Contract
CONFIDENTIAL
TREATMENT REQUESTED BY NINETOWNS INTERNET TECHNOLOGY GROUP COMPANY
LIMITED. THIS EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL
IS MARKED WITH “*” AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
Exhibit
4.74
PARTY
A (Assignor): Department Service Center of Dongguan
Entry-Exit Inspection and Quarantine Bureau
PARTY
B (Assignee): Beijing Ninetowns Ports Software and
Technology Co., Ltd.
Department
Service Center of Dongguan Entry-Exit Inspection and Quarantine Bureau
(hereinafter referred to as “Party A”) and Beijing Ninetowns Digital Technology
Limited Dongguan Branch (hereinafter referred to as “Party B”) have made the
following agreement in respect of the copyright compensatory assignment of
“Dongguan iDeclare” developed by Party A, after friendly consultation and in
accordance with the principles of equality and voluntary compliance, and
relevant laws and regulations of the People’s Republic of China:
I. NAME
AND VERSION OF THE SOFTWARE
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1.
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Name:
Dongguan iDeclare
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2.
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Composition:
Electronic Declaration System
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3.
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Version:
V1.0
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II. RIGHTS
AND OBLIGATIONS OF PARTY A
1. Party
A shall no longer own the copyright of the software from the execution date
of
this agreement.
2. Party
A should provide all source code and other relevant documents of the software
to
Party B.
3. Party
A shall not divulge the source code and other technical secrets of the software
to the third party.
4. Party
A will not provide any technical support and consultation or participate in
the
market promotion, maintenance and late-stage development of the software from
the execution date of this agreement.
CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
5. Party
A has the right to supervise Party B’s promotion and after-sales support
services of the software.
III. RIGHTS
AND OBLIGATIONS OF PARTY B
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1.
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Party
B has the copyright of the software from the execution date of this
agreement.
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2. The
late-stage development, maintenance and market promotion of the software shall
be assumed by Party B independently from the execution date of this
agreement.
3. Party
B shall not promote the products by using Party A’s resources in any forms,
including market promotion in the name of Party A.
4. During
products promotion, Party B shall not violate relevant state regulations,
including regulations regarding the guiding price of software.
IV. ASSIGNMENT
FEE AND WAY OF PAYMENT
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1.
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Party
B shall pay Party A an assignment fee of **********.
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2. Way
of Payment: The payment shall be made by installment through bank accounts
transfer. The time limit and amount of installment payment are as
follows:
(1) Before
October 30, 2006, ********** shall be
paid;
(2) Before
November 30, 2006, ********** shall be
paid.
V. CALCULATION
METHOD OF LIQUIDATED DAMAGES OR COMPENSATION
The party breaching this agreement shall bear the liabilities for breach of
agreement in accordance with the Contract Law of the People’s Republic of
China.
1. Party A shall bear liabilities for breach of agreement if it violates stipulations of item 1, 2 and 3 under provision II of this agreement. The liabilities and amount of liquidated damages are as follows: Party A shall compensate Party B for all the input on the software by Party B.
2.
Party B shall bear liabilities for breach of agreement if it violates
stipulations of provision III of this agreement. The liabilities and
amount of liquidated damages are as follows: Party B shall return the assigned
software copyright to Party A without consideration, and pay Party A fifty
percent (50%) of its income of the software promotion.
VI. DISPUTE
RESOLUTION
If
a
dispute arises in the course of the performance of this agreement, both parties
should engage in friendly consultation to resolve it. If both parties
are unwilling to consulate or mediate, or fail to reach unanimity through
consultation and mediation, the dispute shall be resolved in accordance with
the
arbitration procedures.
VII. MISCELLANEOUS
1. This agreement shall
come into effect from the date both parties execute the agreement.
2. Matters not covered by
this agreement will be settled through consultation by both
parties. If either party is unwilling to consulate, or fail to reach
unanimity through consultation, the matters shall be resolved in accordance
with
the arbitration procedures.
3. This agreement consists
of three pages and two identical copies, and each party keeps one
copy.
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Party
A
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:
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Department
Service Center of Dongguan Entry-Exit Inspection and Quarantine
Bureau
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Party
B
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:
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Beijing
Ninetowns Ports Software and Technology Co., Ltd.
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Party
A’s Legal
Representative
[Seal]
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Party
B’s Legal
Representative
[Seal]
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Date:
November 10, 2006
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Date: November
6, 2006
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