EXHIBIT 10.20
Translation
AGREEMENT ON GENERAL ADVERTISING AGENCY
BETWEEN
BEIJING GUOGUANG GUANGRONG ADVERTISING CO. LTD
AND
BEIJING CENTURY MEDIA ADVERTISING CO. LTD
WITH RESPECT TO
CHANNEL FM91.5 BEIJING AND
CHANNEL FM87.9 SHANGHAI OF
CHINA RADIO INTERNATIONAL
NOVEMBER, 2006
BEIJING
TABLE OF CONTENT
ARTICLE 1 DEFINITIONS
ARTICLE 2 AGENCY FOR ADVERTISING
ARTICLE 3 COMMITMENT AND TERMS
ARTICLE 4 AMOUNT(S) IN CONTRACT AND METHODS OF PAYMENT(S)
ARTICLE 5 EFFECTIVENESS OF AGREEMENT
ARTICLE 6 VALIDITY PERIOD AND BREACH OF AGREEMENT
ARTICLE 7 FORCE MAJEURE
ARTICLE 8 REPRESENTATIONS AND WARRANTIES
ARTICLE 9 CONFIDENTIALITY
ARTICLE 10 APPLICABLE LAWS AND DISPUTE RESOLUTION
ARTICLE 11 NOTICE(S)
ARTICLE 12 TERMINATION OF AGREEMENT
ARTICLE 13 OTHER ISSUES
This exclusive agency agreement for advertising (hereafter as "this agreement")
was signed on November 28, 2006, in Beijing by the following parties:
Party A: Beijing Guoguang Guangrong Advertising Co. Ltd (hereafter as "Party A")
Address: Xxxx X000, Xxxxx Xxxxxxx, X00-Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx
Xxxxxxxx, Xxxxxxx
Legal Representative: Xxxx Xxxxx
Party B: Beijing Century Media Advertising Co. Ltd (hereafter as "Party B")
Address: Room E1-1507, Oriental Square, 0 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx District, Beijing
Legal Representative: Xxxx Xxxxxxxx
Whereas:
1. China Radio International (hereafter as "Radio International")
operates several sets of radio programs on domestic channels
(including but not limited to the channels in this agreement); Party A
is lawfully set up and is the only chief entity that has the exclusive
agency to run the advertising businesses for all the domestic radio
channels of the Radio International, and has been given full
authorization.
2. The Advertising Department of Radio International signed with Party B
on February 24, 2005 the contract for advertising agency that allows
Party B to be the exclusive advertising agency running the advertising
businesses for Channel FM Beijing and Channel FM Shanghai of the Radio
International (the "Original Contract").
3. The Advertising Department of the Radio International and Party B have
agreed that an agreement will be signed to terminate the Original
Contract between the Advertising Department of the Radio International
and Party B,
and that termination agreement becomes effective simultaneously on the
date of execution of this agreement.
Pursuant to the provisions of Chinese laws, and after friendly consultation
between Party A and Party B, the following agreement has been reached regarding
ways of cooperation, terms, contract amounts, payment methods and other details.
ARTICLE 1 DEFINITIONS
Except where it is otherwise stipulated in this agreement or where there are
other requirements in the context, the following terminology shall contain
meanings as follows:
1.1 "The Chinese laws": Any law, act, regulation and regulatory documents
publicly announced by the Chinese legislatures and governments (including
the central and local legislatures and governments), and the amendments,
additions, and interpretations made at any time with respect to these laws.
1.2 "Validity Period of Agreement": From date of effectiveness of this
agreement to December 31, 2026.
1.3 "Day": A day calculated per a solar calendar.
1.4 "Parties": Party A and Party B.
1.5 "A party": Either of parties A and B.
1.6 "A (The) third party": Any party other than Party A and Party B.
1.7 "Agreement Channel(s)": Except where it is otherwise stipulated, referring
to those channels owned by the Radio International: FM91.5 (broadcast from
Beijing) (hereafter as "Beijing FM") and FM87.9 (broadcast from Shanghai)
(hereafter as "Shanghai FM"), or their succeeding or replacement channel(s)
when changes take place.
1.8 "Content of agreement channels": All the content broadcast on the agreement
channels, including and only including: the aggregations of reserved
advertising of Party A (if any), and of programs and advertisements for
these agreement channels.
1.9 "Advertisements on the agreement channels": The advertisements other than
those reserved ones of Party A that are broadcast on the agreement
channels, and advertisements that directly or indirectly introduce or sell
or promote any format of sponsored events, entities, commodities, services
and brands that are run on the agreement channels, whether or not the
advertisement is charged for a fee or is classified as an "advertisement".
1.10 "Advertising businesses on agreement channels": Operation of the businesses
of advertising on agreement channels by distributing the advertisements on
those channels pursuant to the definition(s) in 1.9.
1.11 "Programs on agreement channels": The programs broadcast on the agreement
channels.
1.12 "Reserved advertisements of Party A": Party A's advertisements for the
public interest that are broadcast on the agreement channels and
advertisements to develop the Radio International's own businesses.
1.13 "Revenues from advertisements on agreement channels": The revenues from
advertisements distributed on the agreement channels or revenues generated
by operating advertising businesses via the agreement channels, including
but not limited to cash revenues, event sponsorships, tangible objects,
coupons, and breaks for commercials received because of the name of the
channels or in exchange for breaks of commercials on these channels,
whether or not they are called "advertisements".
1.14 "Time of advertisements on agreement channels": Except where it is clearly
stipulated in this agreement, referring to the time during which the
agreement channel advertisements are distributed on those channels.
1.15 "Promotion Events": The various kinds of events conducted via the agreement
channels and/or via the brands of the Radio International, and the formats
include but are not limited to distribution of flyers, salons, seminars,
forums, exhibitions, publicity through advertisements and large scale
theme-events.
ARTICLE 2 ADVERTISING AGENCY
2.1 Party A authorizes Party B to be its exclusive agent for advertising on the
agreement channels, to exclusively operate its advertising businesses on
the agreement channels, and to be entitled to revenues from advertising on
the agreement channels during the period of effectiveness of this agreement
pursuant to the terms in this agreement.
2.2 The right of exclusive advertising agency that Party B has in this
agreement means: within the term of this agreement, and under the
circumstance that Party B has been substantially fulfilling this agreement,
Party A cannot, without a written consent from Party B, accept on its own
or accept through any third party advertising businesses on the agreement
channels stipulated in this agreement (except Article 3.5 in this
agreement). Party A agrees to introduce Party B as its exclusive agency for
advertising on the agreement channels, at appropriate time, on the media,
in the publicity materials and media of Party A and the Radio
International.
2.3 Party A agrees: When Party B exercises the exclusive agency right for
advertising, Party B can act by using the name of the sole agent of the
agreement channels, and at the reasonable request of Party B, Party A is
responsible for providing the lawful written Authorization of Trust and
Statement of Verification necessary for the operation of the advertising
businesses on the agreement channels.
2.4 Party B has full decision power over the operation of the advertising
businesses under the agency and has the right to make its own decisions on
advertising clients, formats and contents, and prices; however, the
advertising formats and contents, and prices need to be kept in records at
the Radio International. The length and time slots for advertisements need
to be discussed by both parties elsewhere (except where it is otherwise
stipulated in this agreement) and cannot be against the regulations in the
Chinese laws and acts.
2.5 To facilitate Party B to develop the advertising businesses on the
agreement channels, Party A, with a written consent from Party A, hereby
agrees and authorizes Party B to utilize the agreement channels and the
names, brands and logos of Party A and the Radio International to engage in
promotion events, and also agrees that Party B has the right to conduct
such promotional events, and in connection with such events distribute
advertisements, appoint title sponsors, and attract investments.
ARTICLE 3 COMMITMENT AND TERMS
3.1 Party B undertakes that during the period of bilateral cooperation, it will
not transfer its rights and duties in this agreement to any third party.
3.2 Party B undertakes that, during the period of bilateral cooperation, Party
B must provide to Party A all the advertisement writings and certifications
for the advertisements that are broadcast on the agreement channels. All
the advertisements can be distributed only after Party A has reviewed them.
All advertising contracts and advertisement sample tapes must be in the
archives of Party A.
3.3 Party B can make suggestions to Party A for improvement to programs on the
agreement channels, according to the market conditions. Under the premise
that it is not in breach of applicable state laws and acts, Party A has the
duty to respect the opinions of Party B and to coordinate relevant program
production units to improve or adjust programs.
3.4 Party B needs to reinforce the efforts on promoting brands of relevant
agreement channels and Party B is also committed that the promotion
activities cannot damage the image of the brands of the channels.
3.5 In order to enhance program quality and increase listening ratings, Party A
undertakes that, under the premise of obeying relevant state laws and acts
and ensuring that the Radio International has the final review right to the
program and broadcast, depending on the market condition, Party B can
entrust and designate a relevant quality third party or, through other
lawful formats, provide agreement channel programs to the channels. These
programs can be broadcast on the agreement channels: no more than 4 hours
per day on Beijing FM Channel, and on all programs other than the news
programs on Shanghai FM Channel. Party A has a duty to coordinate relevant
departments to enable these programs to be smoothly broadcast. If more time
is needed, the parties need to consult each other for a solution.
3.6 To prevent doubtful points, with respect to the agreement channel on
Beijing FM, the contents are composed of (i) Party A's reserved
advertisements (if any), (ii) advertisements on the agreement channel,
(iii) no more than 4 hours of agreement channel programs provided by Party
B (pursuant to Section 3.5 of this agreement) and (iv) the remaining time
programs on the agreement channel provided by the Radio International
(including the news program if any); with respect to agreement channel on
Shanghai FM, the contents are composed of (i) Party A's reserved
advertisements (if any), (ii) advertisements on the agreement channel,
(iii) agreement channel programs provided by Party B (pursuant to Section
3.5 of this agreement) and (iv) the news programs on the agreement channel
provided by the Radio International (if any); if Party B fails to provide
the above mentioned agreement channel program(s) (as stipulated in Section
3.5 of this agreement), then Party A is to make a lawful arrangement as a
solution. Party B is to bear the production expenses incurred directly or
indirectly in providing the agreement channel program(s) (pursuant to
Section 3.5 in this agreement), but it will not bear other expenses. Also,
to prevent doubtful points, both Party A and Party B have confirmed that
the news programs are only limited to what has been clearly stipulated in
relevant state media promulgation acts about the scope and methods for
production and broadcasting.
3.7 The agreement channel program(s) provided by Party B (stipulated in Section
3.5 of this agreement) and copyrights of the advertisements on the
agreement channels belong to Party B or are owned by Party B according to
its terms with a third party.
3.8 In order to effectively integrate advertising resources, Party A has the
right, under the premise that it gives Party B an advance written notice,
to use advertising time on the agreement channels; the time used cannot
exceed 30% of the advertising time on the agreement channels (with respect
to what particular time slots to use, the parties need to decide
elsewhere); the time used is to be settled between Party A and Party B at
no less than Party B's actual sales price on the market that day; the
amount in the settlement is to be recorded into Party B's agency assignment
amount(s). If Party A's needs for time exceed 30%, the parties need to
consult each other for a decision.
3.9 Party A's advertisements for the public interest that are broadcast on the
agreement channels and the advertisements to develop the Radio
International's own businesses shall be treated as Party A's reserved
advertisements and are not for the exclusive agency of Party B; however,
Party A must notify Party B in writing of the time slots and advertisement
volume, a week ahead of the day when the advertisement is broadcast, and
that should not affect the benefits of Party B. The specific time slots for
Party A's reserved advertisements should be decided according to specific
situations, yet both parties A and B should observe the principle of
priority given to advertisements on agreement channel. Party A is forbidden
from using Party A's reserved advertisements to collect benefits from a
third party; if benefits are reaped, they belong to Party B.
3.10 Party A has confirmed and undertakes that it will enable and ensure the
daily time for the agreement channel contents for Shanghai FM Channel to be
no less than 18 hours, and 24 hours for the agreement channel contents for
Beijing FM
Channel, except for routine machine breaks for maintenance. Except where it
is otherwise stipulated in this agreement, both parties A and B hereby
confirm on the duration of time for both of the advertisements and programs
on the agreement channels, and on the specific time segments that are to be
arranged; both parties should ensure the principle of priority given to
business interests.
3.11 To facilitate Party B to develop advertising businesses on the agreement
channels, Party A is hereby committed to its duty to ensure that the
quality of programs on the agreement channels that it lawfully arranges
(except for those stated in Section 3.5 of this agreement) will not be
lower than its current standard for the validity period of this agreement.
ARTICLE 4 CONTRACT AMOUNT AND PAYMENT METHODS
Under this agreement, the consideration that Party B obtains from the exclusive
advertising agency operation right to the advertising businesses on the
agreement channels stated in the agreement consists of the total amounts stated
in Sections 4.1 and 4.2 below.
4.1 Party B undertakes that within 3 days upon the execution of this agreement
it will make a one-time payment of RMB 20,000,000 to the party designated
by Party A (unless both parties A and B identify otherwise, the designated
party is the Radio International).
4.2 Other than what is stated in the above Section 4.1,
4.2.1 Party B, as the exclusive advertising agent for Beijing FM,
undertakes to make a certain amount of annual payments to Party A
for the advertising agency fee, specifically as follows:
(a) From January 1 to December 31, 2007, a payment(s) of RMB
14,400,000 has to be made. In the successive years,
there is an increment of 15% every year until it reaches RMB
25,185,700 by December 31, 2011;
(b) From January 1, 2012 to December 31, 2026, Party B must
ensure that it pays RMB 25,185,700 annually to Party A as
the bottom-line of advertising agency fee; if the annual
advertising sales totals exceed RMB 35,000,000, the
exceeding portion is to be allocated at the ratio of 3:7
between Party A and Party B. The payment for the allocated
exceeding portion from each calendar year is to be made on
the fifteenth business day of the following year.
4.2.2 Party B, as the exclusive advertising agent for Shanghai FM,
undertakes to making a certain amount of annual fee to Party A
for the advertising agency, and the specific amounts are as
follows:
(a) From January 1 to December 31, 2007, a minimum payment(s) of
RMB 4,000,000 has to be made. In the successive years, every
year there is an increment of RMB 500,000 on top of the
previous year's amount until it reaches RMB 6,000,000 by
December 31, 2011. That is, there is a lower limit of
RMB4,500,000 for the year 2008, of RMB 5,000,000 for the
year 2009, of RMB5,500,000 for the year 2010, and of RMB
6,000,000 for the year 2011;
(b) From January 1, 2012 to December 31, 2026, the annual lower
limit for the advertising agency fee remains unchanged at
RMB 6,000,000;
(c) From 2007, if the annual advertising sales total for
Shanghai FM exceeds RMB 15,000,000, the exceeding portion is
to be allocated to Party A and Party B
according to the following proportions. Specifically, if the
exceeding part is within RMB 10,000,000 (that is, the sales
are between RMB 15,000,000 and 25,000,000), the exceeding
part will be allocated at the ratio of 4:6 between Party A
and Party B; if the exceeding part is over RMB 10,000,000
(that is, the sales are above RMB 2,500,000), the exceeding
part will be allocated at the ratio of 3:7 between Party A
and Party B. The payment for the allocated exceeding
proportion from each calendar year is to be made on the
fifteenth business day of the following year.
4.2.3 Party B must make payments for the next corresponding monthly
fee for the exclusive advertising agency for Beijing FM and
Shanghai FM on the last 2 business days of each month after the
execution of this agreement. To avoid doubts, for example, the
fees for January 2007 should be paid on the last 2 business days
at the end of December 2006. The monthly fee for the exclusive
advertising agency = the total of the applicable annual fee for
the exclusive advertising agency X 1/12.
ARTICLE 5 EFFECTIVENESS OF THE AGREEMENT
This agreement is signed by both Party A and Party B on the date stated on the
front page of this text and is effective on the date. Further, Party A
undertakes that at the time of the execution of this agreement, it provides the
"Statement of Verification" pursuant to what is stipulated in Section 8.1.2 of
this agreement.
ARTICLE 6 VALIDITY PERIOD AND BREACH OF AGREEMENT
6.1 The validity period of the agreement is 20 years from the date of execution
to December 31, 2026.
6.2 Before the term of the agreement expires, neither Party A or Party B can
discontinue this agreement except where circumstances in Section 12.3 of
this agreement take place, and the other party has the right to seek
compensation for breaching, which is worth 200% of the annual fees of the
applicable year for the exclusive advertising agency that Party B is to pay
Party A as stipulated in Section 4.2 of this agreement; further, if the
other party has been subject to other losses, the party that unilaterally
discontinues this agreement is liable for a full amount payment of
compensation.
6.3 If wrong broadcasting or omission of broadcasting happens in the course of
Party A's distribution of advertisements, Party A should notify Party B in
a timely manner. Party A should take active remedy measures and consult
with Party B regarding re-broadcasting plan or plan for indemnification for
Party A to enforce after verification with Party B.
6.4 If, because of Party A's wrong broadcasting or omission in broadcasting of
advertisements, damages have been caused to clients or consumers, Party A
shall bear the liabilities. In the case where damages have been caused to
clients or consumers, and resulting in legal disputes because of the
truthfulness of the content in the advertisement Party B provides to Party
A and because of problems in the procedures, Party B shall bear the
liabilities.
6.5 Party B should timely make bottom-line payments to Party A for the
exclusive advertisement agency fee. In the case of a late payment, for the
delay per day, Party B should pay a late fee at 0.1% of the amount of the
late monthly payment.
