EXHIBIT 10.57
LEASE AGREEMENT OF MODERN CITY
This Agreement is made by the following three parties in Haidian District,
Beijing:
Property Owner: HAO ZHANGANG, HAO JIANING, XXXX XXXXXX (the
"Owner" )
Identification card number: Hao Zhangang: 110101620910257
Xxxx Xxxxxx: 320302640319324
Hao Jianing: No identification card
Domicile: 1/F Blue Sky Office Building, Xx.00 Xxxxxxx Xxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxx
Xxxxxx: BEIJING BLUE SKY YUNDA TECHNOLOGY DEVELOPMENT CO.,
LTD. ("Party A")
Registration Number: 1101062178142 (1--1)
Legal address: Blue Sky Office Xxxxxxxx, Xx.00 Xxxxxxx Xxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx
Legal Representative: Hao zhangang
Lessee: BEIJING XXXXX XXXX SIGHT INFORMATION TECHNOLOGY CO., LTD.
("Party B")
Registration number: Xx Xx Xxxx Xxxx Fu Zi No.006990
Registered address: Xx.0, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxx
Legal Representative: Mao daolin
The three parties hereto, based on the principle of equality and mutual benefit,
made the following agreements in relation to property lease through friendly
negotiation:
1. PROPERTY LEASE
1.1 The Owner agrees to entrust Party A to lease the property situated on 16/F
Block C Part A of SOHO Modern City, Xx.00 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx ("Leased Property") to Party B for the use of office only.
The gross floor area of the Leased Property is 1943.38 square meters, and
the inside floor area is 1390.88 square meters.
1.2 The location of the Leased Property is specified in the Floor Map and
Construction Drawing of the Leased Property attached hereto as Schedule I.
2. TERM
2.1 The term of the lease is two years, from January 15, 2002 to January 15,
2004. During the term of the lease, the first seventy-six days from 15th
January 2002 to 1st April 2002 are free of rent and property management
fees.
2.2 Party B is entitled to request an extension of the term during the three
months immediately before the expiry of the term. Upon the agreement of the
parties hereto,
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Party has the priority over any third person in leasing the Leased Property
based on the same conditions and terms.
3. RENT
3.1 The rent is XXx00 xxx xxxxxx xxxxx (xxxxx xxxxx xxxx) per month, including
property management fees, totaling US$29150.7 per month.
3.2 The rent is due and payable each month. Party A shall issue to Party B the
formal invoice specifying the amount of the rent of this month on Wednesday
of the first week of each month. Upon receipt of the invoice, Party B shall
pay the rent of this month by cheque on Thursday on the first week of each
month. The exchange rate between US dollars and Renminbi is the relevant
middle rate published by Bank of China on the payment date (or the day
before the payment date if no exchange rate is published on the payment
date).
4. DEPOSIT
4.1 Party B shall pay to Party A within 7 business days an amount equal to the
rent (including property management fees) of two months as deposit,
totaling US$58301.4.
4.2 Party A shall refund the deposit to Party B, without interest, within 15
business days after the termination of this Agreement, provided that all
fees due by Party B has been paid and the Lease Property is returned to
Party A.
5. PENALTY
5.1 If Party B fails to pay rent in accordance with this Agreement within the
specified period of time, Party A is entitled to assess a penalty of 0.5ie
of the amount due but unpaid per day.
5.2 Party B shall not pay any penalty if the delay of payment is due to the
delay of Party A in issuing invoice or other reasons attributable to
Party A.
6. USE OF THE LEASED PROPERTY
6.1 Party B shall be entitled to reasonably use the Leased Property in
accordance with this Agreement, and, the Owner and Party A warrant that
Party B is entitled to use the public area and public facilities of SOHO
Modern City ("Mansion") free of charge, provided that Party B shall comply
with the management regulations provided by the property manager in
relation to the public facilities of the Mansion (limited to those
consented to by Party B in writing).
6.2 The Owner has the right to sell the Leased Property, however, the right of
Party B to use the Leased Property provided herein shall not be affected no
matter how the Owner disposes of the Leased Property. Otherwise, the Owner
shall be deemed as having defaulted under this Agreement.
6.3 Party A agrees that Party B may allocate all or part of the Leased Property
for its affiliated companies to use, but Party B remains as the Lessee. The
affiliated companies of Party
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B have the same right to use the Leased Property as Party B. Party B's
affiliated companies include: Beijing Sina Interactive Information Service
Co., Ltd., Beijing Sina Interactive Advertising Co., Ltd., Guangdong Sina
Interactive Information Service Co., Ltd. and other companies which Party B
notifies Party A in advance and in writing.
6.4 Except for the provisions above, Party B shall not sublet all or any of the
Leased Property to any third person without the prior consents in writing
of Party A.
6.5 During the term of the lease, Party A shall not interferes with, and
guarantee that no third person shall interferes with, the use and enjoyment
of Party B of the Leased Property unless justified by a reason, provided
that Party B does not default in rent payment.
6.6 Without the consent in writing of Party B, Party A shall not install any
objects or facilities in the vicinity of the Leased Property, which shall
affect the enjoyment of sunshine or sight of Party B, including but not
limited scroll, neon lights, advertising board, lampshade, lights and
decoration. If the developer of the Mansion, property manager or any third
person takes similar actions, Party A shall be responsible to prevent such
actions from taking place. Otherwise, the rent shall be lowered or Party A
shall compensate the losses of Party B.
6.7 Party A agrees that Party B may make reasonable decoration and change the
route of the power supplying lines, air conditioning system, fire fighting
system, but all relevant costs shall be born solely by Party B.
6.8 Upon the prior consent of Party B, Party A or its authorized
representatives may enter the Leased Property at appropriate time and after
having served reasonable notice. Except on occasions of fire fighting or
other emergency, the entering into the Leased Property shall not affect the
normal business of Party B.
6.9 During the three months immediately before the expiry of this Agreement,
Party A and any other third person intending to lease the Leased Property
accompanied by Party A may access to and inspect the Leased Property upon
the prior consent of Party B, provided that the normal business of Party B
shall not be affected by such accession and inspection.
7. MAINTENANCE AND REPARATION
7.1 During the term of the lease, Party A shall be responsible for the
maintenance and reparation of the major construction structure, walls,
drainage facilities, pipelines and cables in accordance with relevant laws
and regulations.
7.2 If the damage to the major construction structure, walls, drainage
facilities, pipelines and cables is caused by Party B willfully or
negligently, Party B shall be responsible for the reparation.
8. AREA OF THE LEASED PROPERTY
8.1 The floor area of the Leased Property which is the base to calculate the
rent shall be the floor area of the Leased Property surveyed by Beijing
municipal housing authorities or other authorities authorized by the
municipal government. If there is discrepancy between the floor area of the
Leased Property surveyed by Beijing municipal housing
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authorities or other authorities authorized by the municipal government and
the floor area provided in Article 1 of this Agreement, the rent shall be
calculated in accordance with the first one and appropriate adjustment of
rent shall be made if necessary.
8.2 If the floor area surveyed by Beijing municipal housing authorities or
other authorities authorized by the municipal government is smaller than
the floor area provided in Article 1 of this Agreement, Party A shall
refund the extra rent to Party A within 5 business days after the surveyed
floor area is available or apply the extra rent to the rent payable
afterwards. If the surveyed floor area is larger than the floor area
provided in this Agreement, Party B shall be pay the balance.
9. RETURN OF THE LEASED PROPERTY
9.1 Party B shall return the Leased Property to Party A upon the termination of
this Agreement. If there is no material damage to the Leased Property,
Party B may not revert the Leased Property to its original condition.
10. Representations, Undertakings and Warranties
10.1 The parties hereto represents, undertakes and warrants to each other that:
(1) it is a company duly established and validly existing;
(2) it has all necessary capacity to conduct the transaction contemplated
herein, and such transaction is within its business scope;
(3) it has all necessary power and rights to sign this Agreement, and its
authorized representative has obtained due authority to sign this Agreement
on its behalf;
(4) it has the ability to perform the obligations provided herein, and such
performance is not in violation of any laws or regulations which are
applicable to it;
(5) it has not entered into any liquidation, dissolution or bankruptcy process.
10.2 The Owner warrants that it has the integral ownership right to the Leased
Property.
10.3 The Owner and Party Warrant that all necessary governmental approvals
applicable to the Leased Property have been or shall be obtained, the use
of the Mansion as office is in compliance with relevant laws and
regulations, and can satisfy the need of Party B for its normal business.
11. DEFAULT
11.1 If any party ("Defaulting Party") defaults against any of its obligations
or fails to timely and completely perform its obligations provided herein,
the other party ("Non-defaulting Party) is entitled to demand the
Defaulting Party to rectify its defaults and take sufficient, effective and
timely remedial actions to eliminate the aftermath of default, and make
full compensation for the losses of Non-defaulting Party attributable to
such defaults.
11.2 Upon the occurrence of default, if it is deemed to be impossible or unfair
for the Non-defaulting Party to continue to perform its obligations
provided herein upon the reasonable and objective judgment, the
Non-defaulting Party is entitled to suspend its performance of the
obligations and notify the Defaulting Party of such suspension until the
defaults are stopped and sufficient, effective and timely remedial actions
are taken by
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Party A to eliminate the aftermath of the defaults and compensation is made
to compensate the losses of the Non-defaulting Party.
11.3 The losses of the Non-defaulting Party to be compensated by the Defaulting
Party include any direct losses and foreseeable indirect losses and costs
incurred including but not limited to fees payable to legal counsel, court
or arbitration fees, financial costs and transportation fares and room and
board fees.
12. FORCE MAJEUR
12.1 Force Majeur means any event which can not be controlled, foreseen or
prevented by using reasonable efforts, and affects and delays the
performance of any party hereto of all or part of its obligations. Such an
event includes but not limited governmental decisions, natural disaster,
war and any other similar event.
12.2 Any party which is affected by force majeur shall inform the other parties
of the situation as soon as practical.
12.3 Any party which is affected by force majeur may suspend the performance of
its obligations until the influence of the force majeur event is
eliminated, and shall not be deemed as defaulting, provided that the
affected party shall provide to other parties the certificate issued by
relevant notary public or other appropriate entities attesting the
occurrence of the force majeur event. Without such a certificate, other
parties may hold the affected party liable for defaulting.
12.4 Each party shall exert its utmost efforts to alleviate or eliminate the
aftermath of the force majeur event upon its occurrence. If any party fails
to perform this obligation, this party shall be liable for losses which
could have been prevented.
12.5 If the force majeur event affects any party to perform its obligations for
consecutive 15 days or 30 days in accumulation, the parties shall consult
with each other on the continuous performance of the obligations. If the
parties cannot reach an agreement, any party may terminate this Agreement.
13. EFFECTIVENESS, AMENDMENT AND TERMINATION
13.1 This Agreement becomes effective upon the signatures and common seals of
the parties.
13.2 Upon the occurrence of any of the following event, other parties may
unilaterally terminate this Agreement in writing:
(1) one party defaults, and the Defaulting Party fails to rectify the defaults
or take sufficient, effective and timely remedial actions to eliminate the
aftermath of the defaults and compensate the losses of the Non-defaulting
Party attributable to such defaults;
(2) one party bankrupts or enters into liquidation process, and the process is
not terminated within seven days;
(3) one party cannot perform the obligations due to influence of force majeur
for over 10 days.
