Agreement on Advertising Cooperation
Agreement
on Advertising Cooperation
Party
A:
Fen Mei Advertising (Beijing) Co., Ltd.
Address:
Xxxx 000, Xxxxxx building, Xx.0 Xxxxxxxxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx,
Xxxxx
Party
B:
Shenzhen Netmusic Technology Limited
Address:
Xxxx 0000, Xxxxxxx Xxxxxxxx, Xxxxxxx Xx, Xxxxxx Xxxxxxxx, Xxxxxxxx,
Xxxxx
In
order
to achieve ultimate mutual benefit and win-win outcome, Part A and Part B,
after
friendly consultation and based on principle of resources sharing and mutual
support of advantages, reaches the following Agreement on Online
Promotion:
1.
Effective date and validity of Contract
Effective
date: as of the date of signing of “Contract for Advertising” (hereinafter
referred to as “Contract”) by the Parties.
Validity
of Contract: September 1, 2007 to October 31, 2007.
2.
Ways
and rates of promotion
Party
A
promotes its website xxx.00xxx.xxx.xx
via
xxx.xxxxx.xxx,
the
latter owned and operated by Party B. There are 3 types of
promotion:
2.1
Promotion through channel cooperation: Part B adds Party A’s website link on the
Information Section of its website.
2.2
Direct Mail: 500,000 active email addresses will be selected from Party B’s
website and Party A’s content will be pushed to them.
Rates
of
promotion:
2.3
Promotion through channel cooperation: RMB150, 000/month.
2.4
Direct mail: RMB100, 000/month, or 500,000emails/month at RMB
0.2/email.
3.
Settlement
Terms
of
Payment:
|
3.1
|
The
cost of Advertising should be paid in full prior to October 31,
2007.
|
|
3.2
|
Monthly
check and confirmation shall be conducted by the
Parties.
|
|
3.3
|
Invoice
shall be issued to Party A by Party
B.
|
4.
Liability of both Parties
Liability
of Party A
4.1
Party
A pledges to be the legal operator or franchiser of the products and services
Party A promotes.
4.2
Party
A ensures that the content of its advertisements linked to Party B’s website is
true, not against ADVERTISEMENT LAW OF THE PEOPLE'S REPUBLIC OF
CHINA(“ADVERTISEMENT LAW”) or any relevant laws, regulations, policies, public
moralities, or any third Party’s lawful rights, and that it will not conduct any
misleading or false publicization for its products or services. In case Party
A
violates this commitment and causes any dispute, Party A is responsible for
the
resolution.
4.3
Party
A undertakes to provide real statistics of effect to Party B as per stipulated
in the Contract
4.4
Party
A undertakes to make punctual payment to Party B, as per stipulated in the
Contract.
Liability
of Party B
4.5
Party
B’s website shall be under its closest supervision and no activities shall be
carried out, nor shall any no information or content be posted on it which
are
prohibited by Chinese laws and legislations.
4.6
Party
B pledges not to make any replacement to Party A’s Advertisement Links or add
any other products or services to its own website which are not specified in
Contract.
4.7
Party
B is responsible for the management of advertisement posting within the term
of
Contract and in accordance with Contract clauses.
5.
Liability for breach of Contract
As
per
Clause 3 of this Agreement, either Party is liable for its inability to fulfill
the Contract:
5.1
Within the duration of Agreement, neither Party shall cancel the advertising
unless permitted by the other Party in writing, and the canceling Party shall
compensate the other Party otherwise as per any specific clause(s) of a given
project order.
5.2
Within the duration of Agreement, either Party shall undertake the relevant
liability stipulated in CONTRACT LAW OF THE PEOPLE’S REPUBLIC OF CHINA
(“CONTRACT LAW”) if the non-execution of its liability is
unjustifiable.
6.
Exemption Clauses:
6.1
“Force Majeure” is an occurrence that neither of the contracting parties is able
to control, foresee or avoid even if it’s foreseeable, which restricts, affects
or delays one Party from fulfilling all or part of its obligations. Such an
occurrence includes but is not limited to acts of Government, natural disasters,
computer viruses, hacker attacks, network failures, as well as service latency,
failures or any other similar problems caused by network providers, network
device providers or network technology providers.
6.2
In
the event of Force Majeure, the affected Party shall notify the other Party
in
writing with no delay, explain the possible negative influence of the occurrence
on this Agreement, and provide relevant evidence within a reasonable period
of
time.
6.3
The
affected Party may suspend the performance of his obligations under the Contract
until the removal of the influence of Force Majeure, and in that case it is
not
liable for breach of Contract, but shall exert every effort to minimize the
negative impact.
6.4
During the term of the Contract, neither Party shall cancel the advertising
without the permission of the other Party. Should a Party cancel the advertising
unilaterally, that Party is obliged to pay the other Party 200% of the total
value of all the products Party A advertises on Party B’s website as liquidated
damages.
If
the
situation of either Party suits Clause 53 of CONTRACT LAW OF THE PEOPLE’S
REPUBLIC OF CHINA, the “Exemption Clauses” become null and void.
7. Protection
of intellectual property and business secrets
Refer
to
the Non-Disclosure Agreement signed by the Parties.
8. Alteration
of Contract
The
Contract can be altered and transferred through consultation by both Parties
as
per Clause 77 of CONTRACT LAW.
9.
Resolution
of Disputes
9.1
Friendly consultation prevails when disputes arise.
9.2
In
case consultation fails, both parties can turn to the local courts of
jurisdiction for civil mediation or litigation. Court decisions are
conclusive.
9.3
Court
cost shall be at the expense of losing Party, unless otherwise
stipulated.
10.
Others
10.1
This
Agreement is made out in duplicate and in simplified Chinese.
10.2
This
Agreement is a letter of intent in which expenses are calculated by ADM
result.
10.3
For
issues not stipulated in this Agreement, Party A and Party B may sign a
supplementary agreement through future consultations. Contract details in
specific project orders shall be in accordance with the clauses in this
Agreement and bound to relevant clauses of CONTRACT LAW.
10.4
This
Agreement is signed on October 15, 2007 with stamps of both Parties and
signatures of their representatives. This Agreement takes effect as of the
date
of signing.
Party
A:
Fen
Mei
Advertising (Beijing) Co., Ltd
Address:
Xxxx
000,
Xxxxxx building, Xx.0 Xxxxxxxxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx,
Xxxxx
|
Stamp:
|
Signature:
|
|
Tel:
000-00000000
|
Fax:
000-00000000
|
|
Party
B: Shenzhen
Netmusic Technology Limited
|
|
|
Address:
Xxxx
0000, Xxxxxxx Xxxxxxxx, Xxxxxxx Xx, Xxxxxx Xxxxxxxx, Xxxxxxxx,
Xxxxx
|
|
|
Stamp:
|
Signature:
|
|
Tel:
0000-00000000
|
Fax:
0000-00000000
|
