Zhihu (ZH) 20-F 2021 FY Annual report (foreign)

Exhibit 4.8

Exclusive Technology Development, Consultancy and Services Agreement

This Exclusive Technology Development, Consultancy and Services Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between the following parties on September 7, 2021:

A. Shanghai Zhishi Commercial Consulting Co., Ltd. (hereinafter referred to as “Party A”), a limited liability company legally established and existing in accordance with the law of People’s Republic of China (the “PRC”), with its registered address at F8-11, No. 2777 Zhouhai Road, Pudong New Area, Shanghai.

B. Shanghai Pinzhi Education Technology Co., Ltd. (hereinafter referred to as “Party B”), a limited liability company legally established and existing in accordance with the law of the PRC, with its registered address at Room 201, F2, Building 11, Lane 1, No. 3805 Songzheng Road, Liantang Town, Qingpu District, Shanghai.

In this Agreement, Party A and Party B shall be herein referred to as the “Parties” collectively, and as a “Party” respectively.

Whereas:

1. Party A is a wholly foreign-owned enterprise established in PRC, and has the resources and qualifications to provide technology development, consultation and services;

2. Party A agrees to provide Party B with technology development, consultation and related services and Party B agrees to accept technology development, consultation and related services provided by Party A.

The Parties have reached consensus on providing technical consulting and related services through friendly consultation. The Parties hereby agree to enter into this Agreement for mutual compliance so as to clarify the rights and obligations of the Parties.

I. Technology Development, Consultation and Services; Exclusive and Proprietary Rights and Interests

1. Party A agrees to provide Party B with related technology development, consultation and services as the provider of technology development, consultation and services during the term of this Agreement in accordance with the terms and conditions of this Agreement, including but not limited to the following:

(a) Basic software development and consulting services;

(b) Development, renewal and updating services of computer system;

(c) Software development services;

(d) Product sale services;

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Exhibit 4.8

(e) Services involving design, manufacturing, agency and publishing of advertisements; and

(f) Demands for other technology development, consultation and services put forward by Party B;

2. Party B agrees to accept technology development, consultation and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not accept the same or any similar technology development, consultation and services provided by any third party concerning the business mentioned above.

3. Party A shall have exclusive and proprietary rights and interests in any and all rights and interests arising out of the performance of this Agreement, including but not limited to intellectual property concerning ownership, copyrights, patents, etc., technical secrets, trade secrets and others, whether developed by Party A or developed by Party B based on Party A’s original intellectual property.

4. In order to guarantee that Party B meets the cash flow requirements in its daily operation and/or offset any losses incurred in the course of its operation, Party A may, at its discretion, decide whether to provide financial support for Party B (only to the extent permitted by Chinese laws), regardless of whether Party B actually incurs any such operating loss. If Party A elects to provide financial support for Party B, Party B must accept such financial support provided by Party A. Party A may provide financial support for Party B in the form of bank entrusted loan or offering a loan, and shall sign such contract on entrusted loan or offering a loan separately.

5. Service-providing Methodology of Party A

(a) Party A and Party B agree that during the term of this Agreement, the Parties may enter into and sign other technical service agreements and consulting service agreements directly or through respective related party, such agreements shall provide the specific contents, methods, personnel and fees for specific technical services and consulting services.

(b) To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, the Parties may enter into and sign the intellectual property license agreement (including but not limited to software, trademarks, patents and technical secrets) directly or through respective related party, such Agreement shall allow Party B to use Party A’s intellectual property rights at any time according to the need of Party B’s business.

(c) To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, the Parties may enter into and sign equipment or workshop lease agreements directly or through respective related party, such Agreement shall allow Party B to use Party A’s related equipment or workshop at any time according to the need of Party B’s business.

(d) Party A, at its sole discretion, may subcontract part of the services herein to be provided to Party B to a third party.

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Exhibit 4.8

II. Calculation and Payment of the Service Fees

1. The Parties agree that Party B shall pay the fees of technology development, consultation and services (hereinafter referred to as the “Consultation and Service Fees”) under this Agreement to Party A on an annual basis or at a time otherwise agreed by the Parties. In principle, Party B shall pay Party A one hundred percent (100%) of the balance (hereinafter referred to as the “Net Income”) of its total income on the basis of consolidated statements after deducting the business cost agreed by the Parties as Consultation and Service Fees, however, the specific amount of Consultation and Service Fees can be determined by the Parties through separate negotiations. Party A has the rights to adjust the amount of Consultation and Service Fees in written form in advance at its sole discretion in accordance with the current year’s service contents of Party A and the business needs of Party B. Party B shall provide Party A with Party B’s management statements and operating data for such year within ninety (90) days after the end of each fiscal year, such financial statements shall be audited and certified by an independent certified public accountant approved by Party A. Party B hereby undertakes that the management statements, operating data and financial statements provided by Party B shall be true, valid, accurate and complete. Party B shall bear full liability for losses incurred by Party A due to defects in the aforesaid materials provided by Party B. Party B irrevocably undertakes to indemnify Party A accordingly for the reduced or exempted amount of payment, provided that Party B’s obligation to pay the service fees hereunder is reduced or exempted arising out of providing false materials to Party A by Party B.

2. The amount of Consultation and Service Fees shall be determined by the following factors:

(a) Difficulty of technical development and complexity of consulting and management services;

(b) Time needed by Party A for providing such technology development, consultation and management services;

(c) Contents and commercial value of technology development, consultation and management services;

(d) Party B shall pay the service fees separately according to Party A’s quotation for the specific technical services and consulting provided by Party A from time to time at the request of Party B; and

(e) With respect to the depreciation of equipment actually provided by Party A to Party B, Party A may request Party B to make the compensations according to the actual situation.

3. Party B shall provide Party A with financial statements and all operating records, business contracts and financial data for such year within thirty (30) days prior to the end of each calendar year. Party A may appoint an independent accountant with good reputation to audit relevant information in the event that Party A raises questions about the financial information provided by Party B, and Party B shall provide cooperation.

4. Party B shall bear the burden of tax arising out of the execution of this Agreement by the

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Exhibit 4.8

Parties.

III. Representations and Warranties

1. Party A hereby represents and warrants as follows:

(a) Party A is a company legally established and validly existing in accordance with the laws of the PRC;

(b) Party A shall enter into and perform this Agreement within its power and business scope of corporation; Party A has taken necessary corporate actions and obtained necessary authorizations as well as all consents and approvals from third parties and government agencies, while not violating the restrictions of binding laws and contracts.

(c) Once this Agreement is signed, it shall constitute Party A’s legal, valid and binding obligations, enforceable against it in accordance with terms of this Agreement.

2. Party B hereby represents and warrants as follows:

(a) Party B is a company legally established and validly existing in accordance with the laws of the PRC;

(b) Party B shall enter into and perform this Agreement within its power and business scope of corporation; Party B has taken necessary corporate actions and obtained necessary authorizations as well as all consents and approvals from third parties and government agencies, while not violating the restrictions of binding laws and contracts.

(c) Once this Agreement is signed, it shall constitute Party B’s legal, valid and binding obligations, enforceable against it in accordance with terms of this Agreement.

IV. Confidentiality Clauses

1. The Parties acknowledge that any oral or written information exchanged between the Parties on this Agreement is regarded as confidential information (hereinafter referred to as “Confidential Information”). Each Party shall maintain confidentiality of all such confidential information, and such Party shall not disclose any relevant Confidential Information to any third party, without obtaining the written consent of the other Party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s disclosure to public); (b) is under the obligation to be disclosed pursuant to the laws or regulations, rules of any stock exchange; or (c) is required to be disclosed by any Party to its legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Article. Disclosure of any Confidential Information by employees of or agencies engaged by any Party shall be deemed disclosure of such Confidential Information by such Party, and such Party shall be held liable for breach of this Agreement.

2. The Parties agree that these terms shall remain effective regardless of whether this Agreement

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Exhibit 4.8

is modified, rescinded or terminated.

V. Indemnification

Party B shall indemnify Party A for any losses, injuries, obligations and /or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the technology development, consultation and services at the request of Party B, and shall hold Party A harmless from any damage and loss caused by acts of Party B or requested by any third party as a result of Party B’s acts, while the aforesaid lawsuits, claims and other requests arising from the willful misconduct or gross negligence of Party A are excluded.

VI. Effectiveness and Validity

1. This Agreement is signed and shall be effective as of the date indicated on commencement herein. This Agreement shall remain effective for twenty (20) years unless it is early terminated in accordance with this Agreement or other related agreements concluded by the Parties.

2. This Agreement may be extended upon Party A’s written confirmation prior to its expiration. The extension of the term shall be determined by Party A and, Party B must agree to it unconditionally. Party A shall have the rights to elect another extension of the validity period.

VII. Termination

1. This Agreement shall terminate on the date of expiration unless it is renewed in accordance with the relevant terms.

2. Party B shall not terminate this Agreement in advance during the term of this Agreement. Notwithstanding, Party A may terminate this Agreement by giving thirty (30) day’s prior written notice to Party B at any time.

3. The rights and obligations of the Parties under Articles IV, V and VIII of this Agreement shall remain effective upon the termination of this Agreement.

VIII. Governing laws and Disputes Resolution

1. The conclusion, validity, interpretation, performance, amendment and termination of this Agreement and the dispute resolution shall be governed by the laws of China (excluding Hong Kong, Macau and Taiwan).

