ASSOCIATE AGREEMENT

ASSOCIATE AGREEMENT

Today, date ………. month ………. year ………., in the city of ………., the province of ………., country ……….

We include:

PARTY A: SUNRISE INVESTMENT CORPORATION

Representatives:

Title:

Address:

Phone:

Email:

Website:

PARTY B:              

Full name:

ID card (or passport) number:

ID expiry date:

ID issued by:

Address:

Phone:

Email:

A copy of Party B’s valid legal ID card or passport is attached to this agreement.

Party A and Party B are hereinafter collectively referred to as the Parties and individually as Party.

After discussing, the Parties agree on the following provisions:

ARTICLE 1: CONTENT OF AGREEMENT

The Parties cooperate and sign the associate agreement (the Agreement) for Party B, to be Party A's associate, to carry out the work related to arranging loan funding for the project owners in Party B's country and abroad.

ARTICLE 2: FORM OF COOPERATION

2.1. Each Party has a personal status or a legal entity, and conducts business activities according to its trade.

2.2. Each Party keeps honest and transparent bookkeeping, accounting and tax records in compliance with current legal standards and regulations.

2.3. Each Party pays its own expenses incurred during the Agreement term.

ARTICLE 3: AGREEMENT TERM

The Agreement has a term of one year from the signing date. One month before the Agreement's expiry date, if neither Party delivers the other Party a written notice of discontinued cooperation, the Agreement will automatically be extended for another year.

ARTICLE 4: RESPONSIBILITIES OF PARTY A

4.1. Party A is the sole and exclusive representative in countries designated by the investment fund to evaluate the project’s feasibility, coordinate and supervise the investment fund loan funding.

4.2. Party A, on behalf of the investment fund and insurance company and related organizations, delivers agreements, necessary documents and files to the project owner.

4.3. Party A provides consulting and help the project owner to complete the loan funding process.

4.4. Party A actively supports Party B to perform the work in accordance with Article 1.

ARTICLE 5: RESPONSIBILITIES OF PARTY B

5.1. Party B contacts and introduces the project owner(s) that need(s) loan funding for project(s) of USD 30 million or more to Party A.

5.2. Party B guides the project owner in carrying out the loan funding process per the requirements of Party A.

5.3. Party B participates in meetings and seminars related to work as requested by the project owner and/or Party A.

5.4. Party B should be honest, dedicated to the work, and strive to achieve financial goals.

5.5. Party B is responsible for ensuring the reputation and brand name of Party A.

ARTICLE 6: LOCATION AND WOKING TIME

Party B is free to arrange a place and time to work.

Party B works with the project owner and Party A through the media means or meeting in person depending on the nature of the actual work involved.

ARTICLE 7: REMUNERATION

7.1. Party A agrees to pay Party B in USD with the one-time remuneration of 0.2% of

the project’s loan funding (example: The remuneration is USD 60,000 for the project’s loan funding of USD 30 million).

7.2. Party A agrees to pay Party B in USD with the one-time remuneration of 0.1% of the project’s loan funding that Party A requests Party B to support another project per Clauses 5.2., 5.3., 5.4. and 5.5. Article 5.

7.3. Party B receives the remuneration when the investment fund and the project owner sign the Memorandum of Understanding (MOU). This remuneration is paid by deducting from the first tranche of loan funding disbursed by the bank to the project owner.

7.4. Party A transfers the remuneration to Party B’s bank account.

ARTICLE 8: VIOLATION OF AGREEMENT

When one Party violates one or more of the provisions of the Agreement for the first time, the other Party shall express opinions in the spirit of cooperation and friendship so that the Parties can negotiate to resolve this matter.

Within ten working days from the first date of the negotiation process if:

8.1.The negotiation is successful, the Agreement to be re-enforceable specified in an addendum signed by the Parties.

8.2. The negotiation was unsuccessful, the aggrieved Party has the right to unilaterally terminate the Agreement before the expiry date in writing (attached with detailed and credible evidence) to notify the other Party.

ARTICLE 9: SETTLEMENT OF VIOLATIONS

Within thirty working days from the termination date of the Agreement in accordance with Clause 8.2. Article 8, either Party has the right to bring the breach of the Agreement to settle at The Singapore International Arbitration Council (SIAC). The Arbitrator's decisions are the final and binding legal judgment that the Parties must abide by.

ARTICLE 10: TERMINATION OF AGREEMENT

The Agreement is terminated in the following cases:

10.1. Subject to Clause 8.2. Article 8.

10.2. One month before the Agreement’s expiry date, if one Party delivers to the other Party a written notice of discontinued cooperation, the Agreement shall be terminated on the last day of the term of one year.

ARTICLE 11: GENERAL PROVISIONS

11.1. The Parties are committed to keeping the information confidential. Party B agrees to provide complete, accurate, and updated information related to the project to Party A. Party B must not disclose or provide part or all of the information on agreements, contracts, addenda being negotiated or signed, files, documents, designs, data, images, video and texts related to the project in the form of paper or electronic communication via computer, phone, and other communication media to a third party are individual(s) or organization(s) in the country and abroad of Party A and of the project owner without the written consent of Party A.

11.2. If the representative of either Party is no longer capable of implementing the Agreement, the authorized successor will continue to enforce the Agreement's provisions fully.

11.3. If either Party changes its personal status, legal entity, or the representative; disbands or transfers its business operation to a third party; shall promptly notify in writing the other Party to resolve the matter under the applicable laws of the changed Party's country.

11.4. Each provision of the Agreement is separate and remains in full effect from the other provisions and, should any provision at any time become invalid, illegal or unenforceable for any reason, such provision shall be deemed not to constitute the Agreement, but the validity, legality or enforceability of the remainder of the Agreement shall remain unaffected or impaired. The Parties agree that all provisions of the Agreement will have and always be effective and enforceable to the fullest extent permitted by laws in Party A’s and Party B’s countries..

11.5. Party B is committed not to contacting the investment fund and providing any information related to the investment fund directly or indirectly and in any form; or through the third party are individual(s) or organization(s) in the country and abroad of Party A and of the project owner without the written consent of Party A, regardless of whether the project owner is approved or refused the loan funding, the  Agreement is in effect or not, expired under Article 3, terminated under Article 10, or for any other reasons that the Agreement is unenforceable.

11.6. Party A agrees that the project owners per Clause 5.1. Article 5 is Party B's customer when Party B provides complete, accurate, and updated information about these project owners to Party A. If these project owners contact Party A directly or indirectly through a third party, Party A requires them to work with Party B.

11.7. All amendments to the Agreement must be specified in the addendum signed by the Parties to be legal validity and an integral part of the Agreement.

The Agreement shall be in full effect upon being signed (and stamp if needed) by the representatives of the Parties. The Agreement is made in duplicate, one copy for each Party and each copy bearing the same legal effect. The Parties agree that the transmission and receipt of the Agreement in the form of fax or electronic mail (email) will retain the same validity as the original document form.