Contract
Exhibit 4.75
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as ***. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.
[Translated from the original Chinese version]
CHINA FINANCIAL FUTURES EXCHANGE
PARTY A: CHINA FINANCIAL FUTURES EXCHANGE
ADDRESS: F6, NO. 0000 XXXXXXX XXXXXX, XXXXXX XXX XXXX, XXXXXXXX
POSTAL CODE: 200122
PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD
ADDRESS: XX. 000, XXXXXXXXX XXXXXX XXXXXXXX XX. 00, HAI XXXX SOUTH ROAD, HAIDIAN DISTRICT, BEIJING
POSTAL CODE: 100032
Whereas:
| 1. | China Financial Futures Exchange is the owner of the CFFEX Futures Information. |
| 2. | Party B hereto is willing to pay for the use of the CFFEX Futures Information according to
this Agreement (including the appendix). |
Party A and Party B here agree on Party A’s permission of Party B’s use of the CFFEX Futures
Information and wish to enter into this Agreement through friendly consultations, in accordance
with laws and regulations such as Contract Law of the People’s Republic of China, Administrative
Regulations on Futures Trading, Measures for the Administration of Futures Exchange, etc. as well
as business rules such as Measures on the Administration of Information of China Financial Futures
Exchange, etc..
Article 1 Definitions of Terms related to this Agreement
1.1 CFFEX
|
Shall mean China Financial Futures Exchange. | |
1.2 CFFEX Futures
Information
|
Shall mean any information and data related to futures product traded in CFFEX as well as descriptions in any form conveying all or part of the information and data aforementioned. Futures information includes but not limited to quotes, statistical sources (including but not limited to daily reports of market quotes, monthly reports, and annual reports) and any other information related to market transactions. | |
1.3 CFFEX Futures Quotes
|
Shall mean real-time, delayed or historical quotes information and data with specific format or structural relationship, generated from the public and collective trading organized by CFFEX, and collected or edited by CFFEX and its subsidiaries, including but not limited to: | |
(1) The name and delivery month of the product traded;
|
||
|
(2) The opening prices, the highest and lowest prices, the
closing prices, the current prices, the bid prices, the ask
prices, the pre-settlement prices, the settlement prices and net
changes;
|
||
(3) The bid volumes, the ask volumes, the trading volumes, the
positions and the amounts. |
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
1.4 “China Financial
Futures Exchange Futures
Information License”
(Short name: “the
License”)
|
Shall mean the certificates that granted by Party A to Party B licensed Party B to use the CFFEX Futures Information of certain information contents, within certain scope and term and in certain form. | |
1.5 Authorization
License Fee (Short name:
“the License Fee”)
|
Shall mean the License Fee received from Party B by Party A for Party A’s authorization of Party B’s use of CFFEX Futures Information in accordance with this Agreement and the License. | |
1.6 Information Fee
|
Shall mean information expenses paid by Party B to Party A in accordance with Appendix 2. | |
1.7 Agreement Fee
|
Shall mean license and information expenses paid by Party B to Party A for Party A’s authorization of Party B’s use of CFFEX Future Information in accordance with this Agreement and the License. | |
1.8 End Users
|
Shall mean the users who can use the CFFEX Futures Information provide by Party A but not allowed to provide the information to any third party in any form (including but not limited to licensing, transfer, distribution, copy and transmission). |
Article 2 License of Futures Information
2.1 The License
2.1.1 For the items such as licensed information, areas, forms of transmission, forms and terms,
etc. that Party A licensed to Party B for the use of CFFEX Futures Information (hereafter refer to
as “Futures Information”) refer to Appendix 1 — The License.
2.1.2 Party B shall remit the Agreement Fee to the bank and account designated by Party A according
to Appendix 2. Party A shall grant the License to Party B within 10 working days after receiving
the payment.
2.1.3 During the performance of this Agreement, Party B can apply to Party A for changes of
licensed content of information, area, form and term, etc. Party B shall make written application
for changes aforesaid to Party A; Party A shall respond with written notice of whether or not
consent on the changes Party B applied after receiving the application from Party B.
If Party A agrees with the application of Party B and Party B is not required to pay Agreement Fee
to Party A on the applied items, Party A shall renew the License and grant to Party B within 10
working days after making approval.
If Party A agrees with the application of Party B and Party B is required to pay Agreement Fee to
Party A on the applied items, Party A shall send payment notice to Party B. Party B shall pay the
Agreement Fee in full amount within 10 working days after receiving Party A’s payment notice. Party
A shall renew the License and grant to Party B within 10 working days after Party B has paid the
Agreement Fee in full amount.
Party B shall use the futures information according to the licensed information content, range of
application, form and term determined in the renewed License. Party A has authority to refuse
renewing the License before receiving Party B’s Agreement Fee in full amount and Party B shall keep
the usage of the futures information in accordance with the former License.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
2.2 Technology Service Provider
Whereas Party B requires_NA_(refer to as “Technology Service Provider”) in the usage of the futures
information licensed by Party A, Party A agreed: the Technology Service Provider is accessible to
and allowed to use the futures information provided by Party A in accordance with this Agreement
and the License when providing technology services aforesaid for Party B. Meanwhile, Party B shall
warrant and guarantee:
2.2.1 The Technology Service Provider shall use the futures information provided by Party A only
for the purpose of providing the technology service aforesaid for Party B, and shall be in
accordance with this Agreement and the License.
2.2.2 Under the circumstances that the Technology Service Provider use the futures information
provided by Party A with purposes other than the purpose aforesaid or violating this Agreement or
the License (including but not limited to copy, distribute, transmit, edit, transfer, develop
derivatives or license to others to copy, distribute, transmit, edit, transfer, develop
derivatives, or develop derivatives with others, etc.) , the Technology Service Provider will be
considered as constitution of infringement on Party A. Party B shall notice Party A of the
Technology Service Provider’s infringement as soon as learning it and take effective measures to
stop the Technology Service Provider’s infringement thereupon; when the investigation of the
Technology Service Provider’s infringement is in need of Party B’s assistance, Party B shall do the
best to assist Party A.
2.2.3 If the Technology Service Provider misconduct to Party A as 2.2.2, Party B will be deemed as
breaching the Agreement and Party B shall be liable according the this Agreement.
2.3 User Agreement
When providing the CFFEX Futures Quotes or value added products to the End Users, Party B shall
sign agreements with users in writing and file to the exchange, and the written agreement shall
include the Appendix 3 of this Agreement.
Article 3 Reception and Storage of Futures Information
3.1 Reception and Storage
3.1.1 Party B shall receive and store the futures information with the equipments and in the form
that required or approved by Party A. The equipments and means aforesaid include but not limited to
the types, configurations, quantity, settlement locations, relevant working procedures, and rules
and regulations, etc.
3.1.2 Party B shall promise and guarantee that it is equipped with necessary equipments or means in
order to receive and store the futures information safely and accurately, as well as effectively
prevent the unauthorized reception, transmission or usage of the information from happening.
Otherwise, Party A is entitled to suspend or terminate Party B’s reception of the future
information and claim compensation from Party B of the losses arising therefrom according to this
Agreement.
3.1.3 Party B shall setup Active/Standby Links for Quotes reception to assure the reception of the
Quotes information.
3.1.4 Party B shall transfer or add more reception equipment, or change the way of connection only
with Party A’s written approval in advance.
3.1.5 Party B shall promise and guarantee that Party B shall receive and store the futures
information only for the purpose of implementing the usage according to the License and shall not
receive and store the futures information for any purposes other than implementing the usage
according to the License.
3.1.6 Party B’s connection with Party A’s exchange shall not affect Party A’s transaction
operation. To avoid its transaction operations being affected, Party A is entitled to restrict and
suspend the connection of Party B immediately without prior notice, but shall make up the notice when conditions permit.
Party A is not liable for the restriction or suspension of the Party B’s connection according to
this Article.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
3.2 Transmission of Futures Information
3.2.1 Party B shall guarantee the authenticity, accuracy and integrity in transmitting the futures
information. Party B shall inform Party A as soon as Party B has learnt the errors in the
information being transferred or transmitted and the news content being transmitted simultaneously,
and take remedial measures and make public statement. The authenticity, accuracy and integrity
shall be subject to the futures information provided by Party A.
3.2.2 Party B shall warrant and guarantee for having equipped necessary software and hardware
conditions, and rules and regulations to assure the futures information can be transferred safely
and accurately, and to prevent the information from unauthorized reception, transmission or usage.
Otherwise, Party A is entitled to suspend or terminate Party B’s reception of futures information
and claim compensation for the losses arising therefrom according to this Agreement.
3.2.3 Party B shall place the Quotes provided by Party A at a prominent position on the display
interface of Party B’s user terminal.
3.2.4 To transmit futures information to other institutions or individuals for value added
development or other usages authorized by Party A, Party B shall require the latter to provide
proof of having received legal authorizations or licenses from Party A. Party B shall not provide
the futures information unless they provide the proof aforesaid. If Party B violates this rule,
Party B shall bear the joint compensation liabilities with the institutions and individuals
proceeding with unauthorized value added development.
3.2.5 To transmit Quotes Source Data to other institutions or individuals, Party B shall require
the latter to provide proof of having received legal authorizations or licenses from Party A. Party
B shall not provide the Quotes Source Data unless they provide the proof aforesaid. If Party B
violates this rule, Party B shall bear the joint compensation liabilities with the institutions and
individuals proceeding with unauthorized value added development. Quotes Source Data refers to the
Futures Quotes Data documents that Party B received from the system portal of Party A.
3.2.6 Besides the two rules aforesaid, under the circumstances that Party B transmits the Futures
Quotes Source Data to other institutions or individuals and when Party A considers that the latter
need to acquire legal authorizations or licenses from Party A, Party B shall require the latter to
provide proof of having received legal authorizations or licenses from Party A. Party B shall not
provide the Quotes Source Data unless they provide the proof aforesaid. If Party B violates this
rule, Party B shall bear the joint compensation liabilities with the institutions and individuals
proceeding with unauthorized value added development.
3.2.7 For the convenience of Party A’s supervision, within 15 days after signing this Agreement,
Party B shall provide and install one set of user receiving terminal that can regularly receive
the content transmitted by Party A and upgrade the user receiving terminal every now and then.
3.3 Value Added Development of Futures Information
3.3.1 Party B shall guarantee the authenticity, accuracy and integrity of the futures information
in the value added development of the futures information, and inform Party A as soon as Party B
has learnt the errors or misleading information in the value added development information, and
take remedial measures and make public statement.
3.3.2 Party B’s plan on the value added development of the futures information shall be approved in
writing by Party A. Party B shall not conduct the value added development of the futures
information without Party A’s written approval. Party B shall acquire Party A’s written approval
again to make changes in the value added development of the futures information plan.
3.3.3 Party B shall guarantee that the value added development of the futures information is in
accordance with the aforesaid requirements, and the development results shall not go beyond the
purposes and scope defined in the plan.
3.3.4 In order to assure the value added development results do not infringe upon Party A’s rights
and interests, Party B is under obligation to file the value added development results to Party A.
However, the filings shall not be considered as any confirmation of the value added development
results in any form by Party A, and Party A shall not be liable of any liabilities related to the
value added development results.
