WEB PROMOTION TECHNICAL SERVICE CONTRACT (Summary Translation)
Exhibit 10.12
WEB PROMOTION TECHNICAL SERVICE CONTRACT
(Summary Translation)
(Summary Translation)
Party A:
|
CNED Hengshui Xxxxx Xxxxx Wanyuan Home Co., Ltd. | |
Address:
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Xxxx 0000, Xx. 0000, Xxxxxxxxxx Road, Hengshui | |
Contact:
|
Lin Jincheng | |
Party B:
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SouFun Media Technology (Beijing) Co., Ltd. | |
Address:
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Room 000, Xxxxx 00, Xxxxx Xxxxxxxx Service Building, No. 46, Zhongguancun Dajie, Haidian District, Beijing | |
Contact:
|
Mo Tianquan |
| I. | Content of Cooperation |
Party B is hereby commissioned to be exclusively responsible for providing web marketing
services for Project “Park No.1” located in modification area of People’s Park in Hengshui, Hebei
Province, P. R. China (the “Project”) including: Phase I (Xxxxxxxx 0, 00, 00 xxx 00), Xxxxx II
(Building 1 and Building 2); and Xxxxx XXX (Xxxxxxxx 0, 0, 0, 0, 0, 0 and 12). The gross floor area
of the Project is around 600,000 square meters.
| II. | Payment of Xxxxxxx Money and Service Fee |
1. To win the exclusive marketing rights for the Project of Party A, and to indicate Party B’s
sincerity in servicing Party A, Party B shall, within five (5) working days of the signing of this
Contract, pay the sum of RMB fifty million (RMB50,000,000) to Party A as xxxxxxx money. Six (6)
months after the receipt of the xxxxxxx money, Party A shall return the principal amount of the
xxxxxxx money to Party B.
2. The service fee collected by Party B as a result of the provision of web promotion
technical service to Party A shall be in accordance with the standard fees Party B normally
charges, and shall be settled quarterly. Party A shall remit the service fee of that quarter to an
account designated by Party B within seven (7) working days after the end of each quarter.
| III. | Term of Service |
The time period Party B shall offer its service to Party A shall begin on 23 April 2010 until
the end of the Project.
| IV. | Rights and Obligations of Both Parties |
(1) Rights and obligations of Party A
1. Party A shall submit to Party B, the necessary legal documents or statutory materials
(including but not limited to: business license, subject qualification of the web promoter,
schematic information of proof of legal ownership and other such information as well as other
materials that are stipulated by laws and regulations) five (5) working days prior to the first web
promotion day stipulated in this Contract.
2. Party A shall, in accordance with the request of Party B, provide all necessary information
to Party B, at least five (5) working days prior to the information promotion. Party A shall ensure
that the content of all information it provides (including but not limited to written and pictorial
manuscripts, icons and links, and other such information) shall be true, legal and valid, and shall
not be obtained through unfair competition. At the same time, Party A shall not send out false
propaganda on information as regards its product or business that would mislead another. Party A
shall ensure that the information it provides enjoy intellectual property rights and other such
rights, or corresponding licenses, and has not infringe on the legal rights of a third party. All
dissent, claim or dispute arising from the content of the said information shall be unrelated to
Party B, with all relevant legal liability to be borne independently by Party A. Should Party B
assume any liability for any third party as a result of the abovementioned act of infringement by
Party A, Party B has the right to claim compensation from Party A for all losses incurred.
Information provided by Party A shall comply with the provisions of the State for mandatory
and restrictive
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information content required by the State. Information provided by Party A that does not
comply with regulations or for which Party A refuses to amend, Party B has the right to refuse or
cancel or/and terminate this Contract without having to bear the liability for a breach of
contract. Losses incurred by Party B as a result of the aforesaid situation shall be fully borne by
Party A. However, Party B has the obligation to notify Party A promptly.
3. Party A shall notify Party B in writing, five (5) working days in advance should the former
wish to alter the format, positioning or timing of the web promotion. Both parties shall determine
the alteration in web promotion content and web promotion plan, in writing. Should Party A fail to
notify Party B within the stipulated time period, Party B shall have the right to refuse the
alteration.
4. Party A shall pay the consideration to Party B in accordance with the stipulated timing in
this Contract, and shall promptly coordinate with Party B, in accordance with the request of Party
B, in carrying out the designing and production of the information and pages so as to ensure that
the information of Party A would be promptly promoted.
5. Final confirmation of the manuscript of all information content provided by Party A shall
be made by Party A, failing which Party B shall not be liable for any error present in the
information content.
(2) Rights and obligations of Party B
1. Party B shall, in accordance with the stipulations of this Contract, ensure the quality and
quantity, and with the best quality and in a timely manner, complete the designing, production and
promotion efforts of Party A’s information promotion pages on the internet.
2. Party B shall not make unauthorized alteration of the information promotion content,
format, positioning and timing without permission from Party A.
3. During the period of information release, Party B shall promptly maintain, update, and
prevent virus and hacker attacks, the promoted information of Party A.
4. Party B shall have the right to investigate the information content and the presentation
format. Party B may request Party A make amendments for information content and presentation format
that are in conflict with laws, regulations or the style of the website. Party B has the right to
delete and alter information it has requested to be published.
