Technical Services Agreement (2007)Full Document 

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______________

Technical Services Agreement

______________

between

Binzhou Broadcast and Television Information Network Co., Ltd.

and

Jinan Youxiantong Network Technology Co., Ltd.

September 2007

 
 

 

 



[Reference Translation]

 

 

Table Of Contents

 

Articles

 

Pages

1.

ENGAGEMENT

2

2.

SCOPE OF SERVICES

2

3.

GENERAL OBLIGATIONS OF THE PARTIES

3

4.

OBLIGATIONS OF PARTY A IN RELATION TO THE SERVICES

3

5.

CONSIDERATION

3

6.

EXCLUSIVITY

4

7.

REPRESENTATIONS AND WARRANTIES

4

8.

BREACH AND INDEMNIFICATIONS

5

9.

TERM

5

10.

CONSEQUENCES OF TERMINATION

5

11.

CONFIDENTIALITY

6

12.

DISPUTE RESOLUTION

6

13.

MISCELLANEOUS

6

 

 

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[Reference Translation]

 

 

This Technical Services Agreement (Agreement) is entered into in Binzhou, the People’s Republic of China (PRC) on 7 September 2007.

by and between

(1)

Binzhou Broadcast and Television Information Network Co., Ltd. a PRC company with its registered address at No. 358, Huanghe 5th Road, Binzhou, Shandong Province, PRC, whose legal representative is Yin Bingming (Party A)

and

(2)

Jinan Youxiantong Network Technology Co., Ltd. a PRC company with its registered address at Room 1014, Wenjiao Tower, No. 1 Qingnian East Road, Jinan, Shandong Province, PRC, whose legal representative is Pu Yue (Party B)

(Individually a “Party” and collectively the “Parties”)

BACKGROUND

A.

Party A engages primarily in the design, construction, operation management and maintenance with respect to television network, management of business with respect to analog TV, digital networks and digital TV, consultation, software, system integration and construction businesses in the PRC (Business).

B.

Party B possesses certain technologies involved in the Business as well as related expertise and resources.

C.

Party A agrees to retain Party B as its service provider of marketing, strategic consulting and technical support and services with respect to the Business (Services) for certain service fee, and Party B agrees to provide the Services.

NOW, THEREFORE, the Parties agree as follows:

1.

ENGAGEMENT

Party A hereby engages Party B to be its sole and exclusive provider of the Services. Party B accepts such engagement and agrees to provide the Services according to the terms and conditions set forth herein.

2.

SCOPE OF SERVICES

Party A hereby appoints Party B, effective as of the date hereof, as its

 

 

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[Reference Translation]

 

 

exclusive provider of the Services, as agreed by the parties from time to time, including but not limited to, the following:

 

2.1

management, operation and maintenance of relevant networks and equipment;

 

2.2

consulting services for operation, business development, sales and planning, market research, data collection and analysis;

 

2.3

training for management personnel;

 

2.4

report to Party A on international developments and advanced technology regarding the Business;

 

2.5

provide developed systems and financial support software; and

 

2.6

provide financing for the Services, and any related troubleshooting plans, software and technical services.

3.

GENERAL OBLIGATIONS OF THE PARTIES

The Parties shall be required throughout the term of this Agreement to perform the following obligations:

 

3.1

act in good faith towards the other Party and use their best efforts to fulfill any and all duties and obligations arising under this Agreement;

 

3.2

act in the long-term, best interests of the Parties; and

 

3.3

attempt to minimize the costs for providing the Services in accordance with the provisions of this Agreement.

4.

OBLIGATIONS OF PARTY A IN RELATION TO THE SERVICES

Party A shall be required throughout the term of this Agreement to provide Party B with such assistance as may be requested by Party B in order to provide the Services in an efficient and effective manner in accordance with the provisions of this Agreement.

5.

CONSIDERATION

During the term of this Agreement, Party A shall pay to Party B, in RMB, a service fee that is equivalent to 11% of Party A’s profit within the term of this Agreement.

 

 

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[Reference Translation]

 

 

6.

EXCLUSIVITY

 

6.1

Party A appoints Party B as its exclusive provider of the Services. During the term of this Agreement, Party A shall not engage any third party to provide any services similar to the Services arising from this Agreement, without Party B’s prior written consent.

 

6.2

Party B’s acceptance of the appointment to provide the Services shall be non-exclusive and shall not restrict Party B from acting for any other third party with respect to similar or different services.

7.

REPRESENTATIONS AND WARRANTIES

 

7.1

Party A hereby represents and warrants as follows:

 

7.1.1

Party A is a limited liability company duly registered and validly existing under the laws of the PRC;

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