EXHIBIT 4.142
TECHNICAL SUPPORT AGREEMENT
THIS TECHNICAL SUPPORT AGREEMENT ("this Agreement") is entered into on this 1st
day of January, 2007 by and between Shanghai Xxxxxx Networking Co., Ltd. ("Party
A"), a company organized and existing under the laws of the People's Republic of
China (the "PRC"), and Xxxxxx Computer (Shanghai) Co., Ltd., ("Party B"), a
wholly foreign-owned enterprise organized and existing under the laws of the
PRC. Each of Party A and Party B shall hereinafter individually be referred to
as a "Party" and collectively as the "Parties".
WHEREAS, Party A engages in such business as the operating, developing and
marketing of online games in PRC (the "Business") and Party B possesses
expertise and resources on technology involved in the Business. Party A intends
to retain Party B to provide relevant technical support service with respect to
the Business ("Technical Support Service"), and Party B is willing to accept
such retaining pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, the Parties hereby agree as follows.
ARTICLE 1 SERVICE AND PAYMENT
1. Party A hereby:
A. appoints Party B, effective as of the date of this Agreement, as the
provider of Technical Support Service relating to the Business as agreed by
the Parties from time to time; and
B. agrees to pay Party B a Service Fee, on a quarterly basis, within three (3)
months of the last day of each quarter. The amount of said quarterly
Service Fee shall be decided according to the technical support services
provided by Party B upon request of Party A, and shall be calculated in
accordance with the days and personnel involved in the technical support
service in the quarter elapsed. A discount of 88% shall apply to the
Service Fee payable by Party A under this Agreement. In addition to the
Service Fee, Party A shall reimburse Party B for reasonable out of pocket
costs Party B incurs in connection with providing the technical support
services under this Agreement, including but not limited to, business trip
costs, accommodation and meal costs, transportation and telecommunication
expenses.
The Service Fee shall be calculated using the following formula: service
fee =
Technical Support Agreement
(service fee of different employee per day described in the Schedule A x
number of business days) x 88% + other reasonable out of pocket costs.
If Party A is not satisfactory to the services provided by Party B in the
relevant period and requests deduction of related Service Fee, or the
actual fee paid by Party A is higher than the Service Fee payable under
this Agreement, Party A shall, upon mutual agreement between the Parties,
have to right to deduct the corresponding amount from the next payment of
Service Fee payable by Party A to Party B.
2. Party B agrees to provide the services listed in Schedule B hereof as
requested by Party A.
3. Unless otherwise agreed by Party B in writing, Party A shall not retain any
third party to provide the services listed in Schedule B hereof.
ARTICLE 2 TERM, TERMINATION AND SURVIVAL
1. Term. This Agreement shall be effective upon execution hereof by authorized
representatives of the Parties and shall remain effective for a period of
one (1) year, which will be automatically renewed for another one (1) year
upon expiry of each term unless Party B notifies Party A of its intention
not to renew thirty (30) days before the current term expires. Party A
shall not terminate this Agreement within the term of this Agreement.
2. No Further Obligations. Upon termination of this Agreement, Party B shall
have no further obligation to render any Technical Support Service
hereunder.
3. Survival. Termination of this Agreement shall be without prejudice to any
obligation by one Party to the other Party which shall have accrued prior
to such termination.
ARTICLE 3 MISCELLANEOUS
1 Entire Agreement. This Agreement constitutes the entire agreement among the
Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings or arrangements, oral or written, between
the parties hereto with respect to the subject matter hereof
2 Amendment. No variation of or supplement to this Agreement shall be
effective unless the Parties have agreed in writing and have respectively
obtained the required authorizations and approvals (including an approval
from the audit committee or other independent institution, which has been
established under the Sarbanes--Oxley Act
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Technical Support Agreement
the NASDAQ Rules, of the board of directors of Xxxxxx Interactive
Entertainment Limited, Party B's overseas holding company).
3 Waiver. Any waiver on the part of any Party hereto of any rights or
interests under this Agreement shall not constitute the waiver of any other
right or interest or any subsequent waiver of such right or interest. The
failure of any Party at any time to require performance of any provision of
this Agreement shall not affect the right of such Party to require full
performance thereof at any time thereafter.
4 Assignment; Obligations of Transferees. This Agreement shall be binding
upon the Parties hereto and their respective successors and permitted
transferees and assigns. Without the prior written consent of the other
Party hereto, neither Party shall assign or transfer any rights or
obligations that it may have under this Agreement.
5 Governing Law. The execution, interpretation, performance and termination
of this Agreement shall be governed by and construed in accordance with the
laws of the PRC.
6 Notice. Any notice, request or other communication to be given or made
under this Agreement shall be in writing. Any such communication may be
delivered by hand, airmail, facsimile or established courier service to the
Party's address specified below or at such other address as such Party
notifies to the other Party from time to time, and will be effective upon
receipt (if a communication is delivered by facsimile, the time of the
receipt of the facsimile shall be the time when the sender receives a
confirmed transmittal receipt).
For Party A:
Shanghai Xxxxxx Networking Co., Ltd.
Address: Xxxx 000-X, Xx. 000 Xxxxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx
Attention: ________________________
Fax: 00000000
For Party B:
Xxxxxx Computer (Shanghai) Co., Ltd.,
Address: Xx.000 Xxxx Xxxx, Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx
Attention: _________________________
Fax: 00000000
7 Severability. The invalidity, illegality or unenforceability of any
provision of this
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Technical Support Agreement
Agreement shall not affect the validity, legality or enforceability of any
other provision. This Agreement shall continue in full force and effect
except for any such invalid, illegal or unenforceable provision.
8 Headings. The headings throughout this Agreement are for convenience only
and are not intended to limit or be used in the interpretation of the
provisions of this Agreement.
9 Language and Counterparts. This Agreement is entered into the language of
Chinese. This Agreement and any amendment hereto may be executed by the
Parties in separate counterparts, each and all of which shall be original
and all of which together shall constitute one and the same instrument.
10 Dispute Resolution. All disputes arising from the execution of, or in
connection with this Agreement shall be settled through amicable
consultation between the Parties. If no settlement can be reached through
consultation, the dispute shall be submitted to the China International
Economic and Trade Arbitration Commission (CIETAC) Shanghai Commission for
arbitration, in accordance with its arbitration rules then in effect. There
shall be three arbitrators. The arbitration shall be held in Shanghai. The
language of the arbitration shall be Chinese. The arbitral award shall be
final and binding on both Parties. The costs of the arbitration shall be
borne by the losing Party, unless the arbitration award stipulates
otherwise.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized signatories as of the day and year
first written above.
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Technical Support Agreement
[Execution Page]
Party A: Shanghai Xxxxxx Networking Co., Ltd.
(Seal)
-------------------------------------
Authorized representative
Party B: Xxxxxx Computer (Shanghai) Co., Ltd.
(Seal)
-------------------------------------
Authorized representative
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SCHEDULE A
EMPLOYEE SERVICE FEE PER DAY
-------- -------------------
Technician Director 16000
Engineer 11000
Technician 8000
General Employee 5800
SCHEDULE B
TECHNICAL SUPPORT SERVICE TO BE PROVIDED
Technical Support Service to be provided by Party B to Party A shall be as
follows subject to the regulation of applicable laws:
1. Maintenance of relevant networking and equipments such as servers, switches
and firewall;
2. Consulting services on the Internet security
3. Maintenance of billing system
4. Maintenance of online payment system
5. Maintenance of user service platform
6. Development and maintenance of internal office automatization and ERP
system
7. Supervision and maintenance of internal computers and networking equipments
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