Data Cleaning

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is entered into as of June 10, 2025 (the "Effective Date"), by and between:

Shanghai SS Information Technology Co., Ltd., a company organized under the laws of the People's Republic of China, having its principal place of business at Suite 1008, Block B, No. 998 Century Avenue, Pudong New Area, Shanghai, China (the "Company"),

and

Li Fang, an individual residing at Room 1205, Building 18, No. 200 Jinhai Road, Kangqiao Town, Pudong New Area, Shanghai, China (the "Consultant").

Collectively, the Company and Consultant are referred to as the "Parties," and individually as a "Party."

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1. ENGAGEMENT; SCOPE OF WORK

1.1 Engagement.
  Company engages Consultant to provide the services described in Exhibit A (the "Services"), and Consultant accepts such engagement as an independent contractor.

1.2 Services.
  Consultant shall:
  (a) Write original articles for Company's WeChat Official Account, with a minimum of eight (8) articles monthly (1,500–2,000 characters each);
  (b) Conduct industry research and gather relevant materials to support content creation;
  (c) Design or coordinate the design of accompanying images for each article;
  (d) Coordinate with Company's marketing team to ensure articles meet desired style, format, and publication schedule; and
  (e) Submit all drafts, revisions, and final materials according to the schedule in Exhibit A.

1.3 Change Requests.
  If Company requests any material change to the scope of Services, the Parties shall negotiate a written amendment to Exhibit A—revising deliverables, deadlines, and compensation—before Consultant proceeds.

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2. TERM; TERMINATION

2.1 Term.
  This Agreement shall commence on the Effective Date and continue until June 9, 2026 (the "Term"), unless earlier terminated as provided herein.

2.2 Termination for Convenience.
  Either Party may terminate this Agreement at any time for any reason upon thirty (30) days' prior written notice. Upon such termination, Company shall pay Consultant for all Services performed through the termination date.

2.3 Termination for Cause.
  Either Party may terminate this Agreement immediately upon written notice if the other Party:
  (a) Materially breaches any representation, warranty, or covenant under this Agreement and (if curable) fails to cure the breach within fifteen (15) business days after receipt of written notice;
  (b) Engages in gross negligence, willful misconduct, fraud, or unlawful activity related to this Agreement; or
  (c) Becomes subject to insolvency proceedings, has a receiver appointed over its assets, or files for bankruptcy.

2.4 Effect of Termination.
  Upon any termination or expiration of this Agreement:
  (a) Consultant shall promptly deliver to Company all work product (including drafts, final articles, images, and related materials) arising from or relating to the Services;
  (b) Company shall pay all outstanding fees for Services rendered through the effective date of termination; and
  (c) All rights and licenses granted under Section 5 (Intellectual Property) shall survive.

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3. COMPENSATION AND PAYMENT

3.1 Fees.
  In full consideration of the Services, Company shall pay Consultant at the rate of RMB 1,500.00 per approved article. Consultant shall submit monthly invoices listing all approved articles for that month.

3.2 Invoices and Payment Terms.
  (a) Consultant shall submit an invoice by the 5th business day of each month for the prior month's approved articles.
  (b) Company shall pay each undisputed invoice within ten (10) business days of receipt by wire transfer to Consultant's designated bank account:
  • Bank: Industrial and Commercial Bank of China, Zhangjiang Branch, Shanghai
  • Account Name: Li Fang
  • Account No.: 6222 0020 2345 6789
  (c) Company shall withhold and remit any taxes required by PRC law.
  (d) If Company fails to pay any undisputed amount by the due date, Company shall pay a late fee of 0.05% of the overdue amount per day until paid in full.

3.3 Expenses.
  Consultant is responsible for all expenses incurred in performing the Services unless otherwise pre-approved by Company in writing (e.g., stock image licensing fees).

