Exhibit 4.137
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") is entered into on December 1,
2006 (the "Effective Date") by and between:
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a corporation organized and
existing under the laws of the People's Republic of China (the "PRC") and having
its registered address at Xx.0 Xxxxxx Xxxxxxxx, Xx.000 Xxxx Xxxx, Xxxxxx New
Area, Shanghai, the PRC ("Shengqu"); and
NANJING XXXXXX NETWORKING CO., LTD., a corporation duly organized and validly
existing under the laws of the PRC and having its principal place of business at
Room 801, 18 F International Garden Apartment, High-technology Area, Nanjing,
the PRC ("Nanjing Xxxxxx").
For the purpose of this Agreement, Shengqu and Nanjing Xxxxxx shall each be
referred to individually as a "Party" and collectively as the "Parties".
WHEREAS, Shengqu and Nanjing Xxxxxx entered into a billing technology license
agreement dated January 1, 2006 (the "Original Agreement");
WHEREAS, the Parties now wish to terminate the Original Agreement upon the terms
set forth below.
NOW, THEREFORE, IT IS AGREED as follows:
1. TERMINATION.
The Original Agreement shall terminate upon the Effective Date of this
Agreement.
2. MUTUAL RELEASES.
The Parties intend that this Agreement shall be a full and final settlement
of all possible and/or potential claims relating to or in connection with
the Original Agreement. The Parties and each of its own behalf and on
behalf of its successors, partners, affiliated or related entities, parents
or subsidiary companies, managing or operating companies or entities and
direct or indirect owners, shall and do hereby forever, fully and
completely, relieve, release, and discharge each other, their successors,
beneficiaries, their partners, affiliated or related entities, parent or
subsidiary companies,
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managing or operating companies or entities, from any and all lawsuits,
actions, omissions, causes of action, debts, obligations, promises,
guarantees, agreements, contracts, and/or indemnification, claims,
liabilities and/or demands, of whatever kind or nature, whether known or
unknown, material or immaterial, at law or equity, under any theory of law
or equity, in an individual or representative capacity, on behalf of
itself, a class or the public, including without limitation under a
statutory, contract or tort theory. These mutual releases are intended by
the Parties to be full mutual general releases.
3. MISCELLANEOUS
3.1 Governing Law. This Agreement shall be governed by the laws of the People's
Republic of China.
3.2 Entire Agreement. This Settlement Agreement constitutes the entire
agreement and understanding of the Parties hereto with respect to the
subject matter of such documents, and supersedes all prior agreements and
understandings, both written and oral, of the Parties relating to the
subject matter of such documents.
3.3 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together
shall constitute one and the same document.
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IN WITNESS WHEREOF, the Parties have each caused this Agreement to be executed
and delivered by a duly authorized representative as of the date first above
written.
SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) CO., LTD.
By: /s/ Chen Tianqiao
------------------------------------
Name: Chen Tianqiao
Title: Chief Executive Officer
NANJING XXXXXX NETWORKING CO., LTD.
By: /s/ Tang Jun
------------------------------------
Name: Tang Jun
Title: President
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