Contract
This Contract is made By and Between Shanghai Library (hereinafter called "Party
A") and Xxxxxxxx.xxx (SEA) Pte Ltd (hereinafter called "Party B"). Shanghai
Library holds the largest Chinese Jia Pu data collections in China. It employs a
group of genealogy experts who are devoted to the research and study of Chinese
genealogy. Shanghai Library is anxious that their Jia Pu collections could be
exposed to all Chinese via the Internet. And by doing so, it will help to create
an awareness and therefore, to arouse global Chinese's pride towards their
families and their ethnic Chinese roots.
Xxxxxxxx.xxx (SEA) Pte Ltd is a fully owed Singapore subsidiary of the parent
company, Xxxxxxxx.xxx Inc of Delaware, USA. In order to promote the historically
rich Chinese culture and to encourage communication among the Chinese around the
world, it has invested and set up a global Chinese web site
xxx.Xxxxxxxxxxxx.xxx. The Chinese Jia Pu channel will become the on-line carrier
of the collections. The site will provide knowledge of Chinese surnames, clans
and family trees, to encourage global Chinese to trace their ancestral roots and
history and to build their own on-line family trees. It will also provide tools
to help global Chinese to communicate and interact with relatives, kinship ties
and friends. At the same time, it will provide consultation on family tree
building.
After lengthy negotiations, both Parties have reached an agreement to undertake
the Chinese Jia Pu project, subject to the following terms and conditions:
1. Party B will head the Chinese Jia Pu project and both parties will jointly
set it up. Party A shall be responsible for providing the materials for
Jia Pu collections, expert consultation and other related value-added
services. Party B shall be responsible for developing on-line hardware and
software technology, system operations and the funds needed for this
undertaking.
2. Party A shall provide materials on evolving changes of Chinese surnames,
Jia Pu catalogues and expert consultation. Party A shall provide three
complete sets of Jia Pu collections to Party B to develop and to test the
system.
3. Both parties shall assign a group of personnel to form a development team.
The team shall be responsible for communicating, designing and other
preparatory work during the initial stage of the project. The team will
submit the time frame and work schedule of the project within a week from
date of this Contract.
4. After development is completed, Party B shall be responsible for
operations and maintenance of the system. Party A will be responsible for
providing expert consultation and related value-added services, e.g. Jia
Pu consultation and collection.
5. The general plan of Jia Pu collection will be designed by both parties.
Party B will be the electronic collection center through the site, and
Party A will be a physical collection center.
6. Publicity for the project will be planned and conducted mutually by the
parties. Party B shall be responsible for the detailed operations and the
operating expenses incurred.
7. The development of the system shall be completed within 30 days of the
signing of this Contract, and all system testing shall be completed within
the following 30 days.
8. During the development stage, Party A shall assign two genealogy experts
to assist Party B's technical developing team. After testing of the system
is completed, Party B shall pay a sum of US$8,000.00 as expert
consultation fee to Party A. Upon completion of project development, Party
A shall provide computer readable Jia Pu catalogues for Party B for on
line use. Party B shall pay Party A a lump sum payment of US$1.50 per
catalogue. During the term of this Contract, Party A shall assign one
senior genealogy expert to help Party B in organizing expert consultation
and other related value-added services. Party B shall pay Party A a sum of
US$3,000.00 monthly for this service. Party B shall be responsible for the
business operation of expert consultation and related value-added
services, and to formulate service details to be provided to consumers.
Fees charged for consultations to consumers and income deriving from these
sources will be collected and earned by Party B.
If Party B requires Party A to do additional work including spending
additional time in providing active consultation & value-added services,
other than those stipulated in this Contract, the parties agree to
mutually discuss the research efforts and expenses to be incurred.
9. Party B shall have the right to use the catalogues and other materials
provided by Party A for the said project. Party B shall not transfer the
rights of these materials to any third party without the written
permission of Party A.
10. Party A shall be responsible for resolving all copyright disputes relating
to the use of the materials and catalogues provided to Party B for online
use.
11. Party B shall own the other on-line materials including those developed by
Party B and those provided by on-line users.
12. Project development will be undertaken in Shanghai and by personnel
seconded from both parties. If Party B requests Party A to send personnel
to Singapore. Party B shall be responsible for all the expenses incurred.
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13. This Contract is governed by the laws of the People's Republic of China
and the Republic of Singapore. The parties agree to resolve any matters or
dispute arising out of this Contract by friendly negotiation.
14. Base on the principle of mutual benefits and long term cooperation, this
Contract shall be valid for an initial period of two years with effect
from date of its signature by both parties and will automatically renew
itself for a further period of two years until and unless terminated by 30
days written notice from one party to the other prior to its expiry date.
The usage of catalogues and other materials developed during the
cooperation period shall, however, remain effective after the Contract has
been terminated.
15. Party A undertakes and agrees not to provide assistance, advice or help
any third party to develop the same project during the term of this
Contract.
16. Party A undertakes to keep the terms of this Contract confidential and
agrees not to disclose details of the project to any third party without
the written permission of Party B. This confidentiality agreement shall
remain effective even after the expiry or termination of this Contract.
17. Either party who terminates this Contract prematurely shall given an
advance notice of 30 days to the other party. The party who initiates an
early termination of this Contract shall be liable to compensate the other
party for losses suffered by the other party. The quantum of compensation
shall be agreed to by mutual negotiation. In the event the parties cannot
reach an understanding or agreement on the amount of compensation, the
matter shall then be resolved through the legal process of the two
countries.
Party A Party B
Shanghai Library Xxxxxxxx.xxx Inc.
Xxxxxxxx.xxx (SEA) Pte Ltd
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Authorized Signature Authorized Signature
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Date Date
-3-
Contract Amendment
To provide a meaningful cooperation and support the project of compiling Chinese
Genealogy Catalogue, Shanghai Library (Party A) and Xxxxxxxx.xxx (SEA) Pte Ltd
(Party B) hereby agree to extend the Contract by another 3 years, which means it
will end in 2005. The parties agree they will conduct the digitization on a
selective basis and produce the digital record as per users requirements. Users'
enquiries will be processed by both parties and a CD Rom of the image will be
sold to the customer. On any sale by Party B of these CDs, Party A will be
entitled to 15% of the revenue as royalty.
The parties have discussed various value added services and plans for the
Chinese Genealogy Catalogue project. To reflect these discussions, the parties
agree to amend the follow terms in the original Contract signed on Feb 2000.
1. As per the original Contract - Party B shall make a monthly payment of
USD3,000 to Party A as expert consultation fee. The parties hereby agree
that Party B shall make the payment every two months, which means Party B
will T/T a lump sum of USD6,000 to Party A at the end of the two-month
period. Party A will issue the receipts and perform consultation services
continuously based on users requests.
2. Party B agrees to assist with financial support and participate in the
project of compiling Chinese Genealogy Catalogue being lead by Party A.
Upon signing this agreement, the total funding contribution by Party B of
USD100,000 will be planned as follows:
i) An initial sum of USD20,000 will be paid before 31st December
2000.
ii) A sum of USD20,000 will be provided before 30th of June 2001.
iii) A sum of USD30,000 will be provided before 31st of January 2002.
iv) The balance of USD30,000 will be provided before 31st of January
2003.
Party B may volunteer to increase this amount or stop the contribution if
the plan is terminated.
3. Party A agrees to provide information on their collection of 328 surnames
for digitization. The CD-Rom will be produced on a selected basis. The
following information shall be prioritized for digitization.
i) selected records of 70 famous people's genealogies
ii) the newly-acquired genealogies by Party A
iii) information being requested by users.
Based on the above information provided by Party A, Party B shall not
produce other products than the CD Rom for famous people. Party A will be
entitled to 15% of the revenue of such CD Rom sales as royalty.
4. The parties agree to jointly develop the ancestors' database based on
Party A's collections of genealogies, local gazette, and historical
records of famous people. Party A shall be responsible in providing their
collection resources, facility, manpower, and Party B shall be responsible
in providing funds and technical support. The details will be discussed by
both parties in due course.
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5. To achieve a meaningful and long-term mutual beneficial cooperation, the
Contract will extend till the 28th of February, 2005. The Parties agree
that this may be extended for another 5 years by mutual agreement.
6. The other terms in the original Contract remain valid. This additional
Agreement will be effective upon obtaining both parties' signatories.
7. This agreement is written in Chinese and English, and each party shall
keep one copy of each version.
Party A Party B
Shanghai Library Xxxxxxxx.xxx (SEA) Pte Ltd
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Signature Signature
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Date Date
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