Beijing Baidu Netcom Science and Technology Co., Ltd.
The Licensor, a wholly foreign-owned enterprise incorporated in Beijing under the laws of the Peoples Republic of China (thePRC), which owns the domain names of baidu.com, baidu.com.cn, baidu.cn, shifen.com, baidu.jp and baidu.kr (the Domain Names).
The Licensee, a company incorporated in Beijing under the laws of the PRC, is licensed by Beijing Municipal Telecommunication Management Bureau to carry on the business of the Internet Information Service;
The Licensor agrees to license the Domain Names to the Licensee pursuant to the terms and conditions set forth herein and the Licensee agrees to accept the license with the terms and conditions set forth herein;
NOW THEREFORE the parties agree as follows:
Grant of License
The Domain Names
Upon the terms and conditions hereinafter set forth, the Licensor hereby grants the exclusive license to the Licensee for using Domain Names, and the Licensee hereby accepts the exclusive license to use the Domain Names. Without the permission of the Licensee, the Licensor shall not license any third party to use the Domain Names.
The use rights of the Domain Names granted by Licensor to Licensee shall be effective only to www.baidu.com (Baidu Website) operated by Licensee. The Licensee agrees that it will not make, or authorize any use, direct or indirect, of the Domain Names by any other means, unless there are opposite stipulations in this Agreement.
The use rights of the Domain Names granted by Licensor to Licensee shall be effective only tin the PRC. The Licensee agrees that it will not make, or authorize any use, direct or indirect, of the Domain Names in any other regions.
Terms of Payment
The Licensee agrees to pay the Licensor license fees and the specified amount of the license fees and the form of payment are set forth in Appendix 1.
The Licensee acknowledges the value of the goodwill in connection with the Domain Names, and confirms that the Domain Names and relevant rights and the goodwill pertaining to the Domain Names shall belong to the Licensor, and the Domain Names have a subordinate meaning in the mind of public.
The Licensee shall take reasonable efforts to protect and maintain the confidentiality of any and all data and information of the Licensor that is marked with Confidential or known as confidential by the Licensee (the Confidential Information). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensors request, return Confidential Information to the Licensor or destroy it itself and delete Confidential Information from any mnemonic devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party without the Licensors written consent.
Section 4.1 shall survive whatever this Agreement is amended, termination or expires.
Representations and Warranties
The Licensor represents and warrants as follows:
The Licensor is a company duly incorporated and validly existing under the laws of the PRC;
The Licensor has the exclusive ownership of Domain Names to others;
The Licensor, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the necessary consents or approvals) from other third party or
governments, without violating the restriction of the laws and company which binds or influences Licensor to execute and perform this Agreement;
The Agreement will constitute a legal, valid and binding agreement of Licensor and will be enforceable against Licensor in accordance with its terms upon its execution.
The Licensee represents and warrants as follows:
The Licensee is a company duly incorporated in Beijing and validly existing under the laws of the PRC and is licensed by Beijing Municipal Telecommunication Management Bureau to engage in the business of the Internet Information Service;
The Licensee, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the necessary consents or approvals) from other third party or governments, without violating the restriction of the laws and company which binds or influences Licensee to execute and perform this Agreement;
The Agreement will constitute a legal, valid and binding agreement of Licensee and will be enforceable against Licensee in accordance with its terms upon its execution.
The Licensors Ownership and Protection of Licensors Rights
The Licensor agrees, during the effective term of this Agreement and thereafter, not to query the ownership and other rights of Domain Name by Licensor, the effectiveness of this Agreement; and conduct any action that is deemed by Licensor as harmful to its right, ownerships and license by Licensor.
The Licensee agrees to provide necessary assistances to help the Licensor to protect the rights of Domain Name. The Licensor may participate the lawsuits related to the claims of compensation with its own desire, on behalf of itself, Licensee or both Parties, once any third party claims the compensation in connection with the Domain Name of Licensor. If any third party infringes any right of Domain Name, the Licensee shall notify the Licensor immediately in written of such infringements within the scope that it knows, and only Licensor has the right to take actions against such infringements.
The Licensee agrees to use the Domain Names only pursuant to this Agreement and not to use the Domain Name by manner of deceit, misleading or others manners that are deemed by Licensor as harmful to the Domain Name or the reputation of Licensor.
Quality of Baidu Website
The Licensee shall take best efforts to operate Baidu Website in high quality in order to protect and enhance the reputation of the Domain Names.
In all cases where the Licensee shall bear the production cost of the promotion material involving the Domain Names required by the Licensee. The Licensor has the sole and exclusive right to the ownership of promotion materials regarding the Domain Name or its duplicate, including all intellectual property rights whatever such promotion materials is invented or use by either the Licensor or the Licensee.
The Licensee agrees not to promote or advertise any of the Domain Names on radios, televisions, papers, magazines, the Internet or other media without the prior written consent of the Licensor.
In the event that any of the Domain Names contradict with any of the trademark or domain name used by Licensor, its parent company or affiliate of its parent company, at the present or in the future, the Licensor shall have the right to terminate the Agreement by a written notice to the Licensee within 30 days before such termination.
Effective Date and Term
This Agreement has been duly executed as of the date first set forth above and shall be effective simultaneously. The term of this Agreement is five (5) years unless the early termination set forth in this Agreement.
This Agreement may be extended one year automatically upon its expiration (including the expiration of any extension) unless the Licensor informs of the termination of this Agreement with the written notice before the expiration.
This Agreement shall expire on the date due or its extension due with the notice of non-extension of this Agreement by the Licensor.
Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including but not
limited to Section 6.1, 6.2 and 6.3 of this Agreement and fails to cure its breach within 30 days from the date it receives the written notice of its breach from the non-breaching party. During the term of this Agreement, the Licensor may terminate this Agreement at any time with a written notice that take effects 30 days after the issue of such notice to the Licensee.
Article 3, 4, 6 and 16 shall survive upon the termination or expiration of this Agreement.
Effect of Termination or Expiration
Upon and after the expiration or termination of this Agreement, all rights granted to the Licensee hereunder shall forthwith revert to the Licensor, who shall be free to license others to use the Domain Names and the Licensee will refrain from further use or any direct or indirect use of the Domain Names.
Force Majeure, which includes but not limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning or war, means any event that is beyond the partys reasonable control and cannot be prevented with reasonable care of the affected party. However, any shortage of credit, capital or finance shall not be regarded as an event beyond the partys reasonable control. The party affected by Force Majeure and seeks for the exemption from performing the obligations under this Agreement shall inform the other party of such exemption and any action taken by it for performing this Agreement.
In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate manners to minimize or remove the effects of Force Majeure and attempt to resume the performance of the obligations delayed or prevented by the event of Force Majeure. Once the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts.
Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission (the copy of facsimile shall be sent afterwards) to the address of the relevant party or parties set forth below.
The Licensor: Baidu Online Network Technology (Beijing) Co., Ltd.
Addressee: Xu Yong
Tel:010-82884488 Extension 666
The Licensee: Beijing Baidu Netcom Science and Technology Co., Ltd.
Addressee: Li Yanhong
Tel:010-82884488 Extension 888
Assignment or Sublicense
The rights and obligations licensed by the Licensor to the Licensee pursuant to this Agreement shall not be assigned, pledged, sublicensed without the prior written consent of the Licensor.
The Licensee hereby agrees that the Licensor shall be able to transfer the rights and obligation under this Agreement to any third party at its discretion, and such transfer shall only be subject to a written notice serviced to the Licensee by the Licensor, and no any further consent from the Licensee will be required.
Settlement of Disputes
The parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation within 30 days after one party ask for consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (the CIETAC) in accordance with its rules, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and conclusive and binding upon the parties and shall be enforceable in accordance with its terms.
The performance, interpretation and implementation of this Agreement shall be governed by the laws of the PRC.
Amendment and Supplement
Any amendment and supplement of this Agreement shall be made in writing by both Parties. The amendment and supplement duly executed by both Parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.
If any clause hereof is judged as invalid or non-enforceable according to relevant laws, such clause shall be deemed invalid only within the applicable area of the Laws and without affecting other clauses hereof in any way.
The Appendices referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.
IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed by a duly authorized representative on their behalf as of the date first set forth above.
The Licensor and the Licensee entered into the Domain Name License Agreement as of March 1, 2004, and the Licensor sent a Notice regarding the Domain Name License Agreement to the Licensee on April 27, 2004 (collectively the Original Agreement). According to the Original Agreement, the Licensor authorized the Licensee to use the domain name of baidu.com.cn, baidu.cn, baidu.com and shifen.com (the Baidu Domain Names);
The Licensor has legally obtained series domain names of hao123.com, hao123.net, hao222.com and hao222.net, etc (the Hao123 Series Domain Names);
The Licensee has been operating www.baidu.com (relevant domain names including baidu.com.cn, baidu.cn, baidu.com and shifen.com, collectively, the Baidu Websites), and now extends the operation of relevant web site of the Domain Names of hao123 Series (Hao123 Websites);
Based on the Original Agreement, the Licensor and the Licensee herein agree to execute this Agreement, in which the Licensor authorizes the Licensee to use the Domain Names of hao123 Series, as the supplement to the Oringial Agreement;
NOW THEREFORE, the parties agree as follows:
Article 1 of the WHEREAS of the Original Agreement shall be amended as follows:
The Licensor, a wholly foreign-owned enterprise incorporated in Beijing under the laws of the Peoples Republic of China (thePRC), which(1) owns the ownership of domain names baidu.com.cn and baidu.cn, (2) owns
the use right of baidu.com and shifen.com; and (3) owns the ownership of domain name of hao123.com, hao123.net, hao222.com and hao222.net, (collectively, the Domain Names).
Article 1.2.1 of the Original Agreement shall be amended as follows:
The use rights of the Domain Names granted by Licensor to Licensee shall be effective only to Baidu Websites and hao123 Websites operated by Licensee. The Licensee agrees that it will not make, or authorize any use, direct or indirect, of the Domain Names by any other means, unless there are opposite stipulations in this Agreement
Article 7 of the Original Agreement shall be amended as follows:
7 Quality of Baidu Website
The Licensee shall take best efforts to operate Baidu Websites and hao123 Websites in high quality in order to protect and enhance the reputation of the Domain Names.
This Agreement has been duly executed as of the date first set forth above and shall be effective simultaneously. The other clauses of the Original Agreement shall keep effective. This Agreement is a supplement and integral part of the Original Agreement, and has the same legal effect with the Original Agreement..
[Signature in the following page]
The Licensor: Baidu Online Network Technology (Beijing) Co., Ltd.
/s/ Yong Xu
Name: Xu Yong
The Licensee: Beijing Baidu Netcom Science and Technology Co., Ltd.