Exhibit 10.27
SOFTWARE ASSIGNMENT AGREEMENT
This Software Assignment Agreement (the "Agreement") is entered into as of
May 5, 2004 between the following two parties.
The Assignor: Hurray! Solutions Ltd.
Legal Address: Floor 3, Rm.318, No.12 Fu Xing Road, Haidian District, Beijing
The Assignee: Hurray! Times Communications (Beijing) Ltd.
Legal Address: Xxxx X 00, Xxxx Xxxx Xxxxx, Xx.0 Huanyuan Road, Haidian
District, Beijing
WHEREAS, the Assignor, a limited liability company registered in Beijing
under the laws of the People's Republic of China (the "PRC"), owns the Software
as defined in Appendix 1 (the "Software").
WHEREAS, the Assignee is a wholly foreign-owned enterprise registered under
the laws of the PRC in Beijing;
WHEREAS, the Assignor agrees to assign the Software to the Assignee and the
Assignee agrees to accept the assignment of the Software.
NOW, THEREFORE, the parties hereto agree as follows:
1. Transfer of Software
The Assignor agrees to change the registered owner of the Software into the
Assignee and the Assignee agrees to accept the change of the registered
owner of the Software. The Assignee shall pay the Assignor an amount of
RMB 1000 for the Software transferred hereunder.
2. Registration Fees
The registration for the change of the registered owner of the Software
shall be undertaken by the Assignor and the Assignor shall bear the
registration fees incurred hereby.
3. Representations and Warranties
3.1 The Assignor hereby represents and warrants as follows:
3.1.1 the Assignor is a limited liability company duly registered and
validly existing under the laws of the PRC.
3.1.2 the Assignor has the exclusive ownership of the Software and no
rights or equity of any third party is prejudiced due to the use of
the Software. There is no litigation or any other disputes arising
from or relating to the Software.
3.1.3 the Assignor, subject to its business scope and corporate power, has
taken necessary steps and obtained full authority and all consents and
approvals of any other third party and government agency necessary to
execute and perform this Agreement, which shall not conflict with any
enforceable and effective laws or contracts.
3.1.4 once this Agreement has been duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignor
enforceable against it in accordance with its terms upon its
execution.
3.1.5 the Assignor will not engage in any action that will be of detriment
to the validity of the Software after the completion of the
assignment.
3.2 The Assignee hereby represents and warrants as follows:
3.2.1 The Assignee is a company duly registered and validly existing under
the laws of the PRC.
3.2.2 The Assignee, subject to its business scope and corporate power, has
taken necessary steps and obtained full authority and all consents and
approvals of any other third party and governmental agency necessary
to execute and perform this Agreement, which shall not conflict with
any enforceable and effective laws or contracts.
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3.2.3 Once this Agreement has been duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignee
enforceable against it in accordance with its terms upon its
execution.
4. Effective Date and Term
This Agreement has been duly executed by the parties' authorized
representatives as of the date first set forth above and shall be effective
simultaneously.
5. Settlement of Disputes
The parties shall strive to settle any dispute arising from the
interpretation or performance through friendly consultation within 30 days
after one party asks for consultation. In case no settlement can be reached
through consultation, each party can submit such matter to China
International Economic and Trade Arbitration Commission (the "CIETAC"). The
arbitration shall follow the current rules of CIETAC, and the arbitration
proceedings shall be conducted in Chinese and shall take place in Beijing.
The arbitration award shall be final and binding upon the parties and shall
be enforceable in accordance with its terms.
6. Applicable Law
The validity, interpretation and implementation of this Agreement shall be
governed by the laws of the PRC.
7. Amendment and Supplement
Any amendment and supplement of this Agreement shall come into force only
after a written agreement is signed by both parties. The amendment and
supplement duly executed by both parties shall be part of this Agreement
and shall have the same legal effect as this Agreement.
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8. Severability
Any provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability, without affecting in any way the
remaining provisions hereof in such jurisdiction or rendering that any
other provision of this Agreement invalid or unenforceable in any other
jurisdiction.
9. Appendices
The Appendices referred to in this Agreement are an integral part of this
Agreement and have the same legal effect as this Agreement.
10. Others
This Agreement is executed in Chinese in two copies.
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.
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Software Assignment Agreement
(No Text on This Page)
By: /s/ Xiang Songzuo
------------------------------------
The Assignor: Hurray! Solutions Ltd.
Representative: Xiang Songzuo
By: /s/ Xiang Songzuo
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The Assignee: Hurray! Times Communications (Beijing) Ltd.
Representative: Xiang Songzuo
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Appendix 1
Software Copyright Certificates
HS-VASPro
6
