Exhibit 10.10
DOMAIN NAME LICENSING AGREEMENT
This Domain Name Licensing Agreement (the "Agreement") is entered into as of
May 27, 2004 by and between the following two parties:
The Licensee: Fuhua Innovation Technology Development Co., Ltd.
Legal Address: Rm.605, Ping'an Mansion, Xx.00 Xxxxxxxxx Xxxxxx,
Xxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxx
Legal Representative: Xxxx Xx
The Licensor: China Finance Online (Beijing) Co., Ltd.
Legal Address: Rm.610B, Ping'an Mansion, Xx.00 Xxxxxxxxx Xxxxxx,
Xxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxx
Legal Representative: Ning Jun
WHEREAS:
1. The two parties entered into a strategic consulting service agreement (the
"Strategic Consulting Service Agreement") as of May 27, 2004, which provides
that Licensor shall provide strategic consulting services on an exclusive basis
to the Licensee with respect to the website and online business operated by the
Licensee;
2. The domain name (xxx.xxx.xxx.xx) used by the Licensee on its website is
registered under the name of the Licensor who has full proprietary rights to
such domain name;
3. To facilitate the Licensee to better operate its website, the Licensor agrees
to license the domain name mentioned above to the Licensee in accordance with
the terms and conditions set forth herein.
NOW THEREFORE, the parties agree as follows:
1. DEFINITION
1.1 "Domain Name" means xxx.xxx.xxx.xx that has been registered by the
Licensor.
1.2 "Authorized Territory" means worldwide.
2. GRANT OF LICENSE AND LICENSE FEE
2.1 License. The Licensor hereby grants the Licensee a non-exclusive license to
use the Domain Name for the purpose of operating the Licensee's website within
the
Authorized Territory. Without prior written consent of the Licensor, the
Licensee shall not transfer, lease or pledge the Domain Name to any third party,
nor shall the Licensee sublicense the Domain Name. The Licensor reserves the
right to use, or license a third party to use, the Domain Name within the
Authorized Territory.
2.2 License Fee. Considering that the Licensee shall pay service fees to the
Licensor in accordance with the aforesaid Strategic Consulting Service
Agreement, the Licensor agrees to license the Licensee to use the Domain Name
free of charge. Notwithstanding the foregoing, the Licensee shall reimburse the
Licensor for the annual registration fee for the Domain Name. Such registration
fee shall be paid by the Licensor to the Licensee within three (3) days upon
written notice.
3. TERM OF LICENSE
3.1 The term of the License under this Agreement shall be the same as the term
provided in the aforesaid Strategic Consulting Service Agreement.
4. REPRESENTATIONS AND WARRANTIES BY THE LICENSOR
4.1 The Licensor has all necessary right, power and authorization to sign and
perform all the obligations under this Agreement.
4.2 The Licensor has the exclusive ownership of the Domain Name and there are no
disputes with any third party over the proprietary rights to the Domain Name.
4.3 The execution and performance of this Agreement by the Licensor will not
constitute or result in a violation of any material agreement to which the
Licensor is a party or by which the Licensor or its assets are bound.
5. REPRESENTATIONS AND WARRANTIES BY THE LICENSEE
5.1 The Licensee has all necessary right, power and authorization to sign and
perform all the obligations under this Agreement.
5.2 The execution and performance of this Agreement by the Licensee will not
constitute or result in a violation of any material agreement to which the
Licensee is a party or by which the Licensee or its assets are bound.
6. PROTECTION OF DOMAIN NAME
6.1 The Licensee shall guarantee that its use of the Domain Name during the term
of the License will not violate any applicable law or regulation of the People's
Republic of China ("PRC") and that the Licensee will pay for the annual
registration fee for the Domain Name.
6.2 The Licensee shall make its best effort to protect the reputation of the
Domain Name when using the Domain Name. The Licensee shall assume all
responsibilities and liabilities arising from the Licensee's operation of the
website.
6.3 The Licensee shall immediately notify the Licensor in writing of any
infringement of rights to the Domain Name and assist the Licensor to take all
actions appropriate against such infringement.
6.4 The Licensee agrees that it will not, during the term of the License or
thereafter, challenge the Licensor's title or rights to the Domain Name or the
validity of this License.
7. CONFIDENTIALITY
7.1 The Parties acknowledge and confirm that any oral or written material
concerning this Agreement exchanged between the Parties is confidential
information. The Parties shall protect and maintain the confidentiality of all
such confidential information, and neither Party shall disclose to any third
party such confidential information without the other Party's written consent,
except (a) data or information that is in the public domain, has been published,
or is generally known to the public, provided that it is not released by the
receiving party, (b) data or information that shall be disclosed pursuant to
applicable laws or stock exchange regulations, (c) data or information that
shall be disclosed to one of the Parties' shareholders, legal counsel, auditor
or financial counsel who are also under similar obligations to maintain the
confidentiality of the information, and (d) data or information that shall be
disclosed to potential purchasers or other investors of equity interests or
assets of either Party or to bond or stock finance providers who are also under
similar obligations to maintain the confidentiality of the information.
8. GOVERNING LAW AND DEFAULT
8.1 The execution, validity, interpretation, performance, implementation,
termination and settlement of disputes of this Agreement shall be governed by
the laws of the PRC.
8.2 Any violation of any clause in this Agreement, or non-performance or partial
performance of this Agreement, or making of false representations or warranties,
or intentional misrepresentation or omission of material facts, or
non-performance of representations and warranties by either party shall
constitute breach of this Agreement. The breaching party shall bear all the
responsibilities arising from such breach of agreement.
9. AMENDMENT
9.1 No amendment to this Agreement shall be effective unless such amendment has
been agreed to in writing by both Parties and the Licensee and the Licensor have
obtained necessary authorization and approval with respect to such amendment
(including the approval that the Licensor must obtain from the audit committee
or other independent bodies established pursuant to the Xxxxxxxx-Xxxxx Act and
the NASDAQ Rules under the board of directors of its overseas holding company --
China Finance Online Co., Limited).
10. DISPUTE RESOLUTION
10.1 The parties shall try to settle any dispute arising from the interpretation
or performance of this Agreement through negotiation in good faith. In the event
that no settlement can be reached through negotiation, either party may submit
such matter to arbitration.
10.2 Disputes shall be submitted to China International Economic and Trade
Arbitration Commission ("CIETAC"). The current rules of CIETAC shall be followed
in arbitration.
10.3 Arbitration awards shall be final and binding upon the parties and shall be
enforceable in accordance with their terms. Arbitration expenses (including
without limitation to arbitration fees and legal fees) shall borne and
reimbursed by the losing party.
11 MISCELLANEOUS
11.1 Terms not covered by this Agreement shall be governed by the Strategic
Consulting Service Agreement.
12. EXECUTION AND EFFECTIVENESS
12.1 This Agreement shall be executed in duplicate and take effect upon
execution by the authorized representatives of both parties.
IN WITNESS THEREOF each party hereto has caused this Agreement to be duly
executed by a duly authorized representative on behalf of the party as of the
date first set forth above.
Licensor : China Finance Online (Beijing) Co. Ltd.
Representative: [/s/ COMPANY SEAL]
___________________
Licensee: Fuhua Innovation Technology Development Co., Ltd.
Representative: [/s/ COMPANY SEAL]
___________________