6.6 If Party B fails to pay Party A the relevant monthly fees for the exclusive
advertisement agency as stipulated in Section 4.2 of this agreement, it is
deemed that Party B has unilaterally discontinued this agreement and has
constituted a serious breach.
ARTICLE 7 FORCE MAJEURE
Due to earthquakes, typhoon, floods, fires, war and other unforeseeable force
majeure events (including but not limited to natural disasters, strikes, riots,
warlike actions, outbreaks of contagious diseases, government regulations after
the signing of the contract, storms or other natural disasters) of which the
occurrence and consequences cannot be prevented or avoided, where the
fulfillment of this agreement is directly affected or cannot be performed
pursuant to the terms and conditions, the party confronting the above mentioned
force majeure should immediately notify the other party of the relevant
information about the event and, within 5 business days after the event of force
majeure, should provide a detailed written report about the force majeure. Also,
within a month of the written report, it should provide a valid document of
proof of the force majeure, which should be issued by a public notary
institution at the site of the event of force majeure, except where the Chinese
laws do not permit. According to the level of the event's impact on the
fulfillment of the agreement, the parties shall decide through consultation
whether to partially exempt the duty to fulfill this agreement or to delay the
fulfillment. No party is to request compensation for the losses due to force
majeure. Once force majeure has disappeared, the parties should at once take
measures to continue fulfilling what is to be performed under this agreement.
ARTICLE 8 REPRESENTATIONS AND WARRANTIES
8.1 Either party on the date of signing hereby guarantees the following to the
other party:
8.1.1 The party is an legally existing legal person with good reputation,
formally set up according to Chinese laws;
8.1.2 The party has all necessary power, authorization and permit(s) (from
governments or other departments) to sign this agreement and to
comprehensively fulfill this agreement and duties under every other
agreement signed in relevance to this agreement;
8.1.3 The party has already adopted all necessary measures to ensure it has
the right to sign this agreement, and the representative who
represents the party to sign on this agreement has obtained all the
necessary authorization to sign this agreement, according to the valid
"Statement of Authorization" or to the status of the representative as
a staff member of the party. If a proxy is signing this agreement, he
should have obtained consent from the authorizer, thus this agreement
signed by the proxy shall be binding on the party;
8.1.4 The execution and fulfillment of this agreement cannot be in conflict
with any Chinese laws, government orders or judgments from judicial
institutions or cause the party to breach its contract with a third
party;
8.1.5 With respect to the objectives of this agreement, the party does not
have any upcoming proceedings, arbitration or judicial, administrative
or other proceedings or government investigations, or to the best of
the party's knowledge any threats of such things to happen;
8.1.6 All the documents, materials, information and commitment the party
provides to the other party are true and without mistakes;
8.1.7 Party A guarantees that this agreement is not in conflict with any
related agreements that Party A has signed. If this agreement is in
conflict with any agreement that Party A has signed or there is
inconsistency in the terms and conditions, this agreement shall
prevail.
8.2 In spite of the stipulations in Section 8.1, Party A hereby makes a special
statement: it has obtained authorization from the Radio International to be
the Radio International's exclusive general advertising agent for all its
domestic broadcasting channels and according to the authorization from the
Radio
International, it has the right to subcontract its exclusive advertising
agency on the agreement channels.
8.3 Where the statements and guarantees made in Article 8 by any party are
found to be untrue, misleading, incomplete or incorrect, and as such it has
caused the other party any loss, damage, liability, claim, request, action,
proceeding, fines, and punishment, the other party has the right to request
having a full compensation and being free from any damage.
ARTICLE 9 CONFIDENTIALITY
9.1 Both parties agree to keep strictly confidential the terms and conditions
of this agreement, all information in or relevant to this agreement, and
all information the other party provides (hereafter as "confidential
information"), and will not disclose them to any third party except where
it is otherwise stipulated in this article. The confidential information
can only be used for the fulfillment of this agreement. The parties both
agree to request a third party that is likely to be informed of or likely
to obtain the confidential information to sign a confidentiality and
no-disclosure agreement identical to this article. This article will not be
applicable to the following information that a party discloses: (a)
information that is already public (except where a party breaches this
article and makes the information public); (b) the information the party
has already held and is not related to this agreement or the joint-venture
corporation, or information that is not generated from this agreement; (c)
information that is disclosed or used according to laws, acts, and rules
and regulations from any regulatory institution for any publicly recognized
securities exchange; (d) reasonably disclosed or used due to requirements
of any judicial proceedings; (e) reasonably disclosed to the taxation
authorities according to administrative requirements of relevant taxation
institutions; and (f) disclosed to professional advisors, but those
professional advisors must observe the same duty for confidentiality as the
parties to this agreement.
