EXHIBIT 4.46
BILLING TECHNOLOGY LICENSE AGREEMENT
This Billing Technology License Agreement (this "Agreement") is entered
into on this 1st day of January, 2006 ("Effective Date"), in Shanghai, by and
between Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly
foreign-owned company organized and existing under the laws of the People's
Republic of China (the "PRC"), and Hangzhou Bianfeng Networking Co., Ltd.
("Bianfeng Networking"), a domestic company organized and existing under the
laws of the PRC.
1 DEFINITIONS
Except otherwise specifically defined in this Agreement or unless the
context requires otherwise, the terms used in this Agreement shall have the
meanings as set forth below:
1.1 "Term" shall be the duration of this Agreement stated in Article 2.3
hereof;
1.2 "Billing Technology" shall mean technology information, know-how, design,
drawing, process, method, data, program and other information that have
been existing on the date of this Agreement or will be developed in the
future, on case-by-case basis, as agreed by the Parties. "Billing
Technology" may be in writing or other appropriate forms and will be
licensed by Shengqu to Bianfeng Networking under this Agreement. Details of
Billing Technology are described in Appendix 1 attached hereto.
1.3 "Parties" shall mean both Bianfeng Networking and Shengqu, and a "Party"
means either one of them.
1.4 "PRC" shall mean the People's Republic of China, and, for the purpose of
this Agreement, excluding Taiwan, Hong Kong and Macau Special
Administrative Regions.
1.5 "Licensed Region" shall mean Heilongjiang, Jilin, Liaoning.
2 GENERAL TERMS
2.1 Shengqu hereby agrees to non-exclusively license the Billing Technology to
Bianfeng Networking and Bianfeng Networking hereby agrees to obtain such
license from Shengqu pursuant to the terms and conditions of this
Agreement.
2.2 Unless otherwise agreed by Shengqu in writing, Bianfeng Networking shall
not acquire identical or similar technology license from any third party.
2.3 This Agreement shall be effective upon the execution hereof by the
authorized representatives of the Parties and shall remain effective for a
period of one (1) year.
2.4 The licensed technology hereunder is described in Schedule A hereto. The
Parties may jointly make adjustment to Schedule A after the date of this
Agreement.
3 LICENSE
3.1 In consideration of the payment of the license fee by Bianfeng Networking
and the covenants made by Bianfeng Networking under this Agreement, Shengqu
hereby grants
Bianfeng Networking a license, to allow Bianfeng Networking to use the
Billing Technology in the Licensed Region; the Parties acknowledge that the
territory of said license shall be the Licensed Region only.
3.2 Bianfeng Networking hereby agrees to use the Billing System in accordance
with the terms and conditions of this Agreement. It is further acknowledged
that, without the written consent of Shengqu, Bianfeng Networking shall not
sublicense or transfer the Billing Technology to any third party.
3.3 During the term of this Agreement, Bianfeng Networking has the right to
indicate, in advertisements and promotion materials in connection with
online games, that the Billing System is licensed by Shengqu to Bianfeng
Networking.
3.4 The license for the Billing Technology granted by Shengqu to Bianfeng
Networking shall not be construed as a grant of any proprietary right in
the Billing Technology to Bianfeng Networking. The proprietary right or
property rights to the Billing Technology shall remain with Shengqu.
3.5 Bianfeng Networking acknowledges that Shengqu owns the Billing Technology
and enjoys the proprietary right to the Billing Technology. Unless
otherwise expressly provided herein or with prior written consent of
Shengqu, Bianfeng Networking shall not use or apply for or register any
copyright or patent right in connection with the Billing Technology or the
Billing System, nor shall Bianfeng Networking do or permit to be done
anything that might directly or indirectly prevent Shengqu from registering
the copyright to or any patents right in connection with the Billing
Technology or the Billing System.
4 DELIVERY OF TECHNOLOGY
Subsequent to the execution of this Agreement and upon the request of
Bianfeng Networking, Shengqu shall deliver the Billing Technology,
including all necessary documents, to Bianfeng Networking within a
reasonable time.
5 LICENSE FEE
The license fee payable hereunder shall be calculated and paid as follows:
5.1 The license fee payable by Bianfeng Networking to Shengqu hereunder shall
be calculated as follows: License fee = standard monthly fee per xxxxxx x
average number of concurrent online game players per month;
5.1.1 average number of concurrent online game players per month shall be the
aggregate of average number of concurrent online game players for all
commercialized games in the month;
5.1.2 standard monthly fee per player shall be RMB10 per month for the year 2006
and thereafter;
5.2 Shengqu shall have the right to adjust the amount of the standard monthly
fee per player in accordance with the actual business operation of Bianfeng
Networking; and
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5.3 Bianfeng Networking shall provide Shengqu with the concurrent online game
players data, the number of users and income which is billed through the
Billing Technology, and other related data. Shengqu shall be entitled to
check and verify the aforesaid data provided by Bianfeng Networking at any
time;
6 PAYMENT OF LICENSE FEE
6.1 Payment of License Fee shall be made by Bianfeng Networking on a quarterly
basis and shall be made within three (3) months following each quarter's
end.
6.2 The Parties understand and agree that, if Bianfeng Networking fails to make
payment of the License Fee before the final due date within the time
stipulated herein without the consent of Shengqu, Shengqu shall be entitled
to request Bianfeng Networking to pay overdue interest on the delinquent
payment, and the rate for sucd overdue interest shall be the rate for
short-term commercial loans on such due date published by the People's Bank
of China.
7 TECHNOLOGY ENHANCEMENT
After the effectiveness of this Agreement, if Shengqu makes developments
and enhancements to the Billing Technology any intellectual property or
other right arising out of any further development and enhancement of
Billing Technology shall belong to Shengqu.
8 EXTENSION OF AGREEMENT
This Agreement shall remain effective during the term hereof, which will be
automatically renewed for an additional one (1) year period upon expiry of
each term unless Shengqu notifies Bianfeng Networking of its intention not
to renew thirty (30) days before the current term expires. The Billing
Technology License Agreement entered into by Shengqu and Bianfeng
Networking dated on December 28, 2004 will be terminated upon the Effective
Date.
9 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the PRC.
10 EXECUTION
This Agreement shall be executed on or before the effective date hereof by
the duly authorised representative of each Party of this Agreement.
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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.
SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) CO., LTD.
By:
---------------------------------
Name: Chen Tianqiao
Title: Chief Executive Officer
HANGZHOU BIANFENG NETWORKING CO., LTD.
By:
---------------------------------
Name: Wang Jingying
Title: Senior Vice President
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APPENDIX 1:
DESCRIPTIONS OF FUNCTIONS OF BILLING SYSTEM
Billing System consists of User Registration Module, Recharge Interface Module,
Payment Information Synchronization Module, and other value-added modules such
as Second-Based Billing Module, Day-Based Billing Module, and IP-Based Billing
Module.
- User Registration Module loads the synchronized registration
information of users from the game to the Billing System, forming the
basis of the users of Billing System. The data is sent to game system
by means of web interface or MQ.
- Recharge Interface Module links to the sales system of online
channels. The systems receive the recharge request from users, convert
the authentication, and add the time that accords to the recharged
cards to the specific character accounts.
- Payment Information Synchronization Module transfer users' remained
time to the game system by means of FTP or MQ.
- Second-Based Billing Module consists of Payment Information
Synchronization Module and Billing Module. The former one synchronize
the time information about used time to the Billing System for further
application, by means of FTP or MQ. Billing Module subtracts the used
time transferred by Synchronization Module from users' remained time.
- Day-Based Billing Module realize the subtraction function based on the
periods of monthly and daily subscription.
- Other value-added modules provide interfaces to some business
partners, for example, IP-Based billing function supplies some ISP
free games based on IP, and IP-based billing.
As an open system, Billing System supports most popular game genres, such as
MMORPG and casual games. The system supplies billing service based on the
playtime length of game, as well as period length such as monthly subscription.
Moreover, the system can, according to the requirements of the game, provide
billing solution based on time.
APPENDIX 2:
SOFTWARE AND HARDWARE ENVIRONMENT FOR THE OPERATION OF BILLING SYSTEM
Software Requirement: Windows 2000, SQL Server2000, MSMQ, IIS
Hardware Requirement:
Database Server Requirement:
CPU: 2.4GHZ * 4
RAM: 2G
HD: 18G + 36G * 4
Network Card: 100M * 2
Reference: DELL 6650
Database Server Amounts:
Avg. 20 game regions / server
Max. 10 game regions / server (games that need large data flow)
Application Server Requirement:
CPU: 2.4GHZ * 2
RAM: 1G
HD: 18G + 36G * 2
Network Card: 100M * 2
Reference: DELL 2650
Application Server Amounts:
Avg. 40 game regions / server
Max. 20 game regions / server (games that need large data flow)
Web Server Requirement:
CPU: 2.4GHZ * 1 (2 are recommended)
RAM: 1G
HD: 18G + 36G
Network Card: 100M * 2
Reference: DELL 2650
WEB Server Amounts:
1 Server
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SCHEDULE A:
BILLING SYSTEM TABLES BASED ON BILLING TECHNOLOGY
Name Billing System Briefing Note
---- -------------- -------- ----
The Legend of Mir Mir2 Billing System Supply billing solutions
for TloM based on
playtime, period, IP, and
other value-added
applications.
The World of Legend Woool Billing System Supply billing solutions
for TWoL based on
playtime and period.
Fortress 2 FT2 Billing System Supply billing solutions
for Fortress 2 based on
period.
BNB BNB Billing System Supply billing solutions
for BNB based on coupon.
Shattered Galaxy PS Billing System Supply billing solutions
for SG based on playtime
and period.
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