A G R E E M E N T
PARTY A: The Guangzhou Baiyun International Airport Company Limited
(hereafter "Party A")
PARTY B: The Guangzhou Chuangrun Media Company Limited (hereafter "Party B")
Based on the [Contract Law of The People's Republic of China] and other
related rules and regulations, under equal and mutual benefit basis; Parties A
and B hereby signs the Guangzhou Baiyun International Airport Bus Waiting Areas
A and B scrolling light box advertising contract, for both sides to abide to.
Chapter 1 - Definitions
Item 1 For this contract and other related appendices, the definitions of the
following terms and meanings are set as follows:
1. "One side" means the Guangzhou Baiyun International Airport Company
Limited or the Guangzhou Chuangrun Media Company Limited.
2. "Both sides "mean the Guangzhou Baiyun International Airport Company
Limited and the Guangzhou Chuangrun Media Company Limited.
3. "This Contract" means the executed Guangzhou Baiyun International
Airport Terminal Bus Waiting Areas A and B scrolling light box
advertising contract.
Chapter 2 - The Contract Parties
Item 2 The contract parties are:
1. The Guangzhou Baiyun International Airport Company Limited
(hereafter "Party A") is incorporated under China Law and is a legal
entity of good standing.
Legal Address: China Guangzhou City Baiyun District
Renhe Township
Legal Representative: Xxxxx Xxxxxxx
Position: Chairman
Nationality: Chinese
2. The Guangzhou Chuangrun Media Company Limited (hereafter "Party B")
incorporated under Chinese Law and is a legal entity of good
standing.
Legal Address: 000 Xxxxx Xxx Xx Xxx Xxxxx
Oceran Petroleum Building Room 0000
Xxxxxxxxx, Xxxxx
Legal Representative: Xxx Xxxxxxxx
Position: General Manager
Nationality: Chinese
Chapter 3 - Scope
Item 3 Party B to install scrolling advertising light boxes at the Bus Waiting
Areas A and B of the New Guangzhou Baiyun International Airport. Total initially
set at 50 boxes (actual number according to installation), dimension 1.5 x 1
(M).
Chapter 4 - Contract Format
Item 4 Contract terms
1. Party A supplies installation locations.
2. Party B invest in the scrolling advertising light boxes and
installation costs, and will test install a sample unit at a
designated location.
3. After Party A accepts the sample machine, Party B is responsible to
invest in all the scrolling advertising light boxes and installation
costs, and will work according to time allotted by Party A.
Item 5 Term
Party B is granted a 10 year term starting from the date of this contract
(extendible for another 10 years).
Item 6 Operating Format
After Party A accepts the scrolling advertising light boxes, Party B is granted
the advertising and media rights for 10 years.
Chapter 5 - Rights and Responsibilities
Item 7 Party A's Responsibilities
1. Supply the test installation site for the scrolling advertising
light boxes inside the Guangzhou Baiyun International Airport
Terminal Departure Hall corridors A-B, and contribute technical
assistance.
2. Supply the final installation sites for the scrolling advertising
light boxes inside the Guangzhou Baiyun International Airport Bus
Waiting Areas A and B.
3. Assist Party B in installation and fine tuning the light boxes.
4. Guarantee the legality of placement of the light boxes, so that
Party B can legally operate.
5. Assist Party B in all related applications.
6. If Party A wants to have more light boxes, Party B will continue to
invest, install and operate according to this contract, with new
management fees in proportion to the existing schedule.
Item 8 Party A's Rights
1. To demand full management fees from Party B.
2. The right to approve an advertisement design and reject any unlawful
advertisement, whether it be against advertising law, or social
ethics, or detrimental to the image of the Guangzhou Baiyun
International Airport.
3. Compel Party B to obey the strict rules of the Fire Department,
safety, environmental, health, and advertising management.
Item 9 Party B's Responsibilities
1. Install a sample unit of the scrolling advertising light boxes at a
location designated by Party A for Party A's approval.
2. After Party A accepts the sample machine, Party B will install the
scrolling advertising light boxes at locations designated by Party
A. At any time if Party A needs to adjust the locations
(non-advertising related), Party B has to follow.
3. Guarantee the advertising and media operations of the light boxes,
contents and procedure to be according to law.
4. During the term of the contract, the advertising and media
operations stay with Party B, can not be transferred or assigned.
5. According to the terms of this contract, pay Party A management fees
on time.
6. Protect and care for equipment and supplies supplied by Party A,
responsible for equipment's security and maintenance.
7. Enter into contract with Party A concerning electricity and
maintenance, and pay maintenance fees on time to Party A.
8. During the term of the contract, get Party A's approval on contents
of the advertisements.
9. During the term of the contract, Party B will accept Party A's
management, supervision and coordination.
10. Onsite workers to adhere to the rules and regulations of the
airport.
Item 10 Party B's Rights
1. Manage and operate the advertising and media business of the
scrolling advertising light boxes at the New Guangzhou Baiyun
International Airport Bus Waiting Areas A-B, to get advertising,
design and put up the advertising.
2. During the term of the contract, Party B can operate the business
according to market conditions and promotions. It is responsible for
all economic and legal consequences.
3. After the term of the contract, Party B can have preferential
treatment for further light box advertisements.
Chapter 6 - Management Fee
During the term of the contract, Party B will pay Party A 120,000 RMB (One
Hundred and Twenty Thousand Renminbi) in management fees per light box per year
for Years 1 to 3. 180,000 RMB (One Hundred and Eighty Thousand Renminbi) for
Years 4 to 6; and 240,000 RMB (Two Hundred and Forty Thousand Renminbi)
thereafter to the end of the contract.
Chapter 7 - Payment of the Management Fees
Item 11 Within 15 days of this contract, Party B will pay 6,000,000 RMB (Six
Million Renminbi) to Party A, as a contract deposit from B to A.
Item 12 Management fees are due every 6 months, payable every 6 months. Party B
will deposit to a bank account designated by Party A before the 7th of that
month.
Item 13 The first management fee is due 7 days after the acceptance of the test
light box by Party A (according to written notice by Party A); if the 7th day of
the third month falls on a holiday, then the payment is due two days after the
holiday.
Chapter 8 - Contract Violation Responsibilities
Item 14 Party B is in violation is it does not pay the full contract deposit to
Party A within 15 days of signing this contract. Party A has the right to
terminate the contract.
Item 15 Party A is in violation if 15 days after receiving the full contract
deposit from Party B and does not provide a test installation site for Party B
to install the test scrolling advertising light box. Party A has to return
whatever payment is made together with penalties.
Item 16 Party B has to pay Party A management fees on time. If Party B is late,
on top of the management fee, also required to pay a 0.05% daily late charge. If
late over 1 month, then Party B is in violation, Party A has the right to
terminate the contract and keep whatever guarantee payment is made.
Item 17 During the term of the contract, in order to protect the spirit of the
contract, if either party needs to terminate the contract and it is not force
majeure, it has to give 30 days notice to the other party, otherwise the party
is in violation and is responsible to compensate the other party for its
economic loss.
Item 19 During the term of the contract, Party B will operate legally, and not
harm Party A's interest. If Party B causes damage to a third party due to any
violations to rules, regulations and this contract, Party B is responsible for
all its consequences. If such acts cause economic or reputational damage to
Party A, Party A has the right to terminate the contract and keep whatever
payment is made, as well as ask for damage payments.
Chapter 9 - Force Majeure
Item 20 Force Majeure refers to events or effects that cannot be reasonably
anticipated or controlled by either party, including: natural disaster, war,
disastrous incidents, governmental rulings and exceptional airport operational
or environmental requirements.
Item 21 If either side cannot carry out all or part of its responsibilities due
to force majeure, it has to notice the other side within 7 days, together with a
detail report and associated proof.
Item 22 If force majeure is declared, the parties should try to resolve the
situation and resume normal operations. If the force majeure causes either or
both sides to unable to carry out its responsibilities for over 60 days, then
either side can terminate this contract by notifying the other side in writing
and no damages have to be paid.
Item 23 At the termination of this contract, Party A will return the whole
contract deposit to Party B without interest, if it is not returned in time,
then Party A has to pay a 0.05% daily interest to Party B.
Chapter 10 - Contract Cancellation, Termination and Early Termination
Item 24 Either side cannot terminate this contract unless it is force majeure.
If both sides decide to terminate this contract, there has to be a one month
notice to execute the termination.
Item 25 If both sides cannot come to agreement regarding termination, Item 27
will apply.
Item 26 With 30 days of the term of this contract, if both sides agree to extend
the contract, a new contract will be signed.
Chapter 11 - Dispute Resolution
Item 27 If disputes arise during the term of the contract, both sides should try
to resolve the dispute through friendly negotiations. If dispute persist, either
side can take the dispute to local court in Guangzhou.
Chapter 12 - Changes and Effective Date of the Contract
Item 28 This contract is effective upon signing by both parties, and will
continue regardless of change in personnel. All changes and alterations are
subject to negotiations by both parties, and signed and sealed by legal
representatives of both parties. Any changes and alternations will form
attachments to this contract and becomes an undetachable part of this contract.
Item 29 There are 8 copies of this contract, Party A holds six, Party B holds
two, effective after signature and sealed by both parties, all copies carry the
same legal stature.
Party A: Guangzhou Baiyun International Airport Company Limited
Legal Representative: Xxxxx Xxxxxxx
Signed and Sealed
Date: March 11, 2005
Party B: Guangzhou Chuangrun Media Company Limited
Legal Representative: Xxx Xxxxxxxx
Signed and Sealed
Date: March 11, 2005
This Contract signed in Guangzhou
