Party B’s Obligations. (1) Party A shall provide Party A with legal and valid business certificates such as business licenses, and shall strictly abide by relevant national laws and regulations and industry norms, and conduct law-abiding operations;
(2) Party B shall sell the series of products planned by Party A in accordance with the regions and guide prices specified in the contract, and cross-regional sales and low-price sales are strictly prohibited; the first time a warning is raised, and Party B shall repurchase and dump the products at the market price; the second time It is found that, except for the deduction of Party B’s security deposit, Party A reserves the right to recover losses to Party A caused by Party B’s destruction of the market price;
(3) Party B must sell Party A’s products according to Party A’s requirements;
(4) Strictly abide by Party A’s marketing plan on the maintenance of marketing order and related regulations;
(5) Party B is obliged to fully cooperate with the market management, market promotion, market expansion and other activities carried out by Party A;
(6) Party B shall actively cooperate with Party A’s business under the guidance of Party A, establish relevant distribution systems, carry out cargo distribution and network coverage services in strict accordance with Party A’s requirements, provide sufficient storage space for product turnover, and have the obligation to provide Party A with Provide original documents of the flow of goods truthfully;
(7) Consciously maintain the image and reputation of Party A and its products, handle complaints and related service requests from end-users of products in the agency area under the guidance of Party A, and do a good job of cooperating with relevant departments in supervision and inspection;
(8) Party B shall provide Party A with relevant sales data and competing products for Party A to analyze and formulate sales strategies;
(9) Party B shall not sell products that counterfeit or imitate Party A’s products. If Party B finds that the intellectual property rights attached to the products sold by Party A have been infringed by a third party, it is obliged to notify Party A;
(10) Party B shall not purchase Party A’s products through other channels and mix them with products directly supplied by Party A for sale, otherwise Party A has the right to terminate the cooperation.
(11) Before printing all kinds of publicity materials aimed at Party A, Party B must submit it to Party A for review and release i...
Party B’s Obligations. (1) Within the scope of authorization, to invest and manage the Entrusted Assets carefully, honestly, diligently and dutifully so as to maximize the interest of the Entrusted Assets, and to take responsibility for compliance and control over the investment and management of the Entrusted Assets as well as other management responsibilities as requested by Party A;
(2) To have dutiful and experienced professional investment personnel conduct reasonable and careful research, study and analysis of market environment, investment object, investment strategy and transaction strategy, arrange fairly and impartially the investment strategy and transaction strategy, so as to ensure the safety of the Entrusted Assets under this Agreement, and maximize the investment return through portfolio management, diversifying investment, and reasonably and carefully evaluate, predict and control relevant risks and costs;
(3) To ensure the safety and independence of the Entrusted Assets in accordance with this Agreement;
(4) To strictly observe the Investment Guidelines in accordance with this Agreement;
(5) To execute Party A’s instructions and/or notices in accordance with this Agreement;
(6) To establish sound internal risk control, supervision and inspection, accounting and personnel management systems, and to notify Party A in a timely manner of any change to Party B’s internal investment decision-making procedures or internal control policy regarding the Entrusted Assets, and submit the amended internal investment decision-making procedures or internal controls to Party A for record;
(7) In accordance with applicable laws, regulations, and provisions under this Agreement, and at Party A’s request, to perform the information reporting obligation and submit various information reports to Party A in a timely manner, and complete or assist Party A in accounting, financial information filing and tax declaration with respect to the Entrusted Assets;
(8) Not to engage in the following activities when managing the Entrusted Assets under this Agreement:
(i) Pursuing interest for itself or any third party by using the Entrusted Assets under this Agreement;
(ii) Assigning or re-entrusting the investment management obligations of the Entrusted Assets under this Agreement to a third party, unless permitted by Party A in advance; or
(iii) Lending the Entrusted Assets or any investment belonging to Party A or ownership documents or documents evidencing the rights to investments under thi...
Party B’s Obligations. Party B has agreed that during the term of this Contract:
2.3.1 during the prescribed work time, it shall exert all efforts, capabilities and technique to only perform the obligations under this Contract; apart from ensuring its own work being up to the duty criterion for the post as set by Party A, it shall also complete the temporary work additional to its own work as arranged by Party A and, use its best efforts to assist Party A to meet or exceed the contemplated commercial purposes;
2.3.2 it shall comply with the provisions herein, relevant laws and regulations and all of Party A’s rules and labor disciplines, subject to Party A’s arrangements and decisions and, it shall not engage in activities which may harm Party A’s interests, nor try to abstain private profit for itself or others, directly or indirectly, by utilizing its position or authority in Party A; and
2.3.3 during the term of this Contract, Party B shall not participate in, directly or indirectly, any commercial competition similar to the operation which Party A is or will engage in, including but not limited to serving as an employee of a company competing with Party A, providing competitive consulting or participating in other commercial activities.
Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Technology, Acorn Advertising and BATD, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising and BATD shall:
a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent;
b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt;
c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent;
d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance;
e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent;
f. not provide loan or security to any third party, without Party A’s prior written consent;
g. provide Party A with all of its operation information and financial conditions at the request of Party A;
h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located;
i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent;
j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur;
k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A;
l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement.
(2) Party B undertakes that it shall:
a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising and BATD or create legal enc...
Party B’s Obligations. 4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties.
4.3.2 Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement.
4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data.
4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interface. In the event of loss of data or other issue on account of Party B, Party B shall compensate Party A in accordance with the actual situation.
4.3.5 Party B has the right to penalize any acts of Party A, in whatever form, carried out in contravention with Party B’s union cooperation policies. The penalties may include – the immediate suspension of Party A’s account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.
4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.
4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B.
4.3.8 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breach...
Party B’s Obligations. 5.1 Party B shall provide necessary information and documents according to Party A’s requirement. Party B shall designate specific staff to be responsible for communication and cooperation with Party A in this project, and shall actively corporate with Party A for the Party A’s on-site research and information collection on Party B’s work site. Party B shall also provide evaluation and feedback at proper timer regarding Party A’s work achievement.
5.2 When necessary, Party B shall provide proper working facilities and conditions for Party A’s designated technical staff, and bear related costs and expenses incurred by such staff during the provision of such consulting and training services.
5.3 Party B shall pay Party A the service fees periodically.
5.4 Party B shall provide Party A with necessary assistance as required by Party A.
Party B’s Obligations. 1. Party B shall use all types of media under its control (including website, WAP site, plane media and television etc.) to help China Mobile promote Monternet WAP main website (xxx.xxxxxxxxx.xxx) and application services thereon and to attract visits to and use of such website. Party B shall secure prior consent from Party A before Party B uses Party A’s name and business xxxx in its promotion of main Monternet WAP website; without prior written consent of Party A, Party B shall not use the name of “China Mobile” or “Monternet” to conduct promotional activity unrelated to Monternet WAP business in media.
2. Party B shall be responsible to provide application servers, application software, information source, special line for application data and other necessary equipment to the satisfaction of Party A on the basis of the parties’ cooperation project.
3. Party B shall provide active collaboration in Party A’s testing of connection points, and undertake to connect to the Monternet WAP main website in accordance with WAP service and interfacing specifications provided by Party A.
4. Using the connection point of Party A’s WAP system firewall with Party B as the boundary, Party B shall be responsible for the maintenance of all equipment on its own side to ensure smooth operation of such equipment.
5. Party B shall achieve the following network performance targets subject to Party A’s testing and record-keeping:
a. connection success rate during busy hours not less than 98%;
b. networking period (time for round-trip from WTBS Ping SP Server) not exceeding 0.1 second;
c. SP response time (from the issue of business request from WTBS to the receipt of the response by WTBS) not exceeding 0.5 second.
6. Party B shall be responsible for immediately addressing the failure of application service caused on its side, and taking practical measures to prevent the reoccurrence of such failure. Party B shall be liable for any economic losses thus incurred by Party A or its customer.
7. Party B shall be responsible to negotiate and enter into commercial arrangements with direct providers of the application contents. Party B shall ensure the information and service it provides be subject to applicable State policies and regulations, do not infringe upon consumers’ interest, intellectual property rights or relevant interest of any third party. Party B shall be solely liable for any proceedings arising therefrom.
8. Party B shall ensure that the use of Party B’s services be fr...
Party B’s Obligations. 2.2.1 Party B agrees to ascertain the technical and consulting service fees (the “Service Fees”) under this Agreement in the pattern listed in Schedule II and make timely payment to Party A.
2.2.2 Party B shall properly and reasonably accept and use the technical and consulting services provided by Party A.
2.2.3 Upon the occurrence of any incident affecting the normal operation of Party B, Party B shall promptly notify Party A.
2.2.4 Party B hereby authorizes Party A or any person authorized by Party A to enter Party B’s office or other business premises at a reasonable time.
2.2.5 Party B shall not take and shall procure to the greatest extent other third parties to refrain from any actions that may have an adverse effect on the ownership or intellectual property rights of Party A to provide services under this Agreement.
2.2.6 Party B shall be responsible for obtaining all relevant required approvals and permits (if necessary) from the relevant authorities with respect to Party A’s performance of its obligations under this Agreement.
2.2.7 Party B shall provide Party B with the financial reports, documents, accounts, records, data, etc. for each quarter in five (5) business days after the end of such quarter, for Party A to audit Party B’s accounts and confirm the amount of the Service Fees.
Party B’s Obligations. 1. Party B shall lend funds to Party A in full and on time in accordance with the agreement.
2. Party B shall keep confidential the business secrets of Party A and the ma- terials, data and other information required to be kept confidential by Party A in the process of negotiation, conclusion and performance of this agreement.
Party B’s Obligations. 1.4.1 Party B shall make its best endeavors to assist Party A or any affiliated company designated by Party A to consult with Unicom and ensure that Party A or any affiliated company designated by Party A and Unicom enter into a Main Business Agreement (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, Party A or any affiliated company designated by Party A shall be entitled to be the cooperator authorized by Unicom and operate the Main Business. In addition, the provisions of the Cooperation Agreement entered into by and between Party A or any affiliated company designated by Party A and Unicom shall permit Party A or any affiliated company designated by Party A to outsource the businesses under the Cooperation Agreement to third party.
1.4.2 Party B shall procure that the Business Acquisition shall be approved by Party B’s affiliated companies’ shareholders meeting, that is such shareholders meeting shall approve that (i) transfer the rights and obligations under the Business Agreement to any affiliated company designated by Party A; (ii) confirm that the Business Acquisition shall not included any debt, obligation and responsibility of Party B’s affiliated companies.
1.4.3 Party B make its best endeavors to ensure that the business relationship between Party A and its affiliated company and Unicom lasts at least fifteen (15) years, and to provide business cooperation opportunities with Unicom to Party A and its affiliated company in such fifteen (15) years period, and ensure that Party A and its affiliated company can cooperate with Unicom in Main Business within the period of fifteen (15) years and enter into related business agent cooperation agreement about Main Business with Unicom.
1.4.4 Upon the request by Party A, Party B shall procure Party B’s affiliated companies to provide outsourcing services to Party A and its affiliated company on Main Business operated by Party A and its affiliated company during the period of the cooperation on Main Business between Party A and its affiliated company and Unicom.
1.4.5 Party B undertakes that Party B and its affiliated company shall not operate any business in any form in competition with Main Business or in conflict with Party A’s Main Business for accepting other party’s outsourcing or agency business other than Party A’s.
1.4.6 Parties agree that Party A has the right but not the obligation to commission Party B and its affiliated company to provide outsourcing service for operating ...
