EXHIBIT 10.18
Translation
COOPERATION AGREEMENT
Between
Hunan TV Station
And
Beijing Perspective Orient Movie and Television Intermediary Co., Ltd.
Changsha, Hunan
October 2004
COOPERATION AGREEMENT
Party A: Hunan TV Station
Legal representative: XXXXXX, Xxxxxxxx
Address: Gold Eagle Mansion, Changsha, Hunan Province
Postal Code: 480003
Tel: 0000000
Fax: 4801207
Party B: Beijing Perspective Orient Movie and Television
Intermediary Co., Ltd.
Legal representative: LIU, Shabai
Address: Xxxx. 0, Xxxx Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx
Postal Code: __________________
Tel: __________________
Fax: __________________
In accordance with the Contract Law of the People's Republic of China
("PRC") and related laws and on the basis of voluntariness, equality and mutual
benefits between both parties, Party A and Party B have hereby reached an
agreement on jointly producing and broadcasting the TV program "Fortune 7:00
A.M.". The parties entered into this agreement in Changsha of Hunan Province.
1. Basic Cooperation Structure
1.1 Name of the Program: "Fortune 7:00 A.M.". Party B is responsible for
planning and production, and Party A is responsible for review and
broadcasting.
1.2 Length of the Program: 30 minutes
1.3 Broadcasting Channel: Huanan Satellite TV
1.4 Broadcasting Time: 07:00-07:30am, Monday-Friday every week. Holidays
and the days when stock markets are closed are excluded.
1.5 Content of the Program: financial information.
1.6 The term of cooperation is three years. But the agreement is signed on
yearly basis.
2. Representations and Warranties
2.1 Both parties are business entities duly registered within the
territory of PRC with independent legal person status and the capacity
of executing the Agreement and bearing related obligations herein.
2.2 This Agreement shall not become void due to personnel changes of legal
representatives and the undersigned of both parties, and shall not be
affected by mergers or restructuring of both parties within the term
of the Agreement.
2.3 Both parties shall undertake the obligation to keep the commercial
secrets of the other party they may learn or have access to through
signing or fulfilling this Agreement in strict confidence. Neither
party is allowed to disclose or transfer the secrets to any third
party or permit the third party to disclose or transfer the secrets
for any purpose without
the written consent of the other party.
3. Basic Requirement for Cooperation
3.1 Party B promises to provide the Program to Party A with guaranteed
quality and quantity, timely and exactly as agreed in this Agreement.
Party A promises to broadcast the Program produced by Party B on time
and on the exact amount of content as agreed in this Agreement.
3.2 Party A and Party B should cooperate closely to guarantee that the
Program has the right guidance, healthy contents and standard
production and broadcasting, which will meet the requirements of
channel orientation and brand orientation of Hunan Satellite TV.
3.3 After "Fortune 7:00 A.M." enters into Hunan Satellite TV, it will be
brought under Hunan Satellite TV's channel management and promotion
management. Routine programs' management on subject review, program
review, program broadcasting and post-broadcasting evaluation will be
carried out according to the relevant regulations of Hunan TV Station.
Significant subjects or significant activities shall be carried out
only after approvals have been obtained in accordance with relevant
regulations of Hunan Radio and TV Administration Bureau and Golden
Eagle Broadcasting System.
3.4 Party A is responsible for the Program's subjects and publicity
wordings of "Fortune 7:00 A.M.". Party B is responsible for the
Program's contents, and is totally responsible for grasping of the
fiscal and financial policies, laws and regulations of the state .
Except for the responsibilities of channel management and promotion
management agreed herein, Party A shall not be held liable for any
obligations arising from program production, producing and
broadcasting. .
3.5 As a mass media practice, Party B guarantees the authority,
objectivity, fairness and equality of the Program's contents. Party B
also guarantees that the Program will not be used as a platform and
tool for any organization to acquire improper benefits. Party A has
the right to supervise the back-stage operation according to the
interests of the channel and the public.
4. Advertising and Other Commercial Benefits
4.1 The Program is solely invested and produced by Party B, but both
parties own the copyright of the Program. The brand of "Fortune
7:00A.M." program belongs to Party A.
4.2 Party A has the power of final review over the Program and the right
of broadcasting.
4.3 The naming advertisement of the Program will be operated by Party B
with revenue belonging to Party B. The commercials in-between the
Program shall be jointly operated by both parties, and the
advertisement contracts should be signed by both Party A and Party B,
with revenue equally shared by both parties. Hunan Satellite TV will
operate other value-added services including short message service of
the Program, with revenue equally shared by both parties.
4.4 Party B will pay RMB three million (RMB3,000,000) every year to Party
A as the fee for occupying the channel resources by Party A. Party B
will first pay RMB one million (RMB1,000,000) to Party A within one
week after the execution of the Agreement, and pay the next RMB two
million (RMB2,000,000) to Party A prior to July 31, 2005.
5. Party A's Rights and Obligations
5.1 As the co-producer and the party responsible for broadcasting "Fortune
7:00A.M.", Party A has the rights of operating commercials in-between
the Program, and the rights of reviewing and adjusting the Program.
(The rules for reviewing and broadcasting the Program are attached in
the Schedule.)
5.2 Party A has the right to express its opinions on planning and
production of the Program. If the Program has not reached the expected
rating target within three months, Party A has the right to adjust the
length and broadcasting time of the Program.
5.3 Party A should guarantee the Program to be broadcasted in Hunan
Satellite TV as per this agreement, and, in the meanwhile, guarantee
the Program of "Fortune 7:00A.M." to enjoy the same treatment as other
programs of Hunan Satellite TV Channel in connection with channel
promotion and publicity.
5.4 Party A should timely provide the rating data report of the Program in
Hunan Satellite TV to Party B.
6. Party B's Rights and Obligations
6.1 As the investor and co-producer of "Fortune 7:00A.M.", Party B is
entitled to the Program's naming operation. But the naming enterprise
and brand should be approved by Party A with signature. In the case
that the returns of naming advertisement involve channel resources
other than this Program, it shall be subject to written consent of
Party A.
6.2 Party B has the right to independently carry out the production
according to the Program planning plan and working process accepted by
both parties.
6.3 Party B is obliged to send the Program to Party A for review 9 hours
in advance according to the production standards accepted by both
parties.
6.4 Party B should hit the viewing rating target within 3 months as
follows: 7:00-7:30A.M of Hunan Satellite TV, the anticipated national
market viewing rating of 0.1% and viewing shares of 1%, or ranking
among top five in the whole country in this time period.
6.5 Party B should coordinate with Party A to package, promote and
publicize the Program.
7. Event of Default
7.1 Both parties shall earnestly perform their respective responsibilities
herein, and the default party should undertake the liability for
breaching the agreement. If one party suffers losses due to the
default of the other party, the breaching party shall compensate the
other party correspondingly.
7.2 As for matters not covered in this agreement, both parties shall
settle them through negotiation. In case the negotiation fails, the
issue can be brought to the People's Court of the place where the
agreement is signed.
Article 8 Ancillary Rules
8.1 The duplicates or alteration of the Agreement are invalid.
8.2 The Schedule to this Agreement has the same legal force as the
Agreement.
8.3 If there is any amendment to the Agreement during its effectiveness,
it shall be approved by both parties in writing. (The faxed documents
with official seals of both parties can be
taken as the approval.) Otherwise, the altered part is void.
8.4 In case of force majeure and the performance of the Agreement is
affected, it shall be settled by both parties through amicable
negotiation as per laws.
8.5 The Agreement shall become effective upon the signatures and seals
affixed by both parties.
8.6 The Agreement is made in four counterparts, with each party holding
two, each of which has the same legal force.
Schedule: Working Rules on Reviewing and Broadcasting the Program "Fortune
7:00A.M."
Party A: Hunan TV Station [Company chop of Hunan TV Station]
Legal Representative or Authorized Deputy: /s/ XXXXXX Xxxxxxxx
----------------------
Date:
-------------------------------
Party B: Beijing Perspective Orient Movie and Television Intermediary Co.,
Ltd. [Company chop of Beijing Perspective Orient Movie and Television
Intermediary Co., Ltd.]
Legal Representative or Authorized Deputy: /s/ LIU Shabai
----------------
Date:
-------------------------------
Schedule: Working Rules on Reviewing and Broadcasting the Program "Fortune
7:00A.M."
To ensure performance of the cooperation agreement signed between Hunan TV
Station (Party A) and Beijing Perspective Orient Movie and Television
Intermediary Co., Ltd. (Party B), and the stable, orderly and high-efficient
operation of the Program "Fortune 7:00A.M.", the working rules are hereby
formulated by both parties through negotiation.
1. Application for selection of topics in the Program
According to related regulations on publicity management of Party A, the
procedure of topic selection shall be carried on all the programs produced by
Hunan TV Station itself, and only the examined and approved subjects can enter
into follow-up production. In compliance with the management regulations on
self-produced programs of Party A, Party B should inform Party A of the
selection of topic of the Program before each issue of the Program "Fortune
7:00A.M.". As for the Program produced with the topic that has not been reviewed
by Party A, Party A has the right not to review or broadcast it.
The contents of Subject application include: information of that issue of
program (rolling caption included), program guest and his or her main
viewpoints, program topic, and periodic significant planning report or
activities of the Program and so on.
Subject reporting time: 19:00-20:00 from Sunday to Thursday each week.
Contact departments for subject reporting: the contact department of Party
A is the Promotion Management Office of Hunan TV Station, and that of Party B is
Program Team of "Fortune 7:00 A.M.".
Subject examination: within the stipulated subject-reporting time, Party A
shall arrange special personnel to review the subject of Party B, and inform
Party B of the review results of each issue of program before 20:30 in general
conditions.
2. Program Review
In compliance with the related regulations on propaganda of Party A, the
three-level review system is strictly carried out on the Program "Fortune 7:00
A.M.". At the first level, the Program "Fortune 7:00 A.M." principal or the
person designated by Party B takes charge of the review of that issue of
program; at the second level, the Promotion Management Office of Party A
performs the function on behalf of the center or department-level office; at the
third level, the station leader of Party A shall have special personnel review
the Program, and in the case of review failure due to some reason, it shall be
carried by the station leader who is in charge of news. As for the Program that
has not passed by the three-level review, the Chief Editor Office shall not
arrange its broadcasting.
Program tape for review: Party B shall arrange special personnel to record
the Program of "Fortune 7:00 A.M." for review each evening and send it to the
Promotion Management Office of Party A before 22:00, and that issue of the
Program shall be reviewed by the special personnel
assigned by the Promotion Office. After approval by the aforesaid office, Party
B shall timely contact station-level leaders to review the tape. In the course
of review at the second and third levels, Party B must assign special personnel
on site for timely feedback and alteration. Upon passing final review, the tape
shall be sent by the special personnel of Party B to the Broadcasting Department
of the Chief Editor Office.
When the Program is sent for review, the personnel of Party B should have
the topic selection application materials of that issue of program as well as
the opinions of the first-level review by Party B prepared, otherwise the
Promotion Management Office can refuse to review the tape.
In the course of review, Party B should alter the Program according to the
review opinions when Party A puts forth its alteration comments to the Program.
3. Program Broadcasting
Under common circumstances, Party B should send the tape for the next
morning's Program to the Broadcasting Department of the Chief Editor Office of
Party A before 23:30. If the tape cannot be timely delivered due to special
circumstance, Party B should inform the Broadcasting Department before the
aforesaid deadline in order to adjust the uploading arrangements. In the course
of uploading the Program of "Fortune 7:00 A.M.", the broadcasting department
shall make the final review. In accordance with the management regulations of
Party A, if the Broadcasting Department finds out significant problem in the
Program, both parties should jointly reward the Department.
After the Program is broadcast, the broadcasting tape shall be kept by the
tape bank of the Chief Editor Office according to stipulations of Party A.