9.2 Each party agrees to minimize the number of people to whom the confidential
information is disclosed, and to disclose only to those who fulfill the
stipulated duties of the party to this agreement.
ARTICLE 10 APPLICABLE LAWS AND DISPUTE RESOLUTION
10.1 The construction, execution, implementation, and interpretation of this
agreement and resolution of disputes are subject to the applicable Chinese
laws.
10.2 Any disputes related to or caused by this agreement should be resolved
through friendly consultation. Where consultation fails, the parties agree
to submit the dispute to China International Economic and Trade Arbitration
Committee located in Beijing for that committee to mediate and resolve
according to the applicable and effective arbitration rules at the time of
submission; the arbitration judgment is final and is binding on every
party; and the place for arbitration is Beijing. In the course of
arbitration, except for issue(s) that are being arbitrated, the other
articles and clauses of this agreement should continuously be implemented.
ARTICLE 11 NOTICE
11.1 Except otherwise stipulated in this agreement, any party, when sending a
notice under this agreement or notices related to this agreement, should be
in writing. In the case of delivery by a designated person, or faxing, or
using a publicly recognized express mail service to send to the addresses
or fax numbers listed at the beginning of this agreement, or sending to
another address or fax number the recipient has already notified in
advance, it is considered to have been delivered.
11.2 Except otherwise stipulated in this agreement, any notice sent via fax is
deemed to have been immediately delivered when faxed in a normal way to the
above fax number(s) of the recipient; however, the notice should be
immediately sent via a publicly recognized express mail service to the
recipient for verification. If sent
via a publicly recognized express mail service, the notice is deemed
delivered within 5 days upon sending to the address of the recipient.
ARTICLE 12 TERMINATION OF AGREEMENT
12.1 This agreement terminates automatically upon expiration of the contract.
12.2 Both parties reach consensus upon consultation to terminate this agreement.
12.3 Both parties of this agreement agree that when circumstances stated in
Section 6.6 occur, Party A has the right to unilaterally terminate this
agreement.
ARTICLE 13 OTHER ISSUES
13.1 The sub-title added for each article and clause is only for convenient
reference and does not affect the interpretation of the content of articles
in this agreement.
13.2 Any time after the signing date of this agreement, the parties to this
agreement should, with all their reasonable business efforts, enable the
necessary third party/parties to sign documents reasonably requested by a
relevant party and to respond with actions to the reasonable request made
by a relevant party, thus the relevant party fully having all the benefits
under the articles of this agreement; the required expenses are borne by
the relevant party.
13.3 If any article or clause and terms in this agreement are considered illegal
or unable to be reinforced according to applicable laws, that article or
clause is deemed already deleted from this agreement and has already become
void; however, this agreement is still effective and should be deemed as
never containing that article or clause from the very beginning. The
parties should fully consult with each other in good faith in order to
replace the deleted article(s) or clause(s) with ones that are rational and
lawful.
13.4 The time, dates, and length of terms stipulated in this agreement are
critically important to this agreement and anything departing from the
time, dates or length of terms as stipulated in this agreement should be
deemed as a breach of agreement.
13.5 The expenses incurred to enable this agreement to be lawfully effective,
including but not limited to notary fees, stamp tax, registration fees,
should be borne by the related party/parties or by the party incurring the
expenses pursuant to the provisions of the Chinese laws.
13.6 The additional agreements to this agreement constitute an inseparable part
of this agreement and have the same effects as the text in the main body of
this agreement.
13.7 This agreement constitutes all agreements that have been reached among the
parties with respect to issues of the objectives of this agreement, and
replaces all previous oral and written agreements, contracts,
understandings and correspondence among the parties with respect to the
issues of the objectives of this agreement.
13.8 This agreement comes in 6 counterparts, 3 held by Party A and 3 by Party B.
All counterparts have the same legal effects.
[See the next page for the signing sheet]
[This page is a signing sheet and contains no main text]
Party A: Beijing Guoguang Guangrong Advertising Co., Ltd. [Company chop of
Beijing Guoguang Guangrong Advertising Co., Ltd.]
Legal/or Authorized Representative: /s/
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Party B: Beijing Century Media Advertising Co., Ltd. [Company chop of
Beijing Century Media Advertising Co., Ltd.]
Legal/or Authorized Representative: /s/
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