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4. INDEPENDENT CONTRACTOR; NO BENEFITS

4.1 Independent Contractor Status.
  Consultant is an independent contractor. Nothing in this Agreement shall be construed as creating an employer–employee, joint venture, or agency relationship. Consultant shall not be an employee of Company for any purpose.

4.2 No Employee Benefits.
  Consultant acknowledges that Consultant is not entitled to any employee benefits provided by Company (such as paid leave, insurance, or pension). Consultant is solely responsible for all taxes, insurance premiums, and other liabilities arising from compensation received under this Agreement.

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5. CONFIDENTIALITY

5.1 Confidential Information Defined.
  "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by Company to Consultant, including but not limited to editorial plans, marketing strategies, customer data, draft articles, and design assets. Confidential Information does not include information that:
  (a) Is or becomes publicly available through no fault of Consultant;
  (b) Was rightfully known to Consultant without restriction before disclosure by Company;
  (c) Is independently developed by Consultant without reference to Company's Confidential Information; or
  (d) Is rightfully obtained by Consultant from a third party without breach of confidentiality.

5.2 Obligations of Confidentiality.
  (a) Consultant shall maintain all Confidential Information in strict confidence, not disclose it to any third party without Company's prior written consent, and use it solely to perform the Services.
  (b) Consultant shall reproduce Confidential Information only as required for performance, ensuring any copies remain subject to this confidentiality obligation.
  (c) Upon Company's request or termination, Consultant shall return or destroy all materials containing Confidential Information and certify compliance in writing.

5.3 Survival.
  Consultant's confidentiality obligations shall survive for three (3) years after termination or expiration of this Agreement.

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6. INTELLECTUAL PROPERTY

6.1 Work Product; Ownership.
  (a) "Work Product" means all drafts, final articles, images, and any related content created by Consultant (alone or jointly) in connection with the Services.
  (b) Consultant irrevocably assigns to Company all rights, title, and interest in and to the Work Product, including copyrights and any moral rights. Consultant shall execute any documents and perform any acts reasonably requested to perfect Company's ownership.

6.2 Pre-Existing Materials.
  If Consultant incorporates any pre-existing materials (including licensed images or open-source assets) into the Work Product, Consultant grants Company a perpetual, worldwide, royalty-free, sublicensable license to use those Pre-Existing Materials as part of the Work Product. Consultant shall provide Company with a list of all Pre-Existing Materials and their respective licenses.

6.3 Moral Rights Waiver.
  To the fullest extent permitted by law, Consultant waives any moral rights in the Work Product, including the right of attribution and the right to object to derogatory treatments.

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7. REPRESENTATIONS AND WARRANTIES

7.1 Consultant's Representations. Consultant represents and warrants that:
  (a) Consultant has full power and authority to enter into and perform this Agreement;
  (b) All Work Product will be original to Consultant and not infringe any third party's rights;
  (c) Consultant's performance will comply with applicable laws and regulations;
  (d) Consultant has obtained any necessary permissions for third-party materials used in the Work Product.

7.2 Company's Representations. Company represents and warrants that:
  (a) Company has full power and authority to enter into and perform this Agreement;
  (b) Company's provision of materials or instructions will not infringe any third party's rights.

7.3 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 7, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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8. INDEMNIFICATION

8.1 By Consultant. Consultant shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents (each, a "Company Indemnitee") from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
  (a) Any breach by Consultant of its representations, warranties, or obligations under this Agreement;
  (b) Any claim that the Work Product or Consultant's performance infringes any third party's intellectual property or proprietary right; or
  (c) Consultant's gross negligence, willful misconduct, or fraud in performing the Services.

8.2 By Company. Company shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, and agents (each, a "Consultant Indemnitee") from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
  (a) Any breach by Company of its representations, warranties, or obligations under this Agreement; or
  (b) Any claim arising solely from Company's instructions that infringe any third party's rights.

