TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services)
Exhibit
4.46
Contract
Registration No.:
2
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8
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1
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3
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2
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9
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4
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9
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(Including
Technical Training and Technology Intermediary Services)
(Registered
seal)
Project
Name:
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Agreement
08DX028 on
Monternet Short Message
Services
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Principal:
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China
Mobile Telecommunications Group Corporation (Beijing) Co.,
Ltd.
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(Party
A)
Agent:
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Beijing
AirInbox Information Technologies Co., Ltd.
(seal)
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(Party
B)
Place
of Execution: Haidian District, Beijing
Date
of Execution: May 01, 2008
Validity
Term: May 01, 2008 to April 30, 2009
Cooperation Agreement on
Monternet Short Message Business of China
Mobile
Telecommunications
Group Corporation (Beijing) Co., Ltd.
Party A: China
Mobile Telecommunications Group Corporation (Beijing) Co.,
Ltd.
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Party
B: Beijing AirInbox Information Technologies Co., Ltd.
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Address:
0, Xxxxxxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
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00/X,
000 Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
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Post
code: 100007
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Post
code: 100044
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Tel:
00-00-00000000
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Tel:
000-00000000
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Fax:
00-00-00000000
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Fax:
000-00000000
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Bank
of deposit: ICBC Beijing Branch, Xxxxx’an Sub-branch
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Bank
of deposit: ICBC Capital Indoor Stadium Sub-branch
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Account
No.: 054018-32
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Account
No.:
0000000000000000000
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As a
mobile communication operator, China Mobile Telecommunications Group
Corporation (Beijing) Co., Ltd. (“Party A”), a network operator approved
by the Ministry of Information Industry under the State Council, provides paid
communication channels, billing platform and service of charge collection to
various providers of short message contents and application
services.
As a
provider of short message contents and application services, Beijing AirInbox
Information Technologies Co., Ltd. (“Party B"), a company engaged in
communication value-added service approved by the telecommunication authorities
(No. of value-added telecommunication business license: B2-20040152) provides
short message value-added services directly to the users of Party
A.
Both
Parties have, on the principles of mutual benefits, complementing each other for
mutual promotion and jointly seeking development, and through full and amicable
consultations, reached an agreement as follows on the matters regarding engaging
in business of Monternet short message services:
I.
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Methods
and Contents of Cooperation
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1.
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As
a provider of short message network and billing platform, Party A shall
provide paid communication and billing channels to Party B. During the
period of cooperation, the enterprise code of Party B in the provinces
where Party A is located is 901085, and the
service code is 10663355.
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2.
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Party
B shall, through the short message platform of Party A, provide
value-added and application services to the users of Party A’s Monternet.
Party B shall, according to the customized requirements of Party users,
provide information services based on the quality and quantity as required
in timely manner. Party A shall, through its own billing and support
systems, provide paid services of billing and charge collection for Party
B.
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1
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3.
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Party
B shall, through Party A’s short message channel, provide Monternet short
message services only for mobile phone users of China Mobile in
Beijing.
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II.
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Rights
and Obligations of the Parties
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(I)
Obligations of Party A
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1.
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Party
A shall, as required by Party B, provide billing and charge collection
services of business subject to
cooperation.
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2.
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Party
A shall, in case of commissioning, maintenance and upgrading of systems
and other predictable and possible operations that might result in service
interruption, notify Party B of such operations, including the causes,
time and period of the interruption, in the form of notification, email or
others through “XXXX system” seven days before such
operation.
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3.
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Party
A shall provide Party B with relevant specifications on interface and the
relevant technical protocol standards, and coordinate with Party B in
connecting Party B’s server with the interface of Party A's short message
gateway. Party A shall ensure smooth network transmission and perform
relevant rights and obligations based on the network access agreement
signed with users.
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4.
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Party
A shall be responsible for dealing with the users’ consultation, appeal
and complaints on problems of the communication network of Party A. System
affixing the Responsibility of the First Recipient shall be adopted. Any
problem to be assisted by Party B for solution shall be properly
transferred to Party B. Party A shall follow up the handling situation and
carry out users return visit.
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5.
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Party
A shall, if possible, provide the information fees actually collected to
Party B in timely manner, including user’s number and relevant
fees.
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6.
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Party
A shall be obliged to notify Party B information that formulated and
official released by Party A and has direct impact on the business
development of Party B, except that relevant to secrets of the state and
Party A.
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7.
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If
Party A is unable to provide services due to its improper operation or
other reasons of its own, it shall inform Party B three months in advance
and make explanation to the users and deal with affairs arising
therefrom.
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(II)
Rights of Party A
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1.
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Party
A shall not assume risks of overdue information fee as a result of reasons
of the users, such as cancellation of the phone number, pre-cancellation
of the phone number, out of service, refusal to pay. Users who do not
receive information service will not be collected with the information
fee.
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2.
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Party
A shall has the right to formulate Monternet management measures,
assessment provisions, standards of customer service and relevant
documents to demand Party B for compliance and implementation. Party A
will carry out assessment on Party B according to the above rules and
regulations and take corresponding measures based on the result of the
assessment.
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2
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3.
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Party
A shall have the right to review Party B’s Business License for
Telecommunication and Information Services, Value-Added Telecommunication
Business License, the Credibility Letter, information resource and bank
accounts and other materials relevant to regular business operation as
required to provide the information service under this
Agreement.
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4.
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Party
A shall have the right to review service newly added and changed by Party
B and to reject such service in non-compliance with national rules on
information security. If Party B makes services without authorization of
Party A, Party A shall have the right to investigate corresponding
liabilities of Party B in accordance with Monternet Cooperation and
Management Measures.
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5.
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In
respect of abnormally overloaded short message that effect security of
network of Party A, Party A reserves the right to restrict its
transmission or adjust the short message flow according to capacity of
short message system. Party A shall have the right to request Party B to
handle spam or illegal attacks from Party B within a time limit,
otherwise, Party A shall have the right to take corresponding measures to
prevent the aggravation of the situation. In case of an emergency, Party A
shall have the right to interrupt the communication interface without
noticing Party B in order to protect the legal rights of the users. If
Party B releases illegal information through the short message platform of
Party A, Party A shall have the right to immediately interrupt the
communication interface with Party B and reserves the right for
investigation of the Party B’s
liability.
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6.
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Party
A shall have the right to return the information fee to the user when
accepting the users’ complaint caused by Party B and deduct such payment
in settling accounts of Party B. If the money in the settling accounts is
not adequate to set off such payment, Party B shall pay the gap to Party
A.
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7.
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If
Party B can not reach the business level same as other equivalent partners
of Party A, Party A shall have the right to terminate the billing and
collection agency service and/or this Agreement with Party
B.
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8.
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Party
A shall have the right to terminate or suspend the cooperative relation or
the billing and collection agency service with Party B according to
request of authorities at a higher
level.
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(III)
Obligations of Party B
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1.
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Party
B shall possess Corporate Business License for enterprises engaged in
lawful operation and be qualified for content/application service business
operation. It shall provide Party A with the true business
license for value-added information services issued by the Ministry of
Information Industry or the local telecommunication authorities, as well
as the Credibility Letter, complete after-sale service system, approval
for commodity price, bank account and other
information.
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2.
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Party
B shall ensure the good service quality and the security of information,
especially in the critical period, and the smooth communication channel in
7×24 hours. Party B shall be obligated to claim the exemption when opening
a service to the user.
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3
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3.
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If
Party B wants to add or change the business, it shall file an application
to Party A and such addition or change shall be made upon approval of
Party A.
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4.
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Party
B shall, in case of commissioning, maintenance and upgrading of systems
and other predictable and possible operations that might result in service
interruption, notify Party B of such operations, including the causes,
time and period of the interruption, thought XXXX system or in writing
form seven days before such operation, and shall make relevant declaration
to the users. Party B shall not use such communication channel as provided
by Party A to provide any payment collection
service.
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5.
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Party
B shall ensure the accuracy of its information in XXXX system, including
without limitation, company name, address, tax account No., telecom value
added service permit No. , contact and so on. And such information shall
be immediately updated upon the change of Party B’s information. Party B
shall take full responsibilities for loss caused because Party B fails to
update its information in time.
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6.
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Party
B shall log in SIM system everyday to check notices, announcement and
other information issued by Party A and respond in time. Party B shall
take full responsibilities for loss caused because Party B fails to check
information in XXXX system.
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7.
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In
the case of any unpaid overdue payment to Party A, Party B shall pay Party
A in timely manner within the settlement period. Where Party B fails to
pay the overdue payment for consecutively three months, Party A has the
right to terminate the cooperation and recover the
payment.
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8.
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Party
B shall comply with Monternet cooperation and management measures,
assessment provisions, standards of customer service and relevant
documents formulated by Party A in order to regulate the order of the
Monternet market, and shall assume relevant responsible for the violation
of relevant provisions.
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9.
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Party
B shall provide special customer service phone to accept complaints from
users, and shall be responsible for dealing with the consultation, appeal
and complaints of customers arising from problems other than those of the
communication network of Party A, as well as consultation, cost inquiry
and complaints of users arising from problems in other communication
network. The Responsibility of the First Recipient shall be adopted. Any
problem to be assisted by Party A for solution shall be properly
transferred to Party A. Party B shall follow up the handling situation and
make users return visit.
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10.
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In
case of commissioning, Party B shall not effect the proper operation of
existing networks of Party A. Party B shall send messages to the short
message platform of Party A in a speed within the port traffic limit set
by Party A. In absent of approval of Party A, Party B shall not carry out
high-traffic test, otherwise Party B shall take full responsibilities for
all consequences arising therefrom.
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11.
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Party
B must strictly manage the network port and ID authority to ensure the
security of the network and information. Party B shall assume full
responsibility for any consequence arising from improper management of
Party B.
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4
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12.
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If
Party B is unable to provide services due to its operation or other
reasons of its own, it shall inform Party A three months in advance and
make explanation to the users and deal with affairs arising
therefrom.
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13.
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Party
B shall ensure that it has the lawful claim to any product and relevant
matters provided to Party A during cooperation or the authorization that
network operators are allowed to use in accordance with this Agreement,
and that the cooperative products and relevant matters will not infringe
upon lawful rights of any third party (including without limitation, copy
rights and rights of reputation and portrait) which can be transmitted
through information network by operators upon authorization without any
copyright dispute and violation of laws and
regulations.
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14.
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If
any third party files administrative complaint, bring an action or
initiate arbitration because Party B has no disposal right on any
cooperative product or relevant contents or any authorization made by
Party B is not right, Party A shall have the right, according to the
severity of the case, to jointly or optionally take following measures:
(1) terminate allocation of charges under this Agreement within the limit
of claim for compensation by the third party; (2) request Party B to
undertake relevant charges, in which case, Party B shall apply at its own
expense to the organization for dispute settlement to participate in the
settlement as a third party; (3)this Agreement will be terminated in whole
or in part. If the above measures can not protect Party A from losses, at
the request of Party A, Party B shall be obligated to compensate all
losses of Party A (including without limitation economic losses incurred
during the period of the business interruption and attorney fees, legal
cost or arbitration fee paid by Party A to settle the dispute) fully and
timely.
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15.
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If
Party B is not qualified for internet service operation, it shall not
provide users with access to any service (including without limitation
service subscription and service programming) through internet in
whatsoever form. In addition, Party B shall not promote the cooperative
services on the websites with the Business License for
Telecommunication and Information Services. Party B shall assume
all responsibilities for any violation of the above provisions during
cooperation.
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(IV)
Rights of Party B
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1.
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Party
B shall have the right to demand Party A to provide relevant
specifications on interface and the relevant technical protocol standards,
and to coordinate with Party B to provide service to the
users.
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2.
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Party
B shall have the right to, in line with the business development, request
Party A to adjust limit of the network interface traffic within the system
restriction of Party A.
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3.
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Party
B shall have the right to regularly add or change the business and work
out the information fee for each service, in accordance with this
Agreement and Monternet cooperation and management measures.
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4.
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Party
B shall have the right to know information that formulated and official
released by Party A and has direct impact on the business development of
Party B, except that relevant to secrets of the state and Party
A.
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5
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5.
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Party
B shall have the right to demand Party A to cooperation with it in
handling the user’s complaints.
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6.
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Party
B shall have the right to demand Party A to provide billing and charge
collection services of business subject to
cooperation.
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Registered
(seal)
III.
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Charge
Allocation
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1.
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Communication
fees
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The
communication fees incurred from the occupation of mobile network resource by
the users shall be owned by Party A.
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2.
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Unbalanced
Downlink Communication Charges:
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Party A
deducts the Unbalanced Downlink Communication Charges at the price of
RMB0.05-0.08/piece as a result of unbalanced downlink communication of Party B:
unbalanced uplink and downlink short message flow = (Party B’s downlink short
message flow-flow of short
messages sent upward to Party B). The rates are as follows:
Unbalanced
Downlink Short
Message
Flow X (10,000
pieces/month)
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Rate
(RMB/piece)
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Calculation
X=(MT-MO)
piece/month
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X≤10
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0.08
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X*0.08
(at least RMB 2,000)
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10<X≤30
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0.07
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(X-100,000)*
0.07+100,000*0.08
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30<X≤100
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0.06
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(X-300,000)*0.06+200,000*0.07+100,000*0.08
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X>100
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0.05
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(X-1,000,000)*0.05+700,000*0.06+200,000*0.07+100,000*0.08
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3.
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Allocation
of information fees:
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The
information fees paid by the users for the usage of application service or
information service provided by Party B shall be owned by Party B. Party A shall
provide Party B with information service fee billing and collection service. All
the information service fees incurred by users in the Beijing area, as recorded
in the monthly accounts, shall be the information service fees receivable of the
Beijing area, 15% of which will be paid by Party B to Party A as the billing and
collection service fee and 85% of which will be deemed as income of information
fee of Party B. Party A shall deduct the unbalanced communication fees payable
by Party B from the 85% of the information fee. If there is still balance after
such deduction, Party A shall pay the balance to Party B and request the invoice
of service sector thereof; if there is no balance, Party B shall pay the amount
owing before the 25th day of
each month and provide the invoice thereof upon the receipt of the
payment.
6
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4.
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The
billing period for short message business of Monternet shall commence on
00:00 of the first day of each month and end at 24:00 of the last day of
the same month
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5.
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The
billing and settlement shall be based on the statistical data provided by
the billing system of Party A. The billing and settlement of business
charged by piece shall be based on successful receipt of the user and that
charged per month shall be based on actual subscription and successful use
of the business in the current
month.
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6.
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The
information fees settled by the two Parties shall not
include:
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(1)
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Fees
of users (pre-canceling) canceling the phone
number;
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(2)
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Fees
of users out of service;
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(3)
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Silent
user fees;
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(4)
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The
fees subject to extreme high average charge of a single item of
information;
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(5)
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Refund
(twice as the original charge).
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7.
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Party
A shall provide Party B with the xxxx of the previous month before the
15th
day of each month through XXXX system. Each Party shall check the amount
of information fees incurred from the first day to the last day of last
month. Party B shall feed back the result of the reconciliation within ten
days, otherwise, the reconciliation shall be deemed
correct.
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8.
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If
there is balance in the settling account of Party B, notwithstanding any
dissidence against the xxxx of the previous month, Party B shall issue the
invoice to Party A before the 18th
day (the date when the invoice is delivered to the place designated by
Party A) each month, and Party A shall pay Party B the settled information
fee in the invoice amount conforming to the reconciliation statement, by
the end of the same month after receiving the lawful invoice issued by
Party B. That is to say, no matter whether the Parties are able to
complete reconciliation or not in due course, settlement shall be made
based on the amount indicated on the reconciliation statement, and any
deficiency or excess thereof determined in reconciliation shall be paid or
refunded in the next period or
later.
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9.
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If
there is no balance in the settling account of Party B, notwithstanding
any dissidence against the xxxx of the previous month, Party B shall pay
Party A the amount overdue before the 25th day
of each month. Party A shall issue the invoice of the overdue payment upon
the receipt. That is to say, no matter whether the Parties are able to
complete reconciliation or not in due course, settlement shall be made
based on the amount indicated on the reconciliation statement, and any
deficiency or excess thereof determined in reconciliation shall be paid or
refunded in the next period or
later.
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10.
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Upon
receipt of the reconciliation statement at the 15th
day of each month, Party B may request for reconciliation if the
difference of the information fees and the subscription of GoTone user
exceeds 5% or if the difference of the information fees and the
subscription of Easyown and M-zone user exceeds success rate of billing of
current month, after deducting the fees of users canceling the phone
number, pre-canceling the phone number, out of service and silent user and
fees subject to extreme high average charge of a single item of
information, otherwise, the data provided by Party A shall prevail. In
case of any dissidence, the two parties shall understand the reasons and
solve it in timely manner according to the real
condition.
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7
IV.
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Customer
Services
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1.
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Party
B must ensure that all Monternet short message services received by user
must be the information proactively demanded or subscribed by the user and
the content of the information shall be appropriate and lawful. Party A is
entitled to monitor and manage the short messages provided by Party B.
Please see Appendix I for the management
measures.
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2.
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Party
B shall ensure that before using the Monternet services, the clients are
sufficiently informed of the basic information of such business, including
price, cancellation way, frequency of transmission, use method, main
content and the like.
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3.
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Party
B shall provide users with approaches for customer service, including
7*24-hour customer service telephone number and mobile phone number, where
the extension telephone shall not be used and the mobile phone shall avoid
power-off and call forwarding. Party B shall inform Party A of the
customer service numbers. These numbers can only be changed upon the
agreement of Party A. The customer service numbers shall be contained in
the website and announcement.
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4.
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Party
B shall be responsible for handling the users’ consultation, cost inquiry,
appeal and complaints for application/content services, as well as appeal
and complaints for failures of communication networks. Party B shall
assist Party A in handling the users’ consultation, cost inquiry, appeal
and complaints for application services provided by Party B, which are
accepted by the customer service department of Party A. Party B shall
provide trained personnel for customer service to handle the users’
consultation and complaints and give an answer within the prescribed time
limit.
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5.
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The
users' demand for refund as a result of Party B’s failure shall be
realized within a prescribed time limit. There are two manners available
for refund. a). Party B handles the refund by itself until the user is
satisfactory; b). Party A pays the refund and deducts such refund in
settling accounts of Party B or Party B repays Party A
directly.
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6.
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During
cooperation, in the event of large amount of users’ complaints, reflecting
bad service quality of Party B or causing harmful social influences, Party
A has the right to suspend the cooperation; in the case is serious enough,
Party A is entitled to request Party B to supplement the customer service
cost accordingly. The customer service cost shall be calculated by Party A
according the actual condition in certain manner of which Party B shall be
informed.
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8
V.
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Confidentiality
Provision
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1.
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For
the purpose of this Agreement, “Proprietary Information” refers to the
information which one party obtains from the other party (“Disclosing
Party”) in the process of cooperation that is developed, created and found
by the Disclosing Party, or is known, or assigned to the disclosing party
and is commercially valuable to the disclosing party. Proprietary
Information includes but not limited to relevant business secret, computer
program, designs and technologies, ideas, knowhow, process, data, business
and product development plan, client information related to the business
of the Disclosing Party and the like, or other confidential information
received by the Disclosing Party from other third party. Both
parties understand that the Disclosing Party owns and will own the
Proprietary Information which is essential to the Disclosing Party. The
cooperation between the parties results in non-disclosure and trust
relating to Disclosing Party between the
parties.
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2.
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Without
the prior consent in writing from the Disclosing Party, the other party
shall keep confidential any Proprietary Information, and shall not use or
disclose any of such Proprietary Information to any individual or entity,
except the disclosure required by the implementation of obligations
hereunder.
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3.
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The
Parties shall keep confidential this cooperation and the content hereof.
Without prior written consent of the other Party, no Party shall disclose
to any third party this cooperation and the content of this Agreement
between the Parties.
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4.
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These
non-disclosure provisions shall not terminate due to the termination
hereof; instead they are valid
permanently.
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VI.
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Exemption
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Either
Party who is unable to perform or fully perform this Agreement due to accidental
events or force majeure shall bear no liability for breach of contract for the
other Party. The Party(ies) encountering the aforesaid force majeure shall
forthwith notify the other Party in writing of conditions of such event and
produce within ten working days the valid supporting documents on particulars of
event. When the impact of force majeure no longer exists, both Parties will
decide through consultations whether to continue to perform this Agreement by
one party or both parties.
VII.
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Liabilities
for Breach of Contract
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1.
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Any
failure of one party to perform any clause under this Agreement or the
Appendix will be deemed as breach of
contract.
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2.
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Either
party shall, after receiving the notification send through XXXX system or
in writing from the other party specifying breach of contract, if such
breach is confirmed to be true, conduct rectification to the breach within
ten working days and send the notification of such rectification to the
other party; if such breach is proved not exist, it shall provide a
written dissidence or explanation in writing within ten working days to
the other party. Under such circumstances, both parties may conduct
negotiation for this issue, if negotiation fails, then this matter shall
be solved by following the provisions of dispute
resolution.
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3.
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In
the event of either Party’s breach of Contract which causes harmful social
influences or economic losses to the observant Party, the observant Party
shall have the right to request the breaching party to remove the harmful
influences and bear compensate the economic losses caused; and the
observant party shall have the right to investigate the other Party’s
civil liabilities.
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9
VIII.
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Settlement
of Disputes
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Any dispute arising from
this Agreement or in connection with this Agreement shall be resolved by both
Parties through amicable consultations. Failing which, either Party may refer
the dispute to the Beijing Arbitration Commission for arbitration which
shall be conducted in Beijing in accordance with the Commission’s arbitration
rules in effect at the time. The arbitral award is final and binding upon both
parties.
IX.
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Validity,
Change, Extension and Termination of
Agreement
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1.
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This
Agreement shall come into force on May 1, 2008 and expired on April 30,
2009. Either Party shall, within thirty days prior to the expiration of
term hereof, have the right to unilaterally inform the other Party in
writing of termination of this Agreement. Otherwise, the term hereof shall
automatically be extended for six months. The times for extension are
unlimited, with six months for each. If any party objects the extension,
it shall, within thirty days prior to the expiration of term or current
extended term hereof, inform the other Party in writing and this Agreement
shall terminate. Both Parties shall deal with other affairs rising from
this Agreement upon the expiration hereof. This Agreement shall be valid
until both Parties have fully performed all obligations under this
Agreement and all payments and compensations between the two Parties have
been settled.
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2.
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If
Party B, in accordance with the Monternet cooperation and management
measures, removed from the service, this Agreement shall termination at
the date of such removal.
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3.
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This
Agreement is made in quadruplicate, three copies for Party A and one copy
for Party B. Each copy has the same legal
effect.
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4.
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The
Appendixes hereto are integral parts of this Agreement, which have the
same legal effect as this
Agreement.
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5.
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During
the validity term hereof, both Parties shall modify or terminate this
Agreement through consultations Any Party shall inform the other Party of
the modification or termination of this Agreement through XXXX system in
writing 30 days in advance. Any Party unilaterally terminating this
Agreement shall be responsible for any loss which the other Party sustains
as a result of such termination, except for the other Party’s early breach
of this Agreement.
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6.
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Any
direct or indirect violation of any provision of this Agreement, or
non-performance or delayed or incomplete performance of obligations under
this Agreement, shall constitute breach of this Agreement. The observant
Party has the right to request the breaching Party to correct such breach,
take sufficient and effective measures in timely manner to eliminate the
consequences thereof and compensate the losses incurred therefrom. If the
breaching Party fails to correct such breach within ten days after
receiving the notice thereof from the observant Party, the observant Party
has the right to unilaterally inform the breaching Party through XXXX
system (which is regarded as being successfully delivered at receiving the
issued notice by XXXX) or in writing of the termination of this Agreement
and investigate the other Party’s liabilities for the
breach.
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10
Representative of Party
A:
(signature)
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Representative
of Party B: (signature)
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Seal
of Party A
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Seal
of Party B
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Date
of Signing: April 30, 2008
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(Special
Contract Seal of Beijing
AirInbox Information Technologies Co.,
Ltd.)
|
Appendix
I: Monternet SP Cooperation and Management Measures, Short Message
Section
The
former agreements entered into by the two Parties shall automatically terminate
at the date of effectiveness of this Agreement. (Seal)
No.
06, Haidian Local Tax Bureau,
Beijing
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Special seal for stamp tax,
payment
received
|
Tax payment
seal 20,952.28
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WSPZZ: No. 1768484
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January
13,
2009
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11
Place for Affixing of Tax
Stamps
(Seal
of Beijing AirInbox Information
Technologies Co., Ltd.)
Column
for Examination and
Registration
by Registration Authority:
|
||
(Special
Seal of Beijing AirInbox
Information
Technologies Co.,
Ltd.,Contract)
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||
Person-in-Charge: (seal)
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Technology
Contract Registration
Authority
(Special-Purpose Seal)
June
18, 2008
|