COOPERATION AGREEMENT
EXHIBIT
10.22
THIS
AGREEMENT is
made
on 1st
December, 2005
BETWEEN
(1)
|
(2)
|
Infoscience
Media Limited,
a
company incorporated in Hong Kong whose registered address is at
5th
Floor, QPL Industrial Building, 126-140 Xxxxxx Xxxx, Xxxxx Xxx, Xxx
Xxxxxxxxxxx, Xxxx Xxxx (the "Party
B").
|
WHEREAS:
(A)
|
Party
A is engaging in the business of producing DVD+/-R Discs (the
"Products")
and pursuant to a licence agreement dated 1st
June, 2004 between Party A (as licensee) and the relevant intellectual
property owner (the "Licence
Agreement"),
Party A has been duly given the licence and right by the intellectual
property owner to produce the Products, and is also the holder of
the
“Licence for the Manufacture of Optical Disc/Stampers” issued by the
Customs and Excise Department of Hong Kong (the "Manufacturing
Licence")
for manufacturing the Products..
|
(B)
|
Party
B has the production facilities and labour that are capable of
manufacturing the Products.
|
(C)
|
Both
Parties have agreed that it would be in their common business interests
to
combine their respective resources referred to in recitals (A) and
(B)
above for the added benefit of both under the terms and conditions
contained herein.
|
IT
IS HEREBY
AGREED
as
follows:
1. |
TERMS
OF COOPERATION
|
1.1
|
Each
of Party A and Party B hereby declare that as at the date of this
Agreement, it has under its management and control the respective
resources as follows:
|
(a) |
in
respect of Party A,
|
(i)
|
it
has under its management and control the plant and equipment located
at
4th&
5th
Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New
Territories, Hong Kong, as set out in Appendix I;
|
(ii)
|
a
copy of each of the Licence Agreement and Manufacturing Licence both
annexed hereto and marked as Appendix II and III, respectively, and
each
certified as true copy by a director of Party A; and
|
(b)
|
in
respect of Party B, it has under its management and control the plant
and
equipment located at 4th
Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New
Territories, Hong Kong, as set out in Appendix
IV;
|
1.2
|
Each
of Parties A and B hereby agrees that during the period from 1st
January 2006 to 31st
December 2006 (the "Cooperation
Period")
to combine operationally their production facilties as respectively
set
out in Clause 1.1 (the "Combined
Facilities")
for the benefit of both under the following terms and
conditions:
|
(a)
|
each
Party shall primarily be responsible for supervising and overseeing
the
production activities of the production facilities under its management
and control as referred to in Clause
1.1;
|
(b)
|
it
is acknowledged by both Parties that the scale of production and
the
strength of productivity of Party B is comparatively not as strong
as
those of Party A, and in consideration of Party A agreeing to combine
its
production facilities with Party B's pursuant hereto, Party B therefore
agrees that in addition to combining production facilities, it shall
also
arrange to provide directly from its own resources stand-by credit
facilities, or indirectly from any third party, to Party A, and such
third
party include but not limited to any licensed bank(s) in Hong Kong,
in the
aggregate amount of not more than HK$30,000,000 ( Hong Kong Dollars
Thirty
Million Only);
|
(c)
|
as
regards direct costs of production, save for rent and public utilities,
being used in the Combined Facilities during the Cooperation
Period:
|
(i)
|
Party
A shall be solely responsible for duly paying all licensee fees to
the
intellectual property rights owner in connection with producing the
Products and making all other payments to the relevant third parties
which
Party A is liable and that Party B shall not be held responsible
or liable
whatsoever for paying any third parties or any liabilities arising
therefrom; and
|
(ii)
|
Party
B shall be solely responsible for all the recurrent costs and expenses
incurred therein; and
|
(d)
|
the
legal title and full beneficial ownership of the first Five Million
(*5,000,000*) units of the Products produced by the Combined Facilities
within each whole month during the Cooperation Period (the “Minimum
Quantity”)
shall belong to Party B and in this connection, Party B shall have
the
right:
|
(i)
|
to
sell the Minimum Quantity to third party buyers at the prevailing
market
price; and/or
|
(ii)
|
to
sell the Minimum Quantity to Party A at the prevailing market price
and/or
at a favourable price and terms as agreed between both Parties,
|
|
and
in both cases, Party B shall be entitled to keep all the profits
arising
therefrom;
and
|
(e)
|
the
legal title and full beneficial ownership of the all units in excess
of
the Minimum Quantity of the Products produced by the Combined Facilities
within each whole month during the Cooperation Period shall belong
to
Party A.
|
1.3
|
This
Agreement shall terminate upon the happening of the following events,
whichever is the earliest:
|
(a)
|
automatically
upon expiration of the Cooperation Period (unless extended as mutually
agreed);
|
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(b) |
upon
mutual agreement in writing; and
|
(c)
|
there
is any material breach of its obligations in this Agreement by any
one
Party and who fails to remedy such breach within the reasonable period
designated in writing by the innocent Party, upon giving notice to
the
breaching Party by the innocent
Party.
|
2. |
REPRESENTATIONS
AND
WARRANTIES
|
Each
Party hereby represents, warrants and undertakes to the other as
follows,
and acknowledges that such other Party is entering into this Agreement
on
the basis of, and in reliance on, such representations, warranties
and
undertakings:
|
(a)
|
it
has the power and authority to enter into and perform its obligations
pursuant to this Agreement;
|
(c)
|
neither
this Agreement nor its performance hereunder requires any licence,
consent
or other approval which has not already been obtained; and
|
(d)
|
that
this Agreement constitutes valid, legal and binding obligations upon,
and
enforceable against, it, in accordance with its
terms.
|
3. |
GENERAL
|
3.1
|
Parties
shall not assign, transfer, charge and/or deal in any other manner
with
this Agreement or any of its rights arising hereunder or purport
so to do,
or sub-contract any or all of its obligations under this Agreement,
without the prior written consent of the other party.
|
3.2
|
The
invalidity, illegality or unenforceability of any provision herein
shall
not affect the other provisions and this Agreement shall be given
effect
as if the invalid, illegal or unenforceable provision had been deleted
and
replaced with a provision with a similar economic effect to that
intended
by the Parties.
|
3.3
|
This
Agreement sets out the entire agreement and understanding between
the
Parties relating to the subject matter hereof and shall not be altered
or
supplemented except by a written instrument signed by the
Parties.
|
3.4
|
This
Agreement shall supersede all and any previous agreements, or
arrangements, between the Parties relating to the subject matter
hereof
and all or any such previous agreements or arrangements shall cease
and
determine with effect from the date
hereof.
|
3.5 |
No
variation of this Agreement shall be effective unless it is made
in
writing, refers specifically to this Agreement and is signed by the
Parties.
|
3.6
|
Each
Party hereby undertakes to the other Party that it will do all such
acts
and things and execute all such agreements and documents as may be
necessary or desirable to carry into, or give legal effect, to the
provisions of this Agreement.
|
3.7 |
Time
shall be the essence in respect of the obligations of the Parties
set out
herein.
|
4. |
LAW
AND JURISDICTION
|
This
Agreement shall be governed by and construed in accordance with the laws of
Hong
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Kong
and
each of the Parties hereby irrevocably submits to the jurisdiction of the Hong
Kong Courts.
IN
WITNESS
whereof
this Agreement has been entered into the day and year first before
written.
SIGNED
by
|
)
For and on behalf of Infoscience
|
)
Holdings Limited
|
|
for
and on behalf of Infoscience Holdings Limited
|
)
|
in
the presence of:
|
)
/s/ Fan Xxxx Xxxx
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SIGNED
by
|
)
For and on behalf of Infoscience
|
)
Media Limited
|
|
for
and on behalf of Infoscience Media Limited
|
)
|
in
the presence of:
|
)
/s/ Xxxx Xxx Ming
Authorized Signature (s) |
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