Exhibit 10.9
Cooperation Agreement
August 2003
Beijing
Party A [ ] China Netcom Corporation Ltd. Beijing Company (Hereinafter called
"CNC")
Address [ ]
Code [ ]
Contact person [ ]
Tel [ ]
Fax [ ]
Party B [ ] Beijing In-Touch Information System Co., Ltd
Address [ ] 0xx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx
(Hereinafter called "IN-TOUCH")
Code [ ] 100004
Contact person [ ] Xxxxx Xxx
Tel [ ] x00-00-0000-0000
Fax [ ] x00-00-0000-0000
Directly leaded and supported by State Council and Ministry of Information, CNC
is a new-generation large state-owned telecom operator founded by four entities:
China Academy of Sciences, The State Administration of Radio Film and
Television, Ministry of Railway and Shanghai Government. At present, it is
constructing the first fibred IP over DWDM high-speed broadband backbone-CNCnet
covering the whole China. It can provide complete telecom service including
voice, data, image, fax and all kinds of value-added service.
As the partner of Beijing Wireless broadband public information network,
cooperating with domestic large telecom operators, satellite communication
enterprises, wireless communication enterprise, IN-TOUCH provides the service
ranging from network design, equipment installation, network operation,
maintenance, seamless connection of different networks to the total solution
including high speed internet access, inner IP voice communications and various
value added service for multinational companies, large companies and government
etc. The affiliates and subsidiaries of IN-TOUCH have the right to cooperate
with CNC in the cooperation scope outlined by this Agreement.
I Cooperation Brief
Adhering to the principle of well exerting CNC's advantages in telecom resources
and IN-TOUCH's advantages in wireless communications, both parties will
cooperate in all respect and form.
II Cooperation Scope
As one of the largest telecom operators in China, CNC has extensive Internet
port resources, which can provide IN-TOUCH top-quality broadband internet
access. CNC will provide favorable support. Both parties will sign CNC's
Internet access agreement.
In the areas covered by CNC's network, INTOUCH can provide access service to its
customers by using CNC's MAN. CNC will provide favorable support. Both parties
will sign CNC's leased line rental agreement. IN-TOUCH can make the best use of
CNC's existing network resources to realize seamless interconnection of its own
network and to expand its network covering area. CNC will provide favorable
support. Both Parties will sign CNC's domestic leased line agreement and CNC's
international leased line agreement.
Both Parties will cooperate in IDC, VPN, 171Dialing and IP phone business in
whole country, which are not against state policy.
III Responsibilities
CNC's responsibilities
In compliance to policy and according to the clause 2 of Cooperation Scope in
this Agreement, CNC will provide INTOUCH telecom service within cooperation
scope. The service and price will be discussed in the future according to
INTOUCH's requirements. CNC will offer favorable price when both parties sign
the detailed contract.
INTOUCH'S responsibilities
IN-TOUCH should comply to PRC's Computer Internet Security Management rules and
relevant legal rules and laws.
IV Cooperation Conditions
During the cooperative period, should any party of this agreement choose the
cooperative partner to do business that is conducted by the other party,
preference shall be given to the other party.
V Both parties came to the agreement with above content. The detailed operation
documents will be discussed and made by both parties. Other cooperation will be
discussed in the future.
VI Non-disclosure
Whether it is within the period of validity or after the termination of the
Contract, neither party shall disclose to the other party's any secret obtained
during the signing process or the implementation process of this Contract. If
disclosure by one party results in the loss to the other party, the party
suffering from such loss shall have the right to request compensation from the
party who discloses the trade secret. If disclosure required by project
cooperation, either party have to provide the information to the third party.
This disclosure party should ask for another party's permission and make sure
that the third party will not disclose to others.
VII Dispute Resolution
If there is any dispute arising during the implementing process, the two parties
shall hold friendly consultation. If the parties cannot reach a settlement, the
disputes shall be submitted to Beijing Arbitration Committee.
VIII Commencement and Termination of the Agreement
The Agreement will take into effect after the signature of the authorized
representatives of both parties. Either Party may terminate this Agreement with
a one(1) month notice.
Party A [ ] China Netcom
Signature of representative [ ]
Date [ ]
Seal [ ]
Party B [ ] Beijing In-touch Information System Co., LTD
Signature of representative [ ]
Date [ ]
Seal [ ]
