IE21 Cooperation Agreement - Shanghai Broadband Network Inc. and Shanghai Jiaoda Withub Scientific Street Co. Ltd.
IE21 cooperation agreement between Shanghai Broadband Network Inc. and Shanghai Jiaoda Withub Training Center
This agreement is made on June 15, 2004 by and between Shanghai Broadband Network Inc. (Shanghai Broadband), with its registered business office at Room 1212, Tomson Commercial Building, 710 Dongfang Road, Pudong, Shanghai, China, and Shanghai Jiaoda Withub Scientific Street Co., Ltd., with its registered business office at Room 100, No. 1 Building, No. 33 Leshan Road, Shanghai
Party A, Shanghai Broadband Network Inc., is a joint venture established by U.S. based Asia Broadband Inc., Technical Center of Informatization Office of Shanghai Municipal Government and Shanghai Information Building Enterprise Development Co., Ltd in the end of 2000. At present, Shanghai Broadband cooperates with various authoritative units in Europe and America through Asia Broadband, introducing internationally advanced teaching materials, and promoting them in China through relative education organizations.
Shanghai Jiaoda Withub Training Center of Party B, Shanghai Jiaoda Withub Scientific Street Co., Ltd., is the sample of cooperation between Shanghai Jiaotong University and Shanghai Xuhui District Government. The center relies on the education and scientific resource of Shanghai Jiaotong University and great support from the government, committed to developing high quality IT, foreign language and management training programs to provide outstanding talents to hundreds of high-tech enterprises of the society, Jiaoda Science and Technology Park and Jiaoda Withub High-tech Industry Base.
IE21 Teaching System includes the teaching material, multimedia self-learning software, management software for the instructor, English teaching web site, teaching outline and reference book.
Offline instruction is launched in the form of authorized partner. Both Party A and Party B undertake its own responsibility, in order to drive the development of IE21 training program.
Within the term of authorized partner, Party A shall provide Party B with the support including the teaching, market and sales, operation management and the service, and Party B can undertake the teaching of IE21 and relative activities within the scope of authorization under this agreement.
1. Operation requirement
The following terms and definitions used in this agreement are described as follows:
"Agreement" refers to this agreement, including its all annexes and appendixes.
"Authorized teaching center" refers to the center teaching this program upon consent from Party A. These centers should be reviewed by Party A in terms of the teaching center, and should be able to teach and promote this program.
"Fee" refers to the fee of authorized partnership and tuition fee listed in appendix 1.
"Fee of authorized partnership" refers to 3-year fee paid for obtaining the qualification of authorized teaching center, see the regulation in appendix 1 for the amount.
"Tuition fee" refers to the fee charged to the student for online and offline teaching materials, see the regulation in appendix 1 for the amount.
"Teaching course" refers to the teaching materials issued to the target student, including the teaching materials, CD-Rom, learning guide, etc.
"Course" refers to online and offline course of this program, including the teaching model.
"Intellectual property" refers to the right of copyright, trademark, design, patent, trade name and proprietary name nowadays or in the future specified by laws, as well as other knowledge activities in the area of industry, business, science, literature and art, no matter whether they are registered or not, or will they be considered as the patent holder.
"Signature parties" refers to Party A and Party B.
"Program" refers to "IE21" program. Independent intellectual property of this program is owned by Shanghai Broadband, and it is a course system in the form of online interactive self-learning and classroom instruction.
"Student" refers to the student learning IE21 program in authorized teaching center.
"Trademark" refers to special mark, logo and image, registered or not registered trademark and its intellectual property of IE21 which can be used by Party B under this agreement.
2. Authorized partnership license
2.1 Grant of authorized partnership license
IE21 is a brand owned and operated by Party A. Party A grants authorized partnership license to Party B, and Party B can use the trademark, teaching course and teaching materials of IE21 in specified authorized teaching center.
2.2 License condition
The license under the clause 2.1 is required as follows:
2.3 New address
Party B may require to add or change the address of authorized teaching center, but this must be agreed by Party A. If the course cannot be implemented at new address, Party A shall have the right to add or change new address.
2.4 Independent signing party
2.5 Region of authorized partnership
The region in this agreement: Shanghai (Xuhui district)
3. Use of trademark
3.1 Form of trademark
Party B shall use the trademark in the form specified in the appendix of this agreement or in writing based on actual condition. The party may provide reasonable advice as for the color, size and the location of the trademark in the advertising materials.
3.2 Approval of program promotion material
Before using the advertising and promotion materials, Party B shall provide the sample of trademark use to be reviewed by Party A; Party B shall not provide or use any promotion material without the consent in writing.
3.3 Ownership of trademark
Party B shall agree that Party B owns the title of the trademark, and shall not register or authorize to register the trademark which is consistent or similar to this agreement directly or indirectly, shall not undertake the activity which causes or may cause the loss of trademark ownership of the other party or generates the dispute about the ownership of the trademark, and shall not support the activity of limiting, modifying, canceling and deleting the trademark.
4. Obligation of Party A
4.1 Provide IE21 teaching system, including Internet based interactive self-learning course, video on demand course as well as student book and instructor book. Party A shall undertake legal and economic responsibility for the copyright and use right of all IE21 courses;
4.2 Perform the quality assurance and internal audit to the program to ensure effective
4.3 Review the qualification of instructor performing IE21 teaching tasks, and provide the training to the qualified instructor free of charge;
4.4 Provide the management support to the program, and provide the support of the promotion materials;
4.5 Authorize Party B and hangs the shingle for the authorized teaching center;
4.6 Execute the agreement of the program enrollment and marketing (as the appendix of this agreement);
4.7 Provide all materials for each student in the training center, including the teaching material, user card, user golden card, student guide book, narrowband version CD-Rom, username and password;
4.8 Provide full set of teaching materials to the instructor, including the teaching material, instructor book, password and username;
4.9 Provide the password, username and teaching materials to the sales and teaching staff of Party B, including 4 usernames and 4 passwords during initial period; if Party B requires to add the number of the password, username and teaching materials as the business grows, upon the request, Party B shall meet right requirement of Party A;
4.10 Manage online learning of the student, and provide the feedback to Party B in time;
4.11 Build and maintain the brand of IE21 Partnership Program with Party B.
5. Obligation of Party B
5.1 Ensure authorized teaching center is registered education organization, and provide relative written proof;
5.2 Assign one program coordinator for authorized teaching center, and hire qualified instructor to perform the course teaching;
5.3 Execute the program promotion according to the requirement and advice of Party A;
5.4 Provide the teaching space, computer room, as well as the enrollment, teaching, instructor employment, management and student management, and undertake economic and legal responsibility caused by bad management or breach of contract;
5.5 Provide other available teaching resource;
5.6 Pay authorized partnership fee and tuition as specified in the agreement;
5.7 Implement the teaching as specified by Party A, and perform internal audit and supervision;
5.8 Execute the agreement of the program enrollment and marketing (as the appendix of this agreement);
5.9 Build and maintain the brand of IE21 Partnership Program with Party A.
6. Supervision and management
6.1 Supervision right of Party A
6.2 Program record of Party B
7.1 Authorized partnership fee and tuition
See appendix 1 for the amount and payment terms.
7.2 Bank account
The fee shall be remitted to the following account number in the form of telegraphic remittance:
Account number of Party A:
Shanghai Broadband Network Inc.
CITIC Industrial Bank, Pudong Branch
Account number of Party B:
Shanghai Jiaoda Withub Scientific Street Co., Ltd.
021729-Industrual and Commercial Bank of China, Xuhui Branch, Xujiahui Sub-branch
Under this agreement, if the fee which should be paid by Party B to Party A is not paid due or the fee is occurred due to the breach of contract of Party B, Party B shall pay annual interest of 10%, which starts from the due date or payable date to the payment date. The interest is accumulated per day, and should be paid as required.
8. Confidential information
8.1 Confidentiality supervision
This agreement may be disclosed as required by law, but the written consent should be obtained from Party A before the disclosure.
9. Term and termination
Except for clause 10 which is terminated in advance, relative rights and obligations under this agreement shall be keeping effective from the date of the signature;
This agreement may be terminated through written agreement signed by both parties.
9.3 Agreement terminated by Party A
Under the following cases, Party A can terminate this agreement in writing:
9.4 Agreement terminated by Party B
Under the following cases, Party B can terminate this agreement in writing:
9.5 Processing of breach of contract
If either party breaks the contract, both parties shall do utmost to ensure the student enrolled in this program to finish the learning smoothly, or shall arrange the student to study the course similar to this program to realize the same objective.
10. Breach of contract
10.1 Breach of contract cases
If either party breaks the contract, under any of the following cases, the other two parties can terminate this agreement immediately after giving written notice to the breach party:
10.2 Responsibility of breach of contract
11.1 All important notices under this agreement will be considered effective only after being sending by mail or fax or mailing to the recipient address. If sent by mail, they must be delivered within 3 working days after the mailing date, and if sent by fax, the recipient must be able to receive the file completely and clearly.
11.2 The address and fax number is shown as follows subject to the change:
Party A: Shanghai Broadband Network Inc.
Address: Room 1013-1014, Tomson Commercial Building, Dongfang Road, Shanghai
Telephone: 021 58305900
Fax: 021 58200364
Attendance: Market Department
Party B: Shanghai Jiaoda Withub Scientific Street Co., Ltd.
Address: Room 100, No. 1 Building, No. 33 Leshan Road, Shanghai
Telephone: 021 64478001
Fax: 021 64477225
Attendance: Foreign Language Training Department
12. Agreement modification
This agreement may be modified, supplemented and replaced only after both parties signs separate agreement.
13. Force majeure
If either party of this agreement fails to or delays to perform all or part of its obligations under this agreement under the force majeure, it should not be considered such party violates the obligation under this agreement, and shall not be responsible for the delayed performance of such obligation. The force majeure includes, but not limited to, server breakdown caused directly or indirectly by the war (no matter the war has been announced), emergency, strike, industry dispute, incident and computer virus spread of the third party, server attacked by the hacker, fire, earthquake, flood, storm, storm snow, natural disaster or other factor out of the control of the affected party.
14. General provision
14.1 Governing law
This agreement is governed by the law of the People's Republic of China.
14.2 Undertaking of fee
The parties shall undertake all fees occurred during the negotiation and agreement execution.
14.3 Agreement substitution
This Agreement constitute the entire agreement between both parties relating to the subject matter hereof and supersede all memos, agreements, statements, representations, promises and warranties which have been made prior to the execution of this Agreement, and will be void.
14.4 Agreement effectiveness
This agreement is made in two originals with the same legal force, of which each party holes one. This agreement shall go into effect from the date of the signature and seal of both parties' authorized representatives.
14.5 Outstanding matters
Any outstanding matter or implementation details shall be settled separately through the negotiation between both parties. If supplementary agreement or implement details made between both parties conflicts to this agreement, the former will prevail.
Party A: Shanghai Broadband Network Inc.
Party B: Shanghai Jiaoda Withub Scientific Street Co., Ltd.
Appendix 1: Fee and financial
1.1: Amount: RMB 5000.
1.2: Software management and instructor training fee: RMB 5000.
1.3: Term of authorized partnership: 3 years
1.4: In order to encourage party B to increase the enrolled student and enhance the promotion, Party A agrees Party B is free of authorized partnership fee as well as the software management and instructor training fee (this clause substitutes the above clause 1.1-1.2).
1.5: In order to encourage party B to increase the enrolled student, during initial period of the program launch, Party A will provide online course and teaching materials on preferential basis, with total number of 50 sets. Original price is RMB 34000, and the price after the discount is RMB 30000. Before July 31, 2004, Party B shall order the course by remitting the amount to the account number of Party B. The fee of this part course will not be involved in the enrollment point return policy.
2.1 Calculation method
For each online and offline student enrolled, Party B shall pay total RMB 680 to Party A for online teaching course and RMB 150 for offline tuition.
For each online student enrolled, Party B shall pay total RMB 680 to Party A for online teaching course.
For each pure online and online plus offline student enrolled, Party B can enjoy the point return policy (see appendix 3 for details).
If both parties negotiate to adjust the tuition rate, the sharing proportion of offline part will be negotiated separately.
2.2 Payment term: as specified in clause 3 in this agreement.
3.1 When the student pays the tuition, Party B shall provide the invoice.
3.2 Party B must report the enrollment information of last month on 2nd day of each month: tuition charged must be paid to the account number of Party B before the fifth day of each month after withdrawing the income of Party B, and Party A shall provide the invoice to Party B;
3.3 Both parties shall undertake its own incoming tax;
Appendix 2: Tuition system
Unit: RMB Yuan
Notes: The purchase of online course individually will not include the Voice Master (See the introduction on the web site for the price of the product)/
Appendix 3: Enrollment point return policy
In order to encourage party B to increase the enrolled student, IE21 headquarter decides to execute the point return policy to Party B in order to encourage positive sales action of Party B. The point return policy applies to pure online course (RMB 500 for online course tuition), and the number of student is subject to the number reported by Party B. That is to say, if the student purchases IE21 online course and online & offline course once, Party B can get certain percentage of the online course tuition. Specific percentage is described as follows:
Number of student (accumulated within current month)
Online tuition x 10%
Online tuition x 15%
Online tuition x 20%
Agreement about Launching "Pudong Multimedia Bilingual Teaching Software Trial" through Cooperation
Party A: Shanghai Pudong Education Information Center
Party B: Shanghai Broadband Network Inc.
According to the strategy of Shanghai foreign language education developed by Shanghai Municipal Education Committee: "