AGREEMENT DATE :- The 13th day of May 2005. PARTIES :-
EXHIBIT 10.1
DATE :- The 13th day of May 2005.
PARTIES :-
A) | Chuangrun Media Limited, a corporation incorporated
in Hong Kong and having its registered office at Xxxx 0000, 14/F, SUP
Tower, 00-00 Xxxx’x Xxxx, Xxxxx Xxxxx, Xxxx Xxxx (hereinafter referred
to as 'Chuangrun') represented by its authorized representative Xx. Xxx
Xxx-Xxxxx and |
B) | Actionview Far East Limited, a corporation incorporated
in Hong Kong and having its registered office/principal place of business
at 12/F, Chuang’s City Tower Xx. 00-00 Xxxxxxxx Xxxx Xxxx, Xxxxxxx,
Xxxx Xxxx (hereinafter referred to as 'Actionview') represented by its
legal representative Xx. Xxxxxx Xxxx. |
WHEREAS:
1. | ActionView International, Inc. of Canada has developed
and owns a proprietary backlit scrolling billboard advertising system
(defined in Clause 1 and hereinafter referred to as the Display System).
|
2. | ActionView International, Inc. is a shareholder
of Actionview and has duly licensed Actionview to market and distribute
the Display System and to grant sub-licenses of the Display System and
the Proprietary Rights (as defined hereunder) to third parties in Asia.
|
3. | Actionview and Chuangrun have agreed to co-operate
in providing advertising service to customers in Guangzhou, PRC using
the Display System. |
IT IS HEREBY MUTUALLY AGREED as follows:
1 | DEFINITIONS AND INTERPRETATION | |
1.1 | For the purpose of this agreement, the following
expressions shall bear the respective meaning set forth below. |
|
Business: the business of advertising by
means of the Display System. |
||
Display Unit: means a unit of the Display
System deployed in the Business of either 1m. x 1.5 m. or 1.2 m. x 1.8
m. or 1.5 m. x 4.0 m or 1m. x 1.5m. (double-sided) or such other dimensions
as the parties may agree from time to time. |
||
Display System: means the Actionview backlit
scrolling billboard including the built-in controlling software.
|
||
Effective Date: as defined in Clause 6.
|
||
Force Majeure: means, in relation to either
party, any circumstances beyond the reasonable control of that party.
|
||
Manual: the operation manual produced by
Actionview as amended from time to time by Actionview in respect of the
Display System |
||
Patents: means all patents now or hereafter
held (including but not limited to patents now in the course of registration)
by ActionView Inc. and/or Actionview relating to the Display System or
any part thereof. |
||
Premises: the locations proposed to be used
by Chuangrun for the installation of Display Units PRC: the People’s
Republic of China |
||
Proprietary Rights: means the Patents, Trade
Marks, Trade Names and the package of industrial and intellectual property
rights relating to all trade marks, trade names, logos, insignia, models,
designs, copyrights, know-how, drawings, plans and/or patent in or in
connection with the Display System and/or the Manual licensed by ActionView
International Inc. to Actionview. |
||
information is expressly stated to be
confidential or marked as such). |
|||
Revenue: means the gross turnover
derived from the Business by Chuangrun whether or not invoiced, less business
tax, sales commissions and Premises rental fee. |
|||
Term: means the term of this agreement
as defined in Clause 6 below. |
|||
Territory: means Guangzhou City
Area of the PRC. |
|||
Trade Marks: means 'ActionView'
or any other trade xxxx (whether registered or not) which may now or hereafter
be used by ActionView International Inc. and/or Actionview in connection
with the Display System. |
|||
Trade Names: means 'ActionView'
or any other trade name (whether registered or not) which may now or hereafter
be used by ActionView International Inc. and/or Actionview in connection
with the Display System. |
|||
1.2 |
The headings in this agreement are for
convenience only and shall not affect its interpretation. |
||
2 | RESPONSIBILITIES OF THE PARTIES
|
||
2.1 |
Chuangrun shall |
||
2.1.1
|
procure Premises within the Guangzhou Metro System,
the Guangzhou Airport at Huadu, and such other locations within the City
of Guangzhou, P.R.C. for installation of Display Units; |
||
2.1.2 |
enter into such lease, license or other agreement
with such party as may be necessary for the use of Premises; |
||
2.1.3 |
install Display Units at the Premises and maintain
the Display Units at all times in good clean operational condition; |
||
2.1.4 |
use its best endeavor to promote the Business; |
||
2.1.5 |
enter into binding contracts with advertisers and/or
other users of the Display Units by itself or through its approved agents;
