EX-10.1 2 ea021603901ex10-1_longduo.htm FORM OF SALES AGENCY AGREEMENT, DATED JUNE 20, 2023 AND EXPIRING ON JUNE 20, 2026 BY AND BETWEEN (A) LONGDUODUO HEALTH TECHNOLOGY CO., LTD. AND INNER MONGOLIA HONGHAI HEALTH MANAGEMENT CO., LTD. ("HONGHAI")

展品10.1

销售代理协议

甲方：龙多多健康科技有限公司。

统一社会信用代码：91150104MA0QTDXG5T

法定代表人：张亮

联系地址：内蒙古自治区呼和浩特市经济开发区如意总部基地水安小镇G3区5幢8层8016室。

Party B: 内蒙古鸿海健康管理有限公司。

统一社会信用代码：91150102MACN3N2449

法定代表人：王志

联系地址：呼和浩特市新城区成吉思汗大学科学园

甲方是一家合法设立的健康咨询机构，拥有广泛的客户资源，而乙方是专业的健康管理机构，可以提供方便、专业和有效的健康管理服务计划和具体服务，基于资源互补和真诚、平等、实现双赢的精神，甲方和乙方经友好协商达成如下协议，以相互遵守。

合同条款1

合同期限从 2023年6月20日至2026年6月20日，总共有 3年。

第二条合作事项

1. B方负责开发产品（或服务），A方负责推广和销售。

2. 乙方与甲方合作涉及的具体产品（或服务）包括三氧自体输血、唤醒大脑通脉、德国科技双血液净化、高压氧三联、结肠水疗、肠道菌移植、定制均草以及这些项目的组合。

如果B方打算开发新产品（或者新服务），B方应该通知A方，A方有权根据需要判断是否替B方卖出该产品（或服务）。

合作方式第三条

Party b负责提供服务给客户并确保服务和产品的充足供应。如果出现供应缺口，Party b应提前通知Party A暂停销售。由供应不足造成的任何损失应由Party b承担；Party b负责管理客户的销售退货。由销售退货引起的任何损失应由Party b承担。在合作协议事项范围内，Party A不承担任何与库存相关的责任。

在将b方的产品或服务销售给客户时，甲方应当获取客户信息，并根据b方的要求出具有效文件，以便b方为客户服务。销售完成后，甲方应及时将销售信息交付给b方，双方通过“销售代理细节”进行核对确认。确认无误后，双方应根据约定的结算金额结算费用，甲方除支付此费用外，不再承担其他任何费用，包括客户要求更换产品或服务项目时产生的额外费用。b方需要决定是否更换并承担相应费用。

通过以上合作方式，由甲方销售并经甲方客户同意由乙方提供的产品和服务，在甲方与乙方签署合作协议前将按照以上合作方式进行。乙方将作为服务提供商负责向这些客户提供所有产品或服务以及售后服务。

第四条费用结算

1. 收集和定价

甲方只有在与乙方协商后，才能执行对外销售产品（或服务）的定价计划。目前的临时方案为：考虑到高销售和促销费用，除代理费外，市场费用可以保留给甲方。甲方销售的产品（或服务）定价应参照以下规定：销售价格=甲方毛利润+乙方结算价格+市场费用保留，其中，甲方的毛利参考值为30%（±5%），市场费用保留一般不超过产品（或服务）销售价格的40%；如果超出上述区间，甲方和乙方需另行协商。甲方应先收取顾客购买的产品（或服务）全额款项，然后按照本条款第2项向乙方支付结算价格。

Party A和Party B之间的服务结算如下（如果有任何变更，Party A和Party B将签署补充协议）：

服务项目	单价（人民币元/次，课程，套）
三氧自体输血		160
唤醒脑、通络		1400
德国双重血液净化		11000
高压臭氧三联		800
结肠水疗		800
肠道菌群移植		6000
定制麇草		2000

3. 合同签订后，甲方将支付人民币 500,000 （大写：伍拾万元整）作为一次性付款给乙方。该金额用于证明甲方的财务实力和真诚合作。甲方可以随时要求退款，乙方应无条件地退还给甲方；甲方也可以在合作开始后，使用该金额抵扣应支付给乙方的欠款。双方在《销售代理明细表》盖章确认后结算。协商完成后的10个工作日内，甲方应一次性支付服务费给乙方。

第五条甲方的权利和义务

甲方应确保具备合法的健康咨询资格，并且向客户提供销售服务的行为符合中国现行的法律法规。甲方不得以非法或不当手段获取客户资源，否则乙方有权终止合同。

在两方合作期间，乙方将根据甲方提供的《销售代理详情》，《销售发票》等账单明确并登记履行义务。乙方对客户的履行义务包括所购买产品（或服务）及相关售后服务。甲方需对其提供给乙方的《销售代理详情》的正确性和完整性负责，并确保向客户出具的服务证据被乙方认可，真实可辨认，并与客户委托清单相符。若《销售代理详情》有变更，甲方应及时向乙方提供更新清单；若因清单未能及时更新导致乙方未能及时提供服务，甲方应承担由此产生的任何责任。

3. 任何因甲方原因在销售过程中与客户发生的矛盾、争议和其他事项，均由甲方自行处理；任何因乙方负责产品或服务供应而发生的矛盾、争议和其他事项，均由乙方处理。

第六条乙方的权利和义务

1. Relevant services provided by Party B shall comply with national and industrial standards.

2. Party B is qualified for carrying out relevant products, including but not limited to workplace, staff, qualification (including qualifications of any third party cooperating with Party B through a contract), any fees incurred shall be at Party B’s cost.

3. When providing medical service, Party B shall point out the items provided to customers and get their consent.

4. Party B has the obligations of keeping the materials, information and other data provided by Party A for the purpose specified therein confidential. Without the permission of Party A, Party B and Party B’s staff are not allowed to disclose Party A’s business secret they get to know during cooperation to any third party, nor can Party B and Party B’s staff be allowed to disclose any of Party A’s customer information, data and other relevant information they get to know during the working process to any third party.

5. Party B shall provide Party A with its valid business license and relevant qualifications prior to signing of the contract and Party B shall be responsible for the authenticity and validity of the said documentary evidences.

6. Party B shall reasonably plan the consumption schedule of items for customers and conduct follow-up services before and after treatment to ensure service quality.

7. If there is a dispute between Party B and customers due to poor service quality

provided by Party B or damage caused by provision of service, or other causes attributive to Party B, Party B shall be responsible for resolution on its own.

There is a possible medical behavior in the service provided by Party B. Considering the medical behavior has high professionality and is required national qualification, any problems arising from the medical behavior are the responsibility of Party B and have nothing to do with Party A.

8. If it is discovered by Party B that there is a possible major hidden danger in the products or service during cooperation, Party B shall inform Party A in writing in time and property handle the entrustment task to avoid a hidden danger.

Article 7 Change, relief and termination of the contract

1. Party A and Party B can change or terminate the contract through consensus.

2. In the event that one party exercises the right of termination without any reason, resulting in losses to the other party, except for the cause not attributive to the other party, the party shall compensate for the direct losses incurred by the other party and the benefits that can be obtained by the other party after performance of the contract, including the losses lost by the other party due to concluding the contract with the terminating party and losing other opportunities of concluding a contract.

3. After the contract is terminated and relieved, Party B shall complete handover of relevant work within 2 months and elaborate relevant business status.

Article 8 Responsibility for breach of contract

1. If one party violates the obligations stipulated in the contract, resulting in the contract being unable to be performed in whole or in part, and the contract purpose unable to be realized, the observant party has the right to terminate the contract and ask the default party to compensate for the losses arising thereof. The observant party has the right to claim for compensation of the fees incurred in the process of responsibility investigation against the default party, including but not limited to attorney fees, travel fees, legal cost, and preservation fees, etc., which shall be borne by the default party.

2. If Party B fails to supply as agreed therein, Party A has the right to ask Party B to take remedial measures. For any losses caused to Party A, Party A has the right to ask Party B to compensate. If Party B refuses to take remedial measures within 7 days after being requested by Party A, Party A has the right to terminate the contract and ask Party B to pay 30% of the total contract price (subject to the amount actually paid by Party A) to be used as the liquidated damages.

3. If Party A delays in the paying the settlement amount to Party B without reasonable

cause, for each day overdue, Party A shall pay liquidated damages for overdue payment to Party B according to 0.05% of the overdue payment each day. The total liquidated damages cannot surpass 1% of the total contract price.

Article 9 Other matters

1. For matters not covered in the contract, both parties can sign supplementary agreement through negotiation. The supplementary agreement has the same legal effect as the contract.

2. During the performance process of the contract, if there is a dispute, both parties shall negotiate to resolve first. If no agreement can be reached, either party has the right to file a suit to the People’s Court at Party A’s site.

3. The contract is made in duplicate, with Party A holding one copy and Party B holding another copy, both copies shall take effect as of being signed and sealed by both parties.

4. Any revisions to the contract shall be mutually agreed by Party A and Party B and confirmed in writing.

Party A: Longduoduo Health Technology Co., Ltd.

Legal representative: Zhang Liang

(Special Stamp for Contractual Uses of Longduoduo Health Technology Co., Ltd.)

Party B: Inner Mongolia Honghai Health Management Co., Ltd.

Legal representative: Wang Zhi

(Stamp of Inner Mongolia Honghai Health Management Co., Ltd. 150102006603)

Date of signing: June 20, 2023

Signed at: Hohhot

Sales Agency Agreement

Party A: Inner Mongolia Rongbin Health Consulting Co., Ltd.

Uniform social credit code: 91150207MA13UKC301

Legal representative: Duan Erfen

Address: Room 727, 5B-301 Fulijiayuan Area, 12 Hatungaole Avenue, Jiuyuan District, Baotou City, Inner Mongolia Autonomous Region

Party B: Inner Mongolia Honghai Health Management Co., Ltd.

