EXHIBIT 4.66
THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL CONTRACT.
CONTRACT
PARTY A: ZHOU MUO XXX XXX PRESS OFFICE
PARTY B: BEIJING QIANNUO ADVERTISING CO., LTD.
This Contract is entered into by and between both parties with respect to
matters about Zhou Muo Xxx Xxx, based on the principles of equality and
reciprocity and through friendly negotiations of both parties, with the terms
and conditions as follows:
ARTICLE 1 PARTY A'S RESPONSIBILITIES, OBLIGATIONS AND RIGHTS
1.1 Party A has the lawful qualification and is responsible for the edition,
distribution and advertising agency of Zhou Muo Xxx Xxx, and Party A authorizes
Party B as the exclusive advertising agent of all advertisements in all issues
of Zhou Muo Xxx Xxx. For the purpose of this Contract, "Zhou Muo Xxx Xxx" shall
mean a magazine currently named as Zhou Muo Xxx Xxx and with the unified
publication code of "CN64-1024/GO" (24 issues in a year, excluding the
supplements), as well as its successors or replacements in another name, and any
other publications in whatever forms publicized by the Zhou Muo Xxx Xxx Press
Office from time to time, and any and all attachments, additional issues,
supplements, insertions and derivative publications.
1.2 In consideration of Party B's experiences in the advertising business, Party
A hereby authorizes Party B to provide information consultancy and management
consultancy services relating to the publication business of Party A during the
duration of this Contract as specified in Article 3 ("DURATION"), so as to
expand the channels of publication and attract more advertisement customers. As
a consideration for such services, Party A shall pay a consultancy fee to Party
B.
1.3 Party A hereby authorizes Party B as the exclusive advertisement agent of
the Zhou Muo Xxx Xxx. Therefore, during the Duration, Party B shall have the
right to exclusively operate the business of advertising on all pages of Zhou
Muo Xxx Xxx, including but not limited to sales of advertisements, entitlement
to proceeds of advertisements, and subcontract and assignment of authorized
right of advertisement agency. Additionally, without the prior approval of Party
B, any third party (including Party A) may not engage in any advertising
business relating to Zhou Muo Xxx Xxx.
1.4 To facilitate Party B's operation, Party A shall provide all documents
relating to
Zhou Muo Xxx Xxx as required for Party B's operation and shall ensure the
validity and effectiveness of such documents during the term of this Contract.
The said documents include but not limited to the Periodical Publication
License, Advertisement Operation License and the annual inspection record
thereof obtained by Party A according to the law, as well as all approvals for
supplements or any other relevant matters relating to Zhou Muo Xxx Xxx.
ARTICLE 2 PARTY B'S RESPONSIBILITIES, OBLIGATIONS AND RIGHTS
2.1 Party B has the lawful qualification to operation advertising business, and
shall exercise the rights and powers of exclusive advertising agent according to
the principles of good faith, due diligence and credibility, and shall timely
pay the advertisement agency fees to Party A pursuant to this Contract.
2.2 Party A confirms that Party B or a third party designated by Party B may
provide the contents of Zhou Muo Xxx Xxx adaptive to the advertisement customers
and Zhou Muo Xxx Xxx or to the target group of advertisement customers. The
articles provided by Party B or the third party designated by Party B shall be
subject to the editing, proofreading, modification, addition or deletion by
Party A. Party A has the right to finally approve, proofread, edit and modify
all articles (including the advertisement contents provided by Party B).
2.3 Party B shall have the independent rights and powers to carry out operations
relating to the advertising business of Zhou Muo Xxx Xxx as authorized by Party
A, and bear all costs of equipment, venues, materials (office supplies, computer
consumables and printing papers, etc.) and manpower relating thereto, as well as
all taxes relating to such business operations. Party B shall also be
responsible for settlement of all economic, social and legal liabilities
relating to disputes over copyright, advertisement, taxation and trademark.
2.4 To better carry out advertising business, Party B hereby agrees that it will
bear all reasonable printing costs for all issues of Zhou Muo Xxx Xxx during the
term of this Contract. For this purpose, all printing agreements for Zhou Muo
Xxx Xxx signed by Party A with third parties shall be subject to the prior
written confirmation of Party B; otherwise, Party B shall be released from
payment of printing costs incurred under any unconfirmed agreements.
2.5 Party B shall provide the information consultancy and management consultancy
services to Party A with regard to the issuance of Zhou Muo Xxx Xxx, and may
claim and collect a consultancy service fee as agreed by both parties.
2.6 As the consideration for the exclusive advertising agency right granted
hereunder to Party B, Party B shall, in addition to provision of proper articles
as stipulated in Article 2.2 and payment of printing costs as stipulated in
Article 2.4, pay the
advertising agency fee according to the following schedule and in the following
installments: from 2007 to 2010, Party B shall pay an advertising agency fee of
RMB 268,000 (Two Hundred Sixty Eight Thousand) to Party A in each year; from
2011 to 2015, Party B shall pay an advertising agency fee of RMB 298,000 (Two
Hundred Ninety Eight Thousand) to Party A in each year; from 2016 to 2020, Party
B shall pay an advertising agency fee of RMB 348,000 (Three Hundred Forty Eight
Thousand) to Party A in each year.
With respect to the advertisement agency fee mentioned above, Party B shall pay
the annual fee in two installments (50% of the annual fee in each installment)
before December 1 of the previous year and before June 1 of the current year.
Upon effectiveness of this Contract, all incomes derived from the advertisement
business of Zhou Muo Xxx Xxx operated by Party B as an exclusive advertising
agent, other than the annual fee payable to Party A as stipulated above, shall
belong to Party B.
2.7 Party B must not carry out any other business operation relating to Zhou Muo
Xxx Xxx, without prior approval of Party A.
ARTICLE 3 DURATION
The duration of this Contract shall be as from the date of execution of this
Contract to December 31, 2020.
ARTICLE 4 AMENDMENT; LIABILITIES FOR BREACH OF CONTRACT; DISPUTE SETTLEMENT
4.1 No modification, alteration or cancellation of this Contract is allowed
unless it is otherwise agreed by both parties in written form.
4.2 If either party breaches this Contract during the term hereof, so that this
Contract is unable to be performed or fully performed, the breaching party shall
send a written notice to the other party at least six (6) months in advance, to
give the other party a chance to find new business partner and cooperation
means.
ARTICLE 5 This Contract shall become effective as of being duly signed and
sealed by the parties, and shall be executed in duplicate.
Party A (Seal): Party B (Seal):
/s/ /s/
November 11, 2006 Date:
