EXHIBIT 10.12
DOMAIN NAME LICENSE AGREEMENT
between
00XXX.XXX INC.
and
SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
May 3, 2004
ARTICLE I LICENSE...................................................... 3
ARTICLE II LICENSE FEES.................................................. 4
ARTICLE III OWNERSHIP..................................................... 4
ARTICLE IV CONFIDENTIALITY............................................... 4
ARTICLE V REPRESENTATIONS AND WARRANTIES................................ 5
ARTICLE VI RIGHTS AND OBLIGATIONS........................................ 6
ARTICLE VII QUALITY OF 51NET WEBSITE..................................... 6
ARTICLE VIII COMPETITIVE DOMAIN NAME...................................... 7
ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION................... 7
ARTICLE X TERMINATION................................................... 7
ARTICLE XI EFFECTIVENESS OF TERMINATION.................................. 7
ARTICLE XII TAXES......................................................... 8
ARTICLE XIII INDEMNIFY.................................................... 8
ARTICLE XIV FORCE MAJEURE EVENT.......................................... 8
ARTICLE XV NOTICE....................................................... 8
ARTICLE XVI TRANSFER; PLEDGE............................................. 9
ARTICLE XVII GOVERNING LAW................................................ 9
ARTICLE XVIII DISPUTES RESOLUTION.......................................... 9
ARTICLE XIX MODIFICATION AND AMENDMENTS.................................. 9
ARTICLE XX SEVERABILITY................................................. 9
ARTICLE XXI MISCELLANEOUS................................................ 10
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DOMAIN NAME LICENSE AGREEMENT
This Domain Name License Agreement ("AGREEMENT") is made and entered into on May
3, 2004 by and between:
00XXX.XXX INC., a company organized under the laws of the British Virgin
Islands, with its registered office at c/o Offshore Incorporation Centre, P.O.
Box 957, Road Town, Tortola, British Virgin Islands ("LICENSOR"), and
SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED, a limited
liability company duly organized and validly existing under the laws of the
People's Republic of China, with its registered address at Xxxx 000, 000
Xxxxxxxxx Xxxx, Xxxxxxxx, XXX ("LICENSEE").
WHEREAS:
1. Licensor is a company organized under the laws of the British Virgin
Islands and has legally obtained and owns the domain name under this
Agreement; and
2. Licensor agrees to grant to Licensee the license to use the foresaid
domain name in accordance with the terms and conditions of this Agreement,
and Licensee agrees to accept such license in accordance with the same
terms and conditions.
NOW THERFORE, the parties hereof agree as follows:
ARTICLE I LICENSE
1.1 Grant of Domain Name License
In accordance with this Agreement, Licensor agrees to grant to Licensee
and the Licensee agrees to accept the license ("DOMAIN NAME LICENSE") to
use the domain name xxx.00xxx.xxx ("51NET DOMAIN NAME")
1.2 Territories of the Domain Name License
a. Domain Name License granted hereunder shall be effective only on the
51net website operated by Licensee, i.e., xxxx://xxx.00xxx.xxx
("51NET WEBSITE"). Licensee hereby agrees that it shall not use or
authorize others to use 51net Domain Name, directly or indirectly,
in any means other than as provided in this Agreement.
b. Domain Name License granted under this Agreement is effective only
within the territory of China (excluding Hong Kong, Macau and
Taiwan). Licensee agrees that it shall not use or authorize others
to use 51net Domain
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Name, directly or indirectly, in other countries or areas.
ARTICLE II LICENSE FEES
2.1 Licensee agrees to pay Domain Name License fees to Licensor for Domain
Name License granted under this Agreement and for use of 51net Domain
Name, and the parties shall separately determine the specific fee amount.
ARTICLE III OWNERSHIP
3.1 The ownership of 51net Domain Name shall rest with Licensor. Licensee
hereby acknowledges the value of the goodwill related to 51net Domain
Name. Licensee hereby confirms that, the value in connection with 51net
Domain Name, including the value of goodwill related to 51net Domain Name
which has been formed as of the date of this Agreement and the value of
goodwill in connection with 51net Domain Name arising from the use of
51net Domain Name by Licensee and the operation of 51net Website by
Licensee during the effective term of this Agreement, shall be owned by
Licensor.
ARTICLE IV CONFIDENTIALITY
4.1 Licensee shall keep confidential any and all confidential data and
information that Licensee learned or accessed due to its acceptance of the
foresaid Domain Name License ("Confidential Information").
4.2 Upon the termination of this Agreement, Licensee shall return any and all
documents, information or software containing the Confidential Information
to Licensor at the request of Licensor, or destroy the same or delete any
Confidential Information from any relevant memory device, and it shall not
continue to use such Confidential Information.
4.3 Without prior written consent of Licensor, Licensee shall not disclose the
Confidential Information to any third party.
4.4 Without prior written consent of Licensor, Licensee shall not use the
Confidential Information for purposes other than this Agreement.
4.5 The Parties agree that, this confidentiality provision shall survive the
modification, dissolution or termination of this Agreement.
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ARTICLE V REPRESENTATIONS AND WARRANTIES
5.1 Licensor hereby undertakes and warrants that:
a. Licensor is a company registered and organized and duly existing
under the laws of the British Virgin Islands;
b. Licensor has the power and authorization to execute and perform this
Agreement, and the execution and performance of this Agreement by
Licensor conform to the stipulations in its business scope, articles
of association and other incorporation documents, and Licensor has
obtained all necessary and appropriate approvals and authorizations
for the execution and performance of this Agreement;
c. the execution and performance of this Agreement by Licensor do not
violate any laws and regulations or governmental approval,
authorization, notice or other government documents, which is
binding upon or affects Licensor, or constitutes any default to any
agreement entered into by Licensor and any third party or any
undertaking to any third party; and
d. this Agreement constitutes a legal and valid obligation enforceable
against Licensor upon the execution of this Agreement.
5.2 Licensee hereby undertakes and warrants that:
a. Licensee is a company registered and organized and duly existing
under the PRC laws;
b. Licensee has the power and authorization to execute and perform this
Agreement, and the execution and performance of this Agreement by
Licensee conform to the stipulations in its business scope, articles
of association and other incorporation documents, and Licensee has
obtained all necessary and appropriate approvals and authorizations
for the execution and performance of this Agreement;
c. the execution and performance of this Agreement by Licensor do not
constitute any default or violation to any agreement entered into by
Licensee and any third party or any undertaking to any third party;
d. this Agreement constitutes legal and valid obligations enforceable
against Licensee upon the execution of this Agreement;
e. Licensee has obtained all governmental approvals, licenses,
authorizations or permits to conduct Internet human resources
services and Internet
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information provision business within China; and
f. Licensee shall use 51net Domain Name and operate 51net Website in
strict accordance with relevant PRC laws and regulations and
government requirements, and shall complete legal formalities with
regard to government approvals and licenses of, and registration and
filing with the authorities in connection with the use of 51net
Domain Name and the operation of 51net Website (if applicable).
ARTICLE VI RIGHTS AND OBLIGATIONS
6.1 During the effective term of this Agreement, Licensor shall complete all
legal procedures related to 51net Domain Name in accordance with the
administrative regulations and requirements of the agency that 51net
Domain Name is registered with, including without limitation the annual
examination, and shall pay all expenses and fees in connection with 51net
Domain Name.
6.2 Licensee shall not infringe any of Licensor's rights to 51net Domain Name
within the term of this Agreement or afterwards, and it shall not
challenge the validity of 51net Domain Name and this Agreement.
6.3 Licensee agrees that it shall use its best efforts to assist Licensor to
protect the Licensor's rights to 51net Domain Name. To protect the rights
of Licensor to the 51net Domain Name from infringement, Licensor may file
a claim or litigation in its own name, or in the name of Licensee or in
the name of both Licensor and Licensee, and Licensor may respond to any
claims or litigations in its own name, or in the name of Licensee or in
the name of both Licensor and Licensee.
6.4 Licensee agrees that, once it becomes aware of any infringement of the
rights of Licensor to 51net Domain Name, Licensee shall immediately notice
Licensor in writing, and it is Licensor's decision as to whether any
action should be taken against such infringement.
6.5 Licensee agrees that it shall only use 51net Domain Name in accordance
with this Agreement and it shall not use 51net Domain Name in any manner
which, in the opinion of Licensor, is fraudulent, misleading or otherwise
detrimental to 51net Domain Name.
ARTICLE VII QUALITY OF 51NET WEBSITE
7.1 Licensee shall use its best endeavors to improve the quality of 51net
Website
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during the operation of the website so as to maintain and improve the
goodwill and reputation represented by 51net Domain Name.
ARTICLE VIII COMPETITIVE DOMAIN NAME
8.1 In the event that the domain names currently used or to be used by
Licensee or its affiliates conflict with 51net Domain Name hereunder,
Licensor has the right to terminate this Agreement with a prior written
notice of thirty (30) days to Licensee.
ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION
9.1 This Agreement shall be executed on and become effective as of the date
first written above. Unless otherwise terminated early pursuant to this
Agreement, the term of this Agreement shall be two (2) years.
9.2 This Agreement may be extended upon the written consent of Licensor.
ARTICLE X TERMINATION
10.1 This Agreement shall be terminated upon the expiration of the term of this
Agreement, unless extended in accordance with this Agreement.
10.2 In the event that any party violates this Agreement and fails to remedy
such violations within thirty (30) days of the receipt of a written notice
from the other party requesting the remedy, the non-defaulting party may
terminate this Agreement by written notice to the defaulting party.
10.3 Article 4 hereof shall survive the termination of this Agreement.
ARTICLE XI EFFECTIVENESS OF TERMINATION
11.1 Immediately upon the termination of this Agreement, Licensee shall return
to Licensor all the rights granted by Licensor to Licensee under this
Agreement and Licensor shall have the right to grant others the license to
use 51net Domain Name and Licensee shall not use 51net Domain Name in any
way.
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ARTICLE XII TAXES
12.1 Any taxes incurred due to the execution and performance of this Agreement
shall be borne by parties respectively in accordance with relevant laws
and regulations.
ARTICLE XIII LIABILITIES OF BREACH OF AGREEMENT
13.1 In the event that any breach of this Agreement by a party causes losses
and damages to the other party, the defaulting party shall be liable and
compensate the non-defaulting party for all losses and damages.
13.2 Any allowance, grace period and deferred exercise of the rights entitled
under this Agreement granted by one party in connection with the other
party's default or delay shall not be construed as a waiver of the same of
the right of such party.
ARTICLE XIV FORCE MAJEURE EVENT
14.1 The Force Majeure Event hereunder refers to governmental act, fire,
explosion, typhoon, flood, earthquake, tide, lightning, war or any other
events which are unforeseeable by and beyond the control of any party
hereto. In the event of a Force Majeure Event, the party affected by such
event shall immediately notice the other party.
14.2 In the event of occurrence of Force Majeure Event, no party shall be held
liable for the damages, losses or increased expenses arising from such
party's failure of or delay in the performance of this Agreement due to
the Force Majeure Event, and the failure of or delay in the performance of
the Agreement due to the Force Majeure Event shall not be deemed as a
breach of this Agreement. The party affected by the Force Majeure Event
shall take all appropriate measures to set off or minimize the effect of
the Force Majeure Event, and it shall use the best efforts to continue to
perform the obligations the performance of which has been suspended or
delayed. After the Force Mejeure Event is eliminated, both parties agree
that they shall use their best endeavors to continue to perform this
Agreement.
ARTICLE XV NOTICE
15.1 Any notice made under this Agreement shall be delivered to the other party
by personal delivery, via facsimile or by registered mail. A notice, if
sent by registered mail, shall be deemed to have been served on the date
recorded on the
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return receipt, if sent by personal delivery or via facsimile, shall be
deemed to have been served on the date immediately following the date on
which such notice is sent. In the event that the notice is sent via
facsimile, the original of such notice shall be sent by registered mail or
by personal delivery immediately after the transmission.
ARTICLE XVI TRANSFER; PLEDGE
16.1 Without the prior written consent of Licensor, Licensee shall not
transfer, sublicense, or pledge any of its rights and obligations
(including but not limited to Domain Name License) under this Agreement or
otherwise impose any security interests upon the same.
ARTICLE XVII GOVERNING LAW
17.1 The parties hereto agree that this Agreement shall be governed by the PRC
laws.
ARTICLE XVIII DISPUTES RESOLUTION
18.1 All disputes arising from or in connection with this Agreement shall be
resolved through friendly consultation between the parties hereto, failing
which, either party may submit the dispute to China International Economic
and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in
accordance with then effective arbitration rules of CIETAC. The
arbitration award shall be final and binding upon both parties hereto.
18.2 In the event that any disputes occur due to interpretation and performance
of this Agreement or any disputes are under the arbitration, both parties
hereto shall continue to perform their respective duties and obligations
under this Agreement not subject to the disputes.
ARTICLE XIX MODIFICATION AND AMENDMENTS
19.1 Both parties may modify or supplement this Agreement by written agreement.
Any modification of and/or supplement to this Agreement constitute an
integral part of this Agreement, and shall have the same legal effect with
this Agreement.
ARTICLE XX SEVERABILITY
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20.1 The invalidity of any provision under this Agreement shall not affect the
effect and validity of other provisions hereunder.
ARTICLE XXI MISCELLANEOUS
21.1 The parties hereto have caused their respective authorized representatives
to execute and affix their respective company seals to this Agreement on
the date first written above, on which date this Agreement shall become
effective. This Agreement shall be written in two (2) counterparts, one
for Licensor and one for Licensee. Both counterparts shall have the same
legal effect.
LICENSOR: 00XXX.XXX INC.
Authorized representative:
LICENSEE: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
Authorized representative:
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