Exhibit (10.5)
XXXXX XXX NORMAL COLLEGE CAMPUS NETWORK CONTRACT (Stage 1)
Party A: Xxxxx Xxx Normal College
Party B: Tengtu Culture & Electronics Development Co. Ltd.
1. Scope of Project
1.1 Purchase and supply of software, hardware and related
materials for the Campus Network;
1.2 Comprehensive cable installation for the network;
1.3 Installation, tuning and testing of hardware;
1.4 Installation, tuning and testing of system software;
1.5 Installation, tuning and testing of application software;
1.6 Undertaking of necessary testing and commissioning, and
submission of commissioning report, according to the
requirements of the users;
1.7 Other reasonable and necessary tasks.
2. Cost of Project
2.1 Total Project Cost: RMB 1,525,347.00
a) Software, hardware and system integration : RMB
1,278,357.00
b) Renovation of equipment room : RMB 100,000.00
c) Auxiliary equipment : RMB 146,990.00
2.2 Training of network administrators and operators of Party A
will be provided by Party B free of charge;
2.3 Party A has no liability to pay for any other charges.
3. Project Schedule and Implementation of Project
Installation and testing of equipment and cable shall be completed by
Party B before October 31, 2000. The entire project shall be completed
by Party B independently without any subcontracting to other companies.
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4. Methods of Payment
Party A will prepay all the costs during the entire implementation
period of this project. Party B will pay 95% of the project cost after
the commissioning report is issued, and pay the balance of 5% after 3
months of operation during which no defects and quality problems are
found.
5. Rights and Liabilities of Party A
Party A will designate one person as their representative responsible
for work contacts with Party B. Party A can change the representative
any time should it consider necessary, but requires to inform Party B
in time.
5.1 Party B's project schemes, based upon the information nodes
distribution chart provided by Party A, shall be certified by
Party A;
5.2 Party A has the right to designate hardware suppliers with
purchase implemented by Party B. If Party A does not designate
any hardware supplier, Party B shall be directly responsible
for the purchase of the hardware;
5.3 If Party A considers that the specifications, types and
quality of the software, hardware and various materials
purchased by Party B have any problems, Party B must stop
using these products and provide reliable evidence for their
quality compliance for Party A's approval before resuming
using the same products;
5.4 Party A has the right to verify the qualifications of Party
B's designated personnel responsible for the project software
and hardware. If the qualifications of these people are not up
the standard of professional engineer or above, or they are
changed at will, Party A has the right to terminate the
contract and all losses shall be compensated by Party B;
5.5 If there was evidence that there were major or hidden quality
problems with the implementation of the project, Party A has
the right to order Party B to stop the project until the
problems are resolved; and the project can only be resumed
with the written approval of Party A. Should there be quality
problems repeatedly, Party A has the right to terminate the
contract and seek compensation from Party B.
5.6 Should there be any evidence that damage to the network
hardware was caused by Party A not operating according to the
operating method stipulated by Party B, the latter party has
the reliability to repair the faulty hardware with the
incurred cost paid by Party A;
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5.7 Party A will provide Party B with water and electricity, and
temporary storage rooms for equipment, tools and materials
free of charge.
5.8 Party A will cooperate with Party B to complete the
commissioning report within 3 days after the latter party has
requested for the commissioning.
6. Rights and Liabilities of Party B
6.1 Party B shall provide proof for the qualification of the four
technical representatives designated for the testing of the
system, two each for hardware and software. Should Party B
change any of those technicians, they shall be approved by
Party A. Party A shall consult Party B should the former party
consider it necessary to change the technicians and the latter
party will make the changes;
6.2 Party B shall implement the project according to the mutually
agreed project progress plan. If actual situation changes, the
progress plan can be adjusted after consultation.
6.3 The supplier names, methods of communications, functional
specifications and quality assurance certificates must be
attached to the software, hardware and related materials
purchased by Party B. If such evidence is not available, Party
A can reject Party B from using these products. The same
products can only be used until relevant documents are
available and approved by Party A;
6.4 In the process of the project, Party B shall report its
progress (including compilation of software) to Party A in
time in order to obtain the latter party's understanding and
coordination.
7. Training of Personnel of Party A
Party B shall provide necessary training to the network administrators
and operators according to the mutually agreed training plan. Party B
will provide all training materials and arrange all other training
activities free of charge. For those who cannot take part in the group
training due to work, Party B will provide them with free complementary
training within 5 working days after Party A's request.
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8. Project Supervision, Commissioning and System Trial Run
Progress of the project shall be according to the requirements of the
tender documents. Commissioning shall be performed by relevant experts
( invited by Party A ) according to relevant standards.
On completion of the project and within 5 days after the 10-day
faultless system trial run, Party A will organize specialist group to
perform commissioning on hardware, system software, comprehensive cable
installation and application software. The commissioning standard will
be based on the current National Standard.
8.1 Project supervision : Party A will designate a supervisor to
undertake this task and invite experts to evaluate Party B's
equipment and project quality randomly;
8.2 Party B can appeal the commissioning conclusion should it deem
necessary and the report will be revised by the Commissioning
Specialist Group as long as the reasons are established;
8.3 Should any defects found from commissioning, Party B will
clear all these faults unconditionally and free of charge. If
effective repair is impossible, rework shall be carried out
and Party A can seek compensation from Party B;
8.4 The network system will undergo a 6-month trial run after
passing the commissioning. If defects are found in the
software during this period, Party B must carry out effective
repair in time and free of charge.
9. Maintenance and Upgrading of Software and Hardware
Party B shall undertake these tasks based on the following reasons:
1) Application software unable to meet the requirements of Party
A due to inadequate and careless user surveys;
2) Original software unable to meet Party A's requirements due to
business expansion and reorganization;
3) Advance in computer technology making Party A's LAN unable to
meet its demands;
4) Damage to the LAN hardware due to unexpected reasons;
5) Defects in design and project implementation caused by Party B
thus making Party A unable to use the LAN in a convenient and
normal manner.
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Maintenance of the LAN shall be free of charge for a period of 24
months, commencing from the next day after the commissioning
certificate is signed and issued.
Maintenance for the above situations is charged according to
the following scheme: Reason 1: Party B shall perform the survey again
and provide free software maintenance.
Reason 2: Both parties will discuss and agree the methods and charges
for the maintenance and upgrading;
Reason 3: Party B will provide maintenance at cost price;
Reason 4: Within the software warranty period, Party B will carry
out maintenance unconditionally. Upon its expiration,
maintenance shall be provided at cost price.
Reason 5: Apart from providing unconditional maintenance by Party
B, Party A will seek compensation from Party B.
10. Responsibilities of Infringement of Contract
10.1 If Party B has not implemented the project according to the
mutually agreed plan, Party B must submit a "work expedition
plan" in writing in order to ensure that the project schedule
meets the requirements. Any cost increases due to work expedition
shall be born by Party B and party B must compensate Party A for
the project delay at 0.1% of the total project cost per day
delayed;
10.2 If Party A's Campus Network cannot be used in a convenient or
normal manner due to design deficiency caused by Party B, the
latter party must rectify such deficiencies and compensate the
loss of the former party. The amount of compensation will be
determined separately according to the extent of the loss;
10.3 If Party B has not carried out network maintenance, requested by
Party A, within the time limit as stipulated in the contract, the
former party must produce acceptable evidence to the latter party
and perform maintenance as soon as possible in order to eliminate
the infringement responsibility; otherwise, the compensation
amount shall be XXX 00 per event per hour;
10.4 If the software and technical documents provided to Party A by
Party B are incomplete and inconsistent, Party B must rectify
this deficiency within 10 working days and seek Party A's
understanding; otherwise, compensation must be made by Party B
for RMB 2,000;
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10.5 For the project deficiencies identified in the final
commissioning, Party B will undertake the maintenance according
to the contract and compensate the loss of Party A. The
compensation amount is to be determined through mutual
consultation but will not be less than RMB 5,000 per item.
11. Others
11.1 A maintenance logbook is to be established immediately after
Party A's network system has passed the commissioning. Subsequent
software and hardware maintenance activities will be logged for
each event in detail and signed by both parties;
11.2 The tender document is the appendix of this contract.
Any inconsistencies will be based on the contract.
Party A : Xxxxx Xxx Normal College arty B :Tengtu Culture & Education
Electronics Development Co. Ltd.
Legal Representative: egal Representative:
September 10, 2000 eptember 10, 2000
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