集體勞務(wù)合同

1、FORM OF SERVICES AGREEMENT勞務(wù)合同書COLLECTIVE SERVICES AGREEMENT (Draft)集體勞務(wù)合同 (草稿)Beijing Golden State Hengyuan Investment Consultant Co., Ltd. (“BJGS-HY”)北京金州恒源投資顧問有限公司（“BJGS-HY”）與Golden State Environment Corporation (“GSE”)金州環(huán)境股份有限公司（“GSE”）Beijing Golden State Engineering Co., Ltd. (“BJGS“)北京金州工程有限公司

2、andBeijing BCEG Golden Sources Environment Protection Development Co., Ltd. (“GSS”)北京建工金源環(huán)保發(fā)展有限公司andPacific Water Treatment Engineering (“PWT”)太平洋水處理工程有限公司andGSE Development Corporation (“GSED”)金州環(huán)境發(fā)展有限公司Dated as of June 1, 2008TABLE OF CONTENT ARTICLE 1 PAGEDEFINITIONSSection 1.01. Definitions 7ART

3、ICLE 2PURCHASE AND SALE OF SERVICES購銷服務(wù)Section 2.01. Purchase and Sale of Services 購銷服務(wù) 13 Section 2.02. Subsidiaries 子公司 13Section 2.03. Additional Services附加服務(wù) 14Section 2.04. Services Provided by the GSE CLUSTER 15 Section 2.05. Third Party Services, Licenses and Consents 15ARTICLE 3SERVICE COSTS

4、; OTHER CHARGES服務(wù)費用；其他費用Section 3.01. Service Costs Generally 一般服務(wù)費用 15 Section 3.02. Taxes 稅費 16 Section 3.03. Invoicing and Settlement of Costs 費用的開票及結(jié)算 16 Section 3.04. Payment Schedule 付款安排 17ARTICLE 4THE SERVICES服務(wù)Section 4.01. Standards of Services 服務(wù)標準 19 Section 4.02. Changes to the Services

5、 服務(wù)的變更 20 Section 4.03. Management of Services By BJGS-HY 20 Section 4.04. Operating Committee 運營委員會 21 Section 4.05. Notice of Certain Matters 特定事項通知 22 ARTICLE 5DISCLAIMER, LIABILITY AND INDEMIFICATIONSection 5.01. EXCLUSION OF WARRANTIES 23 Section 5.02. Limitation of Liability 23 Section 5.03. I

6、ndemnification of BJGS-HY by the GSE CLUSTER 25Section 5.04. Indemnification of the GSE CLUSTER by BJGS-HY 25 Section 5.05. Taxes 25 Section 5.06. Indemnification as Exclusive Remedy 26Section 5.07. Conduct of Proceedings 26 ARTICLE 6TERM AND TERMINATION終止條款Section 6.01. Term 期限 27 Section 6.02. Ter

7、mination 合同的終止 28 Section 6.03. Effect of Termination 終止后果 29 ARTICLE 7ADDITIONAL AGREEMENTSSection 7.01. Confidential Information 31 Section 7.02. Ownership of Assets 32 Section 7.03. Security 33Section 7.04. Access To Information 34 Section 7.05. Labor Matters 34 ARTICLE 8MISCELLANEOUSSection 8.01

8、. Prior Agreements 35 Section 8.02. No Agency; Independent Contractor Status 35 Section 8.03. Subcontractors 36 Section 8.04. Force Majeure 36 Section 8.05. Entire Agreement 37 Section 8.06. Information 37 Section 8.07. Notices 37 Section 8.08. Governing Law 38 Section 8.09. Arbitration 38 Section 8

9、.10. WAIVER OF JURY TRIAL 38 Section 8.11. Severability 39 Section 8.12. Amendments and Waivers 39 Section 8.13. Successors and Assigns 39Section 8.14. Counterparts 39 SCHEDULESServices Agreement. Schedule I - Finance and Accounting Services 42Services Agreement. Schedule II - Record and Document Ma

10、nagement Services 43Services Agreement. Schedule III - Information Technology Services 47Services Agreement. Schedule IV - Consulting Services 53Services Agreement. Schedule V - Corporate Communications Services 58服務(wù)協(xié)議V - 企業(yè)傳播服務(wù) Services Agreement. Schedule VI - Internal Audit Activities 61Services

