Contract for Competition of King of Bots

Party A: Shanghai Zhichong Network Technology Co., Ltd. (hereinafter referred to as

Party A)
Legal Representative: CHEN RU
Address: Building No. 5, Hongji Chuangyi International Park, The Makers (创客星球)
NO.1107, Yuyuan Road, Changning District, SHANGHAI, CHINA

Party B I:
ID Number:
Tel:
E-mail:
Address:

Party B II:
ID Number:
Tel:
E-mail:
Address:

Party B III:
ID Number:
Tel:
E-mail:
Address:

Party B IV:
ID Number:
Tel:
E-mail:
Address:

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Party B V:
ID Number:
Tel:
E-mail:
Address:

(One party to the Contract is solely referred to as “Either Party"; two parties hereto
are collectively referred to as “Both Parties”; Party B I, Party B II, Party B III hereto
are collectively referred to as “Party B”.)

Shanghai Zhichong Network Technology Co., Ltd.(Party A), the owner, event
organizing committee and program producer of King of Bots, a robotic combat contest
event and program brand, in accordance with the Contract Law of the People 's
Republic of China, the Sports Law of the People' s Republic of China and other
applicable laws and regulations, through amicable negotiation, hereby made and
concluded the following Contract for the associated matters with Party B I, Party B II,
Party B III and Party B IV on December 1st, 2017 in Shanghai:

1. Basic Intention and Contract Term

1.1. Party A agrees that Party B becomes a signed Competitor and performer in the
robot combat contest event and program, King of Bots, and Party B is willing to
become the signed Competitor and performer in the robot combat contest event
and program, King of Bots.
1.2. Party A, in accordance with the Contract, grants Party B the title of “signed
Competitor” for King of Bots, and Party B agrees to use the brand and title of
“Competitor” for King of Bots reasonably and lawfully, within such a time limit
as is stipulated hereof and within the scope authorized by Party A.
1.3. Party B I, as captain , Party B II, as_team member_, Party B III, as team
member_, jointly form a team of Competitors to participate in the robot combat
contest event and program King of Bots-.

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1.4. The leader of Party B’s team for the said Competition and Program must be
aged over 18, and the Competitors under18 must have the written permission
signed by their legal guardians for the participation.
1.5. Party A and Party B agree that the term of the Contract is from December 1st,
2017 to June 30th, 2019.

2. Rights and Obligations of Party A

2.1. Party A shall have the right to require Party B to actively meet the requirements
of the Competition and Program hereof in accordance with the rules of the
Competition. Party A shall inform Party B in advance in case of any change and
Party B shall actively coordinate to ensure the smooth operation of the
Competition and Program. Party A shall also decide at its own discretion
whether Party B can participate in the Program, or whether the Program is to be
broadcasted or cut.
2.2. Party A shall, pursuant to the rules of the Competition, ensure the arena is
suitable to for the Competition.
2.3. Party A is entitled to arrange Party B to join in relevant promotion activities and
commercial activities (the “Commercial Activity”), and Party B undertakes to
give support and coordination. Before any arrangement of the Commercial
Activity, Party A will give Party B a one-week prior notice. If Party B is not
able to attend such Commercial Activity, it shall give Party A a timely written
reply. Where Party B attends the Commercial Activity, Party A shall bear all
reasonable expenses of Party B arising therefrom.
2.4. Party A shall provide and organize various trainings, intensified trainings, and
etc. as are deemed to be necessary for Party B.
2.5. Party A shall provide Party B with robot repair area, robot test area, power
distribution and basic maintenance tools; however, parts necessary for the repair
and maintenance of robots shall be prepared by Party B.
2.6. Party A shall, after Party B participates in the Robot Combat Competition and
Program King of Bots- in accordance with the results achieved by Party B and
with the conditions agreed by both Parties, duly pay prizes and bonuses to Party
B.

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2.7. Party A shall, as required, provide Party B with such insurance coverage
conforming to the practice of the Competition and Program.
2.8. In respect of the robots (the “Robots”) which are built by Party B but funded by
Party A, Party A shall have the exclusive right to use any intellectual properties
of the Robots to design, produce or sell any derivative products without the
consent of Party B. However, Party A shall pay to Party B 10% of the total net
sales of the derivative products of the Robots. The net sales refer to net income
in which all actual costs such as costs of production, sales, promotion and tax
were deducted. Party A and Party B shall confirm the specific payment by
further consultation.
2.9. Party A owns all of the relevant rights and interests of the Program, and is
entitled to make whatever disposal to the said Program without the consent of
Party B and paying any fees to Party B.
2.10. Party A promises that after Party B submit final version of Robots and building
drawing, Party A shall not build an exactly same robot by himself or entrust the
third party to build an exactly same robot to join the Program and Competition.

3. Rights and Obligations of Party B

3.1. Party B is entitled to the trainings and contest conditions provided by Party A.
3.2. Party B shall be obliged to improve its contest capability and show and exercise
such capability in the Competition and Program organized by Party A. Party B
shall guarantee that it neither engages nor involves in any actions and activities
which may deteriorate such capability.
3.3. Party B is obliged to obey the arrangements, supervision and guidance of Party
A when participating in the Robot Combat Competition and Program King of
Bots-. Where Party B refuses or fails to do so, thus leading to the injure or death
of Party B himself or any third-party, damages of any equipment or facilities for
the contest or on the site, disruptive events or direct or indirect damages to Party
A (including but not limited to the loss of expected benefits, compensation for
third parties, litigation costs, attorney fees), etc., Party B shall bear any
consequences arising therefrom, including but not limited to indemnities.

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3.4. Party B agrees that Party A may use Party B's portrait rights, voice rights and
data retention rights in the Robot Combat Competition and Program King of
Bots, or associated promotion and publicity activities, without paying any fees
to Party B.
3.5. Party A owns all the rights with respect to the Robot Combat Competition and
Program King of Bots, including but not limited to the intellectual property
rights such as copyrights as well as the rights of licensing others to copy,
distribute, rent and disseminate the Competition and Program through the
information networks to the public. Party B shall not, without the written
consent of Party A, use or restrict Party A to use the Competition and Program
by whatever means.
3.6. Party B agrees that Party A may use Party B's names in the commercial
advertisements related to the Robot Combat Competition and Program King of
Bots, and guarantees to support Party A at any time to use Party B’s signatures
or any forms of signature duplicates on the souvenirs and other derivatives
organized to sell by Party A. Party A guarantees a proper use of Party B's names.
Party A shall not breach the public order and use Party B's names in
commercials unrelated to program and competition.
3.7. Party B undertakes to wear the garments required by Party A and publish the
contents prepared by Party A when participating in the activities organized by
Party A. Subject to Party A’s prior written consent, Party B may also wear the
garments prepared by themselves.
3.8. Party B has the ownership of the Robots as well as any intellectual properties in
the Robots. However, during the term of this Contract, without a prior written
consent of Party A, Party B shall ensure the Robots will not be on any TV
program or any TV show.
3.9. During the term of this Contract, without the prior written consent of Party A,
Party B shall not to compete in any other Chinese fighting robot show.
3.10. Party B undertakes that it has clearly understood that, in order to participate in
the Robot Combat Competition and Program King of Bots- , it needs to design
and build a combat robot and use various weapons (including but not limited to
dangerous rotation weapons, flamethrowers, pneumatic weapons, etc.) to
compete with the robots of other teams in a venue specially designed for robotic
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 combat. Participation in such Competition and Program may be involved in
hazardous activities, including but not limited to: cutting, stamping, bending
and welding of metals and other building materials; producing dangerous
rotation weapons, flamethrowers, pneumatic weapons, etc. for robots; using
electric tools; using pneumatic tires, wires, batteries and other robotic
components. Party B, after being informed of such risks, is still willing to
participate in the Competition and Program and other similar activities. Party B
hereby assumes all of the inherent and other risks arising therefrom and bears
the entire damages and losses of properties, including but not limited to: any
possible personal injuries, illness, disability, and complete destruction of robot.
All personal and property damages arising therefrom shall be borne by Party B,
and given such a circumstance, Party B shall purchase the corresponding
insurances to ensure its rights. Party A’s purchase insurance for Party B as
actually needed shall not exclude Party B's obligations therein.
3.11. Party B undertakes to use the name(s), title(s), nickname(s) and figure(s) (actual
or imitated), photo(s), cartoon (s), voice(s), biography materials of Party B and
the Robots, and all other materials identifying Party B and Robots (collectively
referred to as the “Portraits”) for the development, production, exhibition,
advertising, promotion, publicity or sale of the said Competition and Program,
or for the advertising of Party A in all of the existing or to-be-invented media, or
for any rights and interests in connection with and affiliated to such Portraits, or
for the activities related to Party A’s commercial activities, television station
commercial activities, sponsors and other users, exhibitors, material and/or
agents and certificate holders of the Program for any purposes, including but not
limited to sale and advertisement. Party B agrees that for the broadcasting of all
materials, television broadcasts, webcasts, other uses and all other rights, Party
B shall not be entitled to any prize or compensation unless otherwise expressly
provided herein.
3.12. Party B undertakes that the design drawings, robots built by Party B, related
components and parts. etc., as well as the images, figures used for the robots
shall not infringe upon the rights of any third person or third party, and the
economic and legal disputes arising therefrom shall be settled by Party B.

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4. Payment Terms
4.1. Under this agreement, the fund that Party B may receive including but not
limited to the cost for robot building, prizes and bonus of program and
competition and a share of sales of robot derivative products. Each member of
Party B has the ownership of the fund. All members of Party B agree that
Captain Name represents Party B to collect the fund and distribute proportion. If
members in Party B have disagreement, Party B shall settle the differences by
themselves and shall not affect Party B's obligations to this agreement.
4.2. After reported to Party A for review and approval, such cost in respect with the
building of the 110kg-level robot specially designed by Party B for participation
in the Robot Combat Competition and Program King of Bots- shall be fully
borne by Party A. Each and all members from Party B agree that the following
account is their common collection account:
Account Name:
Bank:
Account Number:
Sort Number:
Bank Address:
IBAN CODE/SWIFT CODE:
Party B shall, in accordance with the requirements of Party A, offer the building
drawings and detailed costs list; and Party A shall, within three (3) working days
after confirming the said list and the execution of the Contract, pay 50% of such
amount as is clearly specified in the final confirmed costs list as initial payment,
i.e. $ US Dollars (in words:_ U.S Dollars )
4.3. Party B shall, as required by Party A, submit the periodical reports on robot
building, and shall complete such building and deliver the completed robot to
Party A for review and test. Party A shall, after the robot passes such review and
test, within three (45) working days after the Competition officially concludes
and Party B has submitted the valid, conforming invoices equivalent to the
amount of the full payment, pay 50% of such amount clearly specified in the
final confirmed costs list as balance payment, i.e. $ _           _US Dollars (in
words:(_           U.S Dollars__). Prior to the balance payment made by Party

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 A, Party B must submit the valid, conforming special VAT invoices or ordinary
VAT invoices completely equivalent to the amount of full payment.
4.4. The item names in the invoices for components and parts shall not be generally
written as "material fees", and must be issued by strictly listing the name, unit,
unit price and amount of each procured product. If there are several products,
special VAT invoices or ordinary VAT invoices may be issued collectively, and
such collectively issued special invoices or ordinary invoices must be attached
with Account Sales. The Account Sales in question must be issued through the
Anti-false Tax-controlled System, with the special nationwide invoice stamp,
and attached to the collectively issued invoices, with unified tax rate and equal
amount. In addition to the invoices for components and parts, the item names of
invoices for the cost of processing, logistics, etc. may be written as “Processing
fee”, “Logistics Cost”, “Transportation Cost”. All of the invoices provided by
Party B must be true and valid; and Party B shall assume the resulting legal
consequences for false invoice if any it provides.
Please fill in the following buyer’s information in the special VAT invoices:
Title: Shanghai Zhichong Network Technology Co., Ltd.
Taxpayer's Registration Number: 913101123016209246
Address: Room 1212, Building E, No. 555, Dongchuan Road, Minhang District,
Shanghai
Tel: 021-31121671
Bank: Bank of China, Shanghai Xintiandi Branch
Account No.: 4468 6644 5960
Please fill in the following buyer’s information in ordinary VAT invoices:
Title: Shanghai Zhichong Network Technology Co., Ltd.
(If ordinary VAT invoices are issued after July 1st, 2017, the taxpayer's
registration number of the buyer (i.e. 913101123016209246) must be filled in).)
4.5. Where Party B wins a place in the Robot Combat Competition and Program
King of Bots, Party A shall grant the prize and bonus to Party B corresponding
to the place it has won in the Competition, and shall provide the transportation
and accommodation fee for all of the participants of Party B during the
Competition and Program.

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4.6. Prizes: when the Competition is officially started, each team of Competitors
may receive a bonus of RMB 5,000 (RMB Five Thousand Only) (before tax) for
each round of competition it wins; the prizes will be offered repeatedly, instead
of being granted only once; and Party A has the right to adjust such prizes
pursuant to the needs of the Program, and Party B accepts such provisions.
4.7. Bonus: the Competitor ranking first in the Robot Combat Competition and
Program King of Bots is entitled to a bonus of RMB_____ (before tax), the
second place winner RMB _____ (before tax), and the third place winner
RMB_____ (before tax)); the Competitor given the Creative Design Award (1
person) can get a bonus of RMB _____ (before tax), the winner of Technology
Innovation Award (1 person) RMB _____(before tax), and the team winning the
Team Popularity Award (1 team) RMB_____ (before tax). (The prizes haven’t
be decided as the different competition rules, please refer to the award of KOB
1, should be same as that or even more). The bonuses in question shall not be
received repeatedly. Party A hereto has the right to make an adjustment of such
bonuses pursuant to the needs of the Program, and Party B accepts such
provisions.
4.8. The prizes and bonus won by Party B shall be granted in full by Party A with
the personal income tax deducted, within sixty (60) days after the said
Competition and Program is officially concluded, and after the Organizing
Committee, program producer and the public unanimously confirm the places
won by Party B, and the personal income tax to which Party B is subject shall
be withheld and paid by Party A. Where Party A fails to pay such prizes and
bonus to Party B within sixty (60) days after the Competition and Program is
officially concluded, and after the Organizing Committee, program producer
and the public unanimously confirm the places won by Party B, Party A shall
pay to Party B an overdue fine accounting for 0.1% of the total prizes and bonus
on a daily basis.
4.9. The cost for robot building, prizes and bonuses received by Party B shall be put
into the same following collection account. The bank account that Party A is
required to make remittance is shown as below:
Account Holder:
Bank:
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 Account No.:
Sort Number:
Bank Address:
IBAN CODE/SWIFT CODE:

Party A may terminate the Contract unilaterally and have the right to replace Party
B with someone else, if Party B has violated any of the provisions hereof and
resulted in the interruption of the Competition and Program recording or serious
consequences; and any resulting direct or indirect losses (including but not limited
to the loss of expected benefits, compensation for any third parties, litigation costs,
attorney fees) shall be borne by Party B and Party A has the right not to pay any
fees and even to recover all of the costs paid to Party B previously.
4.10. If the majority of the participants in the Competition claims that the arena for
the Competition is not qualified, Party A shall repair or reinforce the arena
within [30] days, otherwise, Party B may retire from the Competition and Party
A shall compensate Party B’s actual loss incurred therefrom, including the loss
of salary for the period of competition.

5. Limitation and Termination of the Contract

5.1. Party B, without the written consent of Party A, shall not use the Robot to
participate in any other TV program or TV show, but the robot(s) which are
built by Party B at its own cost shall not be subject to the provision. Should
Party B be invited by Party A to participate in some competitions and programs,
except Party B has already booked other competitions or programs, Party B
shall give priority to the competitions and programs proposed by Party A.
5.2. Party B undertakes that, without the prior written consent of Party A, Party B
shall not actively terminate the Contract in advance.

6. Liabilities for Breach of Contract

6.1. Either Party hereto shall not disclose the contents of the Contract and other
related documents, except for the proper disclosure which is necessary for the
implementation of and claim for the Contract. The defaulting party shall
compensate the observant party for any resulting direct or indirect losses
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 (including but not limited to the loss of expected benefits, compensation for any
third parties, litigation costs, and attorney fees).
6.2. Party B undertakes that it has all requisite power and authority to execute and
deliver this Contract. This Contract is, or when executed and delivered by
Party B shall be, valid and legally binding obligations of Party B, enforceable
against Party B in accordance with its terms. No approval by or with any third
party are required to be obtained or made by Party B in connection with the
execution and delivery of this Contract and the consummation of the
transactions contemplated hereunder. Otherwise Party B shall pay to Party A a
default fine of RMB 280,000 and return all of the costs paid by Party A for
building the robot(s). Party B shall also compensate Party A for its any possible
resulting direct or indirect losses (including but not limited to the loss of
expected benefits, compensation for any third parties, litigation costs, and
attorney fees).
6.3. Party B guarantees that after the Contract is officially signed, no other contracts
and contractual documents that may lead to the conflicts of interest with the
Contract shall be entered into and concluded, otherwise Party B shall pay to
Party A a default fine of RMB 280,000, and return all of the costs paid by Party
A for building the robot(s); and provided that Party B shall also compensate for
any resulting direct or indirect losses that Party A may suffer (including but not
limited to the loss of expected benefits, compensation for any third parties,
litigation costs, attorney fees).
6.4. Where Party B terminates the Contract in advance without the written consent
of Party A, Party B shall pay to Party A a default fine of RMB 280,000, and
return all of the costs paid by Party A for building the robot(s). Party B shall
also compensate Party A for its any possible resulting direct or indirect losses
(including but not limited to the loss of expected benefits, compensation for any
third parties, litigation costs, and attorney fees).
6.5. Where Party B fails to comply with the rules of the competition or other rules
and regulations formulated by Party A, or utilizes the said Competition and
Program to promote any words, pictures, etc. against the society and spirit of
sports, or include the filthy, pornographic and insulting contents, and fails to
correct it after educated by Party A, which has seriously affected the reputation
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 of the Competition and Program, Party A has the right to directly cancel the
qualification of Party B to participate in the Competition, unilaterally terminate
the Contract, and bear no any resulting consequences. Party B shall also
compensate Party A for its any possible resulting direct or indirect losses
(including but not limited to the loss of expected benefits, compensation for any
third parties, litigation costs, attorney fees).
6.6. Where Party A fails to comply with the provisions of payment agreed upon by
both parties hereto, and still fails to make payments within ninety (90) days
after receiving the written notice by Party B, Party B shall have the right to
unilaterally terminate the Contract and bear no any consequences arising
therefrom and require Party A to pay the payment due plus the penalty interest
calculated upon 0.1% per day.
6.7. In any event that may affect the Competition and Program due to Party B's own
fault, Party A shall have the right to unilaterally terminate the Contract and bear
no any consequences arising therefrom. Party B shall pay to Party A a default
fine of RMB 280,000, return all of the costs paid by Party A for building the
robot(s), and also compensate Party A for its any resulting direct or indirect
losses (including but not limited to the loss of expected benefits, compensation
for any third parties, litigation costs, attorney fees).
6.8. Where the Contract is unable to be executed in whole or in part due to force
majeure, e.g. natural disasters, injuries, diseases or plagues, government
intervention, etc. Both parties hereto shall negotiate a settlement amicably and
in writing, and the Contract shall be deferred or terminated automatically
without causing any legal responsibilities to both parties which shall bear losses
on their own.

7. Disputes, Arbitration and Litigation

7.1. Both Parties hereto agree that any dispute arising out of the performance of the
Contract, including the disputes with respect to the default, termination of the
Contract or validity of provisions hereof, shall first be settled via amicable
negotiation.
7.2. Where disputes clearly indicated in the previous provision fail to be solved via
amicable negotiation after fourteen (14) days after either party hereto informs
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 the other party in writing of the disputes in question, a lawsuit may be brought
to the people's court in the area where Party A is located.
7.3. Both Parties hereto agree that, during the conciliation, arbitration or litigation,
Party A may terminate this Contract or require Party B continue to participate
the Competition and Program, in such case, Party B shall make reasonably
effort to cooperate with the Competition and Program. Otherwise Party B shall
pay to Party A a default fine of RMB 280,000, and return all the costs paid by
Party A for building the robot(s). Party B shall also compensate Party A for its
any resulting direct or indirect losses that (including but not limited to the loss
of expected benefits, compensation for any third parties, litigation costs,
attorney fees). Party A shall still protect the related interests and other interests
of Party B.

8. Others
8.1. Any modification or variation with respect to the Contract shall be made in
writing. Otherwise such modification or variation shall not enter into force at
any time. Any written modification and variation hereof made by both Parties
shall constitute an integral part of the Contract.
8.2. Neither Party hereto may assign any or all of the rights and obligations
hereunder to any third party without the prior written consent of the other party.
8.3. The Contract is made in septuplicate, each Competitor from Party B holding 1
copy, while Party A holding the rest. The final interpretation right of the
Contract is owned by Party A.

(No text below)

Party A (Seal): Shanghai Zhichong Network Technology Co., Ltd.

Legal Representative (Signature):

Date: Month/Date/Year

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Party B I (Signature):

ID Card No.:

Date: Month/Date/Year

Party B II (Signature):

ID Card No.:

Date: Month/Date/Year

Party B III (Signature):

ID Card No.:

Date: Month/Date/Year
Party B IV (Signature):

ID Card No.:

Date: Month/Date/Year

Party B V (Signature):

ID Card No.:

Date: Month/Date/Year

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