SOLE AGENT SERVICE AGREEMENT
Exhibit
10
SOLE
AGENT SERVICE AGREEMENT
The
parties
herein are as follows:
Party
A:
China Yellow River TV Station
Registered
address: No. 318, Ying Ze Street, Xxx Xxxx City, Shan Xi ProvinceôChina
Legal
Representative: Xxxxx Xxx Xiang
Party
B:
Guangdong M-Rider Media Co., Ltd.
Registered
Address: 6/F., Guangzhou Broadcast Building, Xx. 000 Xxxx Xxx Xxxxx Xxxx,
Xxxxxxxxx Xxxx, Xxxxxxxxx ProvinceôChina.
Legal
Representative: Xxxx Xx
In
order
to further build up the brand of the China Yellow River TV Station [Min Sheng
Channel], enhance the popularity of the [Min Sheng Channel] and the
advertisement income as well as elevating the value of media resourses, Party
A
and Party B have reached the following agreement after equal and amicable
negotiation in respect of Party B acting as the sole agent for the China Yellow
River TV Station [Min Sheng Channel] and providing value-added services for
the
China Yellow River TV Station [Min Sheng Channel].
Clause
I:
Sole agent service period
| 1. |
The
period for Party B to act as the sole agent for the Yellow River TV
Station [Min Sheng Channel] shall be from January 1, 2007 to December
31,
2011.
|
| 2. |
If
there is no material change of policy upon the expiry herein, i.e.
December 31, 2011, Party B shall have priority to renew this agent
agreement for further 5 years and so
forth.
|
Clause
II: Details of the sole agent service
| 1. |
Working
capital service
|
Party
B
shall use the advertisement prepayment as the working capital for Party A to
operate the China Yellow River TV Station [Min Sheng Channel] and such
prepayment shall be directly deducted from advertisement fees payable to Party
A. The cumulative prepayment shall not exceed RMB 5,000,000 each year and
payment shall be settled by the end of each financial year.
| 2. |
Media
sale service
|
Party
A
authorizes Party B to act as the sole general agent for all advertisement
resources sale of the China Yellow River TV Station [Min Sheng Channel]. After
this agreement signed, Party B shall form a professional sales team to assist
Party A to develop the sales for the China Yellow River TV Station [Min Sheng
Channel] for Party A. Party B shall also provide Party A with the professional
services including the formation of and technical training for the sales team,
market research and development, etc.
1
| 3. |
Software
management service for media sales
|
In
order
to cope with media sales characteristics of Party A, Party B shall develop
professional software for media sales management and shall on the basis of
the
software jointly work with Party A to enhance the efficiency of sales and
services.
| 4. |
Consultation
services on media environmental analysis
|
| (1) |
Weekly
report
|
Party
B
shall provide Party A with weekly media analysis reports and shall also furnish
a report on the popularity ratings of other competitors.
| (2) |
Monthly
report
|
Party
B
shall provide Party A with monthly report on the analysis of the media broadcast
rating. Party B shall also provide a report on the trends of popularity for
the
four weeks and reflect the changes of the broadcast popularity in a timely
manner.
| (3) |
Report
on the non-periodical broadcast ratings
|
In
accordance with the actual situation of the media, Party B shall provide the
change of broadcast ratings and identify the causes and work out the
measures.
| 5. |
Consultation
services for the program formation and
arrangement
|
On
the
basis of the broadcast rating and for enhancing popularity, Party B shall carry
out an analysis on the competition of media popularity and offer reasonable
suggestions and recommendation on programs formation and planning.
| 6. |
Consultation
services for sales analysis and strategy
|
On
the
basis of the sales data, popularity ratings and broadcasting records, Party
B
shall provide analyses on the sales status and furnish sales strategies so
as to
enhance the effectiveness of the sales.
Clause
III Agency services and operations targets
| 1. |
Party
B shall assist Party A to achieve its business targets of the channel
operations, which are set as follows:
|
In
2007,
the annual turnover to be accomplished by the China Yellow River TV Station
[Min
Sheng Channel] under the assistance of Party B shall be RMB 32,000,000; the
annual turnover to be accomplished by the China Yellow River TV Station [Min
Sheng Channel] for 2008 and 2009 under the assistance of Party B shall increase
10% each year (i.e. the turnover in 2008 shall be RMB 35,200,000 and RMB
38,720,000 for 2009). In 2010 and 2011, the annual turnover of the [Min Sheng
Channel] under the assistance of Party B shall increase 8% each year (i.e.
RMB
41,820,000 for 2010 and RMB 45,160,000 for 2011. The targets for 2008 to 2011
shall only be the tentative business targets.
| 2. |
Both
parties shall take the first week of January every year as a settlement
week for the preceding year.
|
| 3. |
In
respect of the portion of total revenue of the China Yellow River TV
Station [Min Sheng Channel] not exceeding RMB 32,000,000, Party A shall
pay 10% of the turnover to Party B every month as Party B’s media
consultation fees. In respect of the portion from RMB 32,000,000 to
RMB
34,000,000, it shall be belonging to Party A. In respect of the portion
exceeding RMB 34,000,000, it shall be shared between the parties on
50/50
basis.
|
2
Clause
IV
Concepts on the advertisement sole agency
| 1. |
Party
A shall authorize and protect Party B for its rights as sole agent
for all
its advertisement resources owned by the Yellow River TV Station [Min
Sheng Channel] within the contractual
period.
|
| 2. |
Party
B shall have rights to give suggestion on the programming and the
advertising time slots for the Yellow River TV Station [Min Sheng
Channel]. If the Yellow River TV Station [Min Sheng Channel] needs
to
adjust its programs and advertisement sections, Party A shall notify
Party
B at least 30 days in advance and shall on the full communicative basis
confirm the programs rearrangement and advertisement time
section.
|
| 3. |
During
its period as the sole agent, Party B may in accordance with the market
development and requirement independently formulate and adjust the
advertisement price schedule, the relevant sales policy and the mode
for
operation, etc. for the Yellow River TV Station [Min Sheng Channel].
|
| 4. |
Within
the business period of Party B acting as sole agent, Party A shall
not
unilaterally operate any advertisement business of the Yellow River
TV
Station [Min Sheng Channel] and shall not directly appoint any third
party
other than Party B to operate any advertisement business of the Yellow
River TV Station [Min Sheng Channel].
|
| 5. |
At
appropriate times, both parties may form a joint venture company for
further cooperation.
|
Clause
V
The definition of advertisement resources
| 1. |
The
parties agree that the data transmitted with the public as audience
of the
Yellow River TV Station [Min Sheng Channel] and the advertisement as
target, which is broadcasted through the Yellow River TV Station [Min
Sheng Channel] shall refer to the “advertisement’ herein. The
advertisements serving the enterprises or products shall be the commercial
advertisements; those serving the public welfare shall be the public
welfare advertisement irrespective of whether the commercial advertisement
or the public welfare advertisement belongs to the sole agency scope
of
Party B. The general advertisements, advertisement insertion, active
sponsorship advertisement, etc. broadcasted by the Yellow River TV
Station
[Min Sheng Channel] shall be within the scope of advertisement under
the
sole agency herein.
|
| 2. |
The
advertising time slots mentioned herein shall refer to all advertisement
schedules in all programs with relatively fixed position of time broadcast
by the Yellow River TV Station [Min Sheng Channel]. It also includes
the
advertisement time sections of a newly-set or revised programs under
the
sole agency period of the Yellow River TV Station [Min Sheng Channel].
|
| 3. |
The
advertisement resources of the Yellow River TV Station [Min Sheng Channel]
shall refer to all and at any form of advertisement resources with
matters
as the carriers in all advertising time sections and all programs but
shall not be limited to SMS, request of broadcast, naming, sponsorship,
labeling, mobile subtitles, special subject,
seminars
|
| 4. |
The
advertisement of public welfare activities and commercial activities
broadcast by the Yellow River TV Station [Min Sheng Channel] shall
be
within the scope of Party B.
|
Clause
VI
Method of payment
| 1. |
The
advertisement fees of the China Yellow River TV Station [Min Sheng
Channel] shall be paid by the customers to Party B. Party B shall deduct
10% directly there-from each month as the media services fee for that
particular month whilst the balance thereof shall be deducted in
accordance with the sub-clause 1 of Clause II for offsetting the
prepayments and the amount that remains after the deduction shall be
paid
to Party A. The advertisement prepayment made by Party B shall be repaid
in full before the settlement week each
year.
|
| 2. |
In
principle Party B shall pay Party A in cash. But if agreed or required
by
Party A, Party B may also use tangible assets or consumption as form
of
payment which shall be included in full in the advertisement revenues
of
the China Yellow River TV Station [Min Sheng Channel].
|
| 3. |
Party
A shall furnish Party B with the advertisement invoices and in respect
of
every payment made by Party B, Party A shall provide Party B with an
invoice for the equivalent value.
|
3
Clause
VII Other obligations of the parties
| 1. |
Party
A’s other obligations
|
| a) |
Party
A shall guarantee that the personnel in charge of the Yellow River
TV
Station [Min Sheng Channel] are relatively stable, and if this entails
significant operational reforms, Party B shall have the right to suggest
the termination of this agreement and this shall not be deemed as breach
of contract by Party B.
|
| b) |
Party
A has the obligations to create good operation environments for Party
B
and build up good relationship with local commercial enterprises, medical
supervisory institute and the administrative management authority of
the
advertisement business.
|
| c) |
In
order to fully develop the market for the Yellow River TV Station [Min
Sheng Channel], Party A shall coordinate with Party B in research and
development of the advertisement products, paid TV programs and adjust
the
programming schedule and advertising time slots.
|
| d) |
Party
A shall have the obligations to provide related data and hardware
equipment requested by Party B.
|
| 2. |
Party
B’s other obligations
|
| a) |
Party
B shall in accordance with this agreement make timely payments of the
advertisement fees to Party A.
|
| b) |
In
order to guarantee the safety of broadcasting, Party B’s staffs shall on
their own initiatives abide by Party A’s broadcast
rules.
|
| c) |
Party
B shall keep good safety and make proper use of the related equipments
provided by Party A.
|
| d) |
Party
B shall make positive maintenance and promotion of the brand image
of the
Yellow River TV Station [Min Sheng
Channel].
|
| e) |
Party
B shall abide by the laws and regulations in carrying out the business
activities hereunder.
|
Clause
VIII Liability for breach of contract
| 1. |
If
either party herein fails to fulfill its responsibility hereunder,
it
shall constitute a breach of contract by that party. Under the
precondition of not harming the rights or relief enjoyed by the party
proposing termination due to legal or other reasons, the party abiding
by
the contract may issue a written notice (“written notice of breach of
contract”) after the other party has caused the breach of contract. If the
party in breach of contract fails to carry out rectification or remedy
within 30 days after receipt of the notice of breach of contract, the
party abiding by the contract shall have the right to request for
termination of this agreement in accordance with the terms and conditions
herein and request for the relevant
compensation.
|
| 2. |
With
the exception of the circumstances stipulated in this agreement, if
any
party terminates this agreement unilaterally in advance, it shall pay
compensation to the other party and the amount of compensation shall
be
50% of the business target for that particular
year.
|
Clause
IX
Resolution of disputes and applicable law
If
any
dispute arises from the interpretation of any terms and conditions herein or
from the fulfillment hereof, both parties shall negotiate for resolution of
that
dispute, failing which either part may refer it to the court having jurisdiction
for litigation.
4
Clause
X
Others
| 1. |
All
matters not accounted for herein may be incorporated in separate
supplementary agreement by the parties.
|
| 2. |
The
attachment hereto shall be an integral party hereof and shall constitute
a
complete part thereof having the same legal
effects.
|
| 3. |
With
the written consent of the opposite party, either party shall not disclose
the contents and details thereof to a third
party.
|
Clause
XI
This
agreement shall be in quadruplicate with Party A and Party B holding two copies
each, which shall have the same legal effects. This agreement shall come into
effect upon affixation of signature and seal by the legal representatives or
authorized representatives of both parties.
Clause
XII
Since
herein Party B is actually the subsidiary company registered in Shan Xi in
the
performance of the agreement, Party A agrees that after the registration of
Party B’s Shan Xi subsidiary company, the rights and obligations enjoyed by
Party B shall be transferred to the subsidiary company designated by Party
B.
|
Party
A: China Yellow River TV Station
|
Party
B: Guangdong M-Rider Media Co.,
Ltd.
|
|
(affix
seal)
|
(affix
seal)
|
|
|
|
|
Legal
Representative or Authorized Representative
|
Legal
Representative & Authorized
Representative
|
|
|
|
|
______________________________
|
_______________________
|
|
(affix
signature)
|
(affix
signature)
|
|
|
Month_____
day _____2006
|
|
Place
of signature:__________________
|
Note:
(this is not part of the original agreement)
The
original version of this agreement is written in Chinese and the English version
is for reference only. If any dispute arises from the interpretation of this
agreement in the original Chinese version and the English version, the Chinese
version shall prevail.
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