Agreement
This
Agreement is made and entered into by and between the following
Parties:
Party A:
Beijing Guoguang Guangrong Advertising Co., Ltd.
Address:
Floor5, Taikang Financial Tower, Building 0, Xx.00 Xxxxxxxxxx Xxxx Xxxx,
Xxxxxxx.
Party B:
Beijing Maihesi International Advertising Co., Ltd.
Address:
Xxxx 000, Xxxxxxx Xxxxx Hotel, Xx.0 Xxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxx.
Party A
and Party B shall be collectively referred to as the “Parties”
and each individually as a “Party”.
Whereas,
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1.
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Party
A and Beijing Hongteng Lianguang Advertising Co., Ltd. (“Hongteng”)
have entered into the exclusive advertising agency agreement (the “Beijing
Agency Agreement”) with respect to Beijing FM90.5 of China Radio
International on May 5, 2008. It was agreed by Party A and Hongteng that
either Hongteng or its shareholders should incorporate a new independent
legal entity, Party B, within 15 business days after the execution date of
the Beijing Agency Agreement, and Hongteng shall transfer all its rights
and obligations under the Beijing Agency Agreement to Party B effective
from the incorporation of Party B.
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With the
incorporation of Party B being completed on May 8, 2008 by local administration
of industry and commerce, all the rights and obligations under the Beijing
Agency Agreement shall be performed by Party A and Party B thereafter, and the
Beijing Agency Agreement shall be binding upon Party A and Party B.
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2.
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Party
A and Party B have entered into the exclusive agency agreement (the “Shenzhen
Agency Agreement”) with respect to the frequency modulation
broadcasted in Shenzhen of China Radio International on August 4, 2008 to
specify certain advertising agency issues of Shenzhen FM107.1 of China
Radio International.
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The
Beijing Agency Agreement and the Shenzhen Agency Agreement shall be collectively
referred to as the “Agency
Agreements”.
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3.
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Due
to performance issues of the Shenzhen Agency Agreement, Party B submitted
the dispute to China International Economic and Trade Arbitration
Commission (“CIETAC”)
for arbitration, which has been accepted and archived by CIETAC as No.
DX20090096 Exclusive Advertising Agency Agreement Dispute Case (the “Arbitration
Case”). On April 13, 2009, Party A submitted a counterclaim against
Party B’s claims, which was also accepted by CIETAC. Although the
Arbitration Case hasn’t been in session now, both the Parties have
received a notice from CIETAC that the Arbitration Case would be heard at
14:00 on July 24, 2009.
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4.
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On
July 2, 2009, Party B proposed to discuss with Party A on the termination
of the Beijing Agency Agreement.
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Pursuant
to relevant laws and regulations, Party A and Party B enter into the following
agreements with respect to the termination of the Agency Agreements through
friendly negotiation:
Article 1 Party B or
Beijing Yinse Lingdong Advertising Co., Ltd., a third party designated by Party
B, shall make a payment in the amount of RMB1,150,000 to Party A on or prior to
July 21, 2009 as the compensation for terminating the Beijing Agency
Agreement.
Article 2 Party B shall
apply to CIETAC for withdrawal of the arbitration application for the
Arbitration Case on or prior to July 22, 2009 and ensure such application being
granted.
Article 3 Where Party B
completes its obligations under Article 1 and Article 2 in accordance with this
Agreement, Party A shall immediately withdraw its counterclaim of the
Arbitration Case. The Agency Agreements between Party A and Party B shall be
terminated with no more performance of the Agency Agreements necessary from
either Party. Subsequent to the termination of the Agency Agreements, neither
Party A nor Party B may claim any rights, obligations, compensations or default
liabilities against the other Party pursuant to the Agency Agreements or be
obligated to make any payment or refund. Each Party shall bear its own cost
associated with the Arbitration Case.
Article 4 Where Party B
fails to fully perform or delays the performance its obligations under Article 1
and Article 2 herein, the Agency Agreements between Party A and Party B shall
not be deemed terminated and both Party A and Party B shall continue performing
its rights and obligations under the Agency Agreements. Where Party B fails to
fully perform its obligations under Article 1 and Article 2 herein, Party B
shall be the one bear any detrimental consequence therefrom.
Article 5 Party B shall
use its best efforts to assist Party A for the handover of any material and
information as necessary due to the termination of the Agency Agreements,
including but not limited to business, clients, clients’ information and
contracts.
Article 6 Party B shall
bear any liability in case Hongteng, a third party, raises any objection to the
execution of this Agreement.
Article 7 Due to the fact
that Party B proposed to discuss the termination of the Beijing Agency Agreement
with Party A on July 2, 2009, it is agreed by the Parties that (1) relevant
provisions under the Beijing Agency Agreement shall not apply with respect to
any advertisement in July 2009; (2) Party B shall pay a separate advertising
agency fee to Party A in connection with advertisements released in July 2009,
or Party A may refuse to broadcast such advertisements.
Article 8 The execution,
contents and performance of this Agreement shall be kept confidential by the
Parties, or the disclosing Party shall bear default liabilities pursuant to the
Agency Agreements.
Article 9 This Agreement
is executed on July 20, 2009 and shall take effect upon execution by the
Parties. This Agreement may be executed in four counterparts with each Party
holding two. Each of the counterparts shall have same legal
effects.
Party A
(chop): Beijing Guoguang Guangrong Advertising Co., Ltd.
Party B
(chop): Beijing Maihesi International Advertising Co., Ltd.
