Cooperation Agreement Between
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| Exhibit 4.221 |
Between
Shengqu
Information Technology (Shanghai) Co., Ltd.
And
Shanghai
Holdfast Online Information Technology Co. Ltd.
July
1, 2007
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Party A: Shengqu Information Technology
(Shanghai) Co., Ltd.
Address:
Xx. 000 Xxxx Xxxx, Xxxxxxxxxx Xx-Xxxx Xxxx, Xxxxxxxx
Postal
Code: 201203
Tel:
(0000) 00000000
Fax:
(0000) 00000000
Legal
Representative: Chen Tianqiao
Party B: Shanghai Holdfast Online Information
Technology Co. Ltd.
Address:
Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New Area, Shanghai
Postal
Code: 201203
Tel:
(0000) 00000000
Fax:
(8621) 50504740-8088
Legal
Representative: Tang Jun
Whereas:
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I.
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Party
A is the lawful owner of relevant rights of publishing and online
publishing of The World
Of Legend and the operating rights thereof (hereinafter referred to
as the “Online
Game”) [or the developer owning relevant rights of publishing and
online publishing of The World
Of Legend and the operating rights thereof] in Mainland China, and
owns the operating rights over the said Online Game (including
but not limited to the rights to use relevant trademarks of the said Online
Game).
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II.
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As a
leading online game service provider in China, Party B provides users with
the Online Entertainment
Services mainly based on games through its owned Holdfast
Versus Platform.
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III.
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Party
A and Party B hereby agree to carry out cooperation on operating the Online Game of The World
Of Legend by taking advantages of their respective manpower,
technologies and information during the Term of this
Agreement.
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This
Cooperation Agreement (hereinafter referred to as this “Agreement”) on
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carrying
out the operating cooperation over the Online Game is made, in Pudong
Shanghai on July 1, 2007, by and between Party A and Party B upon their friendly
negotiations and subject to relevant laws and regulations of the People's
Republic of China.
Article
1 Definition and Interpretation
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1.1
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Unless
otherwise specified, the definitions and interpretations of relevant terms
herein shall have the following
meanings:
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The
World Of Legend
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Refers
to the complicated online game (hereinafter referred to as “The World
Of Legend”), including existing version(s) and future updated
version(s) thereof, which is and will be developed or lawfully authorized
to be operated by Party A.
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Holdfast
Versus Platform
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Refers
to the Game Platform under the name of “Holdfast
Versus Platform” on xxx.xxx.xxx.xx,
and all games, products, contents and services being operated on the
Platform, which are owned and operated by Party B.
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Game
Lobby
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Hereinafter
referred to as “Game Lobby” or “Lobby”, referring to the integrated
interfaces for the entrance of various online games and other
entertainment services which are provided by Party B to end-users; such
interfaces mentiond herein are those interfaces to be installed and shown
on personal computers only, rather than those interfaces to be shown on
televisions, mobile phones and other end-equipment.
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Party
A's Online
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Or
named as “Official Online”, refers to the Internet Online owned and
entitled to be operated by Party A, which involving xxxxx.xxx.xxx
is used for providing
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| services to the end-users. | |||
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Party
B's Online
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Refers
to the Internet Online owned and entitled to be operated by Party B, which
involving xxxxx.xxx.xxx.xx
is used for providing services to the end-users.
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Operating
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Refers
to providing game-playing services to the end-users whith charges,
including but not limited to installing, operating and using the game
server software, authorizing the users to intall, operate and use the game
client software, providing the client services and techinical supports,
and issuing and distributing relevant game products to the
users.
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Game
Service Products
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Refers
to all game cards (such as point cards, timing cards and package cards)
which can be used by the end-users for obtaining game services, and the
game client software disk.
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Average
Monthly Online Players
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The
parties hereto are to figure out the online players on The World
Of Legend of Party B's servers at a fixed time each hour, and the
average daily online players are to be figured out by adding up the online
players each hour together divided by 24 hours, and the average monthly
online players are to be figured out by adding up average daily online
players each month together divided by the number of the days in such
month; however, the online players on the date on which the Product is
regularly maintained shall not be figured out in the statistics of the
average monthly online players.
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Operating
Incomes
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Refers
to total incomes which are gained by Party B through providing “Game Gold”
services specified herein to the end-users by taking advantage of its
official online and distribution/exchange channels. In this
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Agreement,
Party A and Party B is to figure out the operating incomes and the
royalties due to Party A based on the exchanged “Game Gold” and subject to
the provisions of Article 2.8.
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1.2
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The
headings of each chapter and clause hereunder are for convenience of
reference only, and shall not affect the interpretations to this
Agreement.
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1.3
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A
date mentioned herein refers to a calendar date, and a working day
mentioned herein refers to a legal working day in the People's Republic of
China.
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Article
2 Cooperation Details
The
parties hereto agree to carry out operating cooperation over the game of The World Of
Legend. The agreed cooperation is that Party B operates the server
software and provides its online users with unloading, logging The World Of
Legend and with virtual money exchanging services for The World Of
Legend through its Holdfast Versus
Platform. Party A is responsible for the operating, development, and
technical supports and users services over The World Of
Legend. Party A and Party B shall advertise and promote the cooperation
details jointly, and shall gain their respective royalties in the operating
incomes generated from such cooperation.
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2.1
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R&D
and Relevant Technical Supports to The World Of
Legend
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| 2.1.1 |
Party
A is be responsible for R&D, improvement, update and technical
maintenance over the game software of The World
Of Legend, and shall provide such software and updated version(s)
thereof to Party B in time.
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2.1.2
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Party
A warrants and undertakes that its game software of The World
Of Legend and relevant
contents thereof are lawful, and warrants that the same shall neither
violate relevant laws and regulations of the State or requirements of
relevant competent authorities, nor infringe lawful rights and benefits of
any third party, nor transmit documents involved with virus and
Trojan, or any other virus software or codes. Party A shall be
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liable
for the disputes, claims and lawsuits arising out of Party A's breaches of
the said warranties and undertakings, and shall be liable for any and all
losses (including direct and indirect losses, and reasonable expenses
occurred therefrom) which are suffered by Party B
therefrom.
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2.1.3
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Party
A will provide necessary technical supports to Party B so that Party B can
complete the cooperation operating over the game of The World
Of Legend jointly. The said technical supports include but not
limited to providing trainings to Party B's staff, sending technical
advisers and providing necessary technical information to Party B. All
fees occurred therefrom shall be assumed by Party A.
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2.1.4 |
Party
A undertakes to actively forward R&D and improvement over The World
Of Legend so that the parties hereto can arrange the operating of
the Game subject to the following schedule:
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| 2.1.4.1 To commence internal tests within one (1) month after the parties hereto sign this Agreement and complete the technical preparations (which shall be completed by the parties hereto) for the cooperation of the parties hereto, and the period for the said internal tests shall not exceed one (1) month; | ||
| 2.1.4.2 To commence the open tests on the day immediately following the end of the said internal tests, and the period for the said open tests shall not exceed two (2) months; | ||
| 2.1.4.3 The total period for both the said internal tests and open tests shall not exceed three (3) months from the effect of this Agreement. |
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2.2
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Intellectual
Properties and Operating Qualification over The World Of
Legend
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2.2.1
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Party
A undertakes and warrants that it owns lawful and complete intellectual
properties and/or relevant authorities over The World
Of Legend without infringing lawful rights and benefits of any
third party (Party A shall provide certificates on relevant intellectual
properties and/or relevant authorities thereof to Party B). Party A shall
be liable for
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any
disputes, claims, liabilities, arbitrations and lawsuits arising out of
any defects on relevant intellectual properties and/or relevant
authorities over The World
Of Legend owned by Party A, and shall compensate all of Party B's
losses occurred therefrom.
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2.2.2
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With
the goal of achieving the cooperating purpose specified herein, Party A
grants non-exclusive, non-transferable and free licenses to Party B during
the effective Term of this Agreement as
follows:
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2.2.2.1
To use the names, trademarks, logos, icons and virtual characters of Party
A and its The World
Of Legend;
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2.2.2.2
To link from Party B's Online to Party A's Online in any
way.
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2.2.3
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With
the goal of achieving the cooperating purpose specified herein, Party B
grants non-exclusive, non-transferable and free licenses to Party A during
the effective Term of this Agreement as
follows:
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2.2.3.1
To use Party B's names and trademarks,
etc.;
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2.2.3.2
To link from Party A's Online to Party B's Online in any
way.
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2.2.4
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Party
A undertakes that it has applied to relevant competent authorities of the
State and warrants that it can obtain all qualifications and licenses
necessary to operate The World
Of Legend, its Online and Forum, and shall provide an effective
certificate of power of attorney on The World
Of Legend subject to the form in Attachment A.
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2.2.5
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Party
B enjoys the ownerships and all intellectual properties in Holdfast Game
Platform, the domain name of xxxxx.xxx.xxx.xx
and the information of the
end-users.
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2.2.6
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Party
B undertakes that it has the lawful and effective qualifications and
licenses required by relevant competent authorities of the State and
necessary to carry out the cooperation
hereunder.
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2.2.7
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The
parties hereto enjoy their respective ownerships and/or relevant
intellectual properties in their respectively owned online and/or game
names, trademarks, logos, icons and virtual characters. The
cooperation
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specified
herein shall not be deemed that any party transfers its rights in whole or
part above to the other party. The intellectual properties mentioned
herein and owned by the parties respectively shall only be used for the
purposes of this Agreement under the authorities of the other party, while
the uses to the said intellectual properties shall not be out of the
purposes and scopes specified
herein.
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2.3
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Technical
Maintenance and Supports in relation to Operating The World Of
Legend
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2.3.1
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Party
A will be responsible for providing sufficient servers and bandwidths
necessary to operate The World
Of Legend in Mainland China.
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2.3.2
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Party
A undertakes and secures the good operation of the server software,
unobstructed online, the safeties of the server hardware and software and
data in the effective Term of this Agreement.
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2.3.3
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In
case The World
Of Legend fails to operate normally for more than thirty (30) days
due to Party A's breaches of the said Article 2.3.1 and 2.3.2, Party B is
entitled to suspend this Agreement, and Party A is obligated to bear all
of Party B's losses occurred therefrom.
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2.3.4
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Party
B will assist Party A to install and debug the
software.
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2.3.5
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Upon
the open tests over The World
Of Legend, Party A can update the Game upon the negotiations and
consents of Party A and Party B.
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2.4
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Client
Services over The World
Of Legend
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2.4.1
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Party
B will be responsible for relevant prepaid game services, namely, the
services in relation to Holdfast game account numbers and Holdfast Point
Recharges, over operating The World
Of Legend on Holdfast Versus Platform
at its own costs.
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2.4.2
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Party
A will be responsible for all client services in relation to the game
contents of The World
Of Legend at its own costs.
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2.4.3
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Party
A shall provide sufficient and reasonable supports to the concerned client
services of Party B on operating The World
Of Legend. Whenever
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any
user requests client services or consulting on the issues in relation to
The
World Of Legend, Party B shall provide Party A's client service
contact(s) to such user or assist such user to contact Party A's client
service staff in time; however, Party B is not obligated to settle any
such client service issues.
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2.5
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Official
Online and Forum over The World Of
Legend
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2.5.1
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Party
A will be responsible for setting up and maintaining the web-pages of the
Official Online and the Official Forum of the Game (domain name:
xxxx.xxx.xxx.xx).
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2.5.2
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Party
B will show the whole or partial contents of the Official Online and Forum
of The World
Of Legend on Holdfast Versus Platform simultaneously to users
through a linking manner.
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2.5.3
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Party
B will set up the Official Online and Forum of The World
Of Legend (domain name: xxxx.xxx.xxx.xx), while Party A will be
responsible for the updates and administration of the contents therein.
Party B has the rights to make necessary examinations over the contents in
the said Official Online and Forum, and Party B is entitled to delete such
contents in the specialized areas and the Forum as are regarded not to
meet its requirements.
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2.6
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Advertisement
over The World Of
Legend
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2.6.1
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Party
B undertakes to actively and effectively promote the cooperation operating
over The World
Of Legend on Party B's platforms by taking full advantages of its
online, Holdfast Versus
Platform and controlled resources from the date of the effect of
this Agreement.
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2.6.2
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Party
B is obligated to actively advertise and promote The World
Of Legend to the users on Holdfast Versus
Platform.
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2.6.3
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Party
B will open its existing game linking entrance for The World
Of
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| Legend on Holdfast Versus Platform with free charges. | ||
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2.6.4
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Party
A and Party B shall jointly bear other fees other than the advertising
fees arising out of the advertising activities with 50% respectively,
unless otherwise agreed.
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2.7
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Billing
and Distributing Channels over The World Of
Legend
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2.7.1
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Party
B shall charge fees from the users using the online game services over
The
World Of Legend on Holdfast Versus Platform
through its billing channels, and shall pay corresponding amount to Party
A subject to the agreed royalties proportion specified in Article 2.8
after reconciling the monthly incomes.
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2.7.2
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From
the date of The World
Of Legend to be charged on Holdfast Versus
Platform, Party B shall provide the written report for the
immediate preceding month subject to the following agreements to Party A
within the first ten (10) working days of each month, including but not
limited to the records of Holdfast
Point Recharges exchanged by Game
Gold and the information involved in other reasonable
requirements requested by Party A. The said information shall be sent to
Party A by fax or E-mail and in writing as well.
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2.7.3
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Party
A shall provide the access authorities or technology paths of Holdfast
Point Recharges exchanged by Game
Gold in relation to operating The World
Of Legend on Holdfast Versus Platform
to Party B's administrators.
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2.7.4
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Party
A and Party B shall make reconciliation on each working day subject to the
exchanging records generated from the exchanging interfaces. Party B's
figures shall prevail provided always that the discrepancy rate between
the figures reconciled by the parties hereto are within 5%; if exceeding
5%, the negotiated results of the parties hereto shall be
grounded.
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2.7.5
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Party
B shall correctly record the data records, including but not limited to
incidents, resolution dates and results, and shall permit
Party
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| A has an access to such log within five (5) days upon Party A's written requests. | ||
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2.7.6
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Party
B shall keep relevant records, agreements and accounts for three (3)
months upon the termination of this Agreement, and shall permit Party A to
refer to and reproduce such records, agreements and accounts within Party
B's normal working hours provided always that Party A sends notice in
advance and such reference and reproduction will not interrupt Party B's
work.
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2.8
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Billing
and Payment
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2.8.1
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The
users of Holdfast Versus
Platform make consumptions through exchanging web-pages into
general virtual money Game Gold of The World
Of Legend by using Holdfast Point
Recharges. The exchange rate shall be: one hundred (100) Holdfast Point Recharges
to be exchanged with one (1) Game
Gold.
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2.8.2
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For
figuring out the operating incomes, each one
hundred (100) Holdfast Point Recharges
to be exchanged to “Game Gold” shall be equivalent to
one (1) RMB, namely, the monthly
operating incomes shall be: total number of “Game Gold” to be changed from
Holdfast Point
Recharges by the users/(to be confirmed subject to the exchange
rate) × RMB 1.00. Party A and Party B will make royalties against the
operating incomes subject to Article 2.8.4. In case there is difference
between the exchange data arising out of the exchange web-pages between
Party A and Party B in the same month, the operating incomes for the month
shall be total number of “Game Gold” to be changed from
Holdfast Point
Recharges each month, which is agreed by the parties hereto upon
their reconciliation, by the users/(to be confirmed subject to the
exchange rate) × RMB 1.00.
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2.8.3
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The
xxxxxxxx shall be carried out immediately after the completed integration
between Party A's Online Game of The World
Of Legend and Holdfast Versus Platform
of Party B and Party A's Online Game of The World
Of Legend passes the testing
inspection.
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2.8.4
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After
The
World Of Legend on Holdfast Versus Platform
is billed, the royalties proportions between Party A and Party B shall be
55% and 45% respectively, namely, Party B will pay
55% of the operating incomes from
The
World Of Legend in the same month to Party A.
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2.8.5
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After
The
World Of Legend on Holdfast Versus Platform
is billed, Party A and Party B shall reconcile the operating incomes for
the immediate preceding month prior to the 15th
day of each month, and Party A will place due invoices with equivalent
values subject to the royalties confirmed by the parties hereto prior to
the 20th
day of each month. Party B shall pay the royalties for the immediate
preceding month in a lump sum to Party A within ten (10) working days upon
receipt of the said invoices from Party A.
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2.9
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Delayed
Deliveries and Late Fees
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2.9.1
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Party
B shall commence to officially operate The World
Of Legend within four (4) weeks after The World
Of Legend passes the open tests; however, the official operation of
The
World Of Legend shall be carried out no later than three (3) months
upon the signature of this Agreement.
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2.9.2
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After
The
World Of Legend is commenced to be officially operated on Party B's
Online, Party B shall pay the late fees equivalent to 3‰ of the due
payable amount for each delayed day provided always that Party B fails to
pay the royalties amount subject to Article 2.8, unless otherwise such
failure is caused by Party A's causations. In case of being delayed for
more than thirty (30) days, Party A is entitled to revoke this Agreement,
and to request Party B to pay relevant royalties amount and late
fees.
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| Article 3 Validity and Termination | ||
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3.1
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This
Agreement shall come to effect from the date of the signature of this
Agreement to the expiration of eighteen (18) months from the date on which
The
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| World Of Legend is commenced to be officially operated on Holdfast Versus Platform. |
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3.2
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Before
The
World Of Legend is officially operated and the fees are billed from
the users, the non-breaching party may terminate this Agreement provided
always that the breaching party fails to perform its obligations hereunder
and fails to remedy its breaches within sixty (60) days upon receipt of
the notice from the non-breaching party.
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3.3
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In
case Party A fails to make the final client software or server software
meet the closed testing standards or the open testing standards within the
time specified in this Agreement, Party B is entitled to terminate this
Agreement at its own discretions.
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3.4
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The
early termination of this Agreement shall not affect the rights of the
non-breaching party to request the breaching party to compensate its
losses.
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3.5
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In
case the weekly operating incomes for three (3) running weeks fail to
reach RMB 35,000 after The World
Of Legend is commenced to be officially operated provided always
that no party breaks this Agreement, any party is entitled to request
terminating this Agreement. In such case, no party shall assume breaching
liabilities to the other party after the parties hereto make settlements
subject to this Agreement.
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3.6
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In
case any party becomes bankrupt, liquidated or its actual controller(s) is
(are) changed, the other party is entitled to terminate this
Agreement.
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3.7
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In
case the Game of The World
Of Legend can not be officially operated for more than thirty (30)
days because Party A's rights and qualifications in question over The World
Of Legend can not pass the examinations of relevant authorities of
the People's Republic of China or break the laws of the People's Republic
of China, Party B is entitled to notify Party A of terminating this
Agreement in writing.
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| Article 4 Representation and Warranty | |
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| Party A and Party B irrevocably represent, state and warrant to each other as follows: | |
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4.1
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It
is an independent legal person incorporated and effectively existing
according to law;
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4.2
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It
has the qualifications to exercise the cooperation hereunder, and its
business scopes cover such cooperation, and it has independent and lawful
disposal rights over such cooperation;
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4.3
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Its
authorized representative is authorized sufficiently to sign this
Agreement on behalf of it;
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4.4
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Its
signature of this Agreement neither breaks any legal documents binding on
it, nor infringes lawful rights of any third party, nor makes the other
party assume any liabilities to any third party (unless otherwise agreed
herein).
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| Article 5 Assignment and Severability | |
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5.1
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Unless
otherwise specified herein, any party hereto shall not transfer or assign,
in whole or part, any of its rights or obligations hereunder to a third
party without prior written consents of the other party; notwithstanding,
the parties hereto agree that any party may assign its rights and/or
obligations hereunder to its affiliates and/or related companies after
notifying the other party in writing provided always that the rights and
benefits of any party hereunder shall not in any way be affected
adversely.
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5.2
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In
case any provision is deemed to be invalid, unenforceable or is deemed not
to meet the laws of the People's Republic of China or is deemed to
conflict with such laws, the validity and enforceability of the remaining
provisions shall not be affected. The parties hereto agree if any
provision is deemed to be invalid or unenforceable or is deemed not to
meet the laws of the People's Republic of China or is deemed to conflict
with such laws, they shall substitute such provision by another valid and
enforceable provision upon their friendly negotiations. The said valid and
enforceable provision shall meet the maximum extent of the expected
commercial purposes of the parties hereto hereunder during the performance
of this Agreement.
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Article
6 Confidentiality
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6.1
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Without
prior written consents of the other party, any party shall not disclose
any provision, the signature and performance of this Agreement, and any
information obtained from the other party and its related companies due to
the signature and performance of this Agreement, to a third party
(excluding requested disclosure of relevant legal and regulation
authorities, governmental authorities, stock exchanges or other regulatory
authorities, and excluding disclosure to legal counsels, accounting
consultants, business consultants and other consultants and authorized
employees of Party A and Party B).
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6.2
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Party
A and Party B shall take any and all necessary measures to protect
business secrets obtained from the other party due to this cooperation
from being disclosed, used, discharged or obtained to and by unauthorized
persons.
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6.3
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The
party obtaining the business secrets (hereinafter referred to as
“Obtaining Party”) shall not reproduce or copy, in whole or part, such
business secrets offered by the other party (hereinafter referred to as
“Offering Party”) without prior authorities of the Offering Party or
permission under this Agreement; the Obtaining Party shall return all
business secrets to the Offering Party or destroy such business secrets
upon obtaining written consents from the Offering Party after the
termination of this Agreement.
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6.4
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The
Obtaining Party shall use the business secrets within the specified scopes
of this Agreement only. Furthermore, the Obtaining Party has caused or
will cause its employees and consultants who have been told such business
secrets to sign a confidential agreement covering the contents similar to
this Clause; otherwise, the Offering Party is entitled to claim breach
liabilities against the Obtaining Party due to breaches of confidential
obligations of its employees and consultants.
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6.5
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The
business secrets mentioned in this Clause refer to ideas, plans and
information stored in tangible or intangible media, including but not
limited to: information with technology or business natures, logos and
slogans, copyrights, computer software, source codes, target codes,
technologies, know-how, data,
marketing
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| layouts, summaries, reports, mails and lists, etc.. However, the following information shall not be included: (a) such information as can be verified by the party holding it lawfully before the other party discloses it; (b) such information as is known in public, and especially referring to such information as is known in public without any breach of the party holding it; (d) such information as is obtained by one party thereafter from other sources lawfully without confidential limitations; (e) such information as is ordered to be disclosed by a court or a governmental authority with compulsory summoning powers (however, such party has notified the other of the said order in advance so that the other party has opportunities to object or take other applicable activities). | |
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6.6
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Any
provision of this Agreement which is deemed to be invalid or unenforceable
shall not affect the validity of this Clause.
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6.7
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This
Clause shall survive during the effective Term of this Agreement and
within two (2) years upon termination of this
Agreement.
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| Article 7 Breach Liabilities | |
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7.1
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In
case any party directly or indirectly breaks any provision hereunder, or
fails to assume or fails to assume its obligations hereunder sufficiently
or in time, such party shall be treated to break this Agreement, and the
non-breaching party is entitled to notify the breaching party of
correcting its breaches and taking sufficient, effective and timely
measures so as to eliminate the breaching consequences in writing, and the
breaching party shall compensate the losses suffered by the non-breaching
party due to its breaches. In case the breaching party fails to correct
its breaches within fifteen (15) days upon receipt of the said notice, the
non-breaching party is entitled to revoke this Agreement earlier provided
always that it sends written notice to the breaching
party.
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7.2
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In
case any occurred breach has caused the fundamental failure of the
non-breaching party to achieve the purpose of this Agreement upon its
reasonable and objective judgment, the non-breaching party is entitled to
revoke this Agreement earlier by sending written notice to the breaching
party, and the breaching party shall compensate all direct losses arising
out of its breaches.
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16
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7.3
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The
breaching party shall pay the liquidated damages equivalent to monthly
incomes that are highest after due billing or RMB 50,000, whichever is
higher, to the non-breaching party.
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| Article 8 Force Majeure | |
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8.1
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“Force
Majeure” refers to such events as are unreasonably controllable,
unforeseeable or unavoidable even if foreseen to Party A and Party B, and
such events interfere, affect or delay the performance of the whole or
partial obligations of any party hereunder. Such events include but not
limited to governmental acts, God of Acts, wars or any other similar
events.
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8.2
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No
party shall be liable for any losses arising out of its failures or delays
to perform any of its obligations hereunder, which are suffered by the
other party. In case of any occurrence of any Force Majeure event, the
affected party shall notify the other party of such event as soon as
possible, and shall provide the evidences which can verify the occurrence
of such Force Majeure event to the other party within fifteen (15) days
upon the occurrence of such Force Majeure event. The affected party shall
take active and effective measures to minimize the losses of the party
which are caused by the failures or delays to perform this Agreement. The
time to be extended for the party suffering Force Majeure to perform its
obligations shall equal to such time in which such Force Majeure
lasts.
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| Article 9 Notice | |
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9.1
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Any
notice or written correspondence between the parties hereto shall be made
in Chinese, and shall be sent by fax, courier (including express),
registered mail or e-mail.
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Unless
otherwise notified in writing in advance, all notices and correspondences
shall be sent to the following correspondence
addresses:
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Party A:
Shengqu Information Technology (Shanghai) Co., Ltd.
Address:
Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New Area, Shanghai
17
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Postal
Code: 201203
Fax:
(0000) 00000000
E-mail:
xxxxxxx@xxxx.xxx
Attention:
Ren Ting
Party B:
Shanghai Holdfast Online Information Technology Co. Ltd.
Address:
Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New Area, Shanghai
Postal
Code: 201203
Fax:
(8621) 50504740-5707
Attention:
Xxxx Xxxx
In case
any notice or correspondence is sent by fax, such notice or correspondence shall
be deemed to be delivered on the date recorded on the fax. However, in case any
notice or correspondence is sent by fax after 5:00 P.M. or on a non-working day
of the receiving party, the delivery date shall be next working day of the
receiving party;
In case
any notice or correspondence is sent by e-mail, the e-mail sent to the
designated e-mail system of the receiving party shall be deemed as
delivered;
In case of
sending by courier (including express), the service date shall be subject to on
the date on which the receiving party make signature and
acceptance;
In case of
sending by registered mail, the service date shall be the 5th working
day from the date of sending such mail based on receipt from the post
office.
Article
10 Dispute Resolution and Applicable Law
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10.1
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The
conclusion, validity, interpretation, performance, modification,
termination and dispute resolution of, to and arising out of this
Agreement shall be applied to China's
laws.
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10.2
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Any
dispute arising out of the interpretation and performance of this
Agreement shall be resolved upon friendly negotiations in the first
instance. In case the said dispute can not be resolved within thirty (30)
days after one party notifies the other party of resolving such dispute in
writing, any party is entitled to institute such dispute to the People's
Court having jurisdictions under the signature place of this
Agreement.
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18
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10.3
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Whenever
any dispute occurs due to the interpretation and performance of this
Agreement or any dispute is under negotiation or ruling, Party A and Party
B shall continue to exercise their respective rights and perform their
respect obligations hereunder rather than those rights and obligations
under dispute.
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Article
11 Miscellaneous
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11.1
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Anything
not covered herein or required supplement, alternation and modification to
this Agreement due to business development shall be made in a
supplementary agreement in writing upon the negotiation of the parties
hereto. The said supplementary agreement shall come to effect upon
signature and seal of the parties hereto, and such validated supplementary
agreement shall have equal validity with this
Agreement.
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11.2
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Any
failure of any party to exercise its rights hereunder in time shall
neither be deemed to waive such rights, nor affect such party to exercise
such rights in the future.
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11.3
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This
Agreement has four (4) original copies with each party holding two (2)
copies respectively, and each party has the same legal validity with other
copies.
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19
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（No Text in the
following）
IN WITNESS
WHEREOF, this Agreement has been executed by the authorized persons of the
parties hereto as of the date first above written.
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Party
A: Shengqu Information Technology (Shanghai) Co., Ltd.
(Seal)
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Party
B: Shanghai Holdfast Online Information Technology Co. Ltd.
(Seal)
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Name
of Legal Representative or Authorized Representative:
(Seal)
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Name
of Legal Representative or Authorized Representative:
(Seal)
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20
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Attachment
A
Effective
Certificate of Power of Attorney for Game
21