|
||
2.1.6 |
perform and observe all the terms and conditions
contained in the aforesaid lease, license or other agreement mentioned
in Clause 2.1.2 and contracts mentioned in 2.1.5; |
||
2.1.7 |
be responsible for the collection of Revenue from
advertisers and other users of the Display Units. |
||
2.2 |
Actionview shall |
||
2.2.1 |
supply Display Units to Chuangrun and deliver the
same to Chuangrun in Guangzhou and provide technical support for installation;
|
||
2.2.2 |
supply spare parts for the Display Units; |
||
2.2.3 |
provide product training and technical support;
|
||
2.2.4 |
be responsible for the costs of transporting Display
Units to Premises within the Territory. |
||
3 | RIGHTS GRANTED TO CHUANGRUN
|
||
3.1 |
For the sole purpose of the operation
of the Business from the Premises, Actionview grants Chuangrun for the
Term, the following rights: |
||
3.1.1 |
the right and license to use the Proprietary Rights
and the Display System; |
||
3.1.2 |
the right to receive all Actionview's know-how,
training and assistance as indicated below; |
||
3.2 |
Chuangrun shall use the rights granted
under Clause 3.1 in accordance with the terms and within the limits stated
herein and shall perform each of its obligations provided for herein.
|
||
3.3 |
Chuangrun shall not use the rights hereby
granted for any purpose other than operating of Business from the |
Premises or use them after the expiration
or termination of this agreement, howsoever caused. |
|||
3.4 |
The grant of all such rights to Chuangrun
shall be conditional (and continue to be conditional during the Term)
upon Chuangrun observing in full its obligations set forth in Clauses
3.2 and 3.3 above. |
||
4 | LEGAL STATUS OF THE PARTIES
|
||
4.1 |
Chuangrun shall conduct the Business as
an independent business operator in its own name and on its own account.
|
||
4.2 |
Chuangrun shall operate the Business in
compliance with all applicable laws and regulations and shall apply for,
obtain and have renewed all permits, authorizations and licenses required
for the operation of the Business at its own expense. |
||
4.3 |
Neither party is an employee, agent, sales
representative, nor a partner of the other. Neither party shall hold itself
out as such or as having any power or authority to enter into contracts
in the name of the other, or to commit the other in any way to any third
parties or to incur any obligation on behalf of the other. |
||
5 | RESTRAINTS ON CHUANGRUN
|
||
5.1 |
During the Term, Chuangrun shall not:
|
||
5.1.1
|
Install Display Units at any location other than
the Premises without the prior consent in writing of Actionview which
consent shall not be unreasonably withheld (provided that if Actionview
is unable to supply the Display Units, Chuangrun is entitled to co-operate
with any third party); |
||
5.1.2 |
use the Proprietary Rights otherwise than in relation
to the operation of the Business; |
||
5.1.3 |
have the right to grant any further sub-license
of the Proprietary Rights or part thereof to any third party; |
||
5.1.4 |
conduct the Business or any part thereof by or through
any agent without the prior written consent of Actionview, which consent
shall not be unreasonably withheld. |
||
6 | TERM |
||
Subject to the provisions of Clauses 16
and 17 below, this agreement shall come into force on April 1, 2005 (hereinafter
referred to as the Effective Date) and continue in force until March 31,
2010. |
|||
7 | OBLIGATIONS OF ACTIONVIEW
|
||
7.1 |
Prior to the execution of this agreement,
Actionview has delivered to Chuangrun those Display Units mentioned Schedule
1 to this agreement and Chuangrun hereby acknowledges the receipt of the
said units. Actionview shall deliver the number of Display Units mentioned
in Schedule 2 to this agreement in accordance within the period mentioned
therein. All Display Units shall remain the property of Actionview during
and after the Term. |
||
7.2 |
Actionview shall provide Chuangrun from
time to time with: |
||
7.2.1 |
plans and specifications for the installation of
Display Units at the Premises insofar as not included in the Manual; |
||
7.2.2 |
such general supervision of the preparation of the
Premises for installation as Actionview shall consider appropriate; |
||
7.3 |
Before the execution of this agreement,
Actionview has delivered a copy of the Manual to Chuangrun on loan and
Chuangrun hereby acknowledges receipt of the Manual. Actionview shall
be entitled to update the Manual from time to time provided that Actionview
shall forward to Chuangrun on loan full written particulars of such updates.
|
||
7.4 |
Actionview shall be responsible for all
maintenance and repairs of the display units. |
||
7.5 |
Actionview shall carry out the maintenance
works with an average response time of 4 hours. |
8 | OBLIGATIONS
OF CHUANGRUN |
||
8.1 |
Chuangrun shall
use its best endeavors to promote and expand the Business within the Territory
and collaborate with Actionview and protect its interests with the diligence
of a responsible businessperson. |
||
8.2 |
Chuangrun shall
conduct the Business in full compliance with all operational systems,
procedures, policies, methods and requirements prescribed in the Manual
as well as in any supplemental notices, revisions or amendments thereto. |
||
8.3 |
Chuangrun acknowledges
that the Manual and all such additional and supplemental materials shall
at all times remain the sole and exclusive property of Actionview and
the copyright therein shall at all times remain and/or vest in Actionview. |
||
8.4 |
Chuangrun shall
hire a sufficient number of employees, suitably qualified to operate the
Business and to meet all likely demands of its customers. |
||
8.5 |
Chuangrun shall
keep true and complete documentation and accounting records concerning
the Business and Revenue including but not limited to |
||
8.5.1 |
Contracts with advertisers
and third parties for the use of the Display Units; and |
||
8.5.2 |
Invoices issued to such
advertisers and third parties |
||
8.5.3 |
All evidence of receipts
of Revenue and payment of tax |
||
and allow Actionview
to inspect and take copy of such documentation and records upon 48 hours
prior notice |
|||
8.6 |
Chuangrun shall
establish a good system of financial control and take all practicable
steps to prevent late payment or default in payment of Revenue by third
parties. |
||
9 | IMPROVEMENTS
MADE BY ACTIONVIEW |
||
9.1 |
If Actionview
makes any improvements to the Display System, it shall without delay communicate
the same to Chuangrun and Chuangrun shall without delay use such improvements,
free of all further royalties, charges or payment whatsoever, at the time
and in the manner specified by Actionview in writing. |
||
10 | IMPROVEMENTS
MADE BY CHUANGRUN |
||
10.1 |
Chuangrun shall
notify Actionview any improvements which shall be made to the Display
System to be useful to the operation of the Business and shall grant Actionview
a permanent, royalty-free, exclusive and worldwide license with respect
to said improvements, including the right to sub-license. |
||
11 | REPRESENTATIONS
BY ACTIONVIEW/OBLIGATIONS OF ACTIONVIEW |
||
11.1 |
Actionview represents
that: |
||
11.1.1 |
it is duly licensed by ActionView
International, Inc. to use the Proprietary Rights, including the right
to grant sub-licenses thereof to Chuangrun in the manner set out in this
agreement; |
||
11.1.2 |
as far as Actionview is
aware, the use by Chuangrun of the rights granted under Clause 3 of this
agreement does not infringe the rights of any third party within the Territory; |
||
11.1.3 |
it is not aware, at the
time of the execution of this agreement, of any action, claim or proceedings
brought or threatened in respect of any of the Proprietary Rights. |
||
12 | REPRESENTATIONS
BY CHUANGRUN/OBLIGATIONS OF CHUANGRUN |
||
12.1 |
Chuangrun acknowledges
that Actionview International, Inc. is the owner and Actionview is the
licensee of the Proprietary Rights and all proprietary rights , title,
and interest in the Display System and the goodwill associated therewith
and that such goodwill shall inure to and be at all times vested in ActionView
International, Inc. and Actionview exclusively. |
12.2 | Chuangrun shall use the Proprietary
Rights only in the manner required or authorized and permitted by Actionview
and only in connection with the operation of the Business. |
||
12.3 | Chuangrun shall not register
or attempt to register any of the Trade Marks, Trade Names, Patents or
any other Proprietary Rights in Chuangrun's name or that of any other
person, firm, entity or corporation. |
||
12.4 | Chuangrun shall not, without
Actionview's prior written consent, register any company name or trade
xxxx or make use of any business name incorporating any of the Trade Names
or Trade Marks or other Proprietary Rights or incorporating any similar-sounding
name which is confusingly similar to, or unfairly competing with, any
of the Trade Marks or Trade Names. |
||
12.5 | If Chuangrun becomes aware
of any infringement or threatened infringement of any of the Trade Marks,
Trade Names or Patents or any other Proprietary Rights or any act of unfair
competition or any act likely to impair the goodwill or reputation of/or
associated with any of the Trade Marks or Trade Names or Proprietary Rights,