8.3 Indemnification Procedure. Promptly after receiving notice of a claim for which indemnity is sought, the indemnified Party (the "Indemnitee") shall notify the indemnifying Party (the "Indemnitor") in writing. The Indemnitor shall have the right to assume control of the defense with counsel of its own choosing, provided the Indemnitee may participate at its own expense. The Indemnitor shall not settle any claim without the Indemnitee's prior written consent (not to be unreasonably withheld).

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9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT.

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10. FORCE MAJEURE

10.1 Definition. "Force Majeure Event" means an event beyond a Party's reasonable control that is unforeseeable, unavoidable, and insurmountable, including without limitation earthquake, flood, typhoon, fire, war, epidemic, government action, or any similar cause.

10.2 Notice; Suspension. The affected Party shall notify the other promptly in writing, including reasonable evidence of the Force Majeure Event and its likely duration. Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

10.3 Mitigation; Termination. Both Parties shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice. Termination under this Section 10.3 shall be without further liability, except for payment for Services performed through the effective date of termination.

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11. DISPUTE RESOLUTION; GOVERNING LAW

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of laws principles.

11.2 Negotiation; Arbitration. Any dispute arising out of or relating to this Agreement shall first be referred to senior representatives of the Parties for good-faith negotiation. If negotiation fails within thirty (30) days, either Party may submit the dispute to arbitration before the Shanghai International Economic and Trade Arbitration Commission (SHIAC) under its then-current rules. The place of arbitration shall be Shanghai, the language shall be English, and the award shall be final and binding.

11.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened breach of Section 5 (Confidentiality) or Section 6 (Intellectual Property).

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12. MISCELLANEOUS

12.1 Notices. All notices under this Agreement shall be in writing and delivered by:
  (a) Registered mail (return receipt requested);
  (b) Recognized overnight courier; or
  (c) Email (with confirmation of receipt).

Delivery addresses are:
  If to Company:
  Shanghai SS Information Technology Co., Ltd.
  Attention: Legal Department
  Suite 1008, Block B, No. 998 Century Avenue
  Pudong New Area, Shanghai 200120, China
  Email: legal@ssitech.com

  If to Consultant:
  Li Fang
  Room 1205, Building 18, No. 200 Jinhai Road
  Kangqiao Town, Pudong New Area, Shanghai 201315, China
  Email: lifang_writer@example.com

12.2 Entire Agreement. This Agreement (including all Exhibits) constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

12.3 Amendments and Waivers. Any amendment or waiver of any provision must be in writing and signed by both Parties. No failure or delay in exercising any right or remedy shall operate as a waiver.

12.4 Severability. If any provision is held invalid or unenforceable, that provision shall be deemed stricken and all remaining provisions shall remain in full force and effect.

12.5 Assignment. Consultant may not assign or delegate any rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement (in whole or in part) to any affiliate or successor entity, provided Company remains liable for its obligations hereunder.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original, and all of which together constitute one agreement.

12.7 Headings. Section headings are for convenience only and shall not affect interpretation.

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EXHIBIT A – SERVICES AND DELIVERABLE SCHEDULE
	1.	Article Production (Monthly)
  • Consultant will deliver at least eight (8) original articles per month. Each article shall be 1,500–2,000 Chinese characters in length, focused on industry news, insights, or Company updates.
  • All articles shall be submitted as editable Word documents with associated image files (JPEG/PNG) at 72 dpi resolution.
  • Delivery Schedule:
	•	By the 25th of each month, Consultant submits drafts for that month's articles.
	•	Company reviews and provides revision requests within three (3) business days.
	•	Consultant returns finalized articles within two (2) business days after receiving feedback.
	2.	Image Design (Monthly)
  • For each article, Consultant shall either design a bespoke cover image or coordinate with a designer to supply an appropriate royalty-free image, ensuring compliance with copyright laws.
  • Cover images must be sized 900 × 500 pixels and provided in PNG format.
	3.	Editorial Calendar Coordination
  • Consultant shall participate in a monthly planning meeting (via video conference) with Company's marketing team to outline next month's topics, deadlines, and any event promotions.
  • Meeting to be scheduled within the first five (5) business days of each month.
	4.	Monthly Reporting
  • By the 5th business day of each month, Consultant will submit a "Monthly Content Report" summarizing topics covered, performance metrics (e.g., view count, engagement), and planned topics for the upcoming month.
  • Company will review and provide strategic feedback within three (3) business days.
	5.	Revisions and Corrections
  • Consultant shall correct any factual errors or significant typos identified by Company within two (2) business days of written notice.
	6.	Ongoing Communication
  • Consultant shall be available via email or messaging platform (e.g., WeChat, Slack) during normal business hours (9 AM–6 PM CST) for ad-hoc questions or urgent requests.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Company:
Shanghai SS Information Technology Co., Ltd.

By: ___________________________
Name: Zhao Junhua
Title: Authorized Representative
Date: June 10, 2025

Consultant:
By: ___________________________
Name: Li Fang
Title: Independent Contractor
Date: June 10, 2025

Witness (if any):
By: ___________________________
Name: ________________________
Date: _______________________ 

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is entered into as of June 10, 2025 (the "Effective Date"), by and between:

Shanghai SS Information Technology Co., Ltd., a company organized under the laws of the People's Republic of China, having its principal place of business at Suite 1008, Block B, No. 998 Century Avenue, Pudong New Area, Shanghai, China (the "Company"),

and

Zhang Wei, an individual residing at Room 302, Building 5, No. 88 Zhangjiang Hi-Tech Road, Pudong New Area, Shanghai, China (the "Contractor").

Collectively, the Company and Contractor are referred to as the "Parties," and individually as a "Party."

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1. ENGAGEMENT; SCOPE OF WORK

1.1 Engagement.
Company engages Contractor to perform the services described in Exhibit A (the "Services"), and Contractor accepts such engagement as an independent contractor.

1.2 Services.
Contractor shall:
(a) Develop and maintain the front-end code for Company's website and WeChat Mini Program using HTML, CSS, JavaScript, and React;
(b) Design, implement, and optimize user interface components for responsive, cross-browser compatibility;
(c) Test functionality, troubleshoot bugs, and perform performance optimizations as needed;
(d) Coordinate with Company's back-end developers to integrate APIs and data sources; and
(e) Provide monthly technical documentation and conduct one online training session per month as specified in Exhibit A.

1.3 Change Requests.
If Company requests any material change to the scope of Services, the Parties shall negotiate a written amendment to Exhibit A (the "Change Request Amendment")—covering revised deliverables, schedule, and compensation—before Contractor proceeds with such changes.

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2. TERM; TERMINATION

2.1 Term.
This Agreement shall commence on the Effective Date and continue until June 9, 2026 (the "Term"), unless earlier terminated as provided herein.

2.2 Termination for Convenience.
Either Party may terminate this Agreement at any time for any reason by giving the other Party thirty (30) days' prior written notice. Upon such termination, Company shall pay Contractor for all Services performed through the effective date of termination.

2.3 Termination for Cause.
Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) Materially breaches any representation, warranty, or covenant under this Agreement and (if curable) fails to cure such breach within fifteen (15) business days after receipt of written notice;
(b) Commits gross negligence, willful misconduct, fraud, or unlawful activity related to this Agreement; or
(c) Becomes subject to insolvency proceedings, has a receiver appointed over its assets, or files for bankruptcy.

2.4 Effect of Termination.
Upon termination or expiration of this Agreement:
(a) Contractor shall promptly deliver to Company all work product (including source code, documentation, designs, reports, and other materials) arising from or relating to the Services;
(b) Company shall pay all outstanding Fees for Services rendered through the effective date of termination; and
(c) All rights and licenses granted under Section 6 (Intellectual Property) shall survive.

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3. COMPENSATION AND PAYMENT

3.1 Fees.
In full consideration for the Services, Company shall pay Contractor a total of RMB 200,000.00 (Two Hundred Thousand Yuan), payable according to the following schedule:
(a) Upon Company's written acceptance of Phase 1 deliverables (Requirements Analysis & Technical Proposal) by June 30, 2025: RMB 20,000.00 (10%);
(b) Upon written acceptance of Phase 2 (Page Framework & Prototype) by July 31, 2025: RMB 20,000.00 (10%);
(c) Upon written acceptance of Phase 3 (Feature Development & Integration) by October 31, 2025: RMB 60,000.00 (30%);
(d) Upon written acceptance of Phase 4 (Testing & Optimization) by December 15, 2025: RMB 40,000.00 (20%);
(e) Upon written acceptance of Phase 5 (Deployment & Documentation) by January 15, 2026: RMB 40,000.00 (20%);
(f) Upon completion of Phase 6 (Maintenance & Training) by June 9, 2026: RMB 20,000.00 (10%).

3.2 Invoices and Payment Terms.
(a) Contractor shall submit an invoice to Company within five (5) business days after Company's written acceptance of each phase.
(b) Company shall pay each undisputed invoice within ten (10) business days by wire transfer to Contractor's designated account:
• Bank: Industrial and Commercial Bank of China, Zhangjiang Branch, Shanghai
• Account Name: Zhang Wei
• Account No.: 6222 0010 1234 5678
(c) Company shall withhold and remit any taxes required by PRC law, furnishing Contractor with proof of such withholding.
(d) If Company fails to pay any undisputed amount by the due date, Company shall pay a late fee equal to 0.05% of the overdue amount per day until paid in full.

3.3 Expenses.
Contractor shall be responsible for all out-of-pocket expenses incurred in performing Services, except that Company agrees to reimburse Contractor for pre-approved travel expenses reasonably incurred in connection with any required business travel. Consultant's reimbursement requests must be accompanied by original receipts and submitted within thirty (30) days of incurring such expenses.

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4. INDEPENDENT CONTRACTOR; NO BENEFITS

4.1 Independent Contractor Status.
Contractor is and will remain an independent contractor. Nothing in this Agreement shall be construed to create an employment, joint venture, agency, or partnership relationship between the Parties. Contractor shall not be considered an employee of Company for any purpose.

4.2 No Employee Benefits.
Contractor acknowledges that Contractor is not entitled to any benefits provided by Company to its employees (including, but not limited to, paid vacation, sick leave, insurance, or pension benefits). Contractor is solely responsible for all taxes, insurance premiums, and other liabilities incurred in performing the Services.

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5. CONFIDENTIALITY

5.1 Confidential Information Defined.
"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by Company to Contractor (whether orally, in writing, or by inspection of tangible objects), including but not limited to trade secrets, business plans, financial data, software, source code, prototypes, customer lists, marketing strategies, and unpublished product designs. Confidential Information does not include information that:
(a) Is or becomes public through no fault of Contractor;
(b) Was rightfully in Contractor's possession without restriction before disclosure by Company;
(c) Is independently developed by Contractor without use of or reference to Company's Confidential Information; or
(d) Is rightfully obtained by Contractor from a third party without breach of confidentiality.

5.2 Obligations of Confidentiality.
(a) Contractor shall (i) hold all Confidential Information in strict confidence; (ii) not disclose any Confidential Information to third parties without Company's prior written consent; and (iii) use Confidential Information solely for the purpose of performing the Services.
(b) Contractor shall reproduce Confidential Information only as reasonably necessary for the Services and shall ensure that any copies remain subject to the obligations herein.
(c) Upon Company's written request or upon termination of this Agreement, Contractor shall promptly (i) return or destroy all materials containing Confidential Information and (ii) certify in writing that Contractor has complied with these obligations.

5.3 Survival.
The obligations in this Section 5 shall survive for a period of three (3) years following the termination or expiration of this Agreement.

