SMART LEAD ENTERPRISES LIMITED and VIVA RED COMPANY LIMITED Business Transfer Agreement
SMART
LEAD ENTERPRISES LIMITED
and
VIVA RED
COMPANY LIMITED
[ ],
2010
TABLE
OF CONTENTS
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ARTICLE
1 DEFINITION
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ARTICLE
2 BUSINESS TRANSFER
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5 | |||
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ARTICLE
3 CONTRACTS RELEVANT TO BUSINESS PROPOSED TO BE
TRANSFERRED
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ARTICLE
4 CONSIDERATION
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7 | |||
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ARTICLE
5 INTELLECTUAL PROPERTY
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ARTICLE
6 REPRESENTATIONS AND WARRANTS
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ARTICLE
7 TAXES AND EXPENSES
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ARTICLE
8 LIABILITY OF DEFAULT AND TERMINATION
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ARTICLE
9 CONFIDENTIALITY
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ARTICLE
10 INDEMNITY
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ARTICLE
10 FORCE MAJEURE
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ARTICLE
10 NOTICES
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ARTICLE
13 MISCELLANEOUS
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2
This
Business Transfer Agreement (the “Agreement”) is made and
entered into by and between the following parties as of July 1,
2010:
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(1)
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SMART LEAD ENTERPRISES
LIMITED (the “Transferor”), a limited
liability company duly incorporated and validly existing under the laws of
the British Virgin Islands with its address at X.X. Xxx 0000, Xxxx Xxxx,
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
and
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(2)
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VIVA RED COMPANY
LIMITED（the “Transferee”）, a limited
liability company duly incorporated and validly existing under the laws of
the British Virgin Islands with its address at X.X. Xxx 0000, Xxxx Xxxx,
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
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In this
Agreement, the forgoing parties shall be hereinafter referred to as a “Party”
respectively, and as the “Parties collectively.
Whereas:
A. The
Transferor is a limited liability company established in the British Virgin
Islands, which acquires various licenses of mobile phone game and entertainment
product and conducts value-add telecommunication business regarding to mobile
phone in Mainland China; The Transferee is wholly owned subsidiary of the
transfer;
B. In
order to engage in the proposed transferred business, Party A has executed
agreements as follows:
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1.
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the
Mobile Value-add Business (JAVA game, 3G mobile phone game and intelligent
3G mobile phone game platform business ) Cooperation Agreement (“Mobile Value-add Business
Cooperation Agreement”) executed with Hunan Internet and Value-add
Business Department of China Telecom Corporation Limited on April 29,
2009.
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2.
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the
Game Business Authorization and Agent Agreement of Smart Lead Enterprises
Limited.( the “Authorization and Agent
Agreement”, together with the Mobile Value-add Business Cooperation
Agreement, the “Hunan
Contracts”. The detailed content of Hunan Contracts please refer to
Exhibit 1 of this Agreement).
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C. The
Transferee is a limited liability company incorporated under the laws of British
Virgin Islands with its address at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx,
Xxxxxxx Xxxxxx Xxxxxxx.
The
Parties conclude the following terms in accordance with PRC laws and
regulations:
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Article 1
Definition
1.1 Definition. Except otherwise
required by this Agreement, the terms below shall have the following
meanings:
(1) “Business Proposed to be
Transferred” means any and all business contemplated under Hunan
Contracts
(2) “Trade Secret” means any
technical and commercial information concerning to the businesses proposed to be
transferred and all the information relevant hereto.
(3) “Hunan Contracts”, refer to
part B of the Whereas Terms.
(4) “New Executed Contracts” means the contracts,
term sheet and other documents (if any) relevant to the Hunan Contracts or
purporting to perform Hunan Contracts , which have been executed or
proposed to be executed by and between the transferor and any companies or
individuals in Mainland China
(5) “Intellectual
Property” means all the intellectual property regarding to the
Businesses Proposed to be Transferred, which has been currently authorized to or
proposed to be authorized to the Transferee，including but
limited to any game, program, software copyright, platform, domain name and
trademark. (only limited to the use right of xx.000xxxxxxxx.xxx in the
region of Hunan). The list of Intellectual Property authorized to the
Transferee at the date hereof is attached as Exhibit 2 of this
Agreement.
(6) “Year” means fiscal year, from
January 1 to December 31 of each year.
(7) “Security Interests” means any
mortgage, pledge, liens, restriction, priority, preemption, rights or interests
of the third party, any other security rights and any other similar preemptive
arrangements.
(8) “Force Majeure” means any event
unforeseen, unavoidable and beyond the control of the Parties, as a result of
which, the Parties are unable to perform all or part of the obligations of this
Agreement. Such events includes, but is not limited to earthquake, typhoon,
floods, fire, war and other events deem to be a Force Majeure in accordance with
international business practices.
(9) “Affiliate” means with respect
to a specific person, partnership, organization or entity directly indirectly
(through one or more agent) controlling, controlled by, or under common control
with, such Party from time to time. “Control” means ownership of absolute
majority shares of more than 50%, or comparative majority shares below 50%, or
dominant power trough agreements, director appointment and other non-agreements
ways.
(10) “Mainland China” means domain
within the territory of PRC, except for Hong Kong Special Administrative Region,
Macao Special Administrative Region and Taiwan.
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(11) “Domestic Company” means a
domestic limited liability company contractually controlled by a wholly foreign
owned enterprise which is established or acquired by the Transferee after
execution of this Agreement.
Article 2 Business
Transfer
2.1
The Transferor agrees to transfer and deliver to the Transferee, and the
Transferee agrees to acquire and accept from the Transferor, the business which
is proposed to be transferred, defined by Article 1 and free from any security
interests.
2.2 As
of the date hereof, except as otherwise provided by this Agreement, the
Transferor shall not, directly or indirectly, conduct the Business Proposed to
be Transferred and defined by this Agreement in Hunan Province, and shall not
execute any relevant contract and conduct any relevant negotiation. Except the
executed Hunan Contracts, all the contracts regarding to the Business Proposed
to be Transferred (including but not limited to the New Executed Contracts)
shall be executed in the name of the Transferee, and the Transferor shall do its
best to provide assistant to Transferee. Under the premise of consent by the
Transferee, the Transferor can continue to negotiate and contact with relevant
cooperation partner with respect to the Business Proposed to be Transferred,
however, upon a successful negotiation, the formal business contracts and other
documents shall be executed by and between the Transferee and the cooperation
partner, and the revenues arising from such business shall belong to the
Transferee.
2.3 No Liability: Except
Transferee’s prior consent in writing or otherwise provided in this Agreement,
the Transferee shall not be responsible for any liabilities arising from the
Business Proposed to be Transferred which has existed and occurred before the
date hereof. The Transferor shall continue to assume the liabilities regarding
to the Business Proposed to be Transferred which has existed and occurred before
the date hereof, including but limited to (a) any liabilities, debt, taxes and
expenses concerning to the Business Proposed to be Transferred which has existed
and occurred before the date hereof; (b) any pending litigation, arbitration ,
administrative penalty and other legal proceedings relevant to the Business
Proposed to be Transferred which has existed and occurred before the date
hereof; (c) any claims, liability, obligation, indemnity, loss, judgment ,
action, litigation, proceeding, arbitration against the Transferee by any third
party, arising from the Business Proposed to be Transferred which has existed
and occurred before the date hereof; (d) any indemnity claim with respect to the
product sold and service provided by the Transferor before the date hereof. In
the event of any litigation, arbitration, administrative penalty and other
proceedings, or any losses incurred arising from claims against the Transferor
by any third party, the Transferee shall inform the Transferor in time and the
Transferor shall provide reasonable assistance. The Transferor shall be
responsible for responding to litigation, dealing with relevant penalty and
legal proceedings, and indemnifying all the losses incurred by the Transferee
arising herefrom.
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2.4 Further Assurances: Nevertheless
the forgoing provisions, the Transferor agrees to take all the lawful and
reasonable actions, after any time of the date hereof, to let the Transferee to
enjoy the interests concerning to the Business Proposed to be Transferred
subject to this Agreement after the date hereof.
Article 3 Contracts Relevant to
Business
Proposed to be Transferred
3.1 Hunan Contracts
In order
to ensure the continuity of such contracts, concerning to current Hunan
Contracts, the Parties agree that parties of Hunan Contracts can temporarily not
be changed. The Transferor authorize the Transferee to perform and assume all
the obligations of Transferor contemplated under Hunan Contracts, and to enjoy
all the rights and interests contemplated under such Contracts. The Transferor
shall provide all the necessary assistance and cooperation to realize above
interests.
3.2 New Executed
Contracts: The new executed contracts which have been executed
by the Transferor or have been executed by any third party authorized by the
Transferor before the execution date shall be transferred to the Transferee.
After the execution date, upon confirmation of the Transferee, all the New
Executed Contracts shall be executed in the name of Transferee, and the
Transferor shall provide necessary assistance.
3.3 Revenue of Hunan
Contracts: The Parties agree that, as of January 1, 2010, all the
revenues arising from Hunan Contracts shall belong to the Transferee. The
Transferor shall issue a written notice to the other party within the time limit
required by Transferee, requesting the other party to pay any amount that shall
be paid after July 1, 2010 directly to the account designated by the
Transferee (or shareholders, any other affiliates of the Transferee, or any
other third party designated). In the event that the Transferor has issued
written notice to client, however, the client still pay such amount to the
Transferor (or shareholders, any other affiliates of the Transferor, or any
other third party designated), other than the account designated by Transferee,
the Transferor has the obligation to instantly inform the Transferee and to pay
relevant amount to the account designated by Transferee within 3 business days
upon receipt of such sum.
3.4 Further Transfer: The Parties
agree and confirm that, in accordance with PRC laws and regulations, the
Transferee can, within 90 days after execution date of this Agreement, establish
or acquire a wholly foreign owned enterprise in Mainland China as its wholly
owned subsidiary, and will contractually control a domestic limited liability
company through such subsidiary. Such Domestic Company shall have all the
governmental approval, registration, permits, authorization,
license.
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Article 4 Consideration
4.1 In
consideration that the Transferee is the wholly owned subsidiary of the
Transferor at the date hereof, the businesses, contracts, employees proposed to
be transferred shall be transferred for free and no consideration shall be paid
by the Transferee in any form.
4.2 Above
consideration shall be transmitted to the account designated by the Transferor
within 5 business days of the date hereof.
Article 5 Intellectual
Property
5.1 The
Parties agree that, all the Intellectual Property (including but not limited to
ownership and use right) regarding to the Business Proposed to be Transferred,
as now and proposed to be owned and used, including but not limited to any game,
program, software copyright, platform, domain name (only limited to the use
right of xx.000xxxxxxxx.xxx in the region of Hunan), and trademark, shall be
authorized to the Transferee for free, in a reasonable method accepted by the
Parties, to be exclusively used in the Business Proposed to be Transferred. The
authorization term shall be at least equal to the authorized use term acquired
by such Intellectual Property. The Intellectual Property relevant to the
Business Proposed to be Transferred, which is currently owned, used, and
authorized to be used by the Transferee are completely listed in Exhibit 2 of
this Agreement.
5.2 In
the event of a failure to use the forgoing Intellectual Property effectively for
the reason of the Transferor, or any losses or claims incurred by the Transferee
due to an infringement of any third party’s right by such Intellectual Property,
any losses arising herefrom shall be assumed by the Transferor.
5.3 The
Transfer shall do its best to obtain or promote the Transferee to obtain the
ownership of domain name of 189gameshop.com.for 189 website In the event that
the Transferor obtains the ownership of such domain name at any time after
execution of this Agreement, it shall instantly transfer such ownership to
Transferee for free.
Article 6 Representations and
Warrants
6.1 Representations and Warrants of the
Transferor: the Transferor hereby makes the following representations and
warrants to the Transferee at the date hereof:
(1)
The Transferor is duly incorporated and validly existing under the laws of the
British Virgin Islands;
(2) The
Transferor has the power to execute this Agreement and perform obligations
contemplated hereunder. This Agreement is legally binding to the Transferor upon
execution;
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(3) Neither
the Transferor’s execution of this Agreement, nor its performance of
obligations contemplated hereunder shall violate Articles of Association and
other constitutive instruments of the Transferor, or any laws, regulation,
rules, authorization or approval of any governmental authority, and shall
violate or conflict with any contract or agreement to which it is a
party;
(4) The
Transferor has the right to transfer all the ownership, disposition and
Intellectual Property of the Business Proposed to be Transferred to the
Transferee in accordance with this Agreement.
(5) Except
as otherwise provided in this Agreement, the Transferee shall obtain all the
rights, ownership and interests of the Business Proposed to be Transferred after
execution of this Agreement. Transferor shall not have any right or interest in
the Business Proposed to be Transferred and shall bear its own costs to execute
and make (or let other necessary parties to execute and make) all the necessary
agreements and instruments, and to take necessary action to obtain all the
governmental approvals, so as to ensure the transfer in this Agreement become
effective and enforceable.
(6) There
is no event or circumstance which has occurred or is reasonably expected to
occur and will have a material adverse effect to the transfer of the Business
Proposed to be Transferred and transaction contemplated hereunder.
(7) The
Transferor has complied with, has not violate or been noticed to violate any PRC
laws and regulations regarding hereto. None of any governmental authority has
taken or initiated any action, proceeding, hearing, investigation, suit,
accusing, request, requirement, notice and inquiry with respect to violation of
above laws and regulation.
(8) All
the important documents, representations and information owned by the Transferor
and relevant to the transactions contemplated hereunder have been fully
disclosed to Transferee, and none of the document provided previously to
Transferee includes untrue statement of a material fact, or omits to state any
material fact; The Transferor warrant that, the documents, representations and
information which have material adverse effect to its performance of the
obligations contemplated hereunder, or have material adverse effect to the
Transferee’s intention to executing this Agreement upon disclose, have been
fully disclosed to the Transferee. All the issues disclosed and materials
provided by the Transferor are true, complete and accurate in all the material
aspects and there is no material untrue or misleading statement.
(9) Business
Proposed to be Transferred shall be transferred without any encumbrance and
security interest.
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(10) As
of the date hereof, each contract relevant to the Business Proposed to be
Transferred: (a) is legitimate, valid, binding and enforceable to the Transferor
and other parities of such contracts, and has complete effectiveness in each
aspect; (b) there is no default or potential default exists in the
Transferor and such contracts, and there is no circumstances which possibly
leads to a default, contract termination, amendment or accelerating performance
arising from notice or time lapse. There is no circumstance which infringes
ownership, Intellectual Property and interests of any third party and leads to
any action, suits, proceeding, hearing, investigation, accusing, complaint and
other claims; (c) none of a Party intends to repeal or cancel any provision of
such contract; and (d) the Transferor has no reason to consider that the
provisions and services contemplated under such contract can not be provided or
may result in any losses to the Transferor.
(11) Information
attached as Exhibits of this Agreement is true, complete and accurate, and there
is no omits and conceal exists.
(12) In
the event of a failure to perform or completely perform the
obligations hereunder by Transferor, or any claims against the Business Proposed
to be Transferred after the execution date, which shall be attributable to the
reason of Transferor and require the Transferee to pay economic compensation or
to take relevant action, the Transferor has the obligation to take corresponding
action to eliminate or resolve above circumstances and to indemnify losses
incurred by Transferee upon the request of Transferee;
(13) The
Intellectual Property which is owned, used by the Transferor and is authorized
to be used by the Transferee, and is relevant to the Business Proposed to be
Transferred has not infringed and will not infringe Intellectual Property or
interests of any third party; There is no existed, pending or contingent action,
suit, proceeding, hearing, investigation , accusing, complaints and claims with
respect to the legality, validity, practicable, use right or ownership of the
Intellectual Property contemplated hereunder.
(14) In
the event that, at the execution date, there is any existed or contingent
liability, security interest, encumbrance, restriction and claims of any third
party on the Business Proposed to be Transferred, such liabilities will still be
assumed by the Transferor, other than the Transferee, after the execution
date.
(15) The
rights and interest which has been used for the Business Proposed to be
Transferred, or is essential to normally operating the Business Proposed to be
Transferred in the manner materially similar to which before execution date,
have been included in the Business Proposed to be Transferred and licensed
Intellectual Property;
(16) Representations
and warrants set forth in Article 6.1 shall be interpreted independently and
shall not be restricted and exclusded as a result of reference to any other
articles hereof or other agreements by and between the Parties.
6.2 Representations and Warrants of the
Transferee:
Transferee represents and warrants to Transferor as follows:
(1) The
Transferee is duly incorporated and validly existing under the laws of the
British Virgin Island;
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(2) The
Transferee has the power to execute this Agreement and perform obligations
contemplated hereunder. This Agreement is legally binding to the Transferee upon
execution;
(3) Neither
the Transferee’s execution of this Agreement, nor its performance of obligations
contemplated hereunder shall violate Articles of Association and other
constitutive instruments of the Transferee, or any law, regulation, rule,
authorization or approval of any governmental authority, and shall violate or
conflict with any contract or agreement to which it is a party
(4) After
transfer of Business Proposed to be Transferred to the Transferee subject
hereto, the Transferee shall continue to operate such business normally, perform
contracts relevant to Business Proposed to be Transferred, use Intellectual
Property according to law, and ensure to maintain regular operation of the
Business Proposed to be Transferred before transferring such business to
Domestic Company.
Article 7 Taxes and
Expenses
7.1 The
Parties shall respectively bear taxes and expenses regarding to transaction
contemplated hereunder and required by laws and regulations.
7.2 The
Parties shall respectively bear all the expenses regarding to negotiation,
preparation, execution of the Agreement and obtaining required approvals,
including expenses paid to legal counsel, interpreter and other professional
staff.
Article 8 Liability of
Default and Termination
8.1 Liability of Default: In the
event one Party breaches this Agreement or otherwise causes the non-performance
of this Agreement in part or in whole, the Party shall be liable for such breach
and shall indemnify all damages (including litigation and attorneys fees)
resulting therefrom. In the event that the Parties breach this
Agreement, each Party shall be liable for its respective breach of
contract
Article 9 Confidentiality
The
Parties acknowledge that any oral or written information exchanged among them
with respect to this Agreement is confidential information. The Parties shall
maintain the confidentiality of all such information, and without the written
consent of other Party, either Party shall not disclose any relevant information
to any third party, except in the following circumstances: (a) such information
is or will be in the public domain (provided that this is not the result of a
public disclosure by the receiving party); (b) information disclosed as required
by applicable laws or rules or regulations of any stock exchange; or (c)
information required to be disclosed by any Party to its legal counsel or
financial advisor regarding the transaction contemplated hereunder, and such
legal counsel or financial advisor are also bound by confidentiality duties
similar to the duties in this section. Disclosure of any confidential
information by the staff members or agency hired by any Party shall be deemed
disclosure of such confidential information by such Party, which Party shall be
held liable for breach of this Agreement. This section shall survive the
termination of this Agreement for any reason.
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Article 10 Indemnity
10.1
The Transferor hereby consents and warrants that, in the event of any claims ,
liability, obligation, compensation, deficit, judgment, action, suit,
proceeding, arbitration, levy, expense and losses (including but not limited to
suit expenses and attorney’s fees) incurred by Transferee arising from the
Transferor’s violation, false statement, non-performance of and non-compliance
with this Agreement (including any Exhibit hereof) or any representation,
warrant, covenant, other obligation and provision regarding to Business Proposed
to be Transferred and provided in any material, document and information
delivered according hereto, the Transferor shall indemnify the Transferee losses
arising herefrom and hold harmless the Transferee against such
losses.
10.2 The
Transferor hereby consents and warrants that, in the event of any claims ,
liability, obligation, compensation, deficit, judgment, action, suit,
proceeding, arbitration, levy, expense and losses (including but not limited to
the indemnity expenses, suit expenses and attorney’s fees and other fees assumed
and paid by the Transferee), including but not limited to all the absolute or
contingent debt, liability and claim which exists, engenders before execution
date and is raised at any time, with all the expenses and reasonable attorney’s
fees arising herefrom, or a value decrease of the Business Proposed to be
Transferred lead by establishment of any encumbrance on the Business Proposed to
be Transferred before the execution date, the Transferor shall indemnify the
losses arising from above issues.
Article 10 Force
Majeure
Any Party
of this Agreement shall not be liable for the losses of the other Party as a
result of delayed performance of the obligations arising from Force Majeure. In
the event of Force Majeure, the Parties shall immediately notify the other Party
and issue a document to effectively certify the occurrence of Force Majeure
within 15 days of its occurrence. The party suffering from a Force Majeure shall
use all reasonable endeavors to minimize the losses of such Force Majeure,
otherwise, the enlarged part of losses shall be assumed by such
party.
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Article 10 Notices
12.1 All
notices and other communications required or permitted to be given pursuant to
this Agreement shall be delivered personally or sent by registered mail, by a
commercial courier service or by facsimile transmission to the address of such
Party set forth below. Each notice shall also be sent by email. The
dates on which notices shall be deemed to have been effectively given shall be
determined as follows:
(1) Notices
given by personal delivery, by courier service or by registered mail, shall be
deemed effectively given on the date of delivery to the address set forth herein
or the date of rejection;
(2) Notices
given by facsimile transmission shall be deemed effectively given on the date of
successful transmission (as evidenced by an automatically generated confirmation
of transmission).
12.2 For
the purpose of notices, the addresses of the Parties are as
follows:
Transferor:
SMART LEAD ENTERPRISES
LIMITED
Address：0X, Xxxxxx Xxxxx,
0 Xxxxxx Xxxxxx, Tsim sha tsui, Kowloon, Hong Kong
Phone:
(000) 00000000
Facsimile: (000)
00000000
Attention:
Shi Sha Li
Transferee:
VIVA RED COMPANY
LIMITED
Address:
0X, Xxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Tsim sha tsui, Kowloon, Hong
Kong
Phone:
(000) 00000000
Facsimile:
(000) 00000000
E-mail: Shi
Sha Li
Article 13 Miscellaneous
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13.1
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Governing Law: The
execution, effectiveness, construction, performance, amendment and
termination of this Agreement and the resolution of disputes shall be
governed by the laws of PRC
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13.2 Disputes Resolution: In the
event of any dispute with respect to the construction and performance of this
Agreement, the Parties shall first resolve the dispute through friendly
negotiations. In the event the Parties fail to reach an agreement on
the dispute within 30 days after either Party's request to the other Parties for
resolution of the dispute through negotiations, either Party may submit the
relevant dispute to the China International Economic and Trade Arbitration
Commission for arbitration, in accordance with its then effective arbitration
rules. The arbitration shall be conducted in Beijing and the
procedure of which shall be a general procedure other than a summary
one. The arbitration award shall be final and binding on the
Parties.
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13.3 Entire Agreement: This
Agreement referred to herein constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof, which shall substitute all the
oral, written, explicit or implied agreements, convention, representation and
provision made by the Parties before the date hereof.
13.4 Amendment and Supplement to this
Agreement: This Agreement may be amended or supplemented in a written
form by the Parties. Such written amendment agreement and/or supplementary
agreement executed by the Parties are an integral part of this Agreement, and
shall have the same legal validity as this Agreement.
13.5 Waivers: Any behavior of
non-exercise or delayed exercise of any rights or remedy provided by this
Agreement, amended and supplementary agreement shall not be deemed as a waiver;
any single or part exercise of the forgoing rights or remedy shall not hinder
further exercise of such rights or remedy.
13.6 Severability: If any
provision of this Agreement shall be determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby
13.7 Exhibit: The exhibits hereto
shall be an integral part of this Agreement and shall have the same legal
validity as this Agreement.
13.8 Language and
Version: This Agreement shall be written in Chinese language in four
copies, each Party having two copies with equal legal validity. Each copy shall
be deemed as originals and the same version.
13.9 Effectiveness: This Agreement
shall become effective upon the execution of this Agreement by authorized
representatives of the Parties as of the date first above
written.
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The
following exhibits shall be an integral part of this
Agreement
Exhibit
1：Hunan
Contract
Exhibit
2: List of Intellectual Property Authorized to be Used by the
Transferee
[The remainder of this page has
intentionally been left blank]
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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Agreement as of the date first above written.
Transferor:
SMART LEAD ENTERPRISES LIMITED
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Signature
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Name :
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Title
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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Agreement as of the date first above written.
Transferee:
VIVA RED COMPANY LIMITED
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Signature
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Name :
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Title
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Exhibit
1：Hunan
Contracts
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Exhibit
2: List of Intellectual Property Authorized to be Used by the
Transferee
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