Contract for Supply of Fudan New English Corporate E-Learning Solution - Shanghai Broadband Network Inc. and Boehringer Ingelheim Shanghai Pharmaceuticals Co. Ltd.
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Boehringer Ingelheim |
Contract for supply of
Fudan New English Corporate
E-Learning Solution
Author : Anthony Smith
Date : June 30, 2004
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Party A: Shanghai Broadband Network Inc.
Address: Suite 1212 - 1214, Tomson Commercial Building, 710 Dongfang Road, Shanghai
Party B: Boehringer Ingelheim Shanghai Pharmaceuticals Co., Ltd.
Address: 22F, No. 138 Pudong Avenue, Shanghai, P.R. China
I. DEFINITIONS OF PARTIES OF THE RELATIONSHIP
1. Party A
Party A, Shanghai Broadband Network, Inc. (SBN) is a joint venture established by Asia Broadband Inc. in partnership with Shanghai Informatization Committee Technology Center and Shanghai Information Mansion Co. Limited Asia Broadband, Inc. owns and control 93% of Shanghai Broadband Network.
2. Party B
Boehringer Ingelheim Shanghai Pharmaceuticals Co. Ltd.
II. DEFINITIONS OF THE FUDAN NEW ENGLISH PROGRAM REFERRED TO IN THIS AGREEMENT
The Fudan New English Large Corporation Course Package
The corporate program is offered as one single training program including the four training levels offered as retail courses, i.e. foundation, improver, advanced and professional. The program does not include the I-Classroom offered through the public website. The program includes the following parts.
- Multimedia self-learning software
- Pre-recorded classroom videos
- Pronunciation Power
- Placement test
- Learning Management System
- Achievement Test after each level
Fudan New English corporate program - Service Support Packages
The program is delivered with a Service Support Package designed to correspond to the specific needs of your corporation. This contract relates to the Gold Service Support Package, including the following:
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- Hosting Service
- Narrowband support
- Centralized training department management
- Enhanced Tutor Service
- Training seminar provided in Shanghai (if requested) (free of charge)
- Training manager training for Benjamin Zhang and one other member of staff
III. OPERATIONS
1. Operation Model
1.1 Party A provides Party B with the Fudan New English course package specified in the above section. Party B will use the course package as training material for its staff members.
2. Terms of Agreement
2.1 This agreement will be valid for Fudan New English online training for one year. When the agreement expires, its extension will be decided through mutual agreement between the two parties.
2.2 If there is any content which is not covered in this agreement, the two parties agree to sign a supplementary agreement, and the supplementary agreement has the same legal status.
3. Number of Accounts
3.1 The parties agree that Party B will have the right to assign up to 23 individual staff member for Fudan New English training during the one year license period. The one year accounts are individualized and each yearly account is assigned to only one individual staff member.
3.2 As a goodwill gesture, and contrary to normal pricing, 8 free accounts will be assigned, bringing the total number of accounts to 23.
3.3 The unit price for each account is 200 USD.
4. Payment
4.1 Party B confirms to buy the license of using Fudan New English corporate course package specified in this agreement at a price of 3000 USD for a one year license.
4.2 Payment within 14 days after the software is opened to Party B's staff member access.
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4.3 Payment is expected by bank transfer in US dollars unless otherwise agreed.
IV. RIGHTS AND OBLIGATIONS OF THE PARTIES OF THE RELATIONSHIP
1. Rights and Obligations of Party A
1.1 Party A shall provide Party B with the Fudan New English course package specified in this agreement.
1.2 Party A shall be responsible for the hosting, installation, maintenance of the software and technical support to ensure proper operation of the software.
1.3 Party A shall provide Party B with narrowband support. Narrowband support for the Fudan New English course is provided in CD format, but will still require the staff members of Party B to be connected to the internet when using the program.
1.4 Party A shall provide Party B with centralized monthly reports on the learning progress of Party B's staff members. Party A will also proactively alert Party B if desired study pace and learning goals are not achieved.
1.5 Party A shall provide Party B with tutor service. Party A's tutors will make sure that the staff members of Party B are successful in starting to use the Fudan New English training program. They will assist the staff members in achieving the learning goals established by Party B's corporate training department. Party A shall provide tutor support via telephone, email and BBS during office hours Monday to Friday 9.00 am-5:30 pm, evenings Monday to Friday 5.40 pm to 9.00 pm and weekends 12.00 pm to 3.00 pm..
1.6 Party A shall provide Party B with training manager training if requested by Party B. A maximum of 2 training managers will be trained in the office of Shanghai Broadband Network, Inc.
1.7 Party A will supply Party B's staff members with text books corresponding to the Fudan New English online course.
1.8 If Party B desires a certification for its staff members taking the Fudan New English course, Party A shall provide Party B with Certificate in Fudan New English online course after the users of Party B successfully accomplish the Fudan New English program specified in this agreement.
2. Rights and Obligations of Party B
2.1 Party B shall pay the total fee for using Fudan New English corporate program course package for up to 23 unique staff members during one year.
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2.2 Party B can only use Fudan New English course package as training material for its staff members. Accounts are unique for a period of one year. Party B can not use the course package for any other purposes than training their staff members.
2.3 Party B can not copy or transfer the Fudan New English corporate course package or the Online provided by Party A to other parties. Party B can not compile the original language of the software; neither can Party B decrypt the encrypted software. If the above mentioned situation occurs, or other situation which may cause the disclosure of the confidence or damage to the course package, Party A has the right to terminate this agreement.
V. INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS
1. Intellectual Property Rights
1.1 Party A ensures that it possesses intellectual property rights for the program content included in the Fudan New English course in China.
2. Trade Secrets
2.1 The content of this agreement and any information that is not generally known and gives the party concerned a competitive advantage on the market should be considered strictly confidential by Party A and Party B. Without the agreement of the Party concerned, the content should not be disclosed to other parties.
2.2 None of the parties can utilize, copy or transfer the trademark, IC, business information, technology or other materials related to the other two parties.
VI. FORCE MAJEURE, DEFAULT, AND DISPUTE RESOLUTION
1. Force Majeure
1.1 In case of force majeure causing any party inability to partly of fully execute this agreement the prevented party will not be considered failing to observe the obligations of this agreement, and will not bear the responsibility for the delay. Force majeure includes events such as war (whether the war is declared or not), emergency, strike, labor dispute, accident, a server breakdown caused by the transmission of a computer virus, hacker's attacks on the server, fire, earthquakes, flood, typhoon, snowstorm and any other natural disasters and other unforeseen events beyond the control of the parties.
1.2 If any party thinks that the complementation of this agreement may be held back, delayed or affected by the factors listed in the first article of this agreement, the prevented Party is obliged to inform the other parties of such factors without delay.
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2. Default
Any of the following situations will be considered to be default.
2.1 Party B's inability to pay the total fee before due date.
2.2 Party A's failure to provide Party B with the Fudan New English course package specified in this agreement.
2.3 Any Party fails to keep the trade secrets of the other party or parties.
2.4 Infringement of Party A's intellectual property rights.
2.5 Any Party fails to implement this agreement.
3. Dispute Resolution
3.1 Any disputes as to this agreement should be solved through negotiation in China. This agreement is governed by PRC law.
VII. REVISION, CANCELLATION AND TERMINATION OF THIS AGREEMENT
1. The revision of this agreement should be made under the negotiation and agreement of the two parties.
2. If one party infringes the legal rights of the other party, the other party has the right to cancel this agreement.
3. If one Party breaches the agreement, which causes the inability to execute or delay the execution of all or part of the agreement, the other party has the right to terminate the agreement.
4. If the Party in breach caused the other two parties' economic loss directly or indirectly, the observant Party has the right to claim damages from the Party in breach.
MISCELLANEOUS
1. TIME OF TAKING EFFECT: This agreement shall take effect since the day of signing.
2. This agreement should be in two copies and each Party holds one copy. The two copies are all original copies and have the same legal status.
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Party A: Shanghai Broadband Network Inc.
Address: Suite 1212, Tomson Commercial Building, 710 Dongfang Road, Shanghai
Represented by Anthony Smith
Title: Business Development Manager
Signature: /s/ Anthony Smith
Date: 30th June 2004
Party B: Boehringer Ingelheim Shanghai Pharmaceuticals Co., Ltd.
Address: 22F, No. 138 Pudong Avenue, Shanghai, P.R. China
Represented by _________________ (print name)
Title __________________________ (print title)
Signature: /s/ signed
Date: 2004 June 30th