MARKETING SERVICE GREEMENT
Execution
Version
This
Marketing Services Agreement (the "Agreement")
is entered into as of June 1, 2008 by and among the following
parties:
|
(a)
|
Beijing
Hongteng Lianguang Advertising Co., Ltd. (北京鸿腾联广广告有限公司),
a PRC company limited by shares ( “Party
A”); and
|
|
(b)
|
Tianjin
Yinse Lingdong Advertising Co., Ltd. (天津音色灵动广告有限公司)
, a PRC company limited by shares (“Party
B”).
|
Party A
and Party B shall be collectively referred to as the “Parties”
and each as a “Party”.
WHEREAS,
|
(1)
|
Party
A, a domestic enterprise registered under the PRC laws, own various human
resource with extensive experience and technologies in advertising
marketing, customer support, technical, operational, business consulting
and services.
|
|
(2)
|
Party
B, a domestic company registered under the PRC laws, is engaging in
advertising services.
|
|
(3)
|
Party
B intend to retain Party A as the service provider to provide the
above-mentioned services in connection with the advertising business and
Party A agree to provide such services pursuant to the terms and
conditions herein.
|
NOW THEREFORE, the Parties
have reached the following agreements based on the principle of equal and mutual
benefit:
|
1.
|
SERVICES
|
During
the term of this Agreement and on the terms and conditions contained in this
Agreement, Party A, as Party B’s service provider, agrees to render the
following services to Party B (the “Services”).:
|
(1)
|
marketing
consulting service;
|
|
(2)
|
design
and execution of marketing development strategy, including, without
limitation, organizing sales force and providing marketing support, client
development as well as public relationship
management;
|
|
(3)
|
advertisement
production;
|
|
(4)
|
personnel
secondment to meet human resource need of Party B on a temporary or
fixed-term basis; and
|
|
(5)
|
Any
other services related to the business of Party B as reasonably requested
by Party B and agreed by Party A from time to
time.
|
|
2.
|
PAYMENT
FOR THE SERVICES
|
The fee
for the Services is RMB105,000 per month and 15% of the sales revenue that
actually received by Party B in such month (the “Service
Fee”). The relevant Service Fee shall be payable on or prior to the 15th
calendar day of each month. Party A may inspect the accounting materials of
Party B to verify the actual sales revenue, Party B shall actively Party A in
this regard.
If the
Parties have any dispute over the above-mentioned Service Fee, the Parties shall
jointly check the accounts within 3 months following the dispute in order to
resolve it through friendly consultation.
|
3.
|
DUTIES
OF PARTIES
|
|
(1)
|
During
the term of this Agreement, Party A agrees to provide the Services in due
course and pursuant to the terms and conditions of this
Agreement.
|
|
(2)
|
Party
A agrees to bear all the cost associated with the provision of the
Services.
|
|
(3)
|
Party
A shall maintain sufficient experienced personnel to adequately meet the
reasonable request of Party B on the Services from time to
time.
|
|
(4)
|
Party
B agrees to make all payments to Party A in due course pursuant to the
terms and conditions of this
Agreement.
|
|
4.
|
INDEMNITY
|
The Party
shall indemnify and hold harmless the other Party from and against any loss,
damage, obligation and cost arising out of this Agreement due to the breach of
this Agreement by such Party.
|
5.
|
EFFECTIVE
DATE AND TERM
|
This
Agreement shall be executed and come into effect as of the date first set forth
above. The term of this Agreement is from April 1, 2008 to September 30,
2008.
|
6.
|
SETTLEMENT
OF DISPUTES
|
|
(1)
|
Any
dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof
shall be resolved through consultation. Such consultation shall begin
immediately after one Party hereto has delivered to the other Parties
hereto a written request for such consultation. If the dispute cannot be
resolved within thirty (30) days following the date on which such notice
is given, the dispute shall be submitted to arbitration upon the request
of either Party with notice to the
other.
|
|
(2)
|
All
disputes arising out of or in connection with this Agreement shall be
submitted to the China International Economic and Trade Arbitration
Commission (the “CIETAC”)
for arbitration in Beijing, which shall be conducted in accordance with
CIETAC’s arbitration rules then in effect. The language of the arbitration
shall be in Chinese. The arbitration award shall be final and binding upon
the Parties and shall be enforceable in accordance with its
terms.
|
|
(3)
|
During
the period when a dispute is being resolved, the Parties shall in all
other respects continue their performance of this Agreement other than the
matter(s) in dispute.
|
|
7.
|
NO
ASSIGNMENT
|
Neither
of the Parties may assign any of its rights or obligations under this Agreement
to any party without the prior written consent of the other Party.
|
8.
|
GOVERNING
LAW
|
This
Agreement shall be governed by and construed in accordance with the PRC
laws.
|
9.
|
NO
THIRD PARTY BENEFICIARY
|
This
agreement shall only be binding upon the Parties hereto and their respective
permitted successors and transferees, without giving any beneficiary right to
any third party.
|
10.
|
HEADINGS
|
The
captions, titles and headings included in this Agreement are for convenience
only, and do not affect this Agreement’s construction or
interpretation.
[SIGNATURE
PAGES FOLLOW]
IN
WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.
BEIJING
HONGTENG LIANGUANG ADVERTISING CO., LTD.
(chop)
Signature:
/S/ JU
BAOCHUN
Name: JU
BAOCHUN (巨宝春)
Title:
LEGAL REPRESENTATIVE
TIANJIN
YINSE LINGDONG ADVERTISING CO., LTD.
(chop)
Signature:
/S/ JU
BAOCHUN
Name: JU
BAOCHUN (巨宝春)
Title:
LEGAL REPRESENTATIVE
[THE SIGNATURE PAGE OF THE MARKETING SERVICE
AGREEMENT]