or of any claim asserted by a third party in respect of the use of any
of the aforesaid within the Territory, Chuangrun shall promptly give Actionview
full particulars of such circumstance. |
||
12.6 | Actionview shall have the
conduct of all proceedings relating to the Trade Marks or Trade Names
or Patents or any other Proprietary Rights and Actionview shall in its
sole discretion decide what action (including an action at law, an arbitral
proceeding or an out-of-court settlement) to take, if any, with respect
to any infringement of the aforesaid or any claims asserted by any third
party in relation thereto. |
||
12.7 | Chuangrun shall provide Actionview
with full assistance and cooperation in any action, claim or proceedings
brought or threatened in respect of any of the Trade Marks or Trade Names
or Patents or any other Proprietary Rights and at the request of Actionview
shall join with Actionview in such action or proceedings, provided it
has a cause of action under the applicable law - it being understood that
all costs incurred in connection with this assistance/actions will be
borne by Actionview. |
||
12.8 | During the Term, Chuangrun
must expressly identify itself as a licensee (and not the owner) of the
Trade Marks, Trade Names and Patents on all invoices, order forms, receipts,
business stationery, and contracts. |
||
12.9 | If so requested by Actionview,
Chuangrun shall arrange for the execution of a formal Trade Xxxx sub-license
and the registration thereof at the relevant Trade Marks Registry or Registries,
at its own expense and shall make any other necessary filings under national
law to reflect its status as a licensee. |
||
12.10 | Chuangrun must comply with
Actionview's instructions in filing and maintaining any requisite Trade
Names and Trade Marks registrations and must execute any documents Actionview
or its counsel deems necessary to obtain protection for the Trade Marks
or the Trade Names and to maintain their continued validity and enforceability.
|
||
12.11 | Chuangrun expressly acknowledges
and agrees that: |
||
12.11.1 |
any and all goodwill arising from Chuangrun's use
of the Proprietary Rights in accordance with this agreement is solely
and exclusively for Actionview's benefit, and upon expiration or termination
of this agreement, no monetary amount will be assigned as attributable
to any goodwill associated with Chuangrun's use of the Display System
or the Proprietary Rights; |
||
12.11.2 |
Actionview reserves the right to add and/or substitute
different Proprietary Rights for use in connection with the Display System
and the businesses operating under the Display System. |
||
13 | REVENUE SHARING | ||
13.1 | Chuangrun shall pay Actionview
30% of the Revenue. Revenue is defined as the gross turnover derived from
the Business by Chuangrun less Premises rental fees, 15% sales commissions
and 8% sales tax. |
||
13.2 | Notwithstanding Clause 13.1,
Chuangrun shall pay Actionview for each and every Display Unit of the
dimensions mentioned in column 1 of the table below the minimum revenue
mentioned in the corresponding row of column 2 within the period mentioned
in the corresponding row in column 3 of that table: |
[table omitted]
13.3 | Conditional upon Actionview having received the
minimum revenue as set out in the table in clause 13.2, Actionview’s
share of the Revenue shall be reduced to [omitted] in respect of that
Display Unit of the dimensions mentioned in column 1 of the table below
for the period set out in the corresponding row of column 2 of that table:
|
1 | 2 |
1.0 m. x 1.5 m | For the 1st to 6th months (inclusive)
after the date of receipt by Actionview of the said minimum revenue in respect of that Display Unit |
1.2 m x 1.8 m | For the 1st to 6th months (inclusive)
after the date of receipt by Actionview of the said minimum revenue in respect of that Display Unit |
1.5 m x 4.0 m | For the 1st to 6th months (inclusive)
after the date of receipt by Actionview of the said minimum revenue in respect of that Display Unit |
1.0 m. x 1.5 m. (double-sided) |
For the 1st to 3rd months (inclusive) after the date
of receipt by Actionview of the said minimum revenue in respect of that Display Unit |
13.4 | [omitted] |
|
13.5 | For the avoidance of doubt, notwithstanding Clause
13.3 or 13.4 Actionview’s share of Revenue in respect of other
Display Units in respect of which Actionview has not been paid the
aforesaid minimum revenue shall remain at 30% throughout the term of this
agreement. |
|
13.6 | Within 14 days after the end of each month, Chuangrun
shall deliver to Actionview a true and accurate statement of the month’s
total Revenue with detailed breakdown by each Display Unit and customer.
|
|
13.7 | Chuangrun shall, within 30 days of receipt of Activonview’s
invoice on its share of Revenue or the minimum revenue pursuant to Clauses
13.2, pay to Actionview in Hong Kong and in Hong Kong dollars (at the
exchange rate between Hong Kong dollars and Renminbi published by the
People’s Bank of China on the date of payment) the amount due to
Actionview without any demand. Chuangrun shall not make any deduction
or set-off from the amount payable to Actionview save and except the administrative
fee and tax set out in Clause 13.8. Chuangrun shall cause the payment
to be paid to the following bank account:- |
Bank & Branch | : [omitted] | ||
Account Name | : [omitted] | ||
Account No. | : [omitted] |
13.8 | Chuangrun shall be entitled to deduct
from the amount payable to Actionview an administrative fee equivalent
to 2% of such amount. |
||
13.9 | In case Chuangrun having received Revenue
but fails to pay Actionview’s share of Revenue in full or fails
to pay Actionview the minimum share of Revenue in accordance with Clause
13.2, Chuangrun shall pay interest on the amount due and unpaid at the
rate of 0.3% per day, such interest shall be payable from the due date
for payment until the actual date of payment whether before or after any
judgment is given by any court having jurisdiction. |
||
14 | CONFIDENTIALITY | ||
14.1 | Except as provided by clauses 14.2 and
14.3, each of Chuangrun and Actionview shall at all times during the continuance
of this agreement and after its expiration or termination: |
||
14.1.1
|
Use its best endeavors to keep all Restricted Information
confidential and accordingly not to disclose any Restricted Information
to any other person; and |
||
14.1.2 |
Not use any Restricted Information for any purpose
other than the performance of the obligations under this agreement. |
||
14.2 | Any Restricted Information may be disclosed
by either party to: |
||
14.2.1 |
Any customers or prospective customers of the Business
on a need to know basis |
||
14.2.2 |
Any governmental or other authority or regulatory
body; or |
||
14.2.3 |
any employee of that party or of any of the afore
mentioned persons, to such extent only as is necessary for the purposes
contemplated by this agreement, or as is required by law and subject in
each case to the discloser using its best endeavors to ensure that the
person in question keeps the same confidential and does not use the same
except for the purposes for which the disclosure is made. |
||
14.3 | Any Restricted Information may be used
by either party for any purpose, or disclosed by either party to any other
person, to the extent only that: |
14.3.1 |
It is at the date hereof, or hereafter becomes, public
knowledge through no fault of that party (provided that in doing
so the discloser shall not disclose any Restricted Information which is
not public knowledge); or |
||
14.3.2 |
It can be shown by the discloser, to the reasonable
satisfaction of the other party, to have been known to it prior to its
being disclosed by the other party to the discloser. |
||
15 | FORCE MAJEURE
|
||
15.1 |
If either party is affected
by Force Majeure it shall forthwith notify the other party of the nature
and extent thereof. |
||
15.2 |
Neither party shall be deemed
to be in breach of this agreement, or otherwise be liable to the other,
by reason of any delay in performance, or non-performance, of any of its
obligations hereunder to the extent that such delay or non-performance
is due to any Force Majeure of which it has notified the other party;
and the time for performance of that obligation shall be extended accordingly. |
||
15.3 |
If the Force Majeure in
question prevails for a continuous period in excess of six months, the
parties shall enter into bona fide discussions with a view to alleviating
its effects, or to agreeing upon such alternative arrangements as may
be fair and reasonable. |
||
16 | TERMINATION |
||
16.1 |
If either party at any time
commit any material breach of any terms, covenants or representations
herein contained and shall fail to remedy any such breach within 30 days
after written notice given hereof by the other party, this agreement shall
terminate automatically (i.e. without the need for the non-defaulting
party to obtain a Court's decision in this respect) upon the expiration
of the above mentioned period. |
||
16.2 |
Without prejudice to the
application of Clause 16.1, either party (hereafter called the 'Innocent
Party') shall be entitled to terminate this agreement, with immediate
effect (i.e., without the need to obtain a Court's decision in this respect)
by written notice to such effect to the other party (hereafter called
the 'Wrongful Party'): |
||
16.2.1 |
if the Wrongful Party shall be liquidated,
becomes insolvent or suffers any other insolvency or bankruptcy process
or seeks any protection from its creditors or is unable to pay its debts
as and when they fall due; |
||
16.2.2 |
If the Wrongful Party ceases to do business,
or otherwise forfeits the right to do or transact business in the jurisdiction
where the Premises are located. |
||
16.2.3 |
If |
a) | all or a substantial part of the capital stock or
other property assets or interests of the Wrongful Party is acquired by
any third party, or |
|||
b) | A major change in the allocation of the voting rights
held in respect of the Wrongful Party occurs, or |
|||
c) | The Wrongful Party merges with any third party or
|
|||
d) | There shall be a change in the ownership of 50%
or more of the shareholdings in the Wrongful Party from that existing
at the date of this agreement and the Wrongful Party fails to give
any prior written notice to the Innocent Party |
|||
The Innocent Party may in
its own discretion terminate this agreement with immediate effect (without
need to obtain a Court's decision in this respect). |
17 | EFFECTS/OBLIGATIONS
UPON TERMINATION |
||
17.1 |
Upon termination or expiration
of this agreement, all rights granted hereunder to Chuangrun shall forthwith
terminate, and Chuangrun shall observe and perform the following: |
||
17.1.1 |
Chuangrun shall immediately cease to
operate the Business and shall not thereafter, directly or indirectly,
represent to the public or hold itself out to have any business relation
with Actionview. |
||
17.1.2 |
Chuangrun shall allow, and procure all
relevant third parties to allow, Actionview to have access to the Premises
and remove all Display Units within 30 days. The costs of removal and
transportation of |
Display Units from Premises shall be borne
by Actionview. |
||||
17.1.3 |
Chuangrun shall immediately and permanently
cease to use, in any manner whatsoever, any format, confidential methods,
programs, procedures and techniques associated with the Display System,
the Trade Names/Trade Marks and any other Proprietary Rights. In particular,
Chuangrun shall cease to use, without limitation, all advertising materials
or promotional displays, uniforms, stationery, forms and any other articles
which display the Trade Marks/Trade Names. |
|||
17.1.4 |
Chuangrun shall promptly pay |
|||
a)
|
Actionview’s share in all amounts receivable
from advertisers and other users of Display Units (whether actually received
by Chuangrun in its account or not) up to the date of termination or expiration
of this agreement; and |
|||
b) |
All other sums due and payable to Actionview. |
|||
17.1.5 |
Chuangrun shall immediately return Display
Units which are not installed at Premises and all unused spare parts to
Actionview. The transportation costs thereof shall be borne by Actionview.
|
|||
17.1.6 |
Chuangrun shall immediately return to
Actionview all copies of all proprietary materials delivered by Actionview
to Chuangrun under this agreement, including the Manual, all records,
files, instructions, correspondence, brochures, agreements, disclosure
statements and any material bearing Confidential Information any and all
other materials provided on loan and relating to the operation of the
Business in Chuangrun's possession (in each case in whatsoever media or
format the same shall be recorded), and all copies thereof (all of which
are acknowledged to be Actionview's property), and shall retain no copy
or record of any of the foregoing excepting only Chuangrun’s copy
of this agreement, any correspondence between the parties and any other
documents which Chuangrun reasonably needs for compliance with any provision
of law. All costs of delivering all materials required by this Clause
18 shall be borne by Chuangrun. In addition to the foregoing, Chuangrun
shall immediately turn over to Actionview any and all signs, software
and/or other property under lease or license from Actionview. |
|||
17.2 |
The termination or expiration of this
agreement shall not prejudice any right or liability accrued to either
party under the terms of this agreement before the termination or expiration.
|
|||
17.3 |
Upon the termination or expiration of
this agreement, |
|||
17.3.1 |
Clauses 1, 7.1 (in respect of Actionview’s
property rights in Display Units), 8.3, 12.1, 12.2, 12.3, 12.4, 12.6,
12.11, 13.8 (relating to Chuangrun’s responsibility for taxes payable
to the PRC tax authorities), 14, 17, 18, 19, 20, 21 and 22 shall survive
and continue to be valid and binding on the parties. |
|||
17.3.2 |
Clauses 7.5.1 and 7.5.2 shall survive
and continue to be valid and binding on the parties before Chuangrun has
fully performed its obligations under Clause 17.1.5. |
|||
17.3.3 |
Clauses 8.6, 13.7, 13.8 and 13.9 shall
survive and continue to be valid and binding on the parties before Chuangrun
has fully performed its obligations under Clause 17.1.4. |
|||
18 | SEVERABILITY |
|||
18.1 |
Should any clause be considered invalid
or unenforceable by a Court of competent jurisdiction or an Arbitral Tribunal,
all other provisions shall remain in full force and effect and shall not
be affected. |
|||
18.2 |
The parties agree, however, to replace,
when possible, any provision declared invalid by a provision which shall
reflect their initial intent, as objectively and consistently as possible
and in accordance with the basic relationship existing between the parties.
|
|||
19 | ENTIRE AGREEMENT |
|||
19.1 |
This agreement sets forth the entire agreement
and understanding of the parties hereto relating to the subject matter
contained herein and merges all prior discussions between them and neither
party shall be bound by any previous agreements, negotiations, commitments
and writings other than as expressly stated in this agreement. |
|||
19.2 |
This agreement may not be changed, modified
or supplemented in any manner orally or otherwise except by an instrument
in writing signed by a duly authorized representative of each of the parties
hereto. |
20 | NO WAIVER |
|
20.1
|
The non-enforcement of any provision contained in
this agreement shall not be construed by either party as a waiver of the
right to enforce the provision at another time under different circumstances
and/or enforce other provisions of this agreement. |
|
20.2 |
In particular, the failure of either of the parties
hereto to claim damages or to terminate this agreement by reason of the
breach of any of the provisions hereof by the other party shall not stop
the party not in default from thereafter claiming damages or terminating
this agreement by reason of any subsequent breach of any of the provisions
hereof. |
|
21 | APPLICABLE LAW |
|
22 | LANGUAGE AND COUNTERPARTS
|
|
This agreement is executed in quadruplicate
and in Chinese languages. |
||
23 | FURTHER ASSURANCE |
|
Chuangrun and Actionview agrees to negotiate
in good faith and execute such further documents or agreements and do
all such things reasonably necessary to carry out the provisions of this
agreement, including, without limitation, the facilitation of legally
remitting Actionview’s share of Revenue from China. |
||
SCHEDULE 1
Size | Quantity | Remark | |
1.0m x 1.5m | 10 sets | Already installed in Guangzhou Metro | |
(Single-sided) | |||
1.2m x 1.8m | 2 sets | In Chuangrun’s warehouse pending installation | |
(Single-sided) |
SCHEDULE 2
Size | Quantity | Delivery on or before | Remark | |
1.0m x 1.5m | 50 sets | 30th April, 2005 | For Airport Bus Stop | |
(Double-sided) | ||||
1.5m x 4.0m | 100 sets | Date to be advised | For Airport Departure Hall | |
(Single-sided) |
For and on behalf of | For and on behalf of |
CHUANGRUN MEDIA LIMITED | ACTIONVIEW FAR EAST |
LIMITED | |
“SIGNED” | “SIGNED” |
/s/ Xxx Xxx-Xxxxx | /s/ Xxxxxx Xxxx |
Chuangrun Media Limited | Actionview Far East Limited |
By Xxx Xxx-Xxxxx, its director | By Xxxxxx Xxxx, its director |
and duly authorized representative | and duly authorized |
representative | |
Witness: | Witness: |