential information which are found in any contracts signed by the Parties before or after the signing of this Agreement). 2. Consultation and Implementation Service As agreed by the parties, Party A entrust Party B to provide consultation and implementation services for the Software of this project, and Party B accept this task to provide such services. The planed implementation date is set on （）. Blueprint 3should be provided before （）which must be agreed by both parties. At date of acceptance of implementation, all requirements, as Appendix 2 or hereafter the agreed blueprint, should be fully met. 3. Scope of Consultation and Implementation Service 3.1 The scope of consultation and implementation and the works of consultation and implementation shall be specified in the Schedule. The Schedule may be modified by modification notice. The modification notice will be an appendix of the schedule upon the signatures of project managers of both parties. Unless otherwise agreed in this Agreement, in case of conflict between the Schedules and this Agreement, the latest agreed Schedule shall prevail. 3.2 Party B shall provide Party A with installing, testing, training and supporting services for the Software. If Party A needs any service outside the scope of the Schedule, Party A shall, through negotiation, conclude a supplementary agreement on such maters with Party B. 4. Responsibilities of Party B 4.1 Party B shall perform its obligation strictly in accordance with this Agreement and provide consultation and implementation services in accordance with the Schedule. 4.2 Unless otherwise agreed by the parties in writing, Party B will provide consultation and implementation services only for the Software which Party B has authorized Party A to use. Party B will have no responsibility to provide services for any third partys software. At party As request, Party B may conclude a service agreement on the aforesaid services through consultation. 4.3 Subject to the requirements of the Schedule being satisfied and the professional and technical requirements of methodology of carrying out the works being satisfied, Pa