Cooperation on Tencent Mobile Browser Search Tools Sample Clauses

Cooperation on Tencent Mobile Browser Search Tools. 1.1 The Parties agree that, from the effective date of this Agreement (the “Starting Date”) to September 15, 2018 (the “Expiration Date”) (hereinafter referred to as the “Cooperation Period”), Sogou search tool will always be the default search tool for Tencent mobile browser, but the mobile directory function endogenous in Tencent mobile browser will be exclusively developed and operated by Tencent, provided that users of Tencent mobile browser have the right to choose other search tools when using Tencent mobile browser. Sogou will provide a search interface for Tencent mobile browser. The revenue actually received (“Revenue Received”, namely, the revenue brought by search traffic imported by Tencent mobile browser deducting Sogou’s operating expenses) by Sogou from search traffic imported by Tencent mobile browser shall be distributed according to the following proportions: * % of all Revenue Received to Tencent and the remaining * % to Sogou. From the Starting Date to the Expiration Date, the Parties may adjust such proportions from time to time in the form of written agreement. 1.2 The Parties agree that, during the Cooperation Period, they will settle the Revenue Received by month, Sogou shall, after the end of each month and within thirty (30) days after the receipt of formal VAT special invoices issued by Tencent, remit the share of revenue distributable to Tencent to the bank account designated by Tencent, and provide Tencent with a monthly report, illustrating the total amount and breakdown of the Revenue Received in the month. 1.3 Sogou shall properly maintain and preserve related financial books and records. With a written notice seven (7) days in advance, Tencent shall be entitled to audit such books and records each year, so as to confirm the Revenue Received based on which distribution shall be made. Any audit under this Article 1.3 shall be conducted in normal working hours in the office location of Sogou in a manner that minimizes the disturbance on normal business operations, and the audit institution shall be mutually selected by both Parties. Tencent shall bear the costs and expenses of such audit, but in the case the audited Revenue Received exceeds the amount reported by Sogou by over 10%, the audit costs and expenses shall be borne by Sogou.
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