Web Promotion Technical Service Contract
Exhibit 10.15
Contract No:
Party A: Beijing Wei Ye Hang Real Estate Agency Co., Ltd.
Company address: 11th Xxxxx, Xxxxx X, Xxxxxx Xxxxx, 0 Xxxx Xxxx, Andingmenwai, Chaoyang District, Beijing
Contact: Xxx Xxx
Company address: 11th Xxxxx, Xxxxx X, Xxxxxx Xxxxx, 0 Xxxx Xxxx, Andingmenwai, Chaoyang District, Beijing
Contact: Xxx Xxx
Party B: Beijing SouFun Technical Development Co., Ltd.
Company address: X0, Xxxxxx Xxxxx, Xxxxxxxxxxx Xxxxxx, Xicheng District, Beijing
Contact: Mo Tianquan
Company address: X0, Xxxxxx Xxxxx, Xxxxxxxxxxx Xxxxxx, Xicheng District, Beijing
Contact: Mo Tianquan
I. Content of cooperation
Party B is hereby commissioned by Party A to be exclusively responsible for providing planning
and marketing services for the promotion of Xxxxx Xxxx Guang Hotel Project located in Sanya, Hainan
Province.
II. Payment of xxxxxxx money and service fee
1. To win the exclusive marketing rights for the subject
project, and to indicate Party B’s
sincerity in servicing Party A, upon the execution of this Contract, both parties will negotiate
the payment of commitment deposit up to RMB fifty million (RMB50,000,000) with the term of six months by Party B to Party A. The commitment deposit shall come into effect upon the
receipt. The Parties agree to enter into separate agreement on the commitment deposit.
2. The service fee collected by Party B as a result of the provision of web promotion
technical service to Party A shall be in accordance with the standard fees Party B normally
charges, and shall be settled quarterly. Party A shall remit the service fee of that quarter to an
account designated by Party B within seven working days after the end of each quarter.
III. Term of service
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The time period Party B offers its service to Party A shall begin on July 5, 2010 until the
end of the subject project.
IV. Rights and obligations of both parties
(1) Rights and obligations of Party A
1. Party A shall submit to Party B, the necessary legal documents or statutory materials
(including but not limited to: business license, subject qualification of the web promoter,
schematic information of proof of legal ownership and other such information as well as other
materials that are stipulated by laws and regulations) five working days prior to the first web
promotion day stipulated in the Agreement.
2. Party A shall, in accordance with the request of Party B, provide all necessary information
to Party B, at least five working days prior to the information promotion. Party A shall ensure
that the content of all information it provides (including but not limited to written and pictorial
manuscripts, icons and links, and other such information) shall be true, legal and valid, and shall
not be obtained through unfair competition. At the same time, Party A shall not send out false
propaganda on information as regards its product or business that would mislead another. Party A
shall ensure that the information it provides enjoy intellectual property rights and other such
rights, or corresponding licenses, and has not infringe on the legal rights of a third party. All
dissent, claim or dispute arising from the content of the said information shall be unrelated to
Party B, with all relevant legal liability to be borne independently by Party A. Should Party B
assume any liability for any third party as a result of the abovementioned act of infringement by
Party A, Party B has the right to claim compensation from Party A for all losses incurred.
Information provided by Party A shall comply with the provisions of the State for mandatory
and restrictive information content required by the State. Information provided by Party A that
does not comply with regulations or for which Party A refuses to amend, Party B has the right to
refuse or cancel or/and terminate the Contract without having to bear the liability for a breach of
contract. Losses incurred by Party B as a result of the aforesaid situation shall be fully borne by
Party A. However, Party B has the obligation to notify Party A promptly.
3. Party A shall notify Party B in writing, five working days in advance should the former
wish to alter the format, positioning or timing of the web promotion. Both parties shall determine
the alteration in web promotion content and web promotion plan, in writing. Should Party A fail to
notify Party B within the stipulated time period, Party B shall have the
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right to refuse the alteration.
4. Party A shall pay the Contract consideration to Party B in accordance with the stipulated
timing in the Contract, and shall promptly coordinate with Party B, in accordance with the request
of Party B, in carrying out the designing and production of the information and pages so as to
ensure that the information of Party A would be promptly promoted.
5. Final confirmation of the manuscript of all information content provided by Party A shall
be made by Party A, failing which Party B shall not be liable for any error present in the
information content.
(2) Rights and obligations of Party B
1. Party B shall, in accordance with the stipulations of the Contract, ensure the quality and
quantity, and with the best quality and in a timely manner, complete the designing, production and
promotion efforts of Party A’s information promotion pages on the internet.
2. Party B shall not make unauthorized alteration of the information promotion content,
format, positioning and timing without permission from Party A.
3. During the period of information release, Party B shall promptly maintain, update, and
prevent virus and hacker attacks, the promoted information of Party A.
4. Party B shall have the right to investigate the information content and the presentation
format. Party B may request Party A make amendments for information content and presentation format
that are in conflict with laws, regulations or the style of the website. Party B has the right to
delete and alter information it has requested to be published.
5. Should Party B fail to receive objections in writing from Party A as regards the promoted
information within five working days after the information promotion, Party B shall be seen to have
completed the information promotion in accordance with the Agreement.
V. Duty of confidentiality
1. Without the permission of the other party, none of the parties may leak any of the content
of the terms of the Contract, and the status of the signing and performance of the Contract to a
third party (other than that required by relevant laws, regulations, government departments,
securities exchanges or other regulatory institutions, as well as the legal adviser, accountant,
commercial and other consultants and employees of both parties) nor shall any of the parties obtain
any information of the other party and the connected companies of the other party through the
signing and performance of the Contract. Otherwise, both Parties A and B have the right to request
for compensation for losses from the other party and take legal action
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in accordance with the law.
2. During the effective period of the Contract and upon its termination thereof, the
confidentiality provision continues to have legal effect.
VI. Special disclaimers
1. For the website to operate normally, Party A understands that Party B requires the halting
of machinery for maintaining the website on a scheduled or ad-hoc basis. In the event that the
information under the Contract is unable to be promoted on schedule as a result of the aforesaid
situation, Party A may not seek liability as regards this matter. However, Party B has the
obligation, on a best effort basis, to avoid interrupting the service or to restrict the duration
of interruption to its minimum. At the same time, Party A has the right to request that the said
duration of information promotion be extended accordingly within the time period of the Contract.
2. Party B may make adjustments, on an ad-hoc basis, to such relevant aspects as its service
content, the layout of web pages, and web page design. Should the abovementioned adjustments affect
the information promotion under the Contract (including the promotion positioning and/or promotion
period), Party A shall not seek legal liability, upon confirmation. Meanwhile, Party B shall, on a
best effort basis, reduce the abovementioned impact to its minimum.
7. Force majeure
1. “Force majeure” refers to events that both Parties concerned with the Contract are unable
to reasonably control, foresee or avoid even when foreseen. Such events prevent, affect or delay
either party in performing all, or part, of the obligations in accordance with the Contract. Such
matters include but are not limited to government conduct, natural disasters, wars, computer
viruses, hacker attacks, network obstructions, or the delay in or obstructions to the services of
bandwidth or other network equipment or technical providers, or any other similar events.
When force majeure events occur, the party in the know shall promptly and fully inform the
other party in writing, and inform the other party the possible impact such matters would have on
the Contract, as well as to provide relevant proof within a reasonable time period. As the
abovementioned force majeure events may result in the inability to perform or a delay in the
performance of part, or all, of the Contract, both parties shall mutually grant the other party the
right not to assume any breach of contract liability. Both parties shall undertake
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settlement in accordance with the time period for which Party A actually enjoys the web
promotion technology service.
2. In the event force majeure occurs after either one of the parties has breached the Contact,
liability shall not be exempted.
VIII. Contract alteration, rescission and breach of contract
1. Unauthorized alterations or amendments of all provisions stipulated in the Contract may not
be made by either Party A or Party B. Parties A and B shall consult with one another on matters not
mentioned in the Contract, or any amendments, alterations, or additions or deletions made to the
Contract, and a supplementary contract formulated. The supplementary contract shall become
effective once the authorized representatives of both parties have signed or affixed their seals,
and shall have equal validity as the Contract.
2. Should either one of the parties violate the obligations stipulated in the Contract, the
delinquent party shall immediately cease its act of violating the Contract on the day it receives
written notification from the compliant party requesting the rectification of the former’s act of
violating the Contract, and shall within 30 days, compensate all resultant losses incurred by the
compliant party. In the event that the delinquent party continues to violate the Contract or does
not perform its obligations, the compliant party shall have the right to terminate the Contract in
advance, in addition to obtaining compensation from the delinquent party for all its losses.
3. During the period of the Contract, should Party A fail to pay Party B the consideration due
after seven days of overdue, Party B may, after having sent reminders and in the event that Party A
continues to refuse to pay, notify Party A in writing, to terminate the Contract.
Should Party A pay the consideration after it is due, it shall pay overdue penalty equivalent
to a fifth of 1000 (5/1000 or 0.5%) of the portion overdue for each day that the payment is
overdue.
IX. Dispute resolution
1. Laws of the People’s Republic of China shall be applied for resolving the coming into
force, the interpretation, implementation, jurisdiction and dispute of the Contract.
2. Parties A and B may amicably discuss and consult with one another to resolve any dispute
resulting from, or related to the Contract. In the event that the discussion and consultation fail,
any one party has the right to file a lawsuit at the People’s Court where Party
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B is domiciled.
X. Coming into force
1. The Contract shall come into force once the authorized representatives of both parties have
signed and affixed their official seals or the special seal for the Contract.
2. There shall be four copies of the Contract with Parties A and B both holding two copies.
The relevant appendices of the Contract shall form an integral part of the Contract and shall have
equal legal effect as the main text of the Contract.
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Signature page
Party A: Beijing Wei Ye Hang Real Estate Agency Co., Ltd.
Signature of authorized representative:
Signing Date: July 16, 2010
Signature of authorized representative:
Signing Date: July 16, 2010
Party B: Beijing SouFun Technical Development Co., Ltd.
Signature of authorized representative:
Signing Date: July 16, 2010
Signature of authorized representative:
Signing Date: July 16, 2010
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