Distribution Agreement
Exhibit
10.15
[Cautionary
Note: This Agreement has been translated into English from the original Chinese
language version.]
Party
A:
Shenzhen New Media Consulting Co., Ltd.
Party
B:
Changsha Youyou Reading Group
In
order
to clarify the respective rights, responsibilities and obligations of Party
A
and Party B in connection with the distribution of China
Marketing
and
China
Business & Trade,
both
parties agreed to enter into this agreement which is in accordance with the
principle of mutual benefit and common development.
I.
Scope of Cooperation:
1)
Party
A authorizes Party B as the sole distribution agent of the “Case edition” and
“Channel edition” of China
Marketing
and
China
Business and Trade
in the
territory of Hunan Province (not including post offices) and Party B is
responsible for the distribution matter within such area. Party A will support
Party B to achieve a good performance in the regional marketing and promotion
and guarantee the legitimate rights and interests of Party B during the term
of
this agreement.
2)
If
there is an area within the authorized distribution territory that Party B
is
unable to enter into, Party A can enter to such area through other valid
methods. However, Party A must inform Party B in advance of Party A’s methods of
entering and the quantities of selling. The appointment of sub- distributor
of
Party B must be obtained the approval from Party A before the
appointment.
3)
Party
B would have a priority to be appointed as a distribution agent in Hunan
Province in case there is any issuance of new editions of Party A’s magazine
during the term of the agreement.
II.
Term of Agreement:
4)
The
validity period of this agreement is from January 2006 through December 2006.
The agreement would be renewed automatically if there is no opposition raised
by
either party at least one month before the expiration of this
agreement.
III.
Revenue Settlement Discount
5)
Generally, Party B would receive 40% of total proceeds generated from the sales
for both “Case edition” and “Channel edition” of China
Marketing
and
China
Business & Trade.
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IV.
Settlement Methods
6) Both
parties confirm that based on the settlement discount stated in this agreement,
Party B will remit the due payment in full to the account of Party A before
the
delivery of the magazines to Party B each month (the proof of money wiring
must
be provided by fax). In the case of payment default by Party B, Party A has
a
right to terminate the supply of magazines.
V.
Sales Target
7)
The
annul selling amount shall be increased by 3% from that of year 2005. Within
the
validity period of this agreement, if Party B’s sale drops by 20% in a single
month or dropped by 10% for three consecutive months without valid reasons,
Party A has the right to terminate this agreement. Upon the premise of
completion of the sale target, Party B has a right to have a return rate of
7%
.
VI.
Supervision of Sale
8)
Both
parties reached a bilateral consent that from the commencement of this
agreement, Party B has the obligations to assist Party A in preserving the
market order and refraining from dumping the magazines. If Party B committed
in
dumping the magazines into the market, Party A will warn Party B for the first
time. In the case of reoccurrence, Party A has the right to suspend the
principal-agent relationship with Party B. In the case that Party B suffers
losses from the dumping activities, Party A is obligated to assist Party B
to
find out the source of such action and provide the proper solution.
VII.
Sales Information and Feedback
9) Party
B,
as the distribution agent should on behalf of Party A to provide the after-sale
services and feedback in a prompt manner: (i) Party B is obligated to provide
the information with respect to the distribution channels and sub-distribution
agents in its authorized territory to Party A. If Party B fails to provide
such
information, Party A can launch their sale activities in that region. (ii)
Party
B is obligated to provide the information regarding distribution flow, number
of
sale and marketing information to Party A. If Party B fails to provide the
required information continuously for three or four issuances within a year,
Party A could terminate the agreement.
VIII.
Management of Issuing and Returned magazine
10)
By
the 12th and 23rd days of each month, Party B shall inform Party A the number
of
publications to be delivered for the next issuance and the delivery information
by fax or email. Shall Party B fail to provide such information to Party A
on a
timely basis, Party A will deliver the same quantity as last month to the same
locations, any losses caused by the shortage or over-supply shall be taken
by
Party B.
11)
Number of returned magazines should be counted once every six months (at the
end
of June and at the beginning of January). Party B should clearly indicate the
numbers of the return to Party A. Party B shall take the responsibility for
any
loss caused by Party B’s failure to provide such information, such information
to Party A. The price of returning magazines could be used to offset the due
payment of Party B. Party B shall be responsible for the expenses in connection
with the return of unsold magazines.
IX.
For
matters not covered by this agreement, both parties may reach supplemental
agreements, which shall have the same legal effect as this agreement.
X.
The agreement has two originals, one for each party.
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Party
A:
Shenzhen New Media Consulting Co., Ltd.
Representative
of Party A:
(signature)
(Corporate
Seal)
Date:
February
28, 2006
Party
B:
Changsha
Youyou Reading Group
Representative
of Party B: (signature)
(Corporate
Seal)
Date:
February
28, 2006
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