Uniform social credit code: 91150102MACN3N2449

Legal representative: Wang Zhi

Contact address: Daxue Science Park, Genghis Khan Street, Xincheng District, Hohhot City

Whereas Party A is a health consultation organization legally established and has extensive customer resources and Party B is a professional health management organization and can provide convenient, professional and effective health management service plans and specific service, based on resource complementarity and the spirit of sincerity, equality and achieving win-win result, Party A and Party B reached an agreement as follows after friendly negotiation for mutual compliance.

Article 1 Term of contract

The term of contract is from June 20, 2023 to June 20, 2026, for a total of 3 years.

Article 2 The matter of cooperation

1. Party B is responsible for developing products (or services) and Party A is responsible for promoting and sales.

2. The specific products (or services) involved in the cooperation between Party B and Party A include trioxygen autotransfusion, awakening brain and dredging collaterals, double blood purification in Germany technology, hyperbaric trioxygen, colon hydrotherapy, intestinal flora transplantation, custom-made Juncao and the combination of these items.

If Party B is going to develop a new product (or a new kind of service), Party B should inform Party A and Party A has the right to determine whether to sell the product (or service) for Party B as it deems necessary.

Article 3 Way of cooperation

Party B is the party responsible for providing service for customers and shall ensure sufficient supply of service and products. In case of short supply, Party B shall inform Party A of suspending selling in advance. Any losses resulting from short supply shall be borne by Party B; Party B shall be responsible for managing customers’ sales return. Any losses arising from sales return shall be borne by Party B. Within the scope of the matter of cooperation in the agreement, Party A will not bear any responsibilities concerning inventory.

When selling products or services of Party B to customers, Party A shall obtain customer information and issue valid documents according to Party B’s requirement so that Party B can serve for customers. After the selling, Party A shall deliver sales information to Party B in time and both parties will check and confirm through “Details of Sales Agency”. After confirmation, both parties shall settle the fees according to the settlement amount agreed by the item service, and Party A will no longer bear any other expenses except for this, including the corresponding extra expenses incurred when customers require replacing products or service items. Party B needs to make a decision on whether to replace and bear the corresponding expenses.

The products and services that have been sold by Party A and are agreed by Party A’s customers to be provided by Party B before Party A and Party B sign the cooperation agreement follow the above way of cooperation. Party B will act as the service provider to be responsible for providing all the products or services and after-sales services to these customers.

Article 4 Fees settlement

1. Collection and pricing

Party A can only implement the pricing plan for products (or services) sold externally after negotiating with Party B. The temporary plan at present: considering there is a high sales and promotion expense, marketing expenses can be reserved for Party A apart from the agency fee. The pricing of products (or services) sold by Party A shall refer to the following rules: selling price =gross profit of Party A + Settlement price of Party B + marketing expenses reserved, among them, the gross profit reference of Party A is 30% (±5%), the marketing expenses reserved can generally less than 40% of the selling price of products (or services); Party A and Party B shall negotiate additionally if the above range is surpassed. Party A shall collect the full amount of products (or services) purchased by customers first and then pay to Party B according to the settlement price (Item 2 of this article).

2. Service settlement between Party A and Party B is as follows (Party A and Party B shall sign supplementary agreement if there are any changes):

Service items	Unit price (Rmb yuan/Time, Course, Set)
Trioxygen autotransfusion		160
Awakening brain and dredging collaterals		1400
Double blood purification in Germany		11000
Hyperbaric trioxygen		800
Colon hydrotherapy		800
Intestinal flora transplantation		6000
Custom-made Juncao		2000

3. After the contract is signed, Party A will pay RMB 500,000 (in words: Five Hundred Thousand Yuan only) to Party B in a lump sum. The amount is used to certify Party A’s financial strength and sincere cooperation. Party A can ask for the refund any time and Party B shall refund to Party A unconditionally; Party A can also use the amount to deduct the arrears payable to Party B after the cooperation starts. Both parties shall settle after stamping on the “Details of Sales Agency” for confirmation. Within 10 workdays after completion of reconciliation, Party A shall pay the service fees to Party B in a lump sum.

Article 5 Rights and obligations of Party A

1. Party A shall ensure that it has legal qualification of health consultation and the behavior of providing sales to customers is compliant with the laws and regulations of China in force. Party A is not allowed to obtain customer resources in illegal or improper means, otherwise, Party B has the right to terminate the contract.

2. During the cooperation period between two parties, Party B will identify and register obligations of performance according to the “Details of Sales Agency”, “Invoices for Sales” and other bills provided by Party A. The performance obligations of Party B against customers include those concerning the products (or services) purchased and related after-sales service. Party A needs to be responsible for the correctness and completeness of the “Details of Sales Agency” it provides to Party B and Party A shall ensure the service evidences issued to customers are recognized by Party B, true, identifiable and correspond to the list of customer entrustment. If there is a change in the “Details of Sales Agency”, Party A shall provide Party B with the updated list in time; if Party B is unable to provide service in time since the list is not updated in time, Party A shall bear any responsibilities arising thereof.

3. Any contradictions, disputes and other matters between Party A and customers in sales for the reasons of Party A shall be handled by Party A on its own, and any contradictions, disputes and other matters arising from the supply of products or service in the charge of Party B shall be handled by Party B.

Article 6 Party B’s rights and obligations