Exhibit 10.18
SUPPLEMENTAL AGREEMENT
Party A: Actoz Soft Co., Ltd.
Party B: Shanghai Xxxxxx Networking Development Co., Ltd.
Party C: Wemade Entertainment Co., Ltd.
WHEREAS, Party A and Party B entered into a Software Licensing
Agreement (the "Original Agreement") on July 18, 2001, under which Party B was
granted an exclusive and legitimate license to operate Legend of Mir II ("LOM")
in Mainland China and the Hong Kong SAR, and the term of the agreement will
expire on September 28, 2003 (the "Termination Date").
WHEREAS, in connection with the performance of the Original Agreement,
Party B had the right to receive certain technical support, and Party A wishes
to engage Party C, and Party C is willing to be engaged to perform the relevant
obligations in respect of the technical support. Party A and Party B agree to
accept Party C as co-licensor of LOM and Party C shall entrust Party A to
exercise all of its rights as co-licensor, and such entrustment shall be
irrevocable during the term of the Original Agreement and this Supplemental
Agreement.
Party A and Party B hereby agree to enter into this Supplemental
Agreement with Party C:
1. The parties agree that the Final Notice given by Party A to Party B on July
9, 2002 shall cease to have any effect on any party from the date on which it
was given. Each of Party A, Party B and Party C agrees not to pursue any of the
other parties with respect to any conflict or dispute arising in the course of
previous cooperation among the parties.
2. Party A and Party C have developed an upgraded version of LOM known as
"Legend of Mir II, The Evil's Illusion" ("EI"), and Party A and Party C agree to
provide EI to Party B free of charge for Party B's exclusive operation in
Mainland China and the Hong Kong SAR no later than the end of January 2003.
Except for Party C's assumption of the obligation of technical support and the
circumstances provided for in Article 3 hereof, the rights and obligations of
the parties in connection with the operation of EI shall be subject to the
terms, wherever applicable, of the Original Agreement. Given the fact that Party
A and Party C have made substantial modification to EI, the parties agree that
EI shall be deemed as a follow-up version of LOM on and from the date of this
Supplemental Agreement and agree to rename EI as "Legend of Mir III: The Evil's
Illusion".
3. Upon the formal launch of commercial operation of EI, Party B shall timely
provide Party C with the Billing System and the password for the Login Server of
EI, and each time that Party B changes such password, Party B shall timely
provide Party C with the new password within three days. Party C shall give
prior notice to Party B each time it logs on to the said Server.
4. To ensure the continued smooth cooperation among the parties to the operation
of the EI online game after the Termination Date, the parties agree that a
separate agreement shall be entered into prior to the provision of EI by the end
of January 2003 to set forth the detailed terms and conditions for Party B to
continue operation of EI. However, whether such agreement is concluded or not
shall not affect the ordinary performance of the Original Agreement and this
Supplemental Agreement.
5. Party B shall pay the Royalty Fee for the month of April to Party A by the
end of July pursuant to the Original Agreement, and pay the Royalty Fee for the
months of May and June to Party A by the end of August. Thereafter, the Royalty
Fee payable for each of the subsequent months shall be paid to Party A in
accordance with the Original Agreement, and Party B shall also use its best
efforts to provide Party A with sales information in relation to the Royalty Fee
in a manner required by Party A.
6. With respect to the technical problems that may affect the normal operation
of the game (including, but not limited to, cheating programs, accelerators, and
BUG, etc.), Party C undertakes to actively solve the same in accordance with the
Original Agreement and this Supplemental Agreement. The specific solutions are
as follows (the following solutions are also applicable to EI):
6.1 Party C shall use its representative office in Shanghai as the
major channel for day-to-day technical communication with Party B in order to
obtain information in a timely fashion of any technical problems arising in the
operation of LOM;
6.2 In the event that Party B detects a technical problem in LOM, it may raise
such problem with the relevant personnel of Party C in its Shanghai
representative office, who shall in turn report the same to Party C. Party C
shall reply in writing regarding the specific schedule and feasibility for
solving the problem within 5 business days after receipt of the relevant report
on the technical problem. The time spent resolving the technical problem shall
not exceed 2 months. If a problem remains unsolved after 2 months, Party A and
Party C agree that Party B may temporarily withhold 10% of the Royalty Fee
payable for that period as the technical guarantee fee until the solution of
such technical problem.
6.3 Party C undertakes to deal with all technical problems reported by
Party B prior to the conclusion of this Supplemental Agreement in accordance
with the preceding paragraph.
7. The parties hereby agree that they shall, within July 2002, make known to the
Chinese media and users of matters regarding Party B's exclusive operation of EI
products via press conference and other means.
8. The execution of this Supplemental Agreement shall not affect the validity of
any provision of the Original Agreement, and shall not affect the legitimate
entitlement to any right of any party to the Original Agreement.
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9. This Supplemental Agreement is executed in six counterparts, and each party
shall hold two counterparts, each of which shall have equal effect.
10. This Supplemental Agreement is executed in Shanghai, China on July 14, 2002.
Party A: Actoz Soft Co., Ltd.
Authorized Representative: [signature]
Party B: Shanghai Xxxxxx Networking Development Co., Ltd.
Authorized Representative: [signature]
Party C: Wemade Entertainment Co., Ltd.
Authorized Representative: [signature]
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