EXHIBIT 4.35
BILLING TECHNOLOGY LICENSE AGREEMENT
Between
HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
BILLING TECHNOLOGY LICENSE AGREEMENT
THIS BILLING TECHNOLOGY LICENSE AGREEMENT (this "Agreement") is entered into on
this 28th day of December, 2004, in Shanghai, by and between Hangzhou Bianfeng
Networking Technology Co., Ltd. ("Bianfeng"), a domestic company organized and
existing under the laws of the People's Republic of China (the "PRC"), and
Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned
company organized and existing under the laws of the PRC.
1 DEFINITIONS
Except otherwise specifically defined in this Agreement or unless the context
requires otherwise, the terms used in this Agreement shall have the meanings as
set forth below:
1.1 "Term" shall be the duration of this Agreement stated in Article 2.3
hereof;
1.2 "Billing Technology" shall mean technology information, know-how, design,
drawing, process, method, data, program and other information that have
been existing on the date of this Agreement or will be developed in the
future, on case-by-case basis, as agreed by the Parties. "Billing
Technology" may be in writing or other appropriate forms and will be
licensed by Shengqu to Bianfeng under this Agreement. Details of Billing
Technology are described in Appendix 1 attached hereto.
1.3 "Parties" shall mean both Bianfeng and Shengqu, and a "Party" means either
one of them.
1.4 "PRC" shall mean the People's Republic of China, and, for the purpose of
this Agreement, excluding Taiwan, Hong Kong and Macau Special
Administrative Regions.
1.5 "Licensed Region" shall mean Heilongjiang, Jilin, Liaoning.
2 GENERAL TERMS
2.1 Shengqu hereby agrees to non-exclusively license the Billing Technology to
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Bianfeng and Bianfeng hereby agrees to obtain such license from Shengqu
pursuant to the terms and conditions of this Agreement.
2.2 Unless otherwise agreed by Shengqu in writing, Bianfeng shall not acquire
identical or similar technology license from any third party.
2.3 This Agreement shall be effective upon the execution hereof by the
authorized representatives of the Parties and shall remain effective for a
period of one (1) year.
2.4 The licensed technology hereunder is described in Schedule A hereto. The
Parties may jointly make adjustment to Schedule A after the date of this
Agreement.
3 LICENSE
3.1 In consideration of the payment of the license fee by Bianfeng and the
covenants made by Bianfeng under this Agreement, Shengqu hereby grants
Bianfeng a license, to allow Bianfeng to use the Billing Technology in the
Licensed Region; the Parties acknowledge that the territory of said
license shall be the Licensed Region only.
3.2 Bianfeng hereby agrees to use the Billing System in accordance with the
terms and conditions of this Agreement. It is further acknowledged that,
without the written consent of Shengqu, Bianfeng shall not sublicense or
transfer the Billing Technology to any third party.
3.3 During the term of this Agreement, Bianfeng has the right to indicate, in
advertisements and promotion materials in connection with online games,
that the Billing System is licensed by Shengqu to Bianfeng.
3.4 The license for the Billing Technology granted by Shengqu to Bianfeng
shall not be construed as a grant of any proprietary right in the Billing
Technology to Bianfeng. The proprietary right or property rights to the
Billing Technology shall remain with Shengqu.
3.5 Bianfeng acknowledges that Shengqu owns the Billing Technology and enjoys
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the proprietary right to the Billing Technology. Unless otherwise
expressly provided herein or with prior written consent of Shengqu,
Bianfeng shall not use or apply for or register any copyright or patent
right in connection with the Billing Technology or the Billing System, nor
shall Bianfeng do or permit to be done anything that might directly or
indirectly prevent Shengqu from registering the copyright to or any
patents right in connection with the Billing Technology or the Billing
System.
4 DELIVERY OF TECHNOLOGY
Subsequent to the execution of this Agreement and upon the request of Bianfeng,
Shengqu shall deliver the Billing Technology, including all necessary documents,
to Bianfeng within a reasonable time.
5 LICENSE FEE
The license fee payable hereunder shall be calculated and paid as follows:
5.1 The license fee payable by Bianfeng to Shengqu hereunder shall be
calculated as follows: License fee = standard monthly fee per xxxxxx x
average number of concurrent online game players per month;
5.1.1 average number of concurrent online game players per month shall be the
aggregate of average number of concurrent online game players for all
commercialized games in the month;
5.1.2 standard monthly fee per player shall be RMB13.46 per month for the year
2005 and thereafter;
5.2 Shengqu shall have the right to adjust the amount of the standard monthly
fee per player in accordance with the actual business operation of
Bianfeng; and
5.3 Bianfeng shall provide Shengqu with the concurrent online game players
data, the number of users and income which is billed through the Billing
Technology, and other related data. Shengqu shall be entitled to check and
verify the aforesaid data provided by Bianfeng at any time;
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6 PAYMENT OF LICENSE FEE
6.1 Payment of License Fee shall be made by Bianfeng on a quarterly basis and
shall be made within three (3) months following each quarter's end.
6.2 The Parties understand and agree that, if Bianfeng fails to make payment
of the License Fee before the final due date within the time stipulated
herein without the consent of Shengqu, Shengqu shall be entitled to
request Bianfeng to pay overdue interest on the delinquent payment, and
the rate for sucd overdue interest shall be the rate for short-term
commercial loans on such due date published by the People's Bank of China.
7 TECHNOLOGY ENHANCEMENT
After the effectiveness of this Agreement, if Shengqu makes developments and
enhancements to the Billing Technology any intellectual property or other right
arising out of any further development and enhancement of Billing Technology
shall belong to Shengqu.
8 EXTENSION OF AGREEMENT
This Agreement shall remain effective during the term hereof, which will be
automatically renewed for an additional one (1) year period upon expiry of each
term unless Shengqu notifies Bianfeng of its intention not to renew thirty (30)
days before the current term expires.
9 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the PRC.
10 EXECUTION
This Agreement shall be executed on or before the effective date hereof by the
duly authorised representative of each Party of this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized signatories as of the day and year first
written above.
HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.
By: _________________
Name: Tang Jun
Title: General Manager
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By: _________________
Name: Chen Tiaoqiao
Title: Board Chairman
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Appendix 1:
DESCRIPTIONS OF FUNCTIONS OF BILLING SYSTEM
Billing System consists of User Registration Module, Recharge Interface Module,
Payment Information Synchronization Module, and other value-added modules such
as Second-Based Billing Module, Day-Based Billing Module, and IP-Based Billing
Module.
- User Registration Module loads the synchronized registration
information of users from the game to the Billing System, forming
the basis of the users of Billing System. The data is sent to game
system by means of web interface or MQ.
- Recharge Interface Module links to the sales system of online
channels. The systems receive the recharge request from users,
convert the authentication, and add the time that accords to the
recharged cards to the specific character accounts.
- Payment Information Synchronization Module transfer users' remained
time to the game system by means of FTP or MQ.
- Second-Based Billing Module consists of Payment Information
Synchronization Module and Billing Module. The former one
synchronize the time information about used time to the Billing
System for further application, by means of FTP or MQ. Billing
Module subtracts the used time transferred by Synchronization Module
from users' remained time.
- Day-Based Billing Module realize the subtraction function based on
the periods of monthly and daily subscription.
- Other value-added modules provide interfaces to some business
partners, for example, IP-Based billing function supplies some ISP
free games based on IP, and IP-based billing.
As an open system, Billing System supports most popular game genres, such as
MMORPG and casual games. The system supplies billing service based on the
playtime length of game, as well as period length such as monthly subscription.
Moreover, the system can, according to the requirements of the game, provide
billing solution based on time.
Appendix 2:
SOFTWARE AND HARDWARE ENVIRONMENT FOR THE OPERATION OF BILLING SYSTEM
Software Requirement: Windows 2000, SQL Server2000, MSMQI, IIS
Hardware Requirement:
Database Server Requirement:
CPU: 2.4GHZ * 4
RAM: 2G
HD: 18G + 36G * 4
Network Card: 100M * 2
Reference: DELL 6650
Database Server Amounts:
Avg. 20 game regions / server
Max. 10 game regions / server (games that need large data
flow)
Application Server Requirement:
CPU: 2.4GHZ * 2
RAM: 1G
HD: 18G + 36G * 2
Network Card: 100M * 2
Reference: DELL 2650
Application Server Amounts:
Avg. 40 game regions / server
Max. 20 game regions / server (games that need large data
flow)
Web Server Requirement:
CPU: 2.4GHZ * 1 (2 are recommended)
RAM: 1G
HD: 18G + 36G
Network Card: 100M * 2
Reference: DELL 2650
WEB Server Amounts:
1 Server
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Schedule A:
BILLING SYSTEM TABLES BASED ON BILLING TECHNOLOGY
Name Billing System Briefing Note
---------------- -------------------- ------------------- ----
The Legend of Mir2 Billing System Supply billing
Mir solutions for TloM
based on playtime,
period, IP, and
other value-added
applications.
The World of Woool Billing System Supply billing
Legend solutions for TWoL
based on playtime
and period.
Fortress 2 FT2 Billing System Supply billing
solutions for
Fortress 2 based on
period.
BNB BNB Billing System Supply billing
solutions for BNB
based on coupon.
Shattered Galaxy PS Billing System Supply billing
solutions for SG
based on playtime
and period.
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