COOPERATION & NON-PATENT TECHNOLOGY LICENSE CONTRACT
Exhibit
10.2
No.
C-06-08-20
COOPERATION
& NON-PATENT TECHNOLOGY LICENSE CONTRACT
Party
A :
Shaanxi Jialong High-tech Industrial Inc.
Party
BæBeijing
Flashow Media Co.,Ltd.
After
friendly negotiation conducted in accordance with the principles of sincere
cooperation and mutual benefit, Party A and Party B hereby conclude this
contract on the
use
permit of Party B’s non-patent technology (FLASHOW) and the SP platform
cooperation and jointly
obey the following clauses:
Clause
One. Entity Qualifications of the Parties
Party
A :
Shaanxi
Jialong High-tech Industrial Inc., registered in Xxx-Xx. 0 Xxxxx Xxxxxxx xx
Xxxxxx Xxxx, Xx’xx Xxxx, Xxxxxxx Xxxxxxxx by legal represenative Xxxxx Xxxxxxx,
owning the Corporation Business Licnes number with 6100001011146 issued by
Shaanxi Industrial and Commercials Administrative Burea , is a lawfully
established enterprise.
Party
B: Beijing
Flashow Media Co.,Ltd. registered
by legal representative Xxxx Xxxxxxx in Room1708 Floor 17th
Eastern
Zone of Pacific International Mansion Xx 000 Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxx,
Xxxxxxx, xxxx the Corporation
Business License
numbered
with 1101081740317(1--1)issued by Beijing Industry and Commerce Bureau;
Value-added
Telecommunication Business License
with the
serial number of B2—20050115 issued by Ministry of Information Industry of the
People’s Republic of China and Telecommunication
and Information Service Business License numbered
with Jing ICP 041206 issued by Beijing Communication Management Bureau. The
company is a legally-established and developing enterprise legal person
Clause
Two. Licensed & Cooperated Objective
The
licensed thechnology is the non-patent thechnology—FLASHOW legally owned by
Party B. The cooperted objective shall be the SP platform legally owned by
Party
B.
FLASHOW
is an intellectual proerty , developed by Party B, referring to all texts,
images, audio, vedio and the overall related executive programs.
Clause
Three. Licensed-Use Period and Way
Licensed-use
and Cooperation Period:
Commencing from August 20th,
2006 to
August 20th,
2026.
Way:
Ordinary Licensed-use Way
Clause
Four. Proceee of Performing the Contract
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1.
|
Since
signing this contract, Party A shall arrange its affiliated company
Along
Mobile Technologies Inc. to issue 600,000 listed stocks in America
to
Party B, which shall be gone through all procedures within 30 days.
The
stock price shall be in accordance with the market price of the date
on
which all shares were successfully transacted. Party
B shall offer relevant documents to Party A if
needed.
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|
2.
|
Within
10 days after signing the contract, Party B shall deliver all the
information about the FLASHOW.
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|
3.
|
Within
the 20 days after signing this contract, Party A shall pay RMB5,
000,000.00Yuan to Party B.
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Clause
Five.
Rights and Obligations of Party A
1.
Party
A has the right to use Party B’s FLASHOW technology according to
the
contracted way and do business by using Party B’s SP platform.
2.
Party
A
shall obtain all income from Party B’s FLASHOW technology and SP platform
(exclusive of the income of Party B occurred by this contract)
|
1.
|
Party
A shall arrange its affiliated company Along Mobile Technologies
Inc. to
issue 600,000 stocks listed in America to Party B in accordance with
the
terms of the contract.
|
|
2.
|
Party
A shall assure that the issued shares are conditional sales common
stocks.
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3.
|
Party
A shall pay the cooperate fund on the stipulations of the
contract.
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Clause
Five.
Rights and Obligations of Party B
|
1.
|
Party
B gurantees that it is in legal possession of FLASHOW technology
and SP
platform as well as their operation rights,which shall have no
defects of right, or infringe any other third party rights and
interests.
|
|
2.
|
After
signing this contract, Party B shall disclose all its current operation
businesses on the FLASHOW technology and SP platform; and shall notify
and
get the approval of Party A on its future operation activities on
the
FLASHOW technology and SP platform(include
but not limited to sign contract with other parties).
All needed contracts in the written, mails, Data
electronic text forms
shall be delivered to Party A for file. The fulfillment of the contract
shall also be informed to Party A.
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3.
After
signing this contract, Party A shall notify and inquire Party A’s opinions on
its all company’s administrative activities on FLASHOW technology and SP
platform (including but not limited to convene Shareholders’ Meeting, Board of
Directors’ Meeting, Changing of Company’s important affaires and etc) in
advance.
4.
Party
B shall keep an excellent cooperation relationship with China Unicom in the
contract period and shall timely notify Party A the cooperation affairs.
5.
Party
B shall allow and cooperate with Party A to check its business process and
related income concerning the FLASHOW technology and SP platform.
6.
Party
B shall set a special account (needs to be confirmed by Party A) for the
operation use on the FLASHOW
technology and SP platform. Party
B’s
finance personnel shall be selected and assigned by Party A, whose wages shall
be born by Party A. The reserved
specimen seal
of Party
B’s account shall include the seal of finance personnel. Party B shall also
support and cooperate with the persons appointed by Party A.
7.
The
account number covered in all contracts on the FLASHOW technology and SP
platform signed between Party B and other parties shall be the
one
of
the
item 5 of Clause Six of this contract.
0.Xxxxx
B
shall actively fulfil its duties stipulated in the contract signed with other
parties which was permitted and recorded by party A ; and shall actively carry
out the operations on FLASHOW
technology and SP platform.
Clause
Seven. Confidential
Responsibility
The
two
parties shall
have the
obligations to keep the contract confidential
and either party shall not disclose the contract content. The opposite party’s
business secret and confidential information released by signing or performing
this contract shall be kept them confidential.
Clause
Eight. Liabilities for Breaching of the Contract
|
1.
|
If
Party A fails to pay for the licensed-use fees to Party B in the
contracted period, Party A shall pay 1% of the licensed-use fees
as the
violating fines.
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2.
|
If
the technology provided by Party B exists some blemishes or arises
the
tortious activities, all losses produced by this shall be born by
Party B;
and Party B shall bear the 1% of the licensed-use fees as the violating
fines.
|
3.
Both
parties shall execute the contract according to the terms of this contract.
Both
parties shall bear all losses caused to the opposite party if it doesn’t perform
the contract according to the contracted terms; and non-breaching party has
the
right to require the breaching party to continuing fulfill the
contract.
Clause
Nine. Disputes Settlement
The
two
parties shall implement the contract conscientiously after signing it. Any
disputes shall be settled through the two parties’ negotiation, if such
negotiation fails, it shall be solved by the court of Party A.
Clause
Ten. Special Terms
All
income produced by Party B’s FLASHOW technology and SP platform commencing from
June 2006 (including June) shall be owned by Party A since the contract signing
date.
Clause
Eleven. Miscellaneous
The
supplementary agreement shall enjoy the same legal force with the contract,
and
be the part of the contract.
The
contract is writen in quadruplicationed , two copies for each party .
The
contract shall come into force since the date of being signed ans sealed by
both
parties.
Attachment
1
shall be
regarded a part of the contract.
| Party A (Seal ): | Party B (Seal ): | |
| Legal Representative : | Legal Representative : | |
|
Xx
Xxxxxxx
|
|
Xxxx
Xxxxxxx
|
| August 20th, 2006 | ||
Attachment
1: Businee
License on Telecome Vallue-added Service of Beijing Flashshow Media Co.,Ltd.
Attachment
1
People’s
Republic of China
License
of Telecommunication Value-Added Business
License
No. B2-20050115
Based
on
PRC
Telecommunication Regulations
and its
correlative rules, the approval for Telecommunication Value-Added Business,
according to content of the license (Text & Attachment), is formally
executed for Beijing Flashow Media Co., Ltd.(the company). After review, and
a
regional license of telecommunication Value-Added Business is awarded the
company.
Company
Name:
Beijing
Flashow Media Co., Ltd.
Legal
Representative:
Xxxx
Xxxxxxx
Registered
Capital:
RMB
13,500,000
Registered
Address:
17/F
Room1708,
Pacific
International Mansion East Section,
#106
Zhichun Rd., Haidian District
Beijing
City
Business
Category:
Information Services within 2nd
Category
of Telecommunication
Value-Added
Business (Excluding Fixed Net Tel Information Service)
Business
Coverage:
National
(Services) (Internet
Information Services exclude News, Publication,
Education,
Medical Care, Medicines, Medical Instruments and
Electronic
Bulletine Service etc.)
| Issuer: | Licensing Authority(Seal): |
Licensing
Date:
April 8,
2005
Expiry:
April 8,
2010
