Exhibit 10.69
Agreement
Party A: Shanghai
Broadband Network Inc.
Address: Suite 1212-1214,
Xxxxxx Commercial Building, 000 Xxxxxxxx Xxxx, Xxxxxxxx
Phone: 00-00-00000000
Fax: 00-00-00000000
Party B : Shanghai Bozheng
Education Technology Co. Ltd.
Address: Xx0-0 Xxxxxxxx
Xxxx, Xxxxxxxx
Phone: 00-00-00000000,
00000000
Fax: 00-00-00000000
Party A and Party B have this
agreement on the distribution of “New courses of primary school multi-media English
class system” which was developed by party A.
1. Product Name
| |
“New
courses of primary school multi-media English class system” |
2. Product Price
| 1 |
This
product is an internet based education system. The subscriber can acquire the education
contents via internet by paying the annual fee. Retail price: XXX 00000/ 3 years/per
school. The price adjustment should be based on the written notice by party A. |
| |
a) |
If the system is installed on the network of district education information
centre for serving up to 20 schools, the price is RMB160000/per district. For
extra school other than 20, the single station price is XXX 0000/xxx school; if
the system is installed on the campus network, the price is XXX 0000/xxx school. |
2
3. The distributor
qualification and the distribution area
| 1 |
Party
B shall have the qualification of juridical person and shall provide the copy of its
business certificate to party B. |
| 2 |
Party
B apply the distributor qualification of “New courses of primary school multi-media
English class system”, which developed by party, for the area of 10 districts in
Shanghai, including Zhabei, Yangpu, Changning, Hongkou, Xuhui, Jinshan, Jiading, Minhang,
etc. . |
4. Distribution Term
The distribution term is 2 years,
from _day_month 200X to _day_month 200X, in this term party A will evaluate the business
performance of party B every semester (April and October) and the renewal of the
distributor certificate will be based on the evaluation result.
5. Obligations and
Rights of Both Parties
| 1. |
Rights
and responsibilities of Party A |
| |
A) |
For
the market development and the interest of both parties, party A should keep
the consistency of the retail price. Before the price changing, Party
A should inform party B in written form or discuss with party B. |
| |
B) |
Party
A should provide party B customer service. Party A should provide training
to party B’s subscribers (at least once a semester) on education
methods and skills of this system. |
| |
C) |
Party
A has the right to retail the product in party B’s distribution area. |
| |
D) |
Party
A promises that no other distributors will be developed for this product
in party B’s distribution area. If other distributors are found
selling the same product in party B’s distribution area, party A
should stop providing the products and let the buyer know that party
B is the distributor in this area. |
| 2 |
Rights
and responsibilities of Party B |
| |
A) |
Party
B should only implement the wholesale business in the specified area and
retail is not allowed. If party B sells the products outside its area
or retails the products in its area, once confirmed, party A has the
right to terminate this contract and party B should take the
responsibility for the default. |
3
| |
B) |
It
is Party B’s responsibility to provide the evidence on the wholesale
business done by other distributors in its distribution area. Party A
should investigate and once it’s confirmed, after the deduction
for the cost of investigation, 80% of the rest of reparation should
be given to party B as the reward. |
| |
C) |
Party
B should keep the price specified in this contract. Any price change based
on the market changing should be discussed with party A and get the
approval from party A in written form. |
| |
D) |
Party
B promises to implement the wholesale business only in the areas specified
in this agreement, no distribution in other areas. |
| |
E) |
Party
B shall be responsible for the business development and customer service
(not including technical problem) in its distribution area. If party
B needs support from party A, party B should apply in written form in
advance by 5 days. |
| |
F) |
Party
B shall not copy or change the content of party A’s products. Party B
should not sell pirated products. |
| |
G) |
If
party B decides to quit the business, party B should inform party A in
written form in advance by 1 month so party A has time to prepare for
taking over the business in this area |
| |
H) |
Party
A will not take any responsibility for any legal or business dispute
between party B and final user in party B’s distribution area,
unless the problem is due to the copyright of the products, the
products content and the product quality. |
| |
I) |
Party
B should ensure the sales amount based on the market analysis, which is no
less than RMB1,600,000 per semester, otherwise party A has the right
to terminate the service specified in this agreement. If party B
achieves the above mentioned sale amount, party B will have the
priority for the distribution contract for next term (year) |
| |
J) |
Party
B shall provide party A monthly sales report and customer information
