UMA Product Sales and Service Contract - Beijing iTowNet Cyber Technology Ltd. and Beijing Ninetowns Ports Software and Technology Co. Ltd.
UMA PRODUCT SALES AND SERVICE CONTRACT
CONTRACT NO.: 00031
PARTY A: BEIJING ITOWNET CYBER TECHNOLOGY LTD.
PARTY B: BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.
SIGNING LOCATION: BEIJING ITOWNET CYBER TECHNOLOGY LTD.
SUITES 1205-1206, 12TH FLOOR, UNION PLAZA, 20 CHAOWAI STREET,
CHAOYANG DISTRICT, BEIJING 100020, THE PEOPLE'S REPUBLIC OF
CHINA
SIGNING DATE: OCTOBER 8, 2003
EFFECTIVE PERIOD: OCTOBER 10, 2003 TO DECEMBER 31, 2007
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TABLE OF CONTENTS
Chapter 1 Definitions ........................................................................ 3
Chapter 2 Product Service Contents and Service Terms.......................................... 3
Chapter 3 Price Terms......................................................................... 4
Chapter 4 Rights and Obligations of Both Parties.............................................. 5
Chapter 5 Acceptance Inspection Criteria and Service Targets.................................. 6
Chapter 6 Settlement Method................................................................... 6
Chapter 7 Copyright Ownership................................................................. 7
Chapter 8 Exemption Clauses................................................................... 7
Chapter 9 Miscellaneous....................................................................... 7
Chapter 10 Signing............................................................................. 8
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CHAPTER 1 DEFINITIONS
The terms listed below should have the following meanings this contract:
1.1 "Party A" refers to "Beijing iTowNet Cyber Technology Ltd."
1.2 "Party B" refers to "Beijing Ninetowns Ports Software and Technology Co.,
Ltd.," the provider of the User Message Agent and of the technical
services for this product.
1.3 "One contracting party" refers to either Party A or Party B.
1.4 "Both contracting parties" refers to Party A and Party B.
1.5 "The contract" refers to this contract, and to all of the inseverable
attachments that make up the contract.
CHAPTER 2 PRODUCT SERVICE CONTENTS AND SERVICE TERMS
Product Requirements:
Product Name: The Chinese name is [Name in Chinese]; the English name is UMA
(User Message Agent).
Product Quantity:
Year UMA Quantity (Set) Notes:
---- ------------------ ------
2003 100 Refers to the quantity of this product that is
purchased in this year
2004 200
2005 100
Total 400
Supply Date Requirements: The deployment work will be completed within two
months after Party A issues the deployment list.
Service Contents:
No. Service Name Period Notes
--- ------------ ------ -----
1 Installation and Deployments Onsite
2 Technical Support Services 7 x 24 Remote/Onsite
3 Software Performance Testing and Optimization Monthly
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No. Service Name Period Notes
--- ------------ ------ -----
4 System Security Testing and Adjustments to Security Tactics Semi-Annually
5 Data Clearing and Analysis Monthly
6 Product Upgrading Quarterly
7 New Business Allocation and Product Installation Based on need
8 Technical Training for Product Maintenance Staff Semi-Annually
Party B will provide two years of technical services to Party A for each set of
"User Message Agent" that Party A purchases.
Contract Service Period:
January 1, 2004 to December 31, 2007
CHAPTER 3 PRICE TERMS
Both parties will act in accordance with the principle of friendly
cooperation and with the provisions of the "Contract Law of the People's
Republic of China", and Party A will purchase Party B's "User Message Agent" ---
UMA product, and it will purchase the corresponding technical services for this
product.
The price list is shown in the following table:
Item Name Unit Price (RMB) Unit Discount Settlement Price (RMB)
--------- ---------------- ---- -------- ----------------------
UMA Product RMB100,000.00 Set 50% RMB50,000.00
Technical Services RMB15,000.00 Set/Year RMB15,000.00
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Product Services List and Amounts:
Quantity Settlement Unit Price
Year Product/Service (Set/Points) (RMB) Subtotal (RMB)
---- --------------- ------------ --------------------- ----------------
2003 UMA Product 100 RMB50,000.00 RMB5,000,000.00
2003 UMA Service 100 RMB15,000.00 RMB1,500,000.00
2004 UMA Product 200 RMB50,000.00 RMB10,000,000.00
2004 UMA Service 300 RMB15,000.00 RMB4,500,000.00
2005 UMA Product 100 RMB50,000.00 RMB5,000,000.00
2005 UMA Service 300 RMB15,000.00 RMB4,500,000.00
2006 UMA Service 100 RMB15,000.00 RMB1,500,000.00
Total RMB32,000,000.00
Total contract Amount: RMB32,000,000.00 (RMB Thirty Two Million)
CHAPTER 4 RIGHTS AND OBLIGATIONS OF BOTH PARTIES
1. Party A guarantees that it will use the UMA products under the licensing
terms that are provided by Party B, and that it will not perform any
illegal duplication. Moreover, it will not dissect, assemble, or
disassemble the products. Otherwise, Party B will subject Party A to a
thorough investigation concerning its legal liability.
2. Technical Services and Upgrading
Party B's services include: technical training, customer-friendly service,
integrated service, system maintenance, malfunction diagnosis and
elimination, and capacity expansion and upgrading. See Chapter 2.
3. Source Code File Reviews
Party B will provide all of the source code file reviews, in order to
reduce Party A's risk.
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4. If Party A needs to make changes and carry out a second development, and
if the work volume is too large, it will be necessary to make a separate
agreement as a contract attachment, and separate development, upgrading,
and service charges will be collected.
CHAPTER 5 ACCEPTANCE INSPECTION CRITERIA AND SERVICE TARGETS
Product Acceptance Inspection Criteria:
The UMA product installation and one week of normal and smooth operation.
Service Targets:
1. To provide 7 x 24 technical services;
2. The system's abnormal stoppage frequency will not exceed four times
per year;
3. The system restoration time will not exceed one hour.
CHAPTER 6 SETTLEMENT METHOD
Party A should make the UMA product payment and pay the technical service
fees for the first half of the year within two months after June each year. It
should make the UMA product payment and pay the technical service fees for the
second half of the year to Party B within two months after December each year.
The specific payable details are shown in the following table:
Product Amount Service Fees Payable
Dates Payable (RMB) (RMB) Subtotal (RMB)
----- ---------------- -------------------- ----------------
January 2004 to February 2004 RMB5,000,000.00 RMB1,500,000.00 RMB6,500,000.00
July 2004 to August 2004 RMB5,000,000.00 RMB1,500,000.00 RMB6,500,000.00
January 2005 to February
2005 RMB5,000,000.00 RMB3,000,000.00 RMB8,000,000.00
July 2005 to August 2005 RMB2,500,000.00 RMB2,250,000.00 RMB4,750,000.00
January 2006 to February
2006 RMB2,500,000.00 RMB2,250,000.00 RMB4,750,000.00
July 2006 to August 2006 RMB750,000.00 RMB750,000.00
January 2007 to February RMB750,000.00 RMB750,000.00
2007
Totals RMB20,000,000.00 RMB12,000,000.00 RMB32,000,000.00
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CHAPTER 7 COPYRIGHT OWNERSHIP
The software copyrights to the UMA (User Message Agent) belong to Party B.
CHAPTER 8 EXEMPTION CLAUSES
Delays: Should a force majeure or other unforeseeable event cause a delay
in the performance of this contract, neither party to the contract will assume
any late charges.
Contract Termination: Should a force majeure or other unforeseeable event
make this contract impossible, unnecessary, or meaningless, either party may
delay or cancel this contract. The actual expenses that Party B has incurred
before the contract is terminated should be assumed by Party A, and Party B
should provide Party A with the corresponding evidence of expenses.
If any party sustains a force majeure or unforeseeable event that makes it
wholly or partially impossible to perform this contract or that cancels or
delays the performance of this contract, it should notify the other party in
writing of the circumstances of the event, and it should present the relevant
evidence to the other party.
As used in this contract, force majeure or unforeseeable events refer to
objective incidents that are unforeseeable, insurmountable, and unavoidable, and
that have a significant impact on one party. They include but are not limited to
natural disasters such as floods, earthquakes, fires, and storms, as well as
public incidents such as wars, riots, and government actions.
CHAPTER 9 MISCELLANEOUS
1. All of the terms in the contract attachments that have been agreed to by
both parties are inseverable parts of this contract, and they are of equal
effect with the contract text.
2. All matters that are related to this contract, but for which specific
provisions have not been made in this contract, will be settled through
friendly consultation by both parties and after a written agreement has
been reached.
3. Matters that are not covered in this contract will be settled through
friendly consultation by both parties. All separate agreements arising
from consultation between both parties become supplements to this
contract, and they are of equal legal effect as this contract.
4. If a dispute occurs over the above-mentioned contract terms, both parties
should resolve it through friendly consultation. If consultation fails, it
should be adjudicated by a legal institution in accordance with the
relevant legal provisions.
5. This contract consists of four identical copies, and each party keeps two
copies. It takes effect after being signed and sealed by both parties.
CHAPTER 10 SIGNING
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Name Beijing iTowNet Cyber Technology Ltd. Technology Contract
----------------------------------------------------------------------- Special Seal
Suite 1205-1206, 12th Floor, Union Plaza, 20 Chaowai or
Address Street, Chaoyang District, Beijing 100020, The Official Seal
People's Republic of China
Party A
----------------------------------------------------------------------- Beijing iTowNet
Zip Code 100020 Cyber Technology
----------------------------------------------------------------------- Ltd.
Authorized Agent /s/ Liu Xiao [Seal]
Legal Dong
Representative
-----------------------------------------------------------------------
Telephone 010-65889922 Fax 010-65880038
-----------------------------------------------------------------------
Bank of Deposit Beijing City Commercial Bank, Hongxing Branch
-----------------------------------------------------------------------
Account No. 01090330400120109056224
------------------------------------------------------------------------------------------------------------
Name Beijing Ninetowns Ports Software and Technology Co., Technology Contract
Ltd. Special Seal
----------------------------------------------------------------------- or
5th Floor, Union Plaza, 20 Chaowai Street, Chaoyang Official Seal
Address District, Beijing 100020, The People's Republic of
Party B China Beijing Ninetowns
----------------------------------------------------------------------- Ports Software and
Zip Code 100020 Technology
----------------------------------------------------------------------- Co., Ltd.
Authorized [Seal]
Legal Agent
Representative
-----------------------------------------------------------------------
Telephone 010-65887788 Fax 010-65882260
-----------------------------------------------------------------------
Bank of Deposit
-----------------------------------------------------------------------
Account No.
-----------------------------------------------------------------------
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