3.3.5 Party B agrees that Party B shall not directly or indirectly put or license others to put the
value added development results in commercial use without filing to Party A. If Party B violates
this rule, Party A is entitled to request Party B to cease the related commercial use, and all the
income from the commercial use of the value added development results shall belong to Party A.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Article 4 Agreement Fee
Party B agrees to pay the Agreement Fee and Information Fee to Party A according to Appendix 2
(“Payment Agreement”) of this Agreement.
Article 5 Intellectual Property and Its Protection
5.1 Party B shall acknowledge: All entitlements, including all proprietorship and copyrights, etc.
of the futures information defined in this Agreement and Appendix “The License” shall belong to
Party A.
5.2 Unless otherwise provided by this Agreement and Appendix “The License”, without Party A’s
written approval, no institution or individual (including Party B) shall be allowed to use or
permanently store the futures information, including but not limited to copy, distribute, transmit,
edit, transfer, develop derivatives or license others to copy, distribute, transmit, edit,
transfer, develop derivatives, or develop derivatives with others, etc. (including but not limited
to directly and indirectly develop derivatives on the futures information, etc.).
5.3 Party B shall designate on the display interface of Party B’s user terminal that the source of
information is Party A. Party B shall xxxx the number, valid term, usage and scope of the License
authorized when promoting the acquired License.
5.4 After the termination of this Agreement, Party B shall return all futures information in paper
and digital version and all copies (no matter they are in computer RAM disks, Compact Disk Readers,
Compact Disks, hard drives or software, or the storage, saving and recording on paper carriers); if
the returning of the futures information aforesaid and all the copies is inapplicable, Party B
shall destroy all copies under Party A’s supervision, or delete or erase all copies from computers
or other electronic systems with written commitment of confirming the destruction and deletion is
comprehensive, complete and non-recoverable.
Article 6 Exemption Clause
6.1 Party A shall not be liable for the consequences resulted from the abnormality in information
and information transmission caused by any reasons.
6.2 Party A does not guarantee the punctuality, accuracy and integrity. Party A shall not be liable
for the losses and impairment caused by delay, inaccuracy and omission of any information or data.
6.3 Party B shall not request Party A to take the responsibility for any possible economic or
reputational losses caused by the omission, mistake, mission, delay, discontinuity in the Futures
Information provided by Party A. Party B shall not claim against Party A based on the reasons and
in connection with this Agreement.
6.4 Under the circumstances that Party A cannot provide the Futures Information to Party B because
of force majeure events, Party A shall not undertake any responsibility.
6.5 Without informing Party B, Party A has right to: (1) terminate formulating all or part of the
CFFEX Futures Information, (2) alter the mode or formation of delivery, and (3) change or delete
the data of the CFFEX Futures Information, whether or not such termination, alteration, change or
deletion would cause Party B to change its own equipment or cause unfavorable impact on Party B’s
business interest; any possible unfavorable consequence of Party B caused by the reasons aforesaid in this Article,
Party A is not liable to Party B.
6.6 Party A is not liable for the possible commercial risks resulting from Party B’s using the
futures information provided by Party A according to this Agreement.
6.7 Party A is not liable for the possible risks resulting from Party B or Party B’s customers
making investment decisions using the futures information provided by Party A as references.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Article 7 Audit and Inspection
7.1 Emergency Inspection
Party A has right to enter into Party B’s working area to carry out inspection when Party B is
under reasonable suspicion of the following acts: (1) Party B receives, stores, transmits or makes
value-added development of futures information by violating this Agreement; (2) Party B infringes
on Party A’s any rights and interests of the futures information, including but not limited to the
rights such as: possession, usage, yield, disposition, value-added development and transmission,
etc.
7.1.1 Inspect the use condition and the mode of reception and storage of the futures information;
7.1.2 Inspect the equipments and apparatuses related to the futures information;
7.1.3 Exam the recordings and data of Party B, including but not limited to any note issued by
Party B to any third party that accepts services from Party B.
Party A’s right of emergency inspection aforesaid shall be limited to the range of verifying Party
B has been abiding by this Agreement or safeguarding Party A’s rights and interests of the futures
information.
Except the above clause and for calculating or verifying expenses, Party A shall not require Party
B to disclose its confidential information or proprietary information.
7.2 Routine inspection and audit, 10 days after noticing in writing, Party A shall have right to
enter Party B’s working place to carry out routine inspection:
7.2.1 Inspect the use condition and the mode of reception and transmission of the futures
information;
7.2.2 Inspect the equipments and apparatuses related to the futures information;
7.2.3 Exam Party B’s account books and data, including but not limited to any note issued by Party
B to any third party that accepts services from Party B, and audit and verify the paid or expense
payables have been calculated and paid appropriately within any specific month. After the written
notice is received, before the inspection and audit started, Party A shall notify Party B of the
month and items and necessary documents need of audit.
7.3 The routine inspections and audits conducted by Party A on Party B shall not exceed two times
in each year.
7.4 Party B shall accept and cooperate with Party A or the third party entrusted by Party A of the
inspection and audit of Party B’s use condition of the futures information. If Party A has found
Party B breached the Agreement through audit and inspection, Party A not only has right to require
Party B to correct within certain time and take the responsibility according to this Agreement, but
also has right to require Party B to undertake all reasonable expenses incurred because of audit
and inspection.
Article 8 Representations and Warranties
8.1 Party B shall guarantee: strictly abiding by the Measures on the Administration of Information
of China Financial Futures Exchange and relevant business rules.
8.1.1 Guarantee to use the CFFEX Futures Information strictly according to the information content,
use scope, form and period of validity, etc. licensed by the License.
8.1.2 Without Party A’s written approval, guarantee not to transmit all or part of the CFFEX
Futures Information to any institution or individual outside the scope determined by the License, or
license any third party to use the CFFEX Futures Information in any place and for any function.
8.1.3 Guarantee the transmission of CFFEX Futures Information is not used for unlawful purposes, or
provided to a third party for unlawful purposes.
8.1.4 Without Party A’s written approval, Party B shall not proceed or disguisedly proceed with
re-licensing or trans-licensing of Party A’s license of Party B of using the CFFEX Futures
Information, or trade license, etc.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
8.2 Party B shall guarantee: strictly use the CFFEX Futures Information provided by Party A
according to this Agreement, and make related payment to Party A according to the Appendix of this
Agreement — Payment Agreement.
8.3 Both Party A and Party B shall guarantee: having the ability of entering into and performing
this Agreement respectively, this Agreement is legally binding on both Parties upon the signing of
this Agreement.
Article 9 Liabilities for Breach of Agreement
9.1 Under the circumstances that Party B breaches the Agreement and did not correct within the time
limit set out by Party A’s notice of rectification, Party A has right to revoke Party B’s license
and terminate this Agreement. Party A shall not return the Agreement Fee collected from Party B (no
matter whether the term is expired); Party B shall not only pay all the expense payables to Party
A, but also pay penalties to Party A and make compensation to Party A’s losses caused by Party B’s
breach of Agreement according to this Agreement and take all the consequences and responsibilities
arising from it.
9.2 Under the circumstances that Party B breached the 8.1.1, 8.1.2 and 8.1.3 in the first clause of
Article 8 of this Agreement, the default income shall belong to Party A, and Party B shall pay
penalties to Party A (the penalty shall be as much as double the amount of the Agreement fee listed
in Appendix 2 of this Agreement), and at the same time Party B shall take effective measures,
terminate the violation of this Agreement and prevent other violation from happening.
9.3 If Party B does not pay related Agreement Fee to Party A within the time scheduled in this
Agreement (including Appendix 2 — Payment Agreement), Party B shall pay to Party A 1‰ of the
payables for each delaying day as penalty. If Party B’s payment is not made within the time limit
after Party A’s reminding, Party A shall have right to revoke Party B’s License, terminate this
Agreement and require Party B to pay 50% of the Agreement Fee to Party A as penalty; Party B shall
compensate Party A for any losses caused by it separately.
9.4 If breaches Article 5 of this Agreement, Party B shall pay penalty to Party A (the penalty
shall be as much as double the amount of Agreement fee listed in the Appendix 2); Party B shall
compensate Party A for any losses caused by it separately.
9.5 Apart from the liabilities for breach of 9.2, 9.3, 9.4 aforesaid, Party B shall pay penalties
to Party A for breaching other clauses of this Agreement (the penalty shall be as much as double
the amount of Agreement fee listed in the Appendix 2), Party B shall compensate Party A for any
losses caused by it separately.
9.6 The “losses” in the previous clauses refers to direct losses.
9.7 The termination of this Agreement shall not affect claiming for default liabilities hereunder.
Article 10 Force Majeure
In the event that delay or failure to perform the obligations under this Agreement of any Party is
due to force majeure event, that Party shall take no liability for it within the scope of the
influence of such force majeure event except for the payment obligation of the payables occurred.
The force majeure aforesaid includes but not limited to foreign or domestic government bans,
changes in law and regulations, rules, byelaws or administrative orders, etc. that directly or indirectly affect this
Agreement, conflagration, flood, explosion, warfare, riot, strike and drastic currency devaluation,
etc.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Article 11 Effectiveness, Amendment, Term and Termination of Agreement
11.1 This Agreement shall take effect after it has been signed and sealed by legal or authorized
representatives from both Parties.
11.2 Amendment and supplement shall be made only with mutual consent of both Parties; any written
and approved clauses of such amendment or supplement shall all be considered as integral part to
this Agreement.
11.3 After the License attached to this Agreement expires, the Appendix 2 of this Agreement shall
terminate accordingly. Party B can request for extension or apply for a renewed License in writing
6 months before the expiration of the License.
11.4 After the License expires, if Party B fails to request for extension or apply for a renewed
License, or Party A refuses to grant license to Party B, this Agreement shall terminate when the
License expires, Party A shall cease providing CFFEX Futures Information to Party B, Party B shall
not continue using or operating CFFEX Futures Information.
11.5 Party B shall pay up all the expenses (including but not limited to Party B’s due unpaid
expenses and penalties incurred, etc.) to Party A according to this Agreement within ten working
days after the termination of this Agreement. Party B shall pay to Party A 1‰ of the payables for
each delaying day as penalty.
11.6 The Article 5, 6, 8 shall not be held invalid or terminated when other parts of this
Agreement become invalid tor the Agreement is terminated.
11.7 When one of the following situations occurs, Party A has right to revoke Party B’s License,
this Agreement shall be terminated since Party A’s revocation of Party B’s License, and Party A
shall cease providing CFFEX Futures Information to Party B. Party A shall not take any
responsibility thereof and Party A shall not return the fee collected. In addition, Party B shall
take related responsibility according to other clauses of this Agreement.
(1) Party B goes bankruptcy or applied for bankruptcy;
(2) Party B has breached this Agreement and caused irreparable consequences, and Party A has
informed Party B in writing for making correction, but Party B fails to correct within the 10
working days after receiving Party A’s written notice;
(3) The situations that Party A has right to revoke Party B’s Licenses listed in other clauses
in this Agreement.
Article 12 Dispute Resolution
All disputes occurred in implementing this Agreement or related to this Agreement shall be settled
through friendly consultations by both Parties; should such consultation fails, the dispute shall
be solved by filing law suit with the People’s Court at the seat of Party A under both Parties’
consensus. The reasonable expenses including attorney fees, travelling expenses, etc. occurred in
filing law suit of any Party shall be borne by the losing Party.
Article 13 Appendixes of Agreement
13.1 As constituents of this Agreement, the Appendixes of this Agreement shall have equal validity
as to this Agreement. The Appendixes of this Agreement include the following documents and other
documents related to this Agreement that signed in the implementation of this Agreement by both
Parties.
Appendix 1: China Financial Futures Exchange Futures Information License
Appendix 2: Payment Agreement
Appendix 3: Essential Terms of User Agreement
13.2 During the implementation of this Agreement, matters not covered in this Agreement shall be
negotiated by both Parties if necessary. Supplements and amendments can be made to the clauses of
this Agreement. Amendment and supplement shall take effect after they have been signed and sealed
by legal or authorized representatives from both Parties and shall all be considered as integral
parts to this Agreement.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Article 14 Miscellaneous
14.1 The Agreement shall abide by laws and regulations of the People’s Republic of China (excluding
Hong Kong SAR, Macau SAR and Taiwan Region), related regulations of China Securities Regulatory
Commission and business rules of CFFEX (including but not limited to Trading Rules of the China
Financial Futures Exchange and Measures on the Administration of Information of China Financial
Futures Exchange) etc. When there is any adjustment of the aforesaid related regulations, the
related clauses of this Agreement shall make adjustment accordingly unconditionally.
14.2 The notices or files issued by both Parties can be delivered by staff directly, mail, email or
fax, etc; addresses shall be subjected to the Addresses listed in this Agreement. If litigation
occurs, the addresses listed in this Agreement shall be used as addresses for court delivery. Under
the situations below, notices or files shall be considered as delivered to the other Party:
(1) Sent directly by staff, delivery date is the sign-off date on the delivery receipt.
(2) Sent by mail, delivery date is the date on the mail receipt.
(3) Sent by email or fax, delivery date is the next working day after sending.
Addresses of both Parties as below:
Party A: China financial futures exchange
Address: F6, Xx. 0000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx
Postal Code: 200122
Tel: 000-00000000
Fax: 000-00000000
E-mail: xxxxxxx@xxxxx.xxx.xx
Party B: Fortune Software (Beijing) Co., Ltd.
Address: F9, Xxxxx X, Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Liaison: Linghai Ma
Tel: 000-00000000/00000000000
Fax: 000-00000000
E-mail: xxxxxxx.xx@xxx.xxx.xx
(3) During the implementation of this Agreement, when there is any change in the addresses of
any of the two Parties, the Party shall inform the change of its address to the other Party in
writing, and the addresses after change listed on the written notice shall be taken as the
addresses acknowledged in this Agreement.
14.3 After taking effect, this Agreement shall replace any previous agreement between the two
Parties, including but not limited to any written or oral agreements, negotiations, statements,
plans and appendixes, etc.
14.4 The headline of each article is for the convenience of reading, shall not affect the
implication or explanation of the Agreement.
14.5 This Agreement is executed in Chinese and in quadruplicate, each Party hereto shall hold
two copies, each copy shall have equal validity.
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
(Execution Page)
Party
A (Official Seal): /s/ official seal
Legal Representative or Authorized Representative (Signature or Seal):
Date of Agreement: Year Month Day
Party
B (Official Seal): /s/ official seal
Legal Representative or Authorized Representative (Signature or Seal):
Date of Agreement: Year Month Day
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Appendix 1:
CHINA FINANCIAL FUTURES EXCHANGE FUTURES INFORMATION LICENSE
License
Number: ( )
Licensor (hereafter as “Party A”): China Financial Futures Exchange
Licensee (hereafter as “Party B”): Fortune Software (Beijing) Co., Ltd.
| • | Licensed Information Content |
The information content that Party A licensed to Party B is China Financial Futures
Exchange’s: |
| ü | the 5th Type of Real-time Quotes |
| ü | the 1st Type of Layer Real-time Quotes |
| ü | 15-minutes Delayed Market Quotes |
| • | Licensed Transmission Mode |
| ü | Special-purpose network, such as Internet |
| r | Wireless |
| ü | Website |
| r | Medias such as television, broadcasting, newspaper |
| • | Licensed Business Mode |
| 1. | Licensed Party B to transmit licensed information with the agreed
transmission mode according to the Agreement. |
| 2. | Licensed Party B to make value-added development base on the licensed
information. |
| 3. | If Party B uses website to transmit information, only the quotes
delayed longer than 15 minutes (include 15 minutes) can be transmitted. |
| 4. | ______________________________________________________________________ |
| * | Except the licensed scope under this Agreement and the License, Party B
shall not use the Futures Information provided by Party A in any way. |
| • | Licensed Area |
Party A licensed Party B to operate the CFFEX Futures Information within Mainland
China (excluding Hong Kong SAR, Macau SAR and Taiwan Region).
| • | Licensed Mode |
Non-exclusive license, Party A can not only license Party B operating the CFFEX Futures
Information according to this Agreement, but also operate itself or license any third
party for operation.
| • | License Validity Period:
From 2010 Year
4th
Month 16th Day
to 2011 Year
4th
Month 16th Day. |
| Date of Issue of License: | ||
| Company of Issue of License: |
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
Appendix 2:
PAYMENT AGREEMENT
According to CHINA FINANCIAL FUTURES EXCHANGEFUTURES INFORMATION LICENSE AGREEMENT (No.
_____, hereinafter referred to as “License Agreement”), Party B shall pay the License Fee and
Information Fee to Party A for using the Futures Information provided by Party A, and Party B shall
pay the Agreement Fee to Party A according to “Licensed Information Content, Licensed Transmission
Mode, Licensed Business Mode, Licensed Mode and License Validity Period” specified in the License.
| • | License Fee |
| 1. | Standard of License Fee |
||
The 5th Type of Real-time Quotes License Fee: *** |
|||
The 1st Type of Real-time Quotes License Fee: *** |
|||
15-minutes Delayed Market Quotes License Fee: *** |
| 2. | Party B shall Pay to Party A License Fee: *** |
| • | Information Fee |
| 1. | Standard of Information Fee |
The 5th Type Layers Real-time Quotes License Fee: *** |
The 1st Type of Layer Real-time Quotes License Fee: *** |
| 2. | Party B shall Pay to Party A Information Fee |
||
Party B shall pay all the information Fee based on the actual number of the terminals
using the information and per (times) the standard of information fee. |
| • | Payment Method |
| 1. | Party B shall make the payment to Party A within 15 working days before the Shanghai
and Shenzhen 300 Stocks Index Futures Contracts go public, the aggregate License Fee under
this Agreement shall amount to *** (Capital: ***). The amount shall be
transferred to the account and bank designated by Party A. |
| 2. | During the implementation of the License Agreement, due to Party B’s application to
reduce the licensed information content, change licensed use scope, etc, and with Party A’s
approval causing Party B’s Licensee Fee payables to Party A is less than the Agreement Fee,
or the Agreement is terminated for whatever reasons (whether or not the Licensed Term is
expired), the Agreement Fee collected by Party A shall not be returned; When Party B
applies to increase the Licensed information content, increase or change the use scope, etc, and with
Party A’s approval, Party A has right to request Party B advance License Fee and
Information Fee payments to Party A according to Party B’s application, and Party B shall
remit the License Fee and Information Fee in due amount to the account and bank designated
by Party A within 10 working days after receiving Party A’s approval and payment notice. |
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
| 3. | Within the validity of the License Agreement, Party B shall transfer the
Information Fee payable of the month to the account and bank designated by Party A before
the 7th of each month. |
| 4. | Within the validity of the License Agreement, Party B shall transfer the payables of the
year to the account and bank designated by Party A before December the 30th of
each year. |
||
Bank and Account Number Designated by Party A: |
|||
Bank: China Minsheng bank Shanghai Dongfang Branch |
|||
Account Name: China Financial Futures Exchange Corporation |
|||
Account Number: 144758-0230014040000039 |
| *** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission |
