Exhibit 10.66
Xxxxxxx Electric
(Shanghai) Co., Ltd.
Contract for supply of
IE21 Interactive
English Corporate
E-Learning Solution
Author : Xxxxx Xxx
Date
: October 14, 2004.
2
Party A: Shanghai
Broadband Network Inc.
Address: Suite 1212-1214, Xxxxxx
Commercial Building, 000 Xxxxxxxx Xxxx, Xxxxxxxx 000000
Party B: Xxxxxxx Electric
(Shanghai) Co., Ltd.
Address: Floor 11/F, Xx. 000, Xxx Xx
Xx. (X), Xxxxxxxx 000000, XXX.
| I. |
DEFINITIONS
OF PARTIES OF THE RELATIONSHIP |
| |
Party
A, Shanghai Broadband Network Inc. (SBN) is a joint venture established by Asia Broadband
Inc. in partnership with Shanghai Informatization Committee Technology Center and
Shanghai Information Mansion Co. Limited. Asia Broadband, Inc. owns and controls 93% of
Shanghai Broadband Network. |
| |
Xxxxxxx
Electric (Shanghai) Co., Ltd. |
| II. |
DEFINITIONS
OF THE IE21 INTERACTIVE ENGLISH PROGRAM REFERRED TO IN THIS AGREEMENT |
| |
The
IE21 Interactive English Large Corporation Course Package |
The corporate program is offered as
one single training program including one level out of four offered as retail courses,
i.e. foundation, improver, advanced and proficient. The program does not include the
I-Classroom offered through the public website. The program includes the following parts:
| |
• |
Multimedia
self-learning software |
| |
• |
Pre-recorded
classroom videos |
| |
• |
Learning
Management System |
| |
• |
Achievement
Test after one level study |
| |
• |
IE21
Interactive English corporate program — Service Support Packages |
The program is delivered with a
Service Support Package designed to correspond to the specific needs of Xxxxxxx
corporation. This contract relates to the Gold Service Support Package, including
the following:
| |
• |
Centralized
Learning Report |
| |
• |
One
orientation Class in Shanghai (provided request) |
| |
1.1 |
Party
A provides Party B with the IE21 Interactive English course package specified in the
above section. Party B will use the course package as training material for its staff
members. |
| |
2.1. |
This
agreement will be valid for IE21 Interactive English for 6 months. When the
agreement expires, its extension will be decided through mutual
agreement between the two parties. |
| |
2.2. |
If
there is any content which is not covered in this agreement, the two parties
agree to sign a supplementary agreement, and the supplementary
agreement has the same legal status. |
| |
3.1. |
The
parties agree that Party B will have the right to assign 20 individual staff
members for IE21 Interactive English training during the 6 months’ license
period. The accounts are individualized and each account is assigned
to only one individual staff member. |
| |
4.1. |
Party
B confirms to buy the license of using IE21 Interactive English corporate
course package specified in this agreement at a price of USD1,000
(RMB8,270) for a 6 months’ license. |
| |
4.2. |
Party
B confirms the cost of 1 English classes of 40 hours for the price of
USD2,000 (RMB 16,540) for ten staff members. |
| |
4.3. |
Party
B confirms to pay USD 3,000 (RMB 24,810) within 14 days after the contract
is signed. |
| |
4.4. |
Payment
is expected by bank transfer in US dollars or RMB. |
| IV. |
RIGHTS
AND OBLIGATIONS OF THE PARTIES OF THE RELATIONSHIP |
| 1. |
Rights
and Obligations of Party A |
| |
1.1. |
Party
A shall provide Party B with the IE21 Interactive English course package
specified in this agreement. |
| |
1.2. |
Party
A shall be responsible for the hosting, installation, maintenance of the
software and technical support to ensure proper operation of the
software. |
| |
1.3. |
Party
A shall provide Party B with narrowband support. Narrowband support for
the IE21 Interactive English course is provided in CD format, but
will still require the staff members of Party B to be connected to
the internet when using the program. |
| |
1.4. |
Party
A shall provide Party B with centralized monthly reports on the learning
progress of Party B’s staff members. Party A will also
proactively alert Party B if desired study pace and learning goals
are not achieved. |
| |
1.5. |
Party
A shall provide Party B with tutor service. Party A’s tutors will
make sure that the staff members of Party B are successful in
starting to use the IE21 Interactive English training program. They
will assist the staff members in achieving the learning goals
established by Party B’s corporate training department. Party A
shall provide tutor support via telephone, during office hours Monday
to Friday 9.00 am-5.30 pm. Tutor support will also be provided by
e-mail and BBS and feedback will be given within 24 hours. |
| |
1.6. |
Party
A shall provide Party B with an orientation class on how to use the IE21
Interactive English program if requested by Party B. The seminar will
take place in the office of Xxxxxxx Electric (Shanghai) Co., Ltd. and
is offered to a maximum of 20 staff members. |
| |
1.7. |
Party
A shall provide totally 40 hours face-to-face training of business English
matters to 10 staff members, 4 hours a week. |
| 2. |
Rights
and Obligations of Party B |
| |
2.1. |
Party
B shall pay the license fee and correlating support fees for using IE21
Interactive English corporate program course package for up to 20
unique staff members during 6 months. |
| |
2.2. |
Party
B shall pay the classroom training fee of 40 hours for one class of 10
staff members. |
| |
2.3. |
Party
B can only use IE21 Interactive English course package as training
material for its staff members. Accounts are unique for a period of 6
months. Party B can not use the course package for any other purposes
than training their staff members. |
| |
2.4. |
Party
B can not copy or transfer the IE21 Interactive English corporate course
package or the Online provided by Party A to other parties. Party B
can not compile the original language of the software; neither can
Party B decrypt the encrypted software. If the above mentioned
situation occurs, or other situation which may cause the disclosure
of the confidence or damage to the course package, Party A has the
right to terminate this agreement. |
| V. |
INTELLECTUAL
PROPERTY RIGHTS AND TRADE SECRETS |
| 1. |
Intellectual
Property Rights |
| |
1.1. |
Party
A ensures that it possesses intellectual property rights for the program
content included in the IE21 Interactive English course in China. |
| |
2.1. |
The
content of this agreement and any information that is not generally known
and gives the party concerned a competitive advantage on the market
should be considered strictly confidential by Party A and Party B.
Without the agreement of the Party concerned, the content should not
be disclosed to other parties. |
| |
2.2. |
None
of the parties can utilize, copy or transfer the trademark, IC, business
information, technology or other materials related to the other two
parties. |
| VI. |
FORCE
MAJEURE, DEFAULT, AND DISPUTE RESOLUTION |
| |
1.1. |
In
case of force majeure causing any party inability to partly of fully execute
this agreement the prevented party will not be considered failing to
observe the obligations of this agreement, and will not bear the
responsibility for the delay. Force majeure includes events such as
war (whether the war is declared or not), emergency, strike, labor
dispute, accident, a server-breakdown caused by the transmission of a
computer virus, hacker’s attacks on the server, fire,
earthquakes, flood, typhoon, snowstorm and any other natural
disasters and other unforeseen events beyond the control of the
parties. |
| |
1.2. |
If
any party thinks that the complementation of this agreement may be held back,
delayed or affected by the factors listed in the first article of
this agreement, the prevented Party is obliged to inform the other
parties of such factors without delay. |
| |
Any
of the following situations will be considered to be default. |
| |
2.1. |
Party
B’s inability to pay for the license fee or support fees before due date. |
| |
2.2. |
Party
A’s failure to provide Party B with the IE21 Interactive English course
package specified in this agreement. In this case, a refund will be made to
Party B. |
| |
2.3. |
Any
Party fails to keep the trade secrets of the other party or parties. |
| |
2.4. |
Infringement
of Party A’s intellectual property rights. |
| |
2.5. |
Any
Party fails to implement this agreement. |
| |
3.1. |
Any
disputes as to this agreement should be solved through negotiation in China.
The agreement is governed by PRC law. |
| VII. |
REVISION,
CANCELLATION AND TERMINATION OF THIS AGREEMENT |
| 1. |
The
revision of this agreement should be made under the negotiation and agreement
of the two parties. |
| 2. |
If
one party infringes the legal rights of the other party, the other party has
the right to cancel this agreement. |
| 3. |
If
one Party breaches the agreement, which causes the inability to execute or
delay the execution of all or part of the agreement, the other party has the
right to terminate the agreement. |
MISCELLANEOUS
1. TIME OF TAKING EFFECT:
This agreement shall take effect since the day of signing.
2. This agreement should
be in two copies and each Party holds one copy. The two copies are all original
copies and have the same legal status.
Party A: Shanghai
Broadband Network Inc.
Address: Suite 1212,
Xxxxxx Commercial Building, 000 Xxxxxxxx Xxxx, Xxxxxxxx
Represented by Xxxxx Xxx
Title: Marketing and sales
manager
Signature:
________________________________________________________
Date:____________________________________________________________
Party B: Xxxxxxx Electric (Shanghai)
Co., Ltd.
Address: Floor 11/F, Xx. 000, Xxx Xx
Xx. (X), Xxxxxxxx 000000, XXX.
Represented by ________________________ (print name)
Title________________________________________________________(print
title)
Signature:
________________________________________________________
Date:____________________________________________________________
