Tripartite Strategic Cooperation Framework Agreement
AI-Powered Chinese-Language Online Education — Global Deployment

Master template · Governing law: Singapore · Version 1.0 (Draft for legal review)

Parties

Recitals

1. JE AI has the capability to research, develop and operate an AI-powered Chinese-language online education platform and has funded its early-stage development.
2. Party B has overseas market-development, international resource-integration and business-liaison capability, and can support entry into African and other overseas markets and connect relevant government, education and community resources in Asia.
3. The Association has resources and practical experience in Chinese-language education (teaching environments, pilot schools and educational resources) and pursues these activities in furtherance of its non-profit, charitable mission.
4. The Parties wish to combine their respective strengths to advance the deployment, piloting and — where appropriate and consistent with each Party's status — the sustainable operation of the platform, under the SHANHAI TONGWEN brand.

1. Purpose & Nature of Cooperation

1. Purpose. The Parties cooperate on the principles of complementary strengths, shared resources and long-term development to advance the deployment and application of the platform, including: (a) Chinese-language teaching pilots in overseas schools and institutions; (b) overseas market outreach; (c) cooperation with overseas governments and education authorities; (d) digitalisation and AI application in Chinese-language education; (e) growth of overseas teachers, students and institutional users; and (f) where appropriate, commercial operation of the platform.
2. Framework only. This Agreement is a non-exclusive strategic framework. Binding commercial terms for any specific project arise only under a Project-Specific Agreement (Clause 4).
3. Independent parties. The Parties cooperate as independent parties; each is responsible for its own acts and obligations and has no authority to bind another Party except as expressly authorised in writing. (Standard independence wording; to be refined once the Association's legal form is settled.)

2. Roles & Responsibilities

2.1 Party A (JE AI) — Technology & Platform

1. Research, development and technical build of the platform; maintenance, upgrades and technical support.
2. Product optimisation and feature iteration for overseas needs; technical training and after-sales support per project.
3. Bearing its own early-stage R&D investment and technical costs (which do not convert into any ownership right for Party B or Party C — see Clause 5).
4. Providing the platform, AI services and technical authorisation required for the cooperation, in compliance with applicable law and this Agreement.

2.2 Party B (Ray) — Overseas Market & Resources

1. Overseas market development and expansion, with a focus on Africa and other markets it develops.
2. Liaison with overseas schools, institutions, government bodies and potential partners; support for negotiation, signing and on-ground landing of overseas projects.
3. Assisting to connect relevant government and public resources in Asia, within its lawful capability and resources.
4. Market feedback to Party A; assistance with issues arising in project delivery. All liaison with public officials is subject to Clause 9 (Anti-Bribery).

2.3 Party C (GACEE) — Educational Resources, Standards & Brand

1. Providing Chinese-language teaching environments and educational resources; recommending and coordinating suitable pilot schools.
2. Supporting pilots in Indonesia, Vietnam and other agreed locations; connecting schools, teachers, students and institutions.
3. Setting and safeguarding educational and child-protection standards; supporting teaching practice, curriculum application and pedagogical feedback.
4. Licensing the SHANHAI TONGWEN brand for the cooperation on the conditions in Clause 5, and lending its endorsement consistent with its non-profit mission.
5. The Association's role is that of educational-resource, standards and brand party and endorser; it does not undertake commercial delivery, sales or financial-collection obligations, which rest with Party A, Party B and/or local project entities (see Clause 3).

3. Role of the Association & Future Non-Profit Status

1. The Association participates as educational-resource, standards, brand and endorsement party. It may, as agreed in a PSA, receive project revenue-share, cost reimbursement, grants, sponsorship or defined service fees, received into bank accounts in the Association's own name and recorded under its accounting rules.
2. Signing capacity. If the Association is not yet a registered legal entity at signature, this Agreement is entered by its authorised promoter/representative on its behalf and will be ratified — or novated to the registered entity — upon registration; the Parties will re-execute or confirm as needed.
3. Upon non-profit / charity registration, the Association will adopt non-profit ring-fencing (no distribution of surplus to members; fund accounting; arm's-length and disclosed related-party dealings) as set out in the Compliance & Finance Framework, and the Parties will adjust the commercial and financial arrangements accordingly to protect its status.
4. Related-party dealings involving the Association (e.g. with Party A or Party B) shall be transparent and, once it is a non-profit, at arm's length and disclosed under its governance rules.

4. Project-Specific Agreements

1. For a specific country, region, school, government body or institution, the relevant Parties may enter a Project-Specific Agreement ("PSA") setting out: project name; country/region; counterparties; each Party's specific responsibilities; project costs; revenue and profit-sharing (subject to Clause 3 for Party C); project lead; settlement; and term.
2. Where a PSA conflicts with this Agreement, the PSA prevails for that project's commercial terms only; Clauses 3 (Ring-Fence), 5 (IP/Brand), 8 (Data/Safeguarding) and 9 (Anti-Bribery) of this Agreement always prevail.
3. Material matters — major commercial cooperation, major expenditure, IP licensing, revenue allocation and regional exclusivity — require the written confirmation of the authorised representatives of the relevant Parties.

5. Intellectual Property & Brand

1. Platform IP (Party A). All IP and technical results existing before or developed independently by Party A — including software, source code, system architecture, technical solutions, algorithms, programs, database structures and AI models — are and remain owned by Party A. This Agreement grants no assignment or co-ownership to Party B or Party C.
2. Licence. Party A grants the other Parties a non-exclusive, non-transferable, revocable licence to use and promote the platform solely within the scope of the cooperation. No Party shall copy, modify, reverse-engineer, sell, sub-licence or otherwise dispose of the platform or Party A's IP without Party A's written consent.
3. Brand (Party C). The SHANHAI TONGWEN (山海同文) master brand and marks are owned by the Association. The Association grants a non-exclusive, revocable, quality-controlled licence to use the brand for the cooperation, subject to the Association's brand and educational standards; misuse or reputational harm entitles the Association to suspend the licence. Use of any Party's name, marks or logo requires that Party's prior consent.
4. Jointly created content. IP in curricula, teaching materials, content or features jointly created through the cooperation shall be allocated by separate written agreement according to actual contribution.

6. Revenue, Costs & Financial Firewall

1. Business models and cost structures differ by country and project; specific revenue and profit-sharing are agreed in each PSA (subject to Clause 3).
2. Before profit allocation, a project shall first determine project revenue, platform/technology cost, local operating cost, marketing cost, teacher/teaching cost, taxes and other necessary expenses.
3. Separation of funds. Each Party uses its own accounts; there is no commingling. Student fees and commercial revenue are collected by Party A and/or the designated local project entity, or as otherwise agreed in the PSA. Any funds due to the Association (revenue-share, reimbursement, grants or fees) are received into Association-name accounts and recorded under its accounting rules.
4. No Party shall unilaterally change project pricing, allocation ratios or settlement terms without written confirmation of the relevant Parties.
5. Early-stage investment by Party A does not convert into any ownership right of Party B or Party C. Advance payments require prior confirmation and PSA treatment.

7. Resource Registration & Anti-Circumvention

1. The Parties maintain a project-registration and client-reporting mechanism recording projects developed by each Party (Party B's overseas projects; the Association's referred schools/institutions; Party A's direct clients).
2. Without the written consent of the introducing Party, no Party shall circumvent that Party to deal directly, in like cooperation, with a government body, school, institution or client it introduced.
3. Breach causing actual loss gives rise to liability; specific protection periods and remedies may be set in a PSA.

8. Data Protection & Child Safeguarding

1. The Parties comply with the Singapore Personal Data Protection Act 2012 (PDPA) and the data-protection, privacy and cybersecurity laws applicable in each project country.
2. Roles. For each project a data-processing addendum (Schedule 3) shall specify the controller and processor roles for student, teacher, school and user data, the purposes and retention, security measures and cross-border-transfer safeguards.
3. Minors. Students are typically minors. The Parties shall obtain verifiable parental/guardian consent, apply data minimisation, and not use minors' data beyond the project purpose.
4. Child safeguarding. The Parties adopt and follow the Child Safeguarding Policy (Schedule 4), including background checks for personnel in contact with children, conduct standards and incident reporting.
5. No Party shall use data obtained through the cooperation for purposes unrelated to the project.

9. Anti-Bribery, Sanctions & Compliance

1. Each Party shall comply with the Singapore Prevention of Corruption Act, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, and all applicable anti-bribery and anti-corruption laws in every relevant jurisdiction.
2. No Party (nor anyone acting for it) shall offer, give, request or accept any bribe, kickback or improper advantage, including to or from any government official, to obtain or retain business or any improper advantage. Facilitation payments are prohibited.
3. Each Party complies with applicable sanctions and export-control laws relevant to the platform and AI services, and shall not deploy in embargoed contexts.
4. Each Party maintains accurate records and shall promptly notify the others of any credible allegation of breach of this Clause. Breach of this Clause is a material breach permitting immediate suspension or termination.

10. Confidentiality

1. Each Party keeps confidential the trade secrets, technical materials, client/school data, government-resource information, and pricing/revenue information obtained in the cooperation, and shall not disclose them to unrelated third parties without the disclosing Party's written consent.
2. Confidentiality survives termination for the period appropriate to the nature of the information (default [ 3 ] years, and indefinitely for trade secrets and personal data).

11. Liability, Indemnity & Insurance

1. Each Party is responsible for its own domain. Each Party indemnifies the others against losses arising from its own breach, negligence, or breach of Clauses 8 or 9.
2. Liability cap. Save for breaches of Clauses 5, 8, 9 and 10, fraud, or death/personal injury (which are uncapped as required by law), each Party's aggregate liability to the others is capped at [ the amounts payable/received by that Party under the relevant PSA in the preceding 12 months / a fixed sum ].
3. Party C cap. Consistent with Clause 3, Party C's aggregate liability is limited to direct losses caused by its own wilful default or gross negligence, and it is not liable for commercial or consequential losses.
4. No Party is liable for indirect or consequential loss. The Parties maintain appropriate insurance for their respective activities where reasonably available.

12. Term, Termination & Exit

1. Term. [ 3 ] years from the date of last signature, renewable by agreement.
2. The Parties may terminate by mutual agreement. A Party may terminate as to a defaulting Party that fails to cure a material breach within [ 30 ] days of written notice.
3. A Party's exit does not affect PSAs already signed and in performance, which continue or are dealt with per their terms. On Party A's exit, its platform IP remains its own.
4. Survival & wind-down. Clauses 5, 8, 9, 10, 11 and accrued settlement obligations survive. On termination, each Party returns or deletes the others' confidential data and personal data (subject to legal retention), and brand/IP licences cease.

13. Force Majeure

No Party is liable for failure caused by events beyond its reasonable control (war, epidemic, natural disaster, change of government policy or law, and similar). The Parties shall consult in good faith to adjust the affected project.

14. Governing Law & Dispute Resolution

1. This Agreement is governed by and construed under the laws of Singapore.
2. The Parties first seek to resolve disputes amicably. Failing resolution within [ 30 ] days, the dispute is finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its Rules, seat Singapore, tribunal of [ one ] arbitrator, language English.

15. General

1. This Agreement (with its Schedules and PSAs) is the entire agreement on its subject matter and supersedes prior understandings.
2. Amendments must be in writing and signed by all Parties. No waiver is implied. If any provision is invalid, the remainder stands.
3. Notices are given in writing to the addresses/emails in the signature blocks.
4. Language. This Agreement is executed in English and Chinese. The Chinese version (中文版) is provided for reference and understanding; in the event of conflict, the English version prevails [or specify the Chinese version prevails, per the Parties' preference — to be confirmed].
5. This Agreement may be signed in counterparts, including electronically.

Schedules

Signatures