feedback, party A should provide the instruction and suggestions
based on these information and party B shall cooperate. |
| |
K) |
Party
B promises to undertake the expense of advertisements in its distribution
area. |
6. Order and Payment
| 1 |
For
starting the business quickly, party B should pay the down payment RMB 80,000 to party A
within 7 days from the day this agreement goes into effect. In this 80,000 down payment,
RMB 30,000 is the safety deposit and will be returned to party B when the contact term is
finished without default, other RMB50,000 is the payment for the products provided by
party A. |
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| 2 |
Party
B should fill the standard purchase form provided by party A for the products and service
purchasing, stamp on the form and fax to party A. |
| 3 |
Party
A should verify the contents of the form with party B after receiving the purchase order. |
| 4 |
Party
B should pay 30% of total purchase amount to party A’s account within 3 days after
the order is confirmed, and fax the transaction evidence to party A. |
| 5 |
Party
B should pay 20% of total purchase amount to party A’s account within 3 days after
the system is installed, and fax the transaction evidence to party A. |
| 6 |
Party
B should pay 50% of total purchase amount to party A’s account within 3 months after
the system is installed, and fax the transaction evidence to party A. |
| 1. |
3
Days after receiving the transaction evidence, Party A should start to install
the system for final user. |
| 2. |
When party B applies for the installation service, if the system is installed on
the network of the district education information centre, party A shall pay the
transportation of the service person. If the system is installed on the campus
network, party B shall pay the transportation of the service person. |
| 8. |
Advertisement
Brochures |
| 1. |
Party A should provide party B advertisement brochures with no extra charge
(less than 100 pieces) |
| 2. |
Party A shall be responsible for the delivery of the advertisement materials. |
| 1. |
Without the permission from party A, if party B copy, pirate or change the
product contents provided by party A and once it is confirmed, party B shall pay
the reparation (RMB1,000,000) and also take the legal responsibility, and the
contract will be terminated. |
| 2. |
It is Party B’s responsibility to report the pirated products in its
distribution area. 80% of the reparation should be given to party B as the
reward after the deduction of the investigation cost |
| 3. |
Without the permission from party A, party B is not allowed to do audio and
video recording during the training course. If party B needs audio and video
information, party A will do the audio and video recording and sell to party B
with cost price. This is to protect party A’s copyright. |
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| 9. |
Confidential information |
| |
Both
Parties shall not disclose the business secrets obtained from the implementation of this
agreement, and only use them for this agreement. |
11.1 If any party disobeys any
item of this agreement, the obedience party has the right to ask for the
reparation RMB_______.
11. Force majeure
| |
If
either party of this agreement fails to perform all or part of its obligations under this
agreement under the force majeure, it should not be considered such party violates the
obligation under this agreement. The force majeure includes, but not limited to, war,
fire, earthquake, flood and the change of the education policy or other factor out of the
control of the affected party. |
12. Contract modification
| |
Along
with the market and policy changes, this contract can be modified based on the discussion
of both parties. |
13. Dispute resolution
| |
Both
parties shall negotiate any dispute occurred in terms of this agreement or its performance
in friendly manner; in case no settlement can be reached through the negotiation, either
party may send the arbitration request to Shanghai Arbitration Committee. The arbitration
result will be final. |
14. Effect of this
agreement
| |
This
will take effect with the signatures and stamps of both parties, regardless of the
notarization. |
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15. Other Items This
agreement has 3 copies, 2 for party A and 1 for party B.
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| Party A: Shanghai Broadband Network Inc.
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Party B : Shanghai Bozheng Education Technology Co. Ltd.
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(stamp) (stamp)
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| Authorized representative::
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Authorized representative::
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| Handling person :
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Handling person :
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| Date:
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Date:
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