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6. INTELLECTUAL PROPERTY

6.1 Work Product; Assignment.
(a) "Work Product" means all deliverables, inventions, designs, processes, software, documentation, and other materials conceived, developed, or delivered by Contractor (either alone or jointly with others) in connection with the Services.
(b) Contractor hereby irrevocably assigns to Company, and Company accepts, all right, title, and interest in and to the Work Product (including all patent rights, copyrights, trade secrets, and other intellectual property rights). Contractor agrees to execute any documents and take any actions reasonably requested by Company (at Company's expense) to perfect Company's ownership.

6.2 Pre-Existing Materials.
To the extent Contractor uses any pre-existing intellectual property or materials (including open-source software) in performing the Services ("Pre-Existing Materials"), Contractor grants Company a perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and create derivative works based on such Pre-Existing Materials as incorporated in the Work Product. Contractor shall provide Company with complete details of all Pre-Existing Materials and their licenses.

6.3 Moral Rights Waiver.
To the maximum extent permitted by law, Contractor hereby waives and agrees never to assert any "moral rights" or "droit moral" in or to any Work Product, including the right of attribution and the right to object to derogatory treatments.

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7. REPRESENTATIONS AND WARRANTIES

7.1 Contractor's Representations. Contractor represents and warrants that:
(a) Contractor has full right, power, and authority to enter into and perform this Agreement;
(b) Contractor's performance of the Services will not infringe or misappropriate any third-party intellectual property rights;
(c) All Work Product will be original to Contractor and not based on or derived from any third party's proprietary work, except as disclosed in writing to Company;
(d) Contractor shall comply with all applicable laws, regulations, and industry standards in performing the Services.

7.2 Company's Representations. Company represents and warrants that:
(a) Company has full right, power, and authority to enter into and perform this Agreement; and
(b) Company's provision of information, materials, and data to Contractor will not violate any third-party rights.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, ALL SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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8. INDEMNIFICATION

8.1 By Contractor. Contractor shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents (each, a "Company Indemnitee") from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Any breach by Contractor of its representations, warranties, or obligations under this Agreement;
(b) Any claim that the Work Product or Contractor's performance infringes or misappropriates any intellectual property or proprietary right of any third party;
(c) Contractor's gross negligence, willful misconduct, or fraud in performing the Services.

8.2 By Company. Company shall indemnify, defend, and hold harmless Contractor and its officers, directors, employees, and agents (each, a "Contractor Indemnitee") from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Any breach by Company of its representations, warranties, or obligations under this Agreement; or
(b) Any claim arising from Company's instructions or materials that infringe or misappropriate any third-party intellectual property right.

8.3 Procedure. Promptly after receiving notice of a claim for which indemnity is sought, the indemnified Party (the "Indemnitee") shall notify the indemnifying Party (the "Indemnitor") in writing. The Indemnitor shall have the right to assume defense of such claim with counsel of its choice, provided that the Indemnitee may participate at its own expense. The Indemnitor shall not settle any claim without the Indemnitee's prior written consent (not to be unreasonably withheld).

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9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY (SECTION 5), INTELLECTUAL PROPERTY INFRINGEMENT (SECTION 6), OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO CONTRACTOR UNDER THIS AGREEMENT.

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10. TERMINATION ASSISTANCE

10.1 Transition Services. If this Agreement is terminated for any reason, upon Company's request, Contractor shall provide reasonable transition assistance for up to thirty (30) days following the effective date of termination at Contractor's then-current hourly or daily rate, to help transfer Services to Company or to a successor contractor.

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11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to conflict of laws principles.

11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved as follows:
(a) The Parties shall first attempt in good faith to negotiate a resolution.
(b) If the dispute cannot be resolved by negotiation within thirty (30) days, either Party may submit the dispute to arbitration before the Shanghai International Economic and Trade Arbitration Commission (SHIAC) under its then-current rules. The arbitration shall be conducted in Shanghai, in English. The arbitral award shall be final and binding upon both Parties.

11.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened breach of Sections 5 (Confidentiality) or 6 (Intellectual Property).

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12. MISCELLANEOUS

12.1 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and sent by (a) registered mail (return receipt requested), (b) nationally recognized overnight courier, or (c) email (with confirmation of receipt), to the addresses below (or to such other address as a Party may designate in writing):
	•	If to Company:
Shanghai SS Information Technology Co., Ltd.
Attn: Legal Department
Suite 1008, Block B, No. 998 Century Avenue
Pudong New Area, Shanghai 200120, China
Email: legal@ssitech.com
	•	If to Contractor:
Zhang Wei
Room 302, Building 5, No. 88 Zhangjiang Hi-Tech Road
Pudong New Area, Shanghai 201203, China
Email: zhangwei.email@example.com

12.2 Entire Agreement. This Agreement (including all Exhibits) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, agreements, and understandings, whether written or oral.

12.3 Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. No failure or delay in exercising any right or remedy shall operate as a waiver.

12.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be reformed to the maximum extent permissible or, if not reformable, severed; the remaining provisions shall continue in full force and effect.

12.5 Assignment. Contractor may not assign, delegate, or otherwise transfer any rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement (in whole or in part) to an affiliate or successor entity, provided Company remains liable for its obligations hereunder.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronic signature), each of which shall be deemed an original and all of which together shall constitute one instrument.

12.7 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

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EXHIBIT A – SCOPE OF WORK AND DELIVERABLE SCHEDULE
	1.	Phase 1: Requirements Analysis & Technical Proposal
• Deliver a "Front-End Requirements Analysis Report" detailing functional and non-functional requirements.
• Deliver a "Technical Proposal Document" outlining architecture, technology stack, UI/UX approach, and project timeline.
• Due: June 30, 2025.
	2.	Phase 2: Page Framework & Prototype
• Deliver HTML/CSS/React codebase establishing the front-end framework.
• Provide a functional prototype demo illustrating page layouts and navigation flows.
• Due: July 31, 2025.
	3.	Phase 3: Feature Development & Integration
• Implement all agreed front-end features (login, user dashboard, data display, form handling, etc.).
• Coordinate with back-end developers to integrate APIs, ensuring data correctness and error handling.
• Deliver an "Integration & Testing Report" summarizing test cases, results, and bug fixes.
• Due: October 31, 2025.
	4.	Phase 4: Testing & Optimization
• Address all QA feedback: fix critical and major bugs.
• Perform performance profiling and optimize code for load times, bundle sizes, and responsiveness.
• Deliver a "Function Acceptance Report" confirming all tasks are complete and performance benchmarks met.
• Due: December 15, 2025.
	5.	Phase 5: Deployment & Documentation
• Assist Company with staging and production deployment following Company's DevOps process.
• Deliver complete front-end source code repository (properly versioned and documented).
• Provide: (a) "Deployment Guide" with step-by-step instructions; (b) "User Manual" explaining key features and administrative tasks.
• Due: January 15, 2026.
	6.	Phase 6: Maintenance & Training
• Provide one (1) online training session per month for Company's front-end team (up to two hours each), covering architecture, code structure, best practices, and troubleshooting.
• Implement minor version updates and bug fixes as requested by Company (up to eight (8) hours per month).
• Respond to critical bug reports within twenty-four (24) hours; resolve within seventy-two (72) hours.
• Due: Ongoing through June 9, 2026.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Company:
Shanghai SS Information Technology Co., Ltd.

By: ___________________________
Name: Zhao Junhua
Title: Authorized Representative
Date: June 10, 2025

Contractor:
By: ___________________________
Name: Zhang Wei
Title: Independent Contractor
Date: June 10, 2025

Witness (if any):
By: ___________________________
Name: ________________________
Date: ________________________