EXHIBIT 4.34
BILLING TECHNOLOGY LICENSE AGREEMENT
Between
NANJING XXXXXX NETWORKING CO., LTD.
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
BILLING TECHNOLOGY LICENSE AGREEMENT
THIS BILLING TECHNOLOGY LICENSE AGREEMENT (this "Agreement") is entered into on
December 28, 2004, in Shanghai, by and between Nanjing Xxxxxx Networking Co.,
Ltd. ("Nanjing Xxxxxx"), a domestic company organized and existing under the
laws of the People's Republic of China (the "PRC"), and Shengqu Information
Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned company organized and
existing under the laws of the PRC.
1 DEFINITIONS
Except otherwise specifically defined in this Agreement or unless the context
requires otherwise, the terms used in this Agreement shall have the meanings as
set forth below:
1.1 "Term" shall be the duration of this Agreement stated in Article 2.3
hereof;
1.2 "Billing Technology" shall mean technology information, know-how, design,
drawing, process, method, data, program and other information that have
been existing on the date of this Agreement or will be developed in the
future, on case-by-case basis, as agreed by the Parties. "Billing
Technology" may be in writing or other appropriate forms and will be
licensed by Shengqu to Nanjing Xxxxxx under this Agreement. Details of
Billing Technology are described in Appendix 1 attached hereto.
1.3 "Parties" shall mean both Nanjing Xxxxxx and Shengqu, and a "Party" means
either one of them.
1.4 "PRC" shall mean the People's Republic of China, and, for the purpose of
this Agreement, excluding Taiwan, Hong Kong and Macau Special
Administrative Regions.
1.5 "Licensed Region" shall mean Shanghai, Zhejiang, Jiangsu, Anhui, Fujian,
Jiangxi, Shandong, Henan, Hubei, Hunan, Guangdong, Guangxi and Hainan.
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2 GENERAL TERMS
2.1 Shengqu hereby agrees to non-exclusively license the Billing Technology to
Nanjing Xxxxxx and Nanjing Xxxxxx hereby agrees to obtain such license
from Shengqu pursuant to the terms and conditions of this Agreement.
2.2 Unless otherwise agreed by Shengqu in writing, Nanjing Xxxxxx shall not
acquire identical or similar technology license from any third party.
2.3 This Agreement shall be effective upon the execution hereof by the
authorized representatives of the Parties and shall remain effective for a
period of one (1) year.
2.4 The licensed technology hereunder is described in Schedule A hereto. The
Parties may jointly make adjustment to Schedule A after the date of this
Agreement.
3 LICENSE
3.1 In consideration of the payment of the license fee by Nanjing Xxxxxx and
the covenants made by Nanjing Xxxxxx under this Agreement, Shengqu hereby
grants Nanjing Xxxxxx a license, to allow Nanjing Xxxxxx to use the
Billing Technology in the Licensed Region; the Parties acknowledge that
the territory of said license shall be the Licensed Region only.
3.2 Nanjing Xxxxxx hereby agrees to use the Billing System in accordance with
the terms and conditions of this Agreement. It is further acknowledged
that, without the written consent of Shengqu, Nanjing Xxxxxx shall not
sublicense or transfer the Billing Technology to any third party.
3.3 During the term of this Agreement, Nanjing Xxxxxx has the right to
indicate, in advertisements and promotion materials in connection with
online games, that the Billing System is licensed by Shengqu to Nanjing
Xxxxxx.
3.4 The license for the Billing Technology granted by Shengqu to Nanjing
Xxxxxx
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shall not be construed as a grant of any proprietary right in the Billing
Technology to Nanjing Xxxxxx. The proprietary rights to be Billing
Technology shall remain with Shengqu.
3.5 Nanjing Xxxxxx acknowledges that Shengqu owns the Billing Technology and
enjoys theproprietary right to the Billing Technology. Unless otherwise
expressly provided herein or with theprior written consent of Shengqu,
Nanjing Xxxxxx shall not use or apply for or register any copyright or
patent right in connection with the Billing Technology or the Billing
System, nor shall Nanjing Xxxxxx do or permit to be done anything that
might directly or indirectly prevent Shengqu from registering the
copyright to or any patent rights in connection with the Billing
Technology or the Billing System.
4 DELIVERY OF TECHNOLOGY
Subsequent to the execution of this Agreement and upon the request of Nanjing
Xxxxxx, Shengqu shall deliver the Billing Technology, including all necessary
documents, to Nanjing Xxxxxx within a reasonable time.
5 LICENSE FEE
The license fee payable hereunder shall be calculated and paid as follows:
5.1 The license fee payable by Nanjing Xxxxxx to Shengqu hereunder shall be
calculated as follows: License fee = standard monthly fee per xxxxxx x
average number of concurrent online game players per month;
5.1.1 average number of concurrent online game players per month shall be the
aggregate of the average number of concurrent online game players for all
commercialized games in the month;
5.1.2 standard monthly fee per player shall be RMB13.46 per month for the year
2005 and thereafter;
5.2 Shengqu shall have the right to adjust the amount of standard monthly fee
per player in accordance with the actual business operation of Nanjing
Xxxxxx; and
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5.3 Nanjing Xxxxxx shall provide Shengqu with the concurrent online game
players data, the number of users and income which is billed through the
Billing Technology, and other related data. Shengqu shall be entitled to
check and verify the aforesaid data provided by Nanjing Xxxxxx at any
time.
6 PAYMENT OF LICENSE FEE
6.1 Payment of License Fee shall be made by Nanjing Xxxxxx on a quarterly
basis and shall be made within three (3) months following each quarter's
end.
6.2 The Parties understand and agree that, if Nanjing Xxxxxx fails to make
payment of the License Fee before the final due date within the time
stipulated herein without the consent of Shengqu, Shengqu shall be
entitled to request Nanjing Xxxxxx to pay overdue interest on the
delinquent payment, and the rate for such overdue interest shall be the
rate for short-term commercial loans on such due date published by the
People's Bank of China.
7 TECHNOLOGY ENHANCEMENT
After the effectiveness of this if Shengqu makes further developments and
enhancements to the Billing Technology any intellectual property or other right
arising out of any further development and enhancement of the Billing Technology
shall belong to Shengqu.
8 EXTENSION OF AGREEMENT
This Agreement shall remain effective during the term hereof, which will be
automatically renewed for an additional one (1) year period upon expiry of each
term unless Shengqu notifies Nanjing Xxxxxx of its intention not to renew thirty
(30) days before the current term expires.
9 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the PRC.
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10 EXECUTION
This Agreement shall be executed on or before the effective date hereof by the
duly authorised representative of each Party of this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized signatories as of the day and year first
written above.
NANJING XXXXXX NETWORKING CO., LTD.
By: _________________
Name: Tang Jun
Title: General Manager
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By: _________________
Name: Chen Tiaoqiao
Title: Board Chairman
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Appendix 1:
DESCRIPTIONS OF FUNCTIONS OF BILLING SYSTEM
Billing System consists of User Registration Module, Recharge Interface Module,
Payment Information Synchronization Module, and other value-added modules such
as Second-Based Billing Module, Day-Based Billing Module, and IP-Based Billing
Module.
- User Registration Module loads the synchronized registration
information of users from the game to the Billing System, forming
the basis of the users of Billing System. The data is sent to game
system by means of web interface or MQ.
- Recharge Interface Module links to the sales system of online
channels. The systems receive the recharge request from users,
convert the authentication, and add the time that accords to the
recharged cards to the specific character accounts.
- Payment Information Synchronization Module transfer users' remained
time to the game system by means of FTP or MQ.
- Second-Based Billing Module consists of Payment Information
Synchronization Module and Billing Module. The former one
synchronize the time information about used time to the Billing
System for further application, by means of FTP or MQ. Billing
Module subtracts the used time transferred by Synchronization Module
from users' remained time.
- Day-Based Billing Module realize the subtraction function based on
the periods of monthly and daily subscription.
- Other value-added modules provide interfaces to some business
partners, for example, IP-Based billing function supplies some ISP
free games based on IP, and IP-based billing.
As an open system, Billing System supports most popular game genres, such as
MMORPG and casual games. The system supplies billing service based on the
playtime length of game, as well as period length such as monthly subscription.
Moreover, the system can, according to the requirements of the game, provide
billing solution based on time.
Appendix 2:
SOFTWARE AND HARDWARE ENVIRONMENT FOR THE OPERATION OF BILLING SYSTEM
Software Requirement: Windows 2000, SQL Server2000, MSMQ, IIS
Hardware Requirement:
Database Server Requirement:
CPU: 2.4GHZ * 4
RAM: 2G
HD: 18G + 36G * 4
Network Card: 100M * 2
Reference: DELL 6650
Database Server Amounts:
Avg. 20 game regions / server
Max. 10 game regions / server (games that need large data
flow)
Application Server Requirement:
CPU: 2.4GHZ * 2
RAM: 1G
HD: 18G + 36G * 2
Network Card: 100M * 2
Reference: DELL 2650
Application Server Amounts:
Avg. 40 game regions / server
Max. 20 game regions / server (games that need large data
flow)
Web Server Requirement:
CPU: 2.4GHZ * 1 (2 are recommended)
HD: 18G + 36G
Network Card: 100M * 2
Reference: DELL 2650
WEB Server Amounts:
1 Server
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Schedule A:
BILLING SYSTEM TABLES BASED ON BILLING TECHNOLOGY
Name Billing System Briefing Note
---------------- -------------------- ---------------------- ----
The Legend of Mir2 Billing System Supply billing
Mir solutions for TloM
based on playtime,
period, IP, and other
value-added
applications.
The World of Woool Billing System Supply billing
Legend solutions for TWoL
based on playtime
and period.
Fortress 2 FT2 Billing System Supply billing
solutions for Fortress
2 based on period.
BNB BNB Billing System Supply billing
solutions for BNB
based on coupon.
Shattered Galaxy PS Billing System Supply billing
solutions for SG
based on playtime
and period.
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