5. Should Party B fail to receive objections in writing from Party A as regards the promoted
information within five (5) working days after the information promotion, Party B shall be deemed
to have completed the information promotion in accordance with this Contract.
| V. | Duty of Confidentiality |
1. Without the permission of the other party, none of the parties may leak any of the content
of the terms of this Contract, and the status of the signing and performance of this Contract to a
third party (other than that required by relevant laws, regulations, government departments,
securities exchanges or other regulatory institutions, as well as the legal adviser, accountant,
commercial and other consultants and employees of both parties) nor shall any of the parties obtain
any information of the other party and the connected companies of the other party through the
signing and performance of this Contract. Otherwise, both Parties A and B have the right to request
for compensation for losses from the other party and take legal action in accordance with the law.
2. During the effective period of this Contract and upon its termination thereof, the
confidentiality provision continues to have legal effect.
| VI. | Special Disclaimers |
1. For the website to operate normally, Party A understands that Party B requires the halting
of machinery for maintaining the website on a scheduled or ad-hoc basis. In the event that the
information under this Contract is unable to be promoted on schedule as a result of the aforesaid
situation, Party A may not seek liability as regards this matter. However, Party B has the
obligation, on a best effort basis, to avoid interrupting the service or to restrict the duration
of interruption to its minimum. At the same time, Party A has the right to request that the said
duration of information promotion be extended accordingly within the time period of this Contract.
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2. Party B may make adjustments, on an ad-hoc basis, to such relevant aspects as its service
content, the layout of web pages, and web page design. Should the abovementioned adjustments affect
the information promotion under this Contract (including the promotion positioning and/or promotion
period), Party A shall not seek legal liability, upon confirmation. Meanwhile, Party B shall, on a
best effort basis, reduce the abovementioned impact to its minimum.
| 7. | Force Majeure |
1. “Force majeure” refers to events that both Parties concerned with this Contract are unable
to reasonably control, foresee or avoid even when foreseen. Such events prevent, affect or delay
either party in performing all, or part, of the obligations in accordance with this Contract. Such
matters include but are not limited to government conduct, natural disasters, wars, computer
viruses, hacker attacks, network obstructions, or the delay in or obstructions to the services of
bandwidth or other network equipment or technical providers, or any other similar events.
When force majeure events occur, the party in the know shall promptly and fully inform the
other party in writing, and inform the other party the possible impact such matters would have on
this Contract, as well as to provide relevant proof within a reasonable time period. As the
abovementioned force majeure events may result in the inability to perform or a delay in the
performance of part, or all, of this Contract, both parties shall mutually grant the other party
the right not to assume any breach of contract liability. Both parties shall undertake settlement
in accordance with the time period for which Party A actually enjoys the web promotion technology
service.
2. In the event force majeure occurs after either one of the parties has breached the Contact,
liability shall not be exempted.
| VIII. | Contract Alteration, Rescission and Breach of Contract |
1. Unauthorized alterations or amendments of all provisions stipulated in this Contract may
not be made by either Party A or Party B. Parties A and B shall consult with one another on matters
not mentioned in this Contract, or any amendments, alterations, or additions or deletions made to
this Contract, and a supplementary contract formulated. The supplementary contract shall become
effective once the authorized representatives of both parties have signed or affixed their seals,
and shall have equal validity as this Contract.
2. Should either one of the parties violate the obligations stipulated in this Contract, the
delinquent party shall immediately cease its act of violating this Contract on the day it receives
written notification from the compliant party requesting the rectification of the former’s act of
violating this Contract, and shall within 30 days, compensate all resultant losses incurred by the
compliant party. In the event that the delinquent party continues to violate this Contract or does
not perform its obligations, the compliant party shall have the right to terminate this Contract in
advance, in addition to obtaining compensation from the delinquent party for all its losses.
3. During the period of this Contract, should Party A fail to pay Party B the consideration
due after seven (7) days of overdue, Party B may, after having sent reminders and in the event that
Party A continues to refuse to pay, notify Party A in writing, to terminate this Contract.
Should Party A pay the consideration after it is due, it shall pay overdue penalty equivalent
to a fifth of 1000 (5/1000 or 0.5%) of the portion overdue for each day that the payment is
overdue.
| IX. | Dispute Resolution |
1. Laws of the People’s Republic of China shall be applied for resolving the coming into
force, the interpretation, implementation, jurisdiction and dispute of this Contract.
2. Parties A and B may amicably discuss and consult with one another to resolve any dispute
resulting from, or related to this Contract. In the event that the discussion and consultation
fail, any one party has the right to file a lawsuit at the People’s Court where Party B is
domiciled.
| X. | Coming into Force |
1. This Contract shall come into force once the authorized representatives of both parties
have signed and
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affixed their official seals or the special seal for this Contract.
2. There shall be four (4) counterparts of this Contract with Parties A and B each holding two
counterparts. The relevant appendices of this Contract shall form an integral part of this Contract
and shall have equal legal effect as the main text of this Contract.
Party A: CNED Hengshui Xxxxx Xxxxx Wanyuan Home Co., Ltd.
Signature of authorized representative: /s/ Lin Jincheng
/Seal/ CNED Hengshui Xxxxx Xxxxx Wanyuan Home Co., Ltd.
Dated: 23 April 2010
Signature of authorized representative: /s/ Lin Jincheng
/Seal/ CNED Hengshui Xxxxx Xxxxx Wanyuan Home Co., Ltd.
Dated: 23 April 2010
Party B: SouFun Media Technology (Beijing) Co., Ltd.
Signature of authorized representative: /s/ Mo Tainquan
/Seal/ SouFun Media Technology (Beijing) Co., Ltd.
Dated: 23 April 2010
Signature of authorized representative: /s/ Mo Tainquan
/Seal/ SouFun Media Technology (Beijing) Co., Ltd.
Dated: 23 April 2010
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