Baidu Promotion Agency Agreement
Exhibit 4.54
Contract
Number:
Party A: Baidu Online Network Technology (Beijing) Co.,
Ltd.
Legal representative: XXXX Xxxxx
Address: Xx. 00 Xxxxxxx 00xx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx
Contact: SHI Youcai
Telephone: 0000-00000000
E-mail: xxxxxxxxx@xxxxx.xxx
Post code: 100085
Bank: China Merchants Bank, Beijing Branch, Beisihuan
Sub-branch
Account number: 866180196910001
Party B: Beijing Baidu Netcom Science and
Technology Co., Ltd.
Legal representative: XXXXX Xxxxxxxx
Address: 0/X, Xxxxx Xxxxxxxx, 00 Xxxxxxx
10th Street, Haidian District, Beijing
Contact:
Telephone: 00-00000000
E-mail:
Post code: 100085
Bank: China Merchants Bank, Shangdi
Sub-branch
Account number: 110902160610706
(Party A and Party B, collectively, the “Parties”)
This AGENCY AGREEMENT (this “Agreement”) is made by
Party A and Party B, each being a company incorporated and
existing under the laws of the People’s Republic of China.
WHEREAS
1. Party B is authorized by Party A to manage Party
A’s advertising agents in Beijing for the purpose of
promoting “Baidu Promotion” technical services
(including existing Baidu Promotion and its derivative services,
“Baidu Promotion”) for Party A.
2. Party B agrees to conduct the promotion contemplated
under Section 1 required by Party A.
NOW, THEREFORE, the Parties agree and intend to be bound as
follows:
I, Scope and Term
1. The agents will be designated by Party A in writing.
Party A has the discretion to change the agents from time to
time, provided that such change will be notified to Party B in
writing no less than [ ] days in advance. Party
B agrees to accept such agents designated by Party A.
2. This Agreement has a term of twelve months, commencing
on January 1, 2010 and ending on December 31, 2010.
II. Rights and Obligations of Party A
1. Party A will grant to Party B an “agent management
account” in connection with Baidu Promotion, which account
is owned by Party A. Party B may not use this management account
if Party A withdraws its authorization granted to Party B under
this Agreement.
2. Party A authorizes Party B to conduct marketing
activities as an agent for Baidu Promotion.
III. Rights and Obligations of Party B
1. Party B will provide user name and password to an
account of “Baidu Promotion” to its subscriber that
subscribes to this account through the marketing efforts of
Party B. Party B will keep in confidence all information in and
of this account and, if failing to do so, will be held liable
for Party A and the client.
2. Without written consent from the end subscriber, Party B
may not change any information of the end subscriber, including
without limitation any change of account information, submission
or change of any key words, and change of bidding price.
3. In connection with its activities promoting the products
relating to “Baidu Promotion”, Party B will describe
the products to clients according to the promotional materials
provided by Party A. Without prior written consent from Party A,
Party B may not use or distribute any other promotion materials.
4. Party B will make good maintenance of all of its
operation records relating to the products of Party A for a
period no less than three years for inspection by or provision
to Party A at the request of Party A. Upon expiration or
termination of this Agreement, Party B will return all such
operating records to Party A and may not keep any copy or
duplicate thereof. Party B will grant access to its operating
area as well as any materials including invoices for inspection
by any person designated by Party A.
IV. Performance Indicator
1. During the term of this Agreement, the performance of
marketing efforts of Party B for each quarter will be
benchmarked on the performance indicators set forth under the
Exhibit hereto, which indicators will be provided to Party B
from Party A in writing within 15 business days upon quarterly
end.
2. Baidu Promotion Performance Indicator Percentage:
| Performance indicator | Definition of performance indicator | Percentage | ||
|
Click consumption
|
aggregate number of click consumption generated by all end-users during any given quarter | 100% |
V. Discount, Review, Reward and Penalty
1. Party A will grant a certain discount to Party B, the
details of which will be provided separately by Party A in
writing. Party A may make changes to the discount from time to
time provided it will notify Party B of such change no less than
[ ] days in advance. Party B agrees to accept
the discount provided by Party A.
2. It is agreed by the Parties that Party A may set forth a
system for performance review, reward and penalty under the
notice described under the preceding paragraph. Party A may
terminate this Agreement if Party B fails such review.
VI. Extension
1. Any Party may request extension of this Agreement in
writing to the other Party within fifteen (15) prior to the
expiration of this Agreement, which extension will be made in
written agreement upon signatures of the Parties.
VII. Confidentiality
1. Each of the Parties will keep in confidence all written
materials, product prices, agency policies and other business
secrets relating to or under this Agreement, and may not
disclose any of such material or information to any third party.
If any Party fails to do so, the other Party may hold the
failing Party for any loss as well as legal liabilities.
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2. This confidentiality clause will survive invalidity,
termination, expiration or unenforceability of this Agreement.
3. Breach of this confidentiality clause by Party B will
constitute its material breach under this Agreement, under which
circumstance Party A may terminate the agency of Party B and the
deposit provided by Party B will not be refundable. If such
deposit is not sufficient to indemnify Party A for the losses
incurred by it, Party B will be held liable for the portion of
such losses exceeding the deposit.
VIII. Disclaimer
1. Party A will not be held liable if:
1) the “Baidu Promotion” services fail to be
successfully registered other than by willful or negligent act
of Party A;
2) Party B or any client introduced by Party B suffers any
loss due to its own willful or negligent act;
3) Baidu conducts any commissioning, upgrade, improvement,
or service sampling upon Baidu Promotion, which has any effect
upon Party B; or
4) Party A fails to perform its obligations under this
Agreement due to any force majeure event.
2. If Party A has to indemnify Party B for any reason, such
indemnification will be capped at the amount of the outstanding
funds with Baidu Promotion account of the subscribers introduced
by Party B during that year (excluding any discount provided by
Party A to Party B).
IX. Dispute Resolution
1. Any dispute arising from or in connection with this
Agreement will be resolved by the Parties through negotiations;
if such negotiations fail, the Parties agree to submit the
dispute to the jurisdiction of Beijing Haidian District
People’s Court, being the court at the place where
Baidu’s server is located, or its superior court.
X. Effectiveness
1. This Agreement is effective upon affixture of corporate
or contract seals by the Parties. The rights and obligations of
the Parties as of January 1, 2010 are bound by this
Agreement. This Agreement is in two copies with each Party
holding one copy. The Exhibit attached hereto is an integral
part of and is equally authentic with this Agreement.
2. Any matter not provided under this Agreement will be
performed with reference to the Baidu Policies for Promoting
Regional General Agency.
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|
Party A: Baidu Online Network
|
Party B: Beijing Baidu Netcom | |
|
Technology (Beijing) Co., Ltd.
|
Science and Technology Co., Ltd. | |
|
Signature/seal:
/s/ Xxxxx
Xxxx
|
Signature/seal: /s/ Xxxxxxxx
Xxxxx
|
|
|
Date: January 1, 2010
|
Date: January 1, 2010 |
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