Agreement on Distribution of Whole Songs
Exhibit
10.18
Agreement
on Distribution of Whole Songs
Party
A: Beijing Starbright Technical Services Co., Limited
Address:
Xxxxx 00, Xxxxxxxx 0, XXXX, Xx. 00 East Third Ring (Middle Road), Chaoyang
District, Beijing
Telephone:
00000000
Fax:
00000000
Party
B: Global Music International, Inc. d/b/a Independent Music Network d/b/a “IMN
TV”
Address:
00 Xxxxxx Xxxxx Xxxxxx, Xxxxx 0, Xxxxxx, XX 00000
Telephone:
000-000-0000
Fax:
000-000-0000
This
Agreement is entered into by and between Party A and Party B in Beijing on
January 23, 1007 (01/23/2007), through negotiation in a cooperative spirit,
and
in compliance with the Contract Law of the People’s Republic of China,
the Copyright Law of the People’s Republic of China, and other
pertaining laws and regulations.
I. Content
of Cooperation
Party
A
agrees to authorize Party B to distribute encrypted digital music products
(“Agreed products”) to a telecommunications service provider and preload such
products on all mobile phones sold by the service provider.
II.
Geographical Location of Cooperation
The
geographical location where the cooperation occurs under this Agreement refers
to mainland China, not including the Hong Kong Special Administration Region,
the Macao Special Administrative Region, or Taiwan Province.
III.
Authorized Distribution Channel(s)
3.1
|
Party
A agrees that the distribution channel shall be limited to China
United
Telecommunications Company Limited (Unicom) in the initial
period.
|
3.2
|
Other
Chinese telecommunications service providers such as China
Telecommunications Co. Ltd, China Networks Communications Company
Ltd and
China Mobile Communications Corporation Company Ltd are not covered
under
this Agreement. If at a future time, Party A decides to expand its
distribution channel to include any of these telecommunication service
providers, it will do so by means of supplemental
agreement.
|
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IV.
Sales
Volume
4.1
|
Unicom
intends to purchase and sell a total of one million CDMA 1.X mobile
phones
with loop playback capacity.
|
4.2
|
It
is intended that a total of the first one hundred thousand (100,000)
mobile phones will be allocated for special promotions launched by
Unicom,
and that these phones will be delivered to Unicom customers by March
31,
2007.
|
4.3
|
All
the mobile phones mentioned above shall be furnished with DRM to
prevent
theft of music files.
|
4.4
|
Party
A shall preload ten (10) whole songs onto Unicom mobile phones. They
will
be in AAC audio format, 96 K Bit
Rate.
|
V.
Price
and Cost
5.1
|
Party
A and Party B agree on a 6 to 4 revenue distribution ratio to determine
what percentage of revenue from sales to Unicom shall be retained
by Party
B, i.e. Party A collects 60% of sales revenue and Party B collects
40% of
sales revenue. As for taxes on sales revenues mentioned here, the
two
companies shall respectively pay due taxes in conformance with relevant
Chinese rules and regulations.
|
5.2
|
Party
B shall enter into negotiation and formal written agreement with
Unicom
concerning the price for song sale to Unicom (Refer to information
about
orders for songs in the appendix). However, the revenue distribution
ratio
between Party A and Party B described in 5.1 remains the
same.
|
5.3
|
Party
B should transfer money due to Party A to a bank account designated
by
Party A within thirty business days of receipt of payment from
Unicom.
|
VI.
Guarantees
6.1
|
Party
A guarantees that it has all the rights entitled by a lawful recorder
to
the Agreed products that are provided for Party B, and guarantees
that any
third party’s rights shall not be violated when the Agreed Products are
used for the purposes as prescribed under this Agreement. However,
Party A
does not own copyrights to the music or lyrics of the Agreed Products.
If
Party B needs to use Agreed Products for other business matters outside
this Agreement, it shall obtain copyrights to music and lyrics of
the
Agreed Products from relevant right
holders.
|
6.2
|
Party
B should guarantee that aside from preloading the Agreed Products
on
mobile phones, it shall not reproduce, store, compile, edit, modify,
sell,
utilize or allow other persons to utilize the Agreed
Products.
|
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VII.
Indemnification for Breach of Agreement
7.1
|
If
Party A fails to make song deliveries to Party B in the agreed timeframe,
Party B is entitled to demand from Party A compensation in an amount
of
.05 per cent for each day delayed. If the delay of delivery is over
thirty
days, Party B is entitled to terminate this
Agreement.
|
7.2
|
If
Party B fails to make due payment to Party A in the agreed time frame,
Party A is entitled to demand from Party B a compensation of .05
per cent
for each day delayed. If the delay of payment is over thirty days,
Party A
is entitled to terminate this
Agreement.
|
VIII.
Term of Cooperation
The
term
of cooperation is for one year, starting from January 23, 2007 to January 22,
2008. The two companies shall decide whether to renew the Agreement within
thirty days before the Agreement expires.
IX.
Governing laws and dispute resolution
Laws
and
regulation of People’s Republic of China are applicable to the establishment,
effect, explanation, implementation, modification, and termination of this
Agreement, and dispute resolution related to this Agreement. With regard to
all
disputes related to this Agreement, Party A and Party B should seek resolution
in an amicable way and through negotiation. Should negotiation fail to resolve
a
dispute, the two companies can seek arbitration by filing with the Beijing
Arbitration Commission located in Beijing, China. The arbitration result shall
be final and have binding power upon the two companies.
If
Party
A and Party B fully understand and agree to the terms and conditions in this
Agreement, please sign and stamp with official seals in specified spaces
below.
Beijing
Starbright Technical Services Company Limited
Signatory:
Xxxx Xxxx (Managing Director)
[Seal
and Signed]
Global
Music International, Inc. d/b/a Independent Music Network d/b/a “IMN
TV”
Signatory:
Xxxxxxxxxxx Xxxxxx, EVP
[Seal
and signed]
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Annex
Company
B
should provide the following information when ordering songs from Company
A:
Number
of
songs;
Names
of
songs;
Number
of
mobile phones on which songs are to be preloaded;
Price
of
songs;
Total
sales revenue;
Amount
owed to Company A at the end of the transaction;
Dates
of
song delivery.
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