BUSINESS COOPERATION
AGREEMENT
This Business
Cooperation Agreement (this “ Agreement” ) is
dated March 25, 2009, and is entered into in Beijing, China between
Gold Rock Resources Inc., a Nevada corporation (“ Party
A ”), and Beijing RainEarth Technology Co. Ltd., a
company incorporated under the laws of the PRC, located at No.1
SanLiTun, East, Chaoyang District, Beijing, China 100027 (“
Party B ”).
RECITALS
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Party A is a
company incorporated under the laws of the Nevada, which has the
expertise in the business of marketing, financing and business
development of Chinese entities.
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Party B is a
company incorporated in Beijing, China, and is an emerging new
technology company, which has leading technology on the research
and development, manufacturing and application of Hollow Fiber
Mambrane Materials, especially in the medical industry in China
(the “Business”);
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Party A desires
to provide marketing support, business support and related
consulting services and relevant services to Party B, for
compensation, and Party B agrees to accept such
services.
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The Parties are
entering into this Agreement to set forth the terms and conditions
under which Party A shall provide services to Party B.
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NOW THEREFORE, the Parties agree as follows:
1.1
In this Agreement the following
terms shall have the following meanings:
“ Affiliate, ” with respect
to any Person, shall mean any other Person that directly or
indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition,
“control” shall mean possession, directly or
indirectly, of power to direct or cause the direction of management
or policies (whether ownership of securities or partnership or
other ownership interests, by contract or otherwise).
“ Consulting Services Fee ”
shall be as defined in Clause 3.1.
“ Indebtedness ” shall mean,
as to any Person, without duplication, (i) all indebtedness
(including principal, interest, fees and charges) of such Person
for borrowed money for the deferred purchase price of property or
services, (ii) the face amount of all letters of credit issued for
the amount of such Person and all drafts drawn thereunder, (iii)
all liabilities secured by any Lien on any property owned by such
person, whether or not such liabilities have been assumed by such
Person, (iv) the aggregate amount required to be capitalized under
leases under which such Person is the lessee and (v) all contingent
obligations (including, without limitation, all guarantees to third
parties) of such Person.
“ Lien ” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or
other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice
filed under recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).
“ Person ??shall mean any
individual, corporation, company, voluntary association,
partnership, joint venture, trust, unincorporated organization,
entity or other organization or any government body.
“ PRC ” means the
People’s Republic of China.
“ Quarterly Date ” shall mean
the last day of March, June, September and December in each year,
the first of which shall be the first such day following the date
of this Agreement; provided that if any such day is not a business
day in the PRC, then such Quarterly Date shall be the next
succeeding business day in the PRC.
“ Services ” means the
services to be provided under the Agreement by Party A to Party B,
as more specifically described in Clause 2; in this Agreement a
reference to a Clause, unless the context otherwise requires, is a
reference to a clause of this Agreement.
1.2
The headings in this Agreement shall
not affect the interpretation of this Agreement.
2.
RETENTION AND SCOPE OF
SERVICES
2.1
Party B hereby agrees to retain the
services of Party A, and Party A accepts such appointment, to
provide to Party B services in relation to the current and proposed
operations of Party B’s business in the PRC upon the terms
and conditions of this Agreement. The services subject to this
Agreement shall include, without limitation:
(a)
General Business
Operation . Advice and
assistance relating to development of marketing and provision of
consultancy services, particularly as related to the
Business.
(i)
Advice and assistance in relation to
the staffing of Party B, including assistance in the recruitment,
employment of management personnel, administrative personnel and
staff of Party B;
(ii)
Training of management, staff and
administrative personnel;
(iii)
Assistance in the development of
sound payroll administrative controls in Party B;
(iv)
Advice and assistance in the
relocation of management and staff of Party B;
(v)
Marketing and other related
advice;
(c)
Research and
Development .
(i)
Advice and assistance in relation to
research and development of Party B;
(ii)
Advice and assistance in strategic
planning;
(d)
Guaranty . Party A shall take such action as
may be reasonably required to raise up to RM 136 million ($ 20
million U.S.) of Party B's financial obligations; and
(e)
Other . Such other advice and assistance as
may be agreed upon by the Parties.
2.2
Exclusive Services
Provider . During the
term of this Agreement, Party A shall be the exclusive provider of
the Services. Party B shall not seek or accept similar services
from other providers unless the prior written approval is obtained
from Party A.
2.3
Intellectual Properties Related
to the Services . Party A
shall own all intellectual property rights developed or discovered
through research and development, in the course of providing
Services, or derived from the provision of the Services. Such
intellectual property rights shall include patents, trademarks,
trade names, copyrights, patent application rights, copyright and
trademark application right