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Cooperation Agreement Formatted: Centered

Formatted: Font: 14 pt

This partnershipCooperation Aagreement (hereinafter referred to as the “Agreement”) was made and Formatted: Font: Not Bold

signed on (dd/mm/yyyy) …. 2019 by and between : Formatted: Font: Not Bold


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Formatted: Highlight
I. Party A : We / The Company The counterparty
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Registered Address : Formatted: List Paragraph, Numbered + Level: 1 +
Numbering Style: I, II, III, … + Start at: 1 + Alignment:
Contact Number : Right + Aligned at: 0.25" + Indent at: 0.5"
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and Formatted: Indent: Left: 0.5"


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II. Party B : The Counterparty We / the Company Formatted: Font: 11 pt
Registered Address : Formatted: List Paragraph, Line spacing: 1.5 lines,
Numbered + Level: 1 + Numbering Style: I, II, III, … + Start
Contact Number : at: 1 + Alignment: Right + Aligned at: 0.25" + Indent at:
0.5"
Formatted: Font: 11 pt
The Party A and the Party B are hereinafter referred to as “Parties” and each is called “Party” Formatted: Indent: Left: 0", Hanging: 0.56", Line spacing:
1.5 lines, Tab stops: 0.5", Left + Not at 1.5"
In order to promote the healthy development of both parties' businesses, Party A and Party B Formatted: Indent: Left: 0", Hanging: 0.5"
have reached an agreement on the principle of "equality, mutual benefit, common development, and Formatted: Font: Bold

mutual complementarity" through friendly negotiations. Both parties are committed to abide by the Formatted: Font: Bold
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terms of this agreement。
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1. Definition
“SMC”: Party A will guide users in application to jump into Apps Home Page and then
complete the user application information included all of the privacy information (full name,
phone number, ID number, front and back side of ID Card, Holding ID Card Photo, Education
level, Reason of Loan, Monthly Income, and Religion) or binding phone information this
will also counted as API Submission results (one SMC) that were obtained through Statistics
tool or Link that was already agreed by 2 parties. Following the link statistics tool, Party B
will provide statistical screenshots of the proposed promotional modes. Both parties agreed
to settle the statistical report at the end of the month according to Party B’s time zone UTC+0.

2. Cooperative Contents
1. Party B accepts the entrustment of Party A to provide certain supplementary and
assistance services for Party A's risk control system.
2. Cooperation between both Parties involved in this cooperation agreement is a non-
exclusive cooperation。
2.1 Both parties need to guarantee true data report. Unless explicitly agreed otherwise in writing
between the parties, in case of any discrepancy between Party B and the Party A,both party
shall issue to settle the problem within (3)days after the data reporting date. If the problem can’t
be solved or settled within the specific date, the date will be counted as a default data.

3. All of the loan application progress will be done from Party AB Apps Home Page,
included user submitting loan application, binding bank account information, face
recognition, user loan payment.

3. Party A's Rights and Obligations


1. Party A shall ensure that it has legal lending qualifications or engages in loan matching
services. The interest rate of the products to be cooperated, the method of charging, the
source of funding, and the objects to be paid must comply with relevant state regulations.
2. Party A shall clarify to Party B the standards of loan products/services (hereinafter
referred to as “products”) and its loan applicants provided by Party A, and ought to
promptly update relevant information to Party B.
3. Party A has full approval authority over the application of the loan applicant, and does
not involve Party B.
4. Party A shall promptly report to Party B the approval result of the actual loan
application.
5. If Party A rejects a loan application that does not meet Party A's requirements, Party
A shall report the reason for rejection to Party B in order to facilitate the improvement
of the customer.
6. Any disputes arising from Party A's approval results, lending matters, loan matching
services, etc., the loan applicant shall be handled by Party A itself and not related to
Party B.
7. For the same product, Party A must not discriminate against the application
recommended by Party B.
The discriminatory policy means that the borrower's application for Party A's products
through the platform of Party B is obviously in a disadvantageous position compared
with the application of Party A's products directly on the relevant websites, APPs, and
WeChat public platforms of Party A. including but not limited to:
a. Party A generally uses higher rates, interest rates, or lower limits for borrowers
recommended by Party B.
b. Party A adopts a more demanding loan resumption policy or loan resumption policy
for the borrower recommended by Party B.
c. The loan applicant recommended to by Party B expressly or impliedly obtains better
treatment in the follow-up if they apply through the relevant websites, APP, and
WeChat public platforms of Party A.
d. The loan applicant recommended to Party B expressly or implicitly should abandon
Party B’s application for Party A’s product on Party B’s platform.
8. Party A shall not direct users to Party A's websites, APPs, WeChat public accounts, etc.
through Party A's control channels through SMS, telephone, etc.
9. If Party A needs to adjust the type of product, application conditions, etc., it shall notify
Party B with a prior seven working days’ notice so that Party B can make update.
10. If Party A obtains the relevant information of the borrower under this Agreement, it
shall ensure that it has obtained sufficient authorization from the borrower and only use
the information of the loan applicant in the process of this product.
11. If Party A’s products have operating activities such as interest rate concessions, Party
A shall promptly notify Party B so that Party B can cooperate with Party A’s operating
activities.

4. Party B's Rights and Obligations


1. Party B shall ensure that it has the legal qualifications to perform the relevant business
described in this agreement.
1.
2. In the case that the loan applicant authorizes, Party B assists Party A and provides
supplementary information related to the loan application confirmed by both parties. For
the user's readme and verification information checked by Party A in the back-end
system provided by Party B, Party B shall ensure the integrity of the data.
3. The supplementary information provided by Party B to Party A's loan applicants is
based on the fact that the loan applicant voluntarily fills in or authorizes it to be obtained
from a third party institution, and Party B does not bear the ultimate responsibility for
the authenticity of the data of the loan applicant. Party B has the right to adjust the
functional strategy in the background system provided to Party A. Party B will notify
in the background system. If Party A does not accept Party B's above adjustments,
Party A has the right to negotiate with Party B to terminate the business after receiving
Party B's adjustment strategy notice. However, if Party A fails to raise an objection to
Party B within 5 days from the date of notification by Party B, it is deemed that Party
A accepts the adjustment of Party B.
4. Party B will not participate in and influence Party A’s approval work. Due to the failure
of the loan applicant to repay the loan on time or dispute with Party A regarding the
business, Party A shall solve the matter by itself and not be related to Party B. Party B
may not use the resources provided by Party A under this Agreement to provide
services to Party A under the terms of this Agreement. It shall be used to engage in
activities other than the promotion of this business, customer promotion or customer
service quality control.
5. Party B’s quotations will be adjusted based on actual conditions. If there is a price
change, Party B will inform Party A by oral / written of the adjusted price with a prior
14 days’ notice;If Party A does not give feedback on price adjustment within 5 working
days after Party B informs, it is deemed that Party A agrees to adjust the price;If both
parties cannot agree on price adjustment, both parties have the right to terminate this
agreement.
6. Party A agrees that Dduring the period of cooperation between the twothe parties, Party
B may use party name, trademark or logo for the purpose of fulfilling this agreement, or
invoking Party A's product or service as an example and indicating the names of both
parties for the purpose of promotion and trademarks or logos with prior notification and
consent of the Party A.. Commented [R1]: The Trademark and logos owned by
Party A, therefore the Party B shall notify the Party A if the
Party B wants to use the trademark and logo for promotion
5. Payment and Cost Terms
etc.
1. Party BA shall make a prepayment to Party AB with the amount of 3.000 USD, and
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Party AB shall issue equal invoice after payment from Party BA. During the period of Formatted: Font: Bold, Font color: Text 1
validity of the agreement, Party AA shall apply for renewals when the balance is less Formatted: Font color: Text 1

than 500 USD, and the amount of recharge shall not be less than 3.000 USD each time.
If, due to other things such as operational restrictions that resulted the company unable
to operate anymore, then based on the agreement of both parties, after the deduction of
taxes and other operational costs, Party A Party B will return the remaining deducted
prepaid funds to Party BA.

2. Payment methods

All payments by Party BA to Party AB under this Agreement shall be paid in United

States dollars (“USD”) . If any currency conversion shall be required in connection with

the payment of any royalties hereunder, such conversion shall be made by using the

exchange rate for the purchase of U.S. dollarsUSD written in the given Invoice by

Party AB. Party AB will not be responsible to pay for any payment of such taxes or

other amount required by Applicable Laws to be deducted from any payment due under

this Agreement, including any tax or withholding levied by a foreign taxing authority in

respect of such payment. Other payment methods provided were such as:

1. Bank wire transfer which be paid in Indonesian Rupiah (IDR) to

Indonesian Company bank account or Indonesian Personal bank account.


3. Cost :

1. Party AB will guide users in application to jump into Apps Home Page and then
complete the user application information included all of the privacy information,
company information, bank account, phone contact information, this will count as
one SMC, the results were obtained through Statistics tool or Link that was already
agreed by 2 parties. Following the link statistics tool, Party AB will provide
statistical screenshots of the proposed promotional modes. Both parties agreed to
settle the statistical report at the end of the month according to Party AB time zone
UTC+0.

2. According to both parties agreed on the pricing for 1 (one) SMC will be settled by
0.01 USD (0.01$/SMC) paid to Party A and included to all new user loan
application or repeated user loan application.

6. Confidentiality Clause/Privacy Policy

1. Party A can only use Party B's loan applicant information for its own related products, and

it must not disclose any information to the third party (except as required by law) of the

borrower's applicant.

2. Any party to this agreement shall have the obligation to keep confidential the cooperation

information and trade secrets that the other party has not known to the public in the course

of cooperation. Unless otherwise provided by law, neither party shall disclose it to the other

party without written permission from the other party. The tripartite party may not be used

for any purpose other than this cooperation project, otherwise it shall bear the liability for

breach of contract and compensate for the loss.

3. Both sides should establish information and security protection mechanisms for technology

and systems to prevent information leakage. Responsibility for the leakage of information

caused by one's own cause or all consequences and losses caused by a third party。

4. The confidentiality obligations stipulated in this article shall continue to be binding after the

termination or early release of this agreement.

7. Intellectual Property
1. All intellectual property including but not limited to the logo and trademark as mentioned in
the Article 4 point 6, will be the property of Party A.
2. Intellectual property as referred to in point 1 of this Article cannot be used by the Party B
or other parties without any prior consent of the Party A.
3. Party A guarantees that everything contained in the name of Party A’s trademark or logo
does not violate the trademark or logo of any party.
4. Party A hereby releases the Party B from any claim arising from any Party related to
Trademark ownership in point 3 of this Article.

7.8. Agreement period

1. This agreement will take effect on the date __ on which both parties sign and seal and

terminate on __.

2. When the agreement expires, if the parties have no objection, they can continue to cooperate

on the matters stipulated in this agreement, and the agreement is automatically extended for

one year.

3. Except as otherwise provided in this agreement, either party shall have the right to terminate

this agreement with a prior one-month notice without any liability, but both parties shall

perform all rights and obligations that have occurred before such termination.

4.3. Party A and Party B confirm that the following address is the address for receiving the

notification:
Party’s A :
Registered Address :
Contact Person :
E-mail :
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Party’s B :
Registered Address :
Contact Person :
E-mail :

‘Either party shall send the address of the above party to the address of the other party by

Express mail or registered mail, and the other party shall sign the delivery on the 5th day

after the signing or delivery (whichever occurs first). If one party's service address changes,

it shall promptly notify the other party in writing. Otherwise, the above address (or original

address) is still treated as a real effective address.

4.

5.

9. Force Majeure
1. Each Parties are not liable for the delay or failure to fulfill the rights and obligations
caused by the following matters:

a. Natural disaster, fire, earthquake, flood, landslide;

b. An epidemic disease;

c. War, civil war, rebellion, riots, lootings, sabotage, bombings, disturbance as the result

of terrorism act;

d. Company take over or confiscation by the Government or the authority; and/or

e. The enforcement or amendment of laws and regulations;

(together referred to as the ”Force Majeure”) all which have a direct effect toward the
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implementation of the terms and conditions of this Agreement.

2. The Party who experienced Force Majeure shall take reasonable measures as an effort to

fulfill its responsibility in accordance to this Agreement.

3. On the event where a Party experiencing Force Majeure, soon after taking maximum

measurements and still is unable to fulfill the terms and conditions in the Agreement,

therefore the Parties shall conduct a negotiation to resolve the problem for the best solution

for both Parties.

10. Termination of Agreement

1. If the Parties at any time, intends to terminate the Agreement before the expiry of the current

Term of Services for whatever reasons including, but not limited to, the occurrence of a

Force Majeure event, either party shall have the right to terminate this agreement with a prior

one-month notice without any liability, but both parties shall perform all rights and

obligations that have occurred before such termination.

2. The Parties agree to expressly waive the provisions of article 1266 of the Indonesian Civil

Code to the extent that the Parties agree not to seek any approval from the Courts nor ask the Commented [R2]: This clause is commonly use in
Indonesian Law, we always put this clause to waive the
other Party to ask approval from the Courts in order to effect the termination of this
requirements of Courts Approval for termination
Agreement. (agreement), the termination just need a mutual consent from
the Parties

11. Governing Law and Dispute Settlement


1. This agreement is valid and interpreted according to the legal provisions in the law
Formatted: Font: Times New Roman, 10.5 pt
of ……… Republic of Indonesia
Commented [R3]: This Agreement shall be subject to
2. In the event of dispute arising from this agreement, the Parties will resolve the dispute
Indonesian law. I choose Indonesia because I really
by deliberation / peace; understand the Indonesia law
3. If within 30 (thirty) days calendar days since the dispute arises, the Parties cannot reach
a settlement, the dispute shall be finally settled by arbitration under the administrative
and procedural Rules of Indonesian National Arbitration Board (BANI) by arbitrators
appointed in accordance with said Rules, which decision shall bind the parties Commented [R4]: This is an example only, the dispute can
also be settled by District Court in Indonesia

12. Miscellaneous Formatted: Font: Not Bold

1. Any change and amendment of the Agreement shall be made in writing and signed by
an authorised representative of each Party, after mutual consent of the Parties hereto.
Any such change and/or amendment shall be regarded as an integral inseparable part of
this Agreement.
2. The failure, non-exercise of or delay in exercising any power or right by either Party
does not operate as a waiver of that power or right, nor does any single exercise of a
power or right by either Party preclude any other or further exercise of it or the exercise
of any power or right of either Party. a Party may only waive a power or right in writing,
signed by a duly authorised officer of such Party
3. If one or more of the provisions of this Agreement prove to be or become invalid or
unenforceable, the legality, validity and enforceability of the remaining provisions
contained in this Agreement shall not be affected or impaired in any way.

In Witness Whereof, the Parties have caused this Agreement to be executed by their respective
authorised officer(s) or representative(s) as of the day and year first written above.

Signature page to follow


[Signature page]

Party A: Party B:
Sign: Tel:
Sign:

Title: Title:
Date: Date:

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