2. In the event of any dispute arising out of or in connection with this Agreement, the Parties shall resolve the dispute through negotiation. If the dispute cannot be resolved through negotiation within fifteen (15) working days after its occurrence, either Party shall be entitled to submit the dispute to the China International Economic and Trade Arbitration Commission

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Exhibit 4.8

for arbitration in Beijing in accordance with its arbitration rules in effect at that time. The arbitral tribunal shall consist of three (3) arbitrators appointed in accordance with the arbitration rules, one (1) arbitrator appointed by the claimant and one (1) arbitrator appointed by the respondent, and the third arbitrator shall be appointed by the first two arbitrators through consultation or by the China International Economic and Trade Arbitration Commission. The arbitration language is Chinese. The arbitration award shall be final and binding on the Parties. During the dispute resolution, each Party shall continue to enjoy its other rights under this Agreement and shall continue to perform its corresponding obligations.

3. The arbitral tribunal may award the indemnity or compensation to the Party A for losses caused to the Party A due to the default by Party B in respect of the equity interests, assets or property interests of the Party B, award injunctive relief in respect of the relevant business or compulsory asset transfer, or order Party B to go bankrupt. After the arbitration award becomes effective, either Party shall be entitled to apply to the court with jurisdiction for enforcement of arbitration award. If necessary, before making a final ruling on the disputes between the Parties, the arbitration institution shall be entitled to rule that the breaching party should immediately stop the breach of Agreement or that the breaching party should not engage in any act that may further expand the losses suffered by the Party A. The courts of Hong Kong, the Cayman Islands or other courts with jurisdiction (including the court where the domicile of Party B is located, and the court where the main assets of the Party B or the Party A are located shall be deemed to have jurisdiction) shall also be entitled to grant or enforce the award of arbitral tribunal, to award or enforce provisional relief for the equity interest or property interest of the Party B, and to make an award or judgment to give provisional relief to the party initiating arbitration while awaiting the formation of arbitral tribunal or in other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of Agreement or that the breaching party should not engage in any act that may further expand the losses suffered by Party A.

4. Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

IX. Force Majeure

1. “Force majeure event” means any event beyond the reasonable foreseeability and control of a Party, which is inevitable and insurmountable with the reasonable attention of the affected party, including but not limited to government actions, natural forces, infectious diseases, fire disasters, explosions, storms, floods, earthquakes, tides or wars. However, the lack of credit, funds or financing shall not be regarded as a matter beyond the reasonable control of a party. The Party that is affected by force majeure and seeks to be exempted from performance liability shall notify the other party of such exemption from force majeure events as soon as possible, and inform it of the steps to be taken to complete the performance.

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Exhibit 4.8

2. Where performance of this Agreement is delayed or hindered due to force majeure as defined above, the party affected by force majeure shall not be liable for such delay or obstruction. The Party affected by force majeure shall take appropriate measures to minimize or remove the effect of force majeure and, do its best to resume performance of the obligations delayed or hindered by force majeure. Once the force majeure events are removed, the Parties agree to resume the performance of obligations under this Agreement with their best efforts.

X. Notices

Unless there is a written notice to change the address below, the notice under this Agreement shall be sent by personal delivery or registered mail to the address below. If the notice is sent by registered mail, the date of receipt recorded on the receipt of registered mail shall be the date of service; if it is sent by personal delivery, the date of service shall be the date of delivery:

Party A: Shanghai Zhishi Commercial Consulting Co., Ltd.

Address: No. 9, Lane 2211, Longdong Avenue, Pudong District, Shanghai

Tel: ***********

Addressee: Sike Li

Party B: Shanghai Pinzhi Education Technology Co., Ltd.

Address: No. 9, Lane 2211, Longdong Avenue, Pudong District, Shanghai

Tel: ***********

Addressee: Sike Li

XI. Assignment

Without Party A's prior written consent, Party B shall not assign its rights and/or obligations under this Agreement to any third party.

XII. Severability

If any clause hereunder is invalid or unenforceable due to inconsistency with relevant laws, such clause shall only be invalid or unenforceable within the jurisdiction of such law, and shall not affect the legal effect of other clauses hereunder.

XIII. Modifications and Supplements

The Parties agree that any modifications and supplements to this Agreement shall be in writing. The modified agreements and supplementary agreements that have been signed by the Parties shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

XIV. XIV. Miscellaneous

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Exhibit 4.8

This Agreement shall take effect after it is signed and sealed by authorized representatives of the Parties. This Agreement is made in duplicate, each of which shall be held by Party A and Party B respectively, and shall have the same legal validity.

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Exhibit 4.8

There is no text in this page. It is a signature page for the Exclusive Technology Development, Consultancy and Services Agreement.

Shanghai Zhishi Commercial Consulting Co., Ltd. (Seal)
Signature:	/s/ Sike Li
Name:	Sike Li
Position:	Legal Representative

Signature page for the Exclusive Technology Development, Consultancy and Services Agreement

Exhibit 4.8

There is no text in this page. It is a signature page for Exclusive Technology Development, Consultancy and Services Agreement.

Shanghai Pinzhi Education Technology Co., Ltd. (Seal)
Signature:	/s/ Sike Li
Name:	Sike Li
Position:	Legal Representative

Signature page for the Exclusive Technology Development, Consultancy and Services Agreement