11、Agreement. Schedule VII Administrative Services 65COLLECTIVE SERVICES AGREEMENT集體服務(wù)合同This Services Agreement (this “Agreement”) is entered into as of June 1, 2008 by and between Beijing Golden State Hengyuan Investment Consultant Co., Ltd., a company registered in the Peoples Republic of China (“BJG

12、S-HY”) and Golden State Environment Corporation, a company registered in Cayman Islands (“GSE”) and Beijing Golden State Engineering Co., Ltd., a company registered in the Peoples Republic of China (“BJGS”) and Beijing BCEG Golden Sources Environment Protection Development Co., Ltd., a company regis

13、tered in the Peoples Republic of China (“GSS”) and Pacific Water Treatment Engineering, a company registered in the Peoples Republic of China (“PWT”) and GSE Development Corporation, a company registered in Cayman Islands (“GSED”). GSE, BJGS, GSS, PWT and GSED are hereinafter collectively designated

14、 as “the GSE CLUSTER”.此服務(wù)協(xié)議協(xié)議訂立于公元二零零八年六月一日，由北京金州恒源投資顧問有限公司 BJGS-HY，注冊所在地為中華人民共和國，與金州環(huán)境股份有限公司GSE，注冊所在地為開曼群島，與北京金州工程有限公司BJGS，注冊所在地為中華人民共和國，與北京建工金源環(huán)保發(fā)展有限公司GSS，注冊所在地為中華人民共和國，與太平洋水處理工程有限公司PWT，注冊所在地為中華人民共和國，與金州環(huán)境發(fā)展有限公司GSED，注冊所在地為開曼群島，共同訂立。GSE BJGS GSS PWT GSED以下統(tǒng)稱為GSE企業(yè)群。RECITALS 前言WHEREAS, GSE is the pa

15、rent company of BJGS, GSS, PWT and GSED; and 鑒于GSE為BJGS，GSS，PWT及GSED之母公司； WHEREAS, on the terms and subject to the conditions set forth herein, the GSE CLUSTER desires to engage BJGS-HY as an independent contractor to provide, directly or indirectly, certain Services to the GSE CLUSTER; and 鑒于 GSE企業(yè)

16、群希望雇用BJGS-HY作為獨立合同方，依照本協(xié)議之條款及條件，直接或間接為其提供特定服務(wù)； WHEREAS, on the terms and subject to the conditions set forth herein, BJGS-HY desires to provide, directly or indirectly, such Services to “GSECLUSTER” ” including (a) certain financial and accounting management and transaction processing and reporting

17、services, as described in more detail on Schedule I attached to this Agreement (the Finance and Accounting Services), (b) certain record and document management services, as described in more detail on Schedule II attached to this Agreement (the Record and Document Management Services), (c) certain

18、information technology services, as described in more detail on Schedule III attached to this Agreement (the Information Technology Services), (d) certain Consulting services, as described in more detail on Schedule IV attached to this Agreement (the Consulting Services), (e) certain corporate commu

19、nications services, as described in more detail on Schedule V attached to this Agreement (the Corporate Communications Services) and (f) making certain internal audit activities, as described in more detail on Schedule VI attached to this Agreement (the Internal Audit Activities, and (g) certain adm

20、inistrative services, as described in more detail on Schedule VII attached to this Agreement (the Administrative Services) together with the Finance and Accounting Services, the Record and Document Management Services, the Information Technology Services, the Consulting Services, the Corporate Commu

21、nications Services and the Internal Audit Activities, collectively, the Services); and鑒于BJGS-HY希望依照本協(xié)議之條款及條件為GSE企業(yè)群提供以下服務(wù)，包括：（a） 財務(wù)會計管理、相關(guān)事務(wù)處理及報告服務(wù)，詳見本協(xié)議附表I，以下簡稱財會服務(wù)；（b） 檔案、文件管理服務(wù)，詳見本協(xié)議附表II，以下簡稱資料管理服務(wù)；（c） 信息技術(shù)支持服務(wù)，詳見本協(xié)議附表III，以下簡稱信息技術(shù)服務(wù)；（d） 特定的咨詢服務(wù)，詳見本協(xié)議附表IV，以下簡稱咨詢服務(wù)；（e） 公共宣傳服務(wù)，詳見本協(xié)議附表V，以下簡稱企業(yè)傳播服務(wù)；（f

22、） 內(nèi)部審計工作，詳見本協(xié)議附表VI，以下簡稱內(nèi)審服務(wù) ；（g） 行政管理工作，詳見本協(xié)議附表VII，以下簡稱行政服務(wù)； 以上各項服務(wù)統(tǒng)稱為服務(wù)。NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BJGS-HY and the GSE CLUSTER, for themselves, their successors and permitted assigns, hereby agree as follows:有鑒于

23、此，BJGS-HY和GSE企業(yè)群，同時代表各自的繼受人及許可受讓人，共同達成協(xié)議如下：ARTICLE 1DEFINITIONSSection 1.01. Definitions. (a) As used in this Agreement, the following terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described: “Actions” has the meaning set forth in Section

24、5.03. Administrative Services has the meaning ascribed thereto in the recitals to this Agreement. “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes of this definition, “control” m

25、eans the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing

26、. Any contrary provision of this Agreement notwithstanding, members of the BJGS-HY Group, on the one hand, and members of the GSE Group, on the other hand, shall not be deemed to be Affiliates of the other. Remainder of page intentionally left blank =“Agreement” has the meaning set forth in the prea

27、mble hereto. “Applicable Law” means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, directive, guidance, instruction, direction, p

28、ermission, waiver, notice, condition, limitation, restriction or prohibition or other similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, its properties or assets or its business or operations, a

29、s amended unless expressly specified otherwise. “Business Day” means a day other than a Saturday, Sunday, national public holidays, the “Golden Week” or other day on which companies in Beijing, Peoples Republic of China are authorized or required by law to close. “Change of Control” means (i) the di

30、rect or indirect acquisition (by merger, consolidation, business combination or otherwise) by any Person or group of Persons of beneficial ownership of 50% or more of the Total Voting Power of GSE (ii) any merger, consolidation or other business combination of GSE or a Subsidiary of GSE with any Per

31、son after giving effect to which (x) the shareholders of GSE immediately prior to such transaction do not own at least 50% of the Total Voting Power of the ultimate parent entity of the parties to such transaction or (y) individuals who were directors of GSE immediately prior to such transaction (or

32、 their designees) do not constitute a majority of the board of directors of such ultimate parent entity; or (iii) the direct or indirect acquisition by any Person or group of Persons of all or substantially all of the assets of GSE. “Confidential Information” has the meaning set forth in Section 7.0

33、1. Corporate Communications Services has the meaning ascribed thereto in the recitals to this Agreement. “Data Protection Laws” means any data protection laws or any implementing or related legislation that come into force in the Peoples Republic of China during the term of this Agreement. “force ma

34、jeure” has the meaning set forth in Section 8.04. Remainder of page intentionally left blank=“Finance and Accounting Services has the meaning ascribed thereto in the recitals to this Agreement. “Governmental Authority” means any multinational, foreign, federal, state, local or other governmental, st

35、atutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either party (or their Affiliates). “Group” means the GSE Group or BJGS-HY Group as applicable. “GSE” has the meaning set forth in th

36、e recitals hereto. “GSE Entity” means any member of the GSE Group. “GSE Group” means GSE and its Subsidiaries. “GSE Indemnified Person” has the meaning set forth in Section 5.04. “GSE Services” has the meaning as set forth in Section 2.04. “GSE Systems” means any computer software program or routine

37、 or part thereof owned, licensed or provided by any GSE Entity or its suppliers on any GSE Entitys behalf, each as modified, maintained or enhanced from time to time by any GSE Entity, any BJGS-HY Entity or any third party. “BJGS-HY” has the meaning set forth in the recitals hereto. “BJGS-HY Entity”

38、 means any member of the BJGS-HY Group. “BJGS-HY Group” means BJGS-HY and its Subsidiaries.Remainder of page intentionally left blank=“BJGS-HY Indemnified Person” has the meaning set forth in Section 5.02(a). “BJGS-HY Systems” means any computer software program or routine or part thereof owned, lic

39、ensed or provided by any BJGS-HY Entity or its suppliers on any BJGS-HY Entitys behalf, each as modified, maintained or enhanced from time to time by any BJGS-HY Entity, any GSE Entity or any third party. “Indemnified Party” has the meaning set forth in Section 5.07(a). “Indemnifying Party” has the

40、meaning set forth in Section 5.07(a). Information Technology Services has the meaning ascribed thereto in the recitals to this Agreement. “Insolvency Event” means with respect to either party, as applicable, (i) the making by such party of any assignment for the benefit of creditors of all or substa

41、ntially all of its assets or the admission by such party in writing of its inability to pay all or substantially all of its debts as they become due; (ii) the adjudication of such party as bankrupt or insolvent or the filing by such party of a petition or application to any tribunal for the appointm

42、ent of a trustee or receiver for such party or any substantial part of the assets of such party; or (iii) the commencement of any voluntary or involuntary bankruptcy proceedings (and, with respect to involuntary bankruptcy proceedings, the failure to be discharged within 60 days), reorganization pro

43、ceedings or similar proceeding with respect to such party or the entry of an order appointing a trustee or receiver or approving a petition in any such proceeding. Internal Audit Activities has the meaning ascribed thereto in the recitals to this Agreement. “Invoice Date” has the meaning set forth i

44、n Section 3.03(a). Remainder of page intentionally left blank= Consulting Services has the meaning ascribed thereto in the recitals to this Agreement. “Non-Compliance Notice” has the meaning set forth in Section 4.05. “Operating Committee” has the meaning set forth in Section 4.04(a). “Payer” has th

45、e meaning set forth in Section 3.02(c). “Payee” has the meaning set forth in Section 3.02(c). “Payment Date” has the meaning set forth in Section 3.03(b). “Person” means individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a g

46、overnmental or political subdivision or an agency or instrumentality thereof. “Personal Information” means personally identifiable information as defined under applicable Data Protection Laws of either party which the other party receives or to which the other party otherwise has access. Record and

47、Document Management Services has the meaning ascribed thereto in the recitals to this Agreement. Remainder of page intentionally left blank= “Schedule” means a Schedule attached hereto forming part of this Agreement and “Schedules” shall have a corresponding meaning. “Service Costs” has the meaning

48、set forth in Section 3.01. “Services” has the meaning set forth in Section 2.01. “Subsidiary” means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing si

49、milar functions are at the time directly or indirectly owned by such Person. “Supplier” has the meaning set forth in Section 3.02(b). “Supply Recipient” has the meaning set forth in Section 3.02(b). “Systems” means the BJGS-HY Systems or the GSE Systems, individually, or the BJGS-HY Systems and the

50、GSE Systems, collectively, as the context may indicate or require. “Tax” means any tax, levy, impost, duty or other similar charge (including any penalty or interest payable in connection with any failure to pay or delay in paying the same). “the GSE CLUSTER” has the meaning set forth in the first p

51、aragraph in this Agreement. “Third Party Action” has the meaning set forth in Section 5.06. “Total Voting Power” means, with respect to any Person, the total combined voting power of all securities of such Person entitled to vote generally in the election of directors of such Person. “VAT” means val

52、ue added tax and any tax of a similar nature imposed under the laws of any jurisdiction. Remainder of page intentionally left blank=ARTICLE 2 第二章PURCHASE AND SALE OF SERVICES 購銷服務(wù)Section 2.01. Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consider

53、ation of the Service Costs described below, BJGS-HY agrees to provide the GSE CLUSTER, or procure the provision to the GSE CLUSTER of, and the GSE CLUSTER agrees to purchase from BJGS-HY, the services (the “Services”) as set forth on the Schedules or as may be otherwise agreed in writing by the part

54、ies from time to time. 201購銷服務(wù)。依照本協(xié)議之條款及條件，考慮到后述的服務(wù)費用，BJGS-HY同意為GSE企業(yè)群提供或取得 服務(wù)，而GSE企業(yè)群亦同意向BJGS-HY購買該服務(wù)。服務(wù)內(nèi)容將于附表中訂明或可能由協(xié)議各方不時以書面協(xié)議之形式?jīng)Q定。Section 2.02. Subsidiaries. It is understood that (i) the Services to be provided to the GSE CLUSTER under this Agreement shall, at the GSE CLUSTERs request, be provided to any Person that is a Subsidiary of the GSE other than GSE, BJGS, GSS, PWT and GSED； and (ii)