Technical and Consulting Service Agreement - Shanghai Run An Lian Information Consultancy Co. Ltd. and Qian Cheng Wu You Network Information Technology (Beijing) Co. Ltd.
TECHNICAL AND CONSULTING SERVICE AGREEMENT
by and between
SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
and
QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)
COMPANY LIMITED
MAY 3, 2004
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ARTICLE 1 COOPERATION................................................. 4
ARTICLE 2 TECHNICAL AND CONSULTING SERVICES OF PARTY B................ 4
ARTICLE 3 SERVICE FEES................................................ 5
ARTICLE 4 COPYRIGHT OWNERSHIP......................................... 5
ARTICLE 5 TERM AND TERMINATION........................................ 5
ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT............................ 6
ARTICLE 7 WAIVER...................................................... 6
ARTICLE 8 NOTICE...................................................... 7
ARTICLE 9 GOVERNING LAW AND DISPUTES RESOLUTION....................... 7
ARTICLE 10 MISCELLANEOUS............................................... 8
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TECHNICAL AND CONSULTING SERVICE AGREEMENT
This Technical and Consulting Services Agreement ("AGREEMENT") is made and
entered into May 3, 2004 by and between the following parties:
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 Room 753, 710
Changping Road, Shanghai, China ("PARTY A").
QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED, a
wholly foreign owned enterprise duly organized and validly existing under the
laws of the People's Republic of China, with its registered address at Unit D,
32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing,
China ("PARTY B").
(hereinafter referred to as to a "PARTY" individually, and the "PARTIES"
collectively)
WHEREAS:
1. Party A is a company engaged in the provision of human resources services,
which is qualified and licensed in Shanghai human resource market to
collect and publish information on demand and availability of human
resource, and provide human resource consulting services, including
Internet human resource services. Party A currently owns and operates a
website specializing the provision of Internet human resource services,
i.e., www.51job.com ("HR WEBSITE");
2. Party B is a company engaged in the development and provision of services
in connection with Internet technology with technical expertise and
practical experiences related to Internet, having extended experiences and
personnel with respect to information technology software for Chinese
website, technology of sorting in Chinese and platform design;
3. Party A and Party B intend to explore the respective advantages of both
Parties to cooperate with each other to develop Internet human resource
services and the relevant professional technical services within the
respective business scope of Parties.
NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement
under the following terms and conditions and to perform this Agreement according
to such terms and conditions:
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ARTICLE 1 COOPERATION
1.1 Party A shall provide human resource services to the customers relying on
its human resource qualification and HR Website. Party A hereby agrees to
engage Party B and Party B agrees to be engaged by Party A as the
exclusive technology provider for Party A in light of Party B's technical
expertise and experiences related to the Internet.
1.2 Party A agrees that, during the term of this Agreement, Party A shall not
engage any third party as Party A's technology provider without the
consent of Party B, excluding Party B's affiliates.
1.3 Party A agrees that Party B shall have the right to provide the same or
similar technical services under this Agreement to other world wide web
operators and it shall also have the right to delegate other company or
individual to perform Party B's obligations to provide technical services
under this Agreement.
ARTICLE 2 TECHNICAL AND CONSULTING SERVICES OF PARTY B
2.1 Party B shall be responsible for the development, design, and production
of database software to be used to store human resource information,
software for the end-user platform, and other relevant technologies, and
license the right to use the same to Party B.
2.2 Party B shall be responsible for the system maintenance of the HR Website
and the human resource database, including promptly inputting employment
information of the customers into the human resource database, or updating
the database in a timely manner and updating the user platform based on
the recruitment/job-seeking information provided by Party A from time to
time, and providing other technical services.
2.3 Party B shall provide Party A with the technical consulting services and
technical services for the development of Internet technology of Party A,
including without limitation, system design, and installation and
calibration of the system, as well as system trial operation.
2.4 Party B shall provide the consulting services to Party A for procurement
of relevant equipments, software and hardware system required for the
operation of Internet services by Party A, including but not limited to
provision of consulting advice on the selection of various software tools,
software application, and technical platform, installation and calibration
of system and the selection and purchase, model and performance of various
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associated hardware facilities.
2.5 Party B shall provide appropriate training and technical support and
assistance to the staff of Party A, including but not limited to providing
the appropriate training to Party A and its staff (including trainings
related to, among other things, customer services, technology);
introducing to Party A and its staff knowledge and experience in the
installation and operation of the systems and equipment and assisting
Party A in solving any problems which may arise at any time in the course
of installation and operation of the equipment; and providing Party A with
consultations and advice on on-line editing of platforms and application
of software and assisting Party A in editing and collecting various
information.
2.6 Other technical and consulting services necessary for Party A's businesses
and operations.
ARTICLE 3 SERVICE FEES
Party B shall issue the bill to Party A based on workload for the technical
services to Party A in accordance with the price agreed by both Parties. Party A
shall pay relevant service fees to Party B in accordance with the date and
amounts as set out on the bill. Party A and Party B may otherwise make other
arrangement for the payment of service fees based on the actual circumstances.
ARTICLE 4 COPYRIGHT OWNERSHIP
The ownership of the intellectual property rights of Party A and Party B from or
in connection with the cooperation shall be determined as follows: Party B owns
the copyright for the database software and other relevant software designed by
Party B, and the intellectual property rights of and any other rights derived
from the results of development and research through the research and
development under this Agreement and other agreements entered into by both
Parties shall be owned by Party B, including without limitation right to apply
for patent, copyright for the software, technical documents and technical
information as the carrier, or other intellectual property rights, and the right
to license the foresaid intellectual property rights to other parties or to
transfer the foresaid intellectual property rights.
ARTICLE 5 TERM AND TERMINATION
5.1 This Agreement shall become effective from the date of execution hereof by
the respective authorized representatives of Parties with the company
seals of
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the Parties affixed hereto, and shall remain effective for ten (10) years.
5.2 During the term of this Agreement, in the event of a breach of this
Agreement by Party A, Party B may send a written notice of such breach to
Party A. Notwithstanding any contrary provision of applicable laws, this
Agreement may be, and may only be, terminated by Party B by written notice
if Party A fails to cure such breach within fourteen (14) days of its
receipt of Party B's notice of such breach.
5.3 This Agreement may be extended to any term agreed by the Parties in
writing.
ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT
6.1 In the event of default by any Party hereto on its obligations provided in
this Agreement, the defaulting party shall, upon the receipt of a written
notice from the non-defaulting party requesting the correction,
immediately refrain from the default, and shall compensate the
non-defaulting Party for all losses and damages thus caused to the
non-defaulting party within fourteen (14) days of the notice.
6.2 In the event that the Parties hereto are both at fault, then they shall
bear the respective liabilities for the breach in accordance with the
actual faults committed by parties.
ARTICLE 7 WAIVER
7.1 Except for the obligation of compensation provided herein, no Party shall
be liable for any contingent, consequential, special or punitive damages
or other damages of the other Party arising from or in connection with
this Agreement, whether or not alleged to be the result of contracts or
infringement (including negligence or strict liability), or other
circumstances, and whether or not the other Party has been informed of the
possibilities of such damages to such other Party.
7.2 The rights and obligations under this Agreement shall apply to the
respective successors, permitted assigns, executor, and manager of both
Parties to the extent possible. Any Party may transfer the services which
it shall provide under this Agreement to any of its affiliates or
successors, regardless whether such succession is resulted from merger,
acquisition, asset purchase or otherwise.
7.3 The invalidity, nullity and unenforceability of any provision hereof shall
not
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affect or prejudice the validity, effectiveness and enforceability of
other provisions hereof. However, the Parties hereto shall cease the
performance of such invalid, null and unenforceable provision and shall
amend such provision only to the extent that it will be valid, effective
and enforceable with respect to such specific facts and situations in a
manner that most closely reflect the original intention of such provision.
7.4 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 deemed as a waiver by such Party of
its rights and shall not prejudice, affect or restrict any of the rights
which such Party shall be entitled to under this Agreement and relevant
PRC laws and regulations.
ARTICLE 8 NOTICE
Any notice hereunder shall be delivered by personal delivery or via facsimile or
by registered airmail to the following addresses and numbers or to any other
addresses and numbers which have been notified in writing by one Party to the
other Party. Notices sent by registered airmail shall be deemed to be
effectively served on the fifth day after the date of dispatch. Notices
delivered by personal delivery or via facsimile shall be deemed to be
effectively served on the next day after the delivery or transmission. If
transmitted via facsimile, the original copy of the notices shall be sent by
registered airmail or by personal delivery to the other Party immediately after
the transmission.
PARTY A: Shanghai Run An Lian Information Consultancy Company Limited
Address: Room 753, 710 Changping Road, Shanghai, China
Attention: Mr. FENG Lei
PARTY B: Qian Cheng Wu You Network Information Technology (Beijing) Company
Limited.
Address: Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang
District, Beijing
Attention: Mr. WANG Tao
ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW
9.1 The execution, effectiveness, performance and interpretation of this
Agreement shall be governed by the laws of the People's Republic of China.
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9.2 Any disputes arising from or in connection with the execution,
performance, interpretation and dispute settlement of this Agreement shall
be settled by both Parties through friendly consultations. If the Parties
fail to settle the disputes through friendly consultations, either Party
may submit the dispute to China International Economy and Trade
Arbitration Commission (hereinafter referred to as "CIETAC") for
arbitration in Beijing in accordance with the then applicable arbitration
rules of CIETAC.
9.3 During the arbitration, the Parties shall continue to perform their
obligations under this Agreement not subject to the arbitration.
9.4 The arbitral award shall be final and binding upon the Parties.
ARTICLE 10 MISCELLANEOUS
10.1 This Agreement may not be revised, modified, supplemented or dissolved
unless by written agreements between the Parties signed by the authorized
representatives.
10.2 Appendixes attached to this Agreement shall be an integral part of this
Agreement. The Parties may, from time to time, revise, add to and adjust
the Appendixes hereto during the term of this Agreement.
10.3 This Agreement is written in Chinese in two counterparts, with each Party
holding one counterpart.
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(No Body Text on this Page)
PARTY A: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
SIGNED BY: ___________________
AUTHORIZED REPRESENTATIVE:
TITLE:
PARTY B: QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)
COMPANY LIMITED
SIGNED BY: ___________________
AUTHORIZED REPRESENTATIVE:
TITLE:
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AMENDMENT TO TECHNICAL AND CONSULTING SERVICE AGREEMENT
Shanghai Run An Lian Information Consultancy Company Limited ("Party A") and
Qian Cheng Wu You Network Information Technology (Beijing) Company Limited
("Party B") made and entered into the Technical and Consulting Service Agreement
("Technical Service Agreement") on May 3, 2004. Party A and Party B hereto agree
to enter this agreement as an amendment to the Technical Service Agreement
("Amendment Agreement") as of July 2, 2004, as follows:
1. Article 3.1 of the Technical Service Agreement provided that "Party B shall
issue the bill to Party A based on workload for the technical services to
Party A in accordance with the price agreed by both Parties. Party A shall
pay relevant service fees to Party B in accordance with the date and
amounts as set out on the bill. Party A and Party B may otherwise make
other arrangement for the payment of service fees based on the actual
circumstances."
The Parties hereby agree that the above provision should be amended as:
"Party B shall issue the bill to Party A based on workload for the
technical services to Party A in accordance with the price agreed by both
Parties. Party A shall pay relevant service fees to Party B in accordance
with the date and amounts as set out on the bill."
2. Other provisions under the Technical Service Agreement shall remain
effective.
3. This Amendment Agreement is a part of the Technical Service Agreement and
shall have the same legal effect.
4. This Amendment Agreement becomes effective upon the day of execution by the
respective authorized representative of Party A and Party B.
Party A: Shanghai Run An Lian Information Consultancy Company Limited
By: _____________________
Name:
Title:
Party B: Qian Cheng Wu You Network Information Technology (Beijing) Company
Limited.
By: _____________________
Name:
Title: