EXHIBIT 4.24
RESEARCH AND DEVELOPMENT AGREEMENT
This Research and Development Agreement (the "Agreement"), is made and
entered into as of October 31, 2005 (the "Effective Date") by and between:
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a corporation
organized and existing under the laws of the People's Republic of China
(the "PRC") and having its registered address at Xx.0 Xxxxxx Xxxxxxxx,
Xx.000 Xxxx Xxxx, Xxxxxx New Area, Shanghai, the PRC ("Shengqu"); and
SHANGHAI SHENGJIN SOFTWARE DEVELOPMENT CO., LTD., a corporation organized
and existing under the laws of the People's Republic of China and having
its registered address at Xxxx 000, Xxxxxxxx 0, 000 Xxxxxxxxx Xxxx,
Xxxxxxxxxx Xx-Xxxx Xxxx Shanghai, the PRC ("Shengjin").
RECITALS
WHEREAS, Shengqu desires to sponsor research for an online game known as
"Xxxxxx Xxxxxxx (the "Game") in accordance with the scope of work as set out in
Exhibit A to this Agreement; and
WHEREAS, Shengjin has the facilities, equipment and employees to provide
research services, and Shengjin wishes to carry out the research and provide the
results of the research to Shengqu as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and other terms
and conditions contained herein, and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereby
agree as follows:
1. RESEARCH PROJECT
1.1 In developing the Game, Shengjin will use its best efforts to include the
effects set forth below:
1.1.1 Game Function: fighting, teamplay and individual player combat.
1.1.2 Background: residential, commercial and municipal zones and buildings.
1.1.3 Events: Force Majeure events and timed events.
1.1.4 Chatting Programs.
1.2 In developing the Game, Shengjin will use its best efforts to meet the
requirements set forth below:
1.2.1 The premium features for this Game have been developed.
1.2.2 The software for the Game will use a 2D engine. The servers for the Game
will adopt cluster server technology which can support any number of
servers to make up a cluster, thereby increasing the number of players that
can play the game at the same time during the development period. The
server system allows a substantial number of scenes to be created, meaning
the scenes and rules of the game can be modified according to play requests
or for other reasons. In order to ensure fairplay and avoid unnecessary
conflicts between old and new users, servers will not be able to
communicate with each which means that game information stored on a server
cannot be accessed by another server.
1.2.3 The game will run on a PC with Windows System 1998/2000/XP OS installed.
An Intel Celeron CPU, or equivalent, with a clockspeed of 500 MHz or faster
is required. A minimum of 64MB of RAM is required. 1.0GB of available HD
space is required. A 33.6Kbps or faster Internet connection is required.
2. TECHNICAL INDICATORS AND PARAMETERS OF THE PROJECT
2.1 The Game client software shall be developed through different components,
including graphic content, sound, source management, controlling management
system, cartoon management and events controlling system.
2.2 Game research and develop procedure includes two independent projects. One
project will concern network related issues. The other project will concern
game engine related issues.
2.3 The Game shall adopt Microsoft(R) Visual Xxxxxx.XXX, Microsoft(R)
DirectDraw7, Microsoft(R) DirectSound 8 and WinSock2.0.
3. DEVELOPMENT SCHEDULE
The research projects timetable is set forth in Exhibit A to this Agreement.
4. PAYMENT
4.1 The total payment Shengqu shall pay to Shengjin is approximately RMB
6,000,000.
4.2 The development fees for the research project is set forth in Exhibit B to
this Agreement.
5. FULFILLMENT
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5.1 The term of this Agreement shall be a period of twenty-four (24) months
beginning on October 31, 2005.
5.2 Upon the completion of the Game's development work, Shengjin will deliver
to Shengqu technological files, records and documents containing the Game's
source code and other relevant.
6. OWNERSHIP OF THE PROJECT
The rights to any technologies, processes, patentable rights or materials that
can be copyrighted and is developed in connection with this research project
shall belong to Shengqu.
7. THE CRITERIA AND METHODS OF TESTING
Shengqu shall organize the testing and acceptance of this project and provide
certifications after Shengqu has determined that the Game satisfies the
technical indicators and parameters set forth in Section 2 and Exhibit C.
8. DISPUTES AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the PRC. Any disputes that arise in connection with this Agreement shall be
mediated at the Shanghai Mediation Centre.
[The remainder of the Page Intentionally Left Blank]
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INWITNESS WHEREOF, Shengqu and Shengjin have each caused this agreement to be
executed and delivered by a duly representative, officer or agent, effective as
of the effective date hereof.
SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) CO., LTD.
By:
---------------------------------
Name: Chen Tianqiao
Title: Chief Executive Officer
SHANGHAI SHENGJIN SOFTWARE
DEVELOPMENT CO., LTD.
By:
---------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
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EXHIBIT A
DEVELOPMENT SCHEDULE
February 4, 2005 Internal Alpha Internal alpha test:
to July 15, 2005 Test 1. Chat in the same district.
2. Three of the Game's maps.
3. Complete two sets of new
constructions.
4. Complete 88 avatars.
5. Complete the Game's interface.
July 16, 2005 Alpha Test 1. Complete the optimization of the
to August 6, 2005 Game's playability.
2. Add 4 new maps and 150 avatars.
3. Complete the addition cards and
events.
August 27, 2005 Test Version Complete the TV interface and related
to September 19, 2005 on TV operation.
September 19, 2005 Commercial There are many pictures in the channel
to November 2005 Operation interface and pages can be turned.
Version
There are user manuals in the channel
interface and help instructions can be
displayed on it.
Display the confirmation columns for
the purchase or cancellation of orders
including premium features.
Reminder icons for the purchase or
cancellation of orders including
premium features.
Reminder icons for Dianquan or Jinbi.
Two methods to purchasing premium
features: Dianquan and Jinbi. Two icons
in the shop interface: Dianquan and
Jinbi
Double buying the premium features.
Complete the value-added premium
features.
Purchase the game cards in the shop.
Add the speaker icon, which enables
users to send messages to other users
on the same channel, on the right side
of the chatting window.
Add function to enable users to add
friends.
Addition of a return icon to the
channel interface.
Add option that allows users to choose
the Game style and the teamplay.
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Modify the teamplay settings and lock
setting.
Instruction to add Jinbi.
Reminder function in the installation.
Interface to display during related
game information.
Complete optimization of bout.
Icon to display the increases and
decreases.
Select and choose birth methods.
Display supernatural beings.
Facial expression.
Cancel inappropriate game dubbing.
Support playback of files encoded in
ogg format.
Complete the optimization of
instantaneous events.
Display time column and HP column.
Display augury room.
Add a new normal level map and two
advanced level maps.
Special effects for win and loss,
bankruptcy, ball and others events.
Display IE page at the end of the game.
Display the copyright statement during
installation of the client software.
Add game link that appears upon
completion of client software
installation.
Modify card reminder.
Billing system and shops linkage.
Cancel message column when dotting it.
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Move mouse to room list.
Differentiate chosen channels and
non-chosen channels.
Add choose function.
Control Quanquan setup.
Place premium features in shops.
Add GM order of instruction.
Modify new map.
Complete billing icons the shops.
Switch windows and select full screen.
Disallow selection of colors chosen by
another user.
Room administrator can kick users out.
Modify the date, money and price index
information presented on the game.
Change the transparency or opacity of
the chatting interface.
Modify explanations presented on the
shop interface.
Flash icon when canceling preparation.
Remove account information from the
log-in interface.
Add confirmation number when
registering new user account.
Acquiescent channel.
Green user manual.
Complete friend function.
Take out Dianquan in the hall and
package.
Modify room function.
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Display user grading through mouse in
the house.
Choose color button to remove ABC
letters.
Obvious team button.
Flash money symbol when a non-beggar
user's balance is less than 20,000.
Modify return icon for the shops.
Modify Dianquan number in the shops.
Differ Dianquan in the shops and game
and add literary content after Dianquan
and Jinbi.
Modify chat interface transparency.
Confirm parameter when together set up.
Complete lottery system.
Complete introduction system.
Display the URL:
xxxx://xxxx.xxx.xxx/xxxx/xxxxxxxxx when
uninstalling the client software.
Modify registration and login
interface.
Modify beginners channel.
Remove advanced option when entering
the room.
Price premium features.
Complete password function.
Modify color of events.
Modify augury room content.
December 2005 Christmas Day Integrate Xxxxxx Quanquan function.
Version
Modify registration page.
Reverse install pop-up page.
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Calculate version update.
Add new maps.
Add Christmas style maps.
Add new game dubbing.
Complete family function.
Complete shop billing system and friend
functions.
New interface.
Modify the supernatural beings.
Lottery system.
Holiday system.
Complete optimization of facial
expression.
Special effects: ball and deliver.
Add new cards.
Add new construction: factory.
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EXHIBIT B
1. Shengqu shall notify Shengjin when beta testing of the Game begins and
Shengjin shall provide Shengqu with an initial invoice. Shengqu shall then
pay RMB 1,000,000 (the "Initial Payment") to Shengjin within thirty (30)
days of receipt of the invoice from Shengjin.
2. Shengqu shall notify Shengjin when the Game is commercially launched and
Shengjin shall provide Shengqu with an additional invoice. Shengqu shall
then pay RMB 1,000,000 (the "Second Payment" and together with the Initial
Payment, the "Research Fee") to Shengjin within 90 days of receipt of the
additional invoice.
3. After the Game has been commercially launched, Shengqu shall pay to
Shengjin a monthly royalty fee (the "Royalty Fee" and together with the
Research Fee, the "Total Fee") equal to 16% of the net income derived from
the sale of pre-paid game card points for the Game. The Royalty Fee shall
initially be offset against the Research Fee, with Shengqu paying the
Royalty Fee to Shengjin only to the extent that the aggregate Royalty Fee
exceeds the Research Fee.
4. In the event that Shengqu grant the distribution right of the Game to any
third party outside of the PRC, Shengqu shall pay to Shengjin a monthly
royalty fee equal to 16% of the total royalty fees paid by such third party
for this Game.
5. Shengqu shall provide Shengjin with an income statement setting forth the
net income derived from the sale of pre-paid game cards during a particular
month by the 15th day of the following month. Shengqu shall pay the Royalty
Fee for a particular month, if any, by the 30th day of the following month.
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EXHIBIT C
THE CRITERIA OF TESTING:
1) Status of the Game software: Software development shall meet the
requirement functions of the Game and can support future version upgrades,
improvement of functions and modifications.
2) Status of the database software: can maintain (i) character information for
40,000 active players on a single channel and (ii) user accounts
information without restriction in a single district.
3) Status of network platform: use self-developed Window Socket communication
module completed and can support the stable communication of 1,000
connections concurrently.
4) Plan: Through plan document, the basic structure and different systems of
the game are established and the plan is realized through the function
characteristic and/or performance characteristic.
5) Graphics of the game: Game graphics accord with Game's confirmed whole
style, design and make, confirms and integrated from the procedure through
the art designer, have well realized the demand that is planned.
METHOD OF TESTING:
Shengqu's product management center shall be responsible for the test of the
Game, and submit the bugs and defects reports to Shengjin. Shengjin shall amend
the Game until Shengqu confirms the performance with a written consent.
PROCEDURE INCLUDING:
i. Shengqu shall re-load all the data and tables into database, and then
conduct the complete test. Shengqu shall check whether the game is
under proper operation, and all settings of data tables are correct or
not.
ii. Designer shall test the functions one by one according to the function
lists until confirming all the functions are realized according to the
related document.
iii. Shengqu shall make sure all fatal bugs are resolved.
iv. Shengqu shall use test programs to detect the operation of client
software and server software, and ensure no problems such as memory
leaking or other fatal defects occur during two consecutive days.
v. All documents are described properly.
vi. Shengqu shall manufacture the installing CD, executive regular
procedures and operation to make sure the software can be installed
and run properly.
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DELIVERABLE DOCUMENTS:
Feasibility Analysis Report for the Development and Research of the
Project_Client.doc
Feasibility Analysis Report for the Development and Research of the
Project_Server.doc
Schedule and Plan for the Xxxxxx Xxxxxxx.
The List of Xxxxxx Xxxxxxx Premium Features.
The Grading, accumulating points and Jinbi for the Xxxxxx Xxxxxxx.
The List of Care for the Xxxxxx Xxxxxxx.
Commercial Operation Plan for the Xxxxxx Xxxxxxx.
Introduction for the Xxxxxx Xxxxxxx.
Technology specification for the Client Software.
Explanation for the Interface Editor.
Analysis and Design for the Client Software.
Explanation for the Scene Editor.
User-defined Graphic Format.
Client Agreement Document for the Xxxxxx Xxxxxxx.
Instruction for the Events in the Xxxxxx Xxxxxxx.
GM and User Instruction.
Explanation for the configuration for the Xxxxxx Xxxxxxx.
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