13.3 Upon the following actions of Party B, Party A is entitled to unilaterally
terminate this
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Agreement:
(1) conducting illegal business activities in violation of laws or regulations;
(2) changing the use of the Leased Property without the consent of Party A; or,
without the consent of Party A subletting all or part of the Leased
Property or allowing any third party to use or co-use the Leased Property
(excluding the affiliated companies of Party B).
13.4 If Party B cannot use or enjoy the Leased Property and the Mansion due to
force majeur events or events not attributable to Party A (excluding the
damage directly or indirectly caused the willful or negligent actions of
Party B during the term of the lease), Party B is entitled to terminate
this Agreement and notify Party A of the termination. Upon the termination,
Party A shall refund the deposit and rent paid in advance.
13.5 The termination prior to the expiry of the term of the lease shall not
affect any party's rights and obligations arising before the termination of
this Agreement.
14. NOTICE
14.1 Any notice from one party to other parties in relation to this Agreement
shall be in writing and delivered by hand, fax, telegraph, telefax, email,
or pre-paid mail or courier. If delivered by hand, fax, telegraph, telefax
or email, the notice is deemed to reach the addresses on the date of
dispatch; if delivered by pre-paid mail or courier, the notice is deemed to
reach the addresses on the third day after the dispatch.
14.2 Each notice shall be delivered to the addresses mentioned in the first part
of this Agreement unless these addresses are changed by the relevant party
by a written notice.
15. DISPUTE RESOLUTION
15.1 If any dispute arises out of this Agreement in terms of its interpretation
and performance, the parties shall resolve the dispute through consultation
in good faith.
15.2 If the parties cannot reach an agreement regarding the dispute, the parties
shall submit the dispute to China International Trade and Economic
Arbitration Commission for arbitration in accordance with its then
effective arbitral rules. The arbitration shall take place in Beijing in
Chinese language. The arbitral award shall be final and binding upon all
parties.
15.3 The signing, effect, performance and interpretation as well as dispute
resolution are governed by Chinese laws.
16. OTHER PROVISIONS
16.1 This Agreement is executed in three original copies, each party holding one
copy. Each original copy has the equal binding effect.
16.2 The Owner agrees that if Party A fails to perform its obligations provided
herein disregarding any cause of such failure, the Owner shall perform
these obligations, and shall be jointly and severally liable to Party B.
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16.3 The parties may amend this Agreement in writing. The amendment and
supplemental agreements are integral parts of this Agreement, having equal
binding effect with this Agreement.
16.4 If any provision of this Agreement becomes wholly or partially invalid or
unenforceable due to contradicting with laws or governmental rules or other
reasons, such provision is deemed having been deleted. However, the
deletion of such provision shall not affect the validity of other
provisions.
16.5 Unless provided otherwise, any omission or delay in exercising any right,
power or privilege provided herein shall not be deemed to be a waiver of
such right, power or privilege. Specific or partial exercise of any right,
power or privilege shall not affect the exercise of other right, power or
privilege.
16.6 This Agreement constitutes the whole agreement between the parties
regarding the lease of the Leased Property, and supersedes any oral and
written agreement, understanding and communication regarding the lease of
the Leased Property reached prior or at the same time as this Agreement.
Unless expressly provided in this Agreement, there is no express or implied
obligations or undertakings among the parties hereto.
16.7 No party is entitled to terminate this Agreement prior to the expiry of the
term of the Lease unless as provided in this Agreement and the schedules.
16.8 The following documents are integral schedules to, with equal binding
effect as this Agreement: (i) the Floor Map and Construction Drawing of the
Leased Property; (ii) the Supplemental Agreement of the Modern City Lease
Agreement.
Owner: HAO Zhangang, HAO Jianing, XXXX Xxxxxx
Signatures: /s/
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Date: January 2002
Lessor: Beijing Blue Sky Yunda Technology Development Co., Ltd.
Authorized representative: /s/
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Date: January 2002
Lessee: Beijing Xxxxx Xxxx Sight Information Technology Co., Ltd.
Authorized representative: /s/
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Date: January 2002
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