Cooperation Agreement
Exhibit
10.3
No.
C-06-09-10
Party
A:
Shaanxi Jialong Hi-Tech Industrial Co., Ltd
Party
B:
Shaanxi Shengtang Chuangyi Advertising & Consulting Co., Ltd
According
to the Contract
Law of the People’s Republic of China,
and on
the principal of integrity operation and mutual beneficial, this agreement
on
the digital information kiosk is constituted through Party A and Party B’s
friendly negotiation.
Clause
One. Entity Qualifications of the Parties
Party
A:
Shaanxi Jialong High-tech Industrial Inc., registered in Sub-No. 6 South Section
of Taibai Road, Xi’an City, Shaanxi Province by legal representative Xxxxx
Xxxxxxx, owning the Corporation Business License number with 6100001011146
issued by Shaanxi Industrial and Commercials Administrative Bureau, is a
lawfully established enterprise.
Party
B:
Shaanxi
Shengtang Chuangyi Advertising & Consulting Co., Ltd, registered
in Block L 21st Floor Millennium Star Mansion No. 88 Western Part of 0xx Xxxxx
Xxxx Xxxx Xi’an City, Shaanxi Province by legal representative Xxx Xxx, owning
the Corporation Business License number with 6100002072096 issued by Shaanxi
Industrial and Commercials Administrative Bureau, is a lawfully established
enterprise.
Clause
Two: Cooperation Object and Mode:
1.
Cooperation Object: Party B shall be responsible for carrying out market
exploration in the cooperation area; and Party A shall decide the concrete
location of the digital information kiosk. Party B has the right to use the
partial space of the kiosk to run other business, like sales of newspapers,
magazines and public telephone service; and Party A shall install downloading
machines in the certain space of the kiosk and run relevant business.
2.
Cooperation Mode: The deposit of each digital information kiosk is
RMB40,000.00Yuan, and then the deposits of 400 sets kiosks shall be
RMB16,000,000.00Yuan( In words: Sixteen Million Yuan only). Party A and Party
B
shall bear 50% of the deposits respectively. Party A shall pay for the rental
of
kiosks to Party B to assure the normal operation of the downloading machines
in
the kiosks
Clause
Three: Cooperation Area
Northwest
Region of P.R. China (Shaanxi, Ningxia, Gansu, Qinghai and Xinjiang Uygur
Autonomous Region)
Cooperation
Period: 5 Years (Commencing from September 10th,
2006 to
September 9th,
2011)
Clause
Four: Obligations and Rights of Each Party
1.
Party
A’s Obligation and Rights
1.1
Party
A has the right to decide the installment location of kiosks, and Party B shall
not propose any objections;
1.2
Party
A has the right to carry out advertising propaganda relying on the kiosks but
with the limitation on Party A’s own business;
1.3
If
Party B’s advertising business has some influence on Party A’s operation and
whole advertising propaganda, Party A has the right to require Party B to change
or withdraw it;
1.4
Party
A’s operation and propaganda activity shall not influence Party B’s normal
operation;
1.5
Party
A shall not forbid Party B’s advertising business on the condition that it would
not influence Party A’s advertising business.
1.6
Party
A shall not use the kiosk to run other illegal business.
1.7
Party
A shall pay fees to Party B according to the contract terms.
1.8
Party
A shall be responsible for installing the downloading machine and shall not
influence Party B’s operation.
2.
Party B’s Obligation and Rights:
2.1Party
B has the right to decide its business scope and use the partial
space
of
the
kiosk to run advertising business but shall not influence Party A’s
operation
and advertising propaganda.
2.2Party
B has the right to take all the expenses covered in the contract.
2.3Party
B shall take charge of selecting and installing the kiosk but shall
tally
with Party A’s requirements;
2.4Party
B shall be responsible for any disputes caused by the kiosk
(exclusive
of
Party
A’s operation and advertising activity)
2.5
Party
B shall bear all electricity bills of the kiosk, and all administration fees
and
fines (except for Party A’s reason)
2.6
Party
B shall guarantee the kiosk’s normal work, especially the downloading machine
(except for Party A’s own reasons)
2.7
After
the contract expires, if the two parties have no willing to cooperate any more,
Party B shall refund all deposit one time to Party A within 5 days before the
contract expires
2.8
Party
B shall assure to install 400 kiosks prior to September 30th,
2006.
Clause
Five: Deposit and Rental Payment
1.
Deposit Payment: Party A shall pay for the deposit of 400 sets of kiosks with
the total amount of RMB8, 000,000.00Yuan (In Words: Eight Million Yuan only)
at
the unit price of RMB20, 000.00Yuan per kiosk according to the Item 2 of Clause
Two of the contract. Party A shall pay the deposit money with the amount of
RMB8, 000,000.00Yuan to Party B ahead of Sep 30th,
2006.
2.
Rental
Payment: The rental of each kiosk is RMB500.00Yuan. Party A shall pay for the
previous month’s relevant rental before the fifth day of each month to Party B
according to the actual rented days.
Clause
Six: Responsible of Agreement Breaching
1.
If
Party ß
fails to
pay for the deposit and rental to Party B under the contract terms, as per
day
delay, it shall bear 0.01% of the deposit or 5% of the rental as daily overdue
fine.
2.
If
Party B fails to install the kiosks according to the contract terms, as per
day
delay, it shall pay 0.01% of the deposit as
liquidated damages.
3.
If the
kiosks can not normally work caused by Party B or its contract beaching
activity, Party B shall bear all losses brought to Party A.
Clause
Seven: Disputes Settlement
Any
disputes occurred in the course of performing this agreement, shall be solved
through two parties’ negotiation; if fails to do so, it shall be governed by the
local court with the location of the signed place.
Claus
Eight: Miscellaneous:
This
agreement shall be signed in Xi’an City, Shaanxi Province.
Any
uncovered matters shall be solved through a supplementary agreement signed
by
the two parties. The supplementary agreement shall enjoy the same legal force
with this agreement.
This
agreement is made in duplicate; and each party holds one.
This
agreement shall be come into force since the signed date.
| Party A(Seal and Signature): | Party B(Seal and Signature): | |
| Legal Representative (Signature): | Legal Representative (Signature): | |
|
Xxxxx
Xxxxxxx
|
Xxx
Xxx
|
|
| September 10th, 2006 | ||
