EXHIBIT 10.30
TECHNOLOGY TRANSFER AGREEMENT
THE AGE
TECHNOLOGY TRANSFER AGREEMENT
THE AGE
NOVEMBER 30, 2004
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
SHANGHAI SHENGPIN NETWORK TECHNOLOGY DEVELOPMENT CO., LTD.
THIS TECHNOLOGY TRANSFER AGREEMENT (the "Agreement"), is made and entered into
as of November 30, 2004 (the "Effective Date") by and between:
(1) SHANGHAI SHENGPIN SOFTWARE DEVELOPMENT CO., LTD. ("SHENGPIN"), a corporation
organized and existing under the laws of the PRC and having its registered
address at Room 000-X, 000 Xxxxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, the PRC.
(2) SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. ("SHENGQU"), a
corporation organized and existing under the laws of the PRC and having its
registered address at Xxxx 000-0, Xxxxxxxx 0, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx
Hi-Tech Park, Shanghai, the People's Republic of China (the "PRC"); and
RECITALS
WHEREAS, Shengpin engages in the business of developing, distributing and
selling computer games, including online games played by multiple users;
WHEREAS, Shengqu engages in the business of the operating, publishing and
selling online games;
WHEREAS, Shengqu and Shengpin entered into a ONLINE GAME DISTRIBUTION AND
SERVICE AGREEMENT I on July 30.
WHEREAS, Shengpin desires to transfer, assign and convey the copyright and the
other intellectual property of an online game known as The Age (the "Game", as
defined in clause 1.4) to Shengqu and Shengqu desires to obtain the copyright
and the other intellectual property of the Game;
NOW, THEREFORE, in consideration of the premises and the mutual consideration
received and to be received pursuant to this Agreement, the parties agree as
follows:
1. DEFINITIONS
In this Agreement, unless the context otherwise requires, the following
expressions shall have the meanings set forth below:
1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday in the PRC.
1.2 "Client Software" shall mean software sold, provided or distributed to the
users and therefore, to be loaded onto the user's personal computer.
1.3 "Server Software" shall mean system software and a proprietary database
(including the content and records located in such database) located on
servers connected to the Internet.
1.4 "Game" shall mean an online game developed by Shengpin known as The Age,
which can be played by a user with other users by installing the Client
Software onto a user's computer and then accessing the Server Software
connected to the Internet.
1.5 "Intellectual Property" shall mean any and all (by whatever name or term
known or designated) tangible and intangible and now known or hereafter
existing (a) rights associated with works of authorship throughout the
universe, including, but not limited to, copyrights (including without
limitation, the sole and exclusive right to prepare "derivative works of
the copyrighted work and to copy, manufacture, reproduce, distribute
copies of, modify, perform and display the copyrighted work and all
derivative works thereof), moral rights (including without limitation any
right to identification of authorship and any limitation on subsequent
modification) and mask-works; (b) rights in and relating to the protection
of trademarks, service marks, trade names, goodwill, rights of publicity,
merchandising rights, advertising rights and similar rights; (c) rights in
and relating to the protection of trade secrets and confidential
information; (d) patents, designs, algorithms and other industrial
property rights and rights associated therewith; (e) other intellectual
and industrial property and proprietary rights (of every kind and nature
throughout the universe and however designated) relating to intangible
property that are analogous to any of the foregoing rights (including
without limitation logos, rental rights and rights to remuneration),
whether arising by operation of law, contract, license or otherwise; (f)
registrations, applications, renewals, extensions, continuations,
divisions or reissues thereof now or hereafter in force throughout the
universe (including without limitation rights in any of the foregoing);
and (g) rights in and relating to the sole and exclusive possession,
ownership and use of any of the foregoing throughout the universe,
including without limitation, the right to license and sublicense, assign,
pledge, mortgage, sell, transfer, convey, grant, gift over, divide,
partition and use (or not use) in any way any of the foregoing now or
hereafter (including without limitation any claims and causes of action of
any kind with respect to, and any other rights relating to the enforcement
of, any of the foregoing).
2. TRANSFER PRODUCTS
The Shengpin hereby irrevocably transfers, assigns and conveys to Shengqu and
the Shengqu hereby accepts and takes all of the Shengpin's rights, title and
interest in and to the copyright of the Game and the other Intellectual
Property, including but not limited the Game procedure and the contents of
related documentation which owned by Shengpin upon the date hereof.
3. TRANSFER OF INTELLECTUAL PROPERTY
3.1 Transfer of Intellectual Property. According to the terms and conditions
of this Agreement, Shengpin agrees to grant and Shengqu accepts an
exclusive rights, title and interest in and to the copyright of the Game
and the other Intellectual Property.
3.2 Territory. Shengpin shall transfer the copyright of the Game and the other
Intellectual Property in all of the word.
3.3 Transfer Limitation. Shengpin has no right to retain the Intellectual
Property related to Game which it has transferred and assigned to Shengqu,
including but not limited to the name of the Game, trademark, copyright
and other exclusive rights. Shengpin has no right to license the transfer
product to any other third party in any manner, including but not limited
the transfer or grant.
4. PAYMENT
4.1 Shengqu agrees to pay to Shengpin a transfer fee of RMB 2697448 for the
rights granted under this Agreement;
4.2 Shengqu shall pay the total transfer fee within ten (10) Business Days if
three following conditions are satisfied:
4.2.1 Shengqu has obtained source codes and objective codes regarding
client procedures, server procedures and other related procedures,
documentations in all of versions of the Game.
4.2.2 Shengqu has obtained the approvals and registrations from the
appropriate government entity that may be necessary or desirable to
transfer the right to the copyright and the other Intellectual
Property.
4.2.3 Shengqu has received the invoice for a total payment.
5. REPRESENTATIONS AND WARRANTIES
5.1 Shengpin expressly covenants and warrants that it has good title to the
Game free of any copyright and rights relating to the protection of
confidential information of any other party or any other encumbrance
whatsoever.
5.2 In the event of any infringement actions or likely infringement by any of
the product of any third party's copyright or other Intellectual Property,
Shengpin shall settle any dispute with any such third party concerning the
product at its own expense.
5.3 Shengpin shall at its sole expense, indemnify, defend and hold Shengqu
harmless from and against any damages, liabilities, expenses (including
attorneys' fees) or losses resulting from any claims that infringes any
Intellectual Property rights of any third party.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the PRC.
7. TERMINATION
Shengqu and Shengpin agree that the ONLINE GAME DISTRIBUTION AND SERVICE
AGREEMENT I shall be terminated at the Effective Date.
8. DISPUTE RESOLUTION
Any dispute, controversy or claim arising out of or in connection with or
relating the this Agreement shall be resolved through actions in count of Pu
Dong new area, Shanghai.
INWITNESS WHEREOF, Shengpin and Shengqu have each caused this agreement to be
executed and delivered by a duly representative, officer or agent, effective as
of the Effective Date hereof.
SHANGHAI SHENGPIN NETWORK TECHNOLOGY DEVELOPMENT CO., LTD.
By: /s/ Xxxxxxx Xxx
___________________________
Name: Xxxxxxx Xxx
Title: General Manager
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By: /s/ Tang Jun
___________________________
Name: Tang Jun
Title:
