COOPERATION AGREEMENT
This Cooperation Agreement (the "Agreement") is entered into as of January 11, 2001 (the "Effective Date") by and between e21 Corp., a California corporation ("e21") and DIT Ventures, Inc. ("DIT"), a Michigan corporation. Certain capitalized terms are attached hereto:
A. e21 owns and operates a website called x00xxxxx.xxx which provides information regarding e-commernce which is located in Fremont, California, USA.
B. DIT owns and operates a website called Xxxxx000.xxx which provides information pertaining to the North American stock market which is located in El Monte, California, USA.
Now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties hereto, intending to be legally bound, agree as follows:
Section 1 Cooperation Content
e21 and DIT will develop cooperation relationship through providing the content of x00xxxxx.xxx in Chinese and related materials necessary to DIT and DIT will provide specified exposure locations on their web site for e21 on the terms and conditions set forth in this Agreement.
Section 2 Key Responsibilities
Development and Operation: During the term, to promote x00xxxxx.xxx and certain selected content, DIT will develop, host and ensure that Cooperation Content is accessible to DIT users. e21 will provide and update the Cooperation Content, and DIT will develop Links from areas within the Xxxxx000.xxx site to promote Cooperation Content in substantially the manner set forth on Section 3.
Section 3 Description of Cooperation Content
2.1 e21 will provide contents to DIT including:
a) Xxxxx000.xxx may choose up to seven ( 7 ) daily Chinese articles from x00xxxxx.xxx to display on its web site, but those articles can't be posted for more than 21 days
b) Logo Sponsorship: Xxxxx000.xxx will be featured on x00xxxxx.xxx as a recommended website and a linkable logo of Xxxxx000.xxx shall be placed on x00xxxxx.xxx.
2.2 DIT will provide the exposure space on their Xxxxx000.xxx web site for
e21 including:
a) Make note This news/article is provided by x00xxxxx.xxx after each article provided by e21.
b) Logo Sponsorship: x00xxxxx.xxx will be featured as a recommended website on Xxxxx000.xxx and a linkable logo of x00xxxxx.xxx shall be placed on Xxxxx000.xxx
c) Provide a banner ads space (468*60) for e21 on the main Quote888/e21times co-branded section page during the Agreement and e21 can use it freely.
Section 4 Licenses
4.1 Grant of License by e21: e21 and x00xxxxx.xxx hereby grants to DIT a non-
exclusive, royalty-free, world-wide license under all of e21's Intellectual
Property Rights to use, reproduce, publicly display, public perform and distribute
the x00xxxxx.xxx Brand Features, the content or any other materials provided by
x00xxxxx.xxx during the term of this agreement in the Xxxxx000.xxx website.
4.2 Ownership: As between e21 and DIT, e21 will have full and
exclusive right, title and ownership interest in and to the e21, Brand Features,
the Cooperation Content, except to the extent any ownership is vested in
DIT pursuant to sub-section.
4.3 Representation and Warranties: e21 represents and warrants to DIT
that it shall be responsible for any misrepresentation or omission of any material
fact of the Cooperation Content and shall resolve any issue resulting therefrom.
e21 will pay all costs, damages and expenses, including, but not limited to,
reasonable attorneys' fees and costs awarded ( as a result of final adjudication)
against or otherwise incurred by DIT in connection with or arising from any
such claim, suit, action or proceeding attributable to any such claim.
If the issue happened due to DIT's misrepresentation or omission during
their reproduction or re-editing etc. improper actions, DIT shall take the
responsibility and will pay all costs, damages and expenses, including, but not
limited to, reasonable attorneys' fees and cost finally awarded against or otherwise
incurred by e21 in connection with or arising from any such claim, suit,
action or proceeding attributable to any such claim.
Section 5 Confidentiality
5.1 Confidentiality Information: Each party agrees to keep confidential and to use
only for purpose of performing under this agreement, any proprietary or
confidential information relating to the other party's technology, marketing and
business ("Confidential Information") disclosed pursuant to this agreement which
is appropriately marked as confidential or which could reasonably be considerer
of a proprietary or confidential nature. Each party shall not disclose any applicable
Confidential Information to any third party without the prior written consent of the
other party.
5.2 Termination: All Confidential Information shall remain the property of the
disclosing party. Upon any termination of this agreement, the receiving party shall
return or destroy all Confidential Information of the disclosing party, and all
copies thereof, in the possession or control of the receiving party unless otherwise
provided herein.
Section 6 Term
6.1 This Agreement is non-exclusive and will become effective as of the Effective Date and shall remain in effect for six (6) months therefrom; this Agreement may be extended or renewed through the written consent of the parties.
6.2 Early Termination: This agreement may be terminated at any time by either party,
effective immediately upon notice, if the other party
a) becomes insolvent;
b) files a petition in bankruptcy or
c) makes an assignment for the benefit of its creditors
Either party may terminate the agreement, effective upon thirty (30) days notice, in the event that the other party breaches any of its responsibilities or obligations under the agreement, in any respect (including without limitation, failure to pay) which breach is not remedied within thirty (30) days following written notice to such party.
Section 7 Arbitration
Any dispute or claim arising out of or in connection with this agreement will be finally settled by binding arbitration in California, USA in accordance with the laws of the state of California.
The parties have caused this agreement to be executed by their duly authorized representatives as of the date first written above.
e21 Corp. DIT Ventures, Inc.
By: Xxxx Xxxx By: Xxxxxxx Xxx
_______________________ __________________________
Title: Publisher Title: President
Address: 00000 Xxxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, XX00000 Xx Xxxxx, XX 00000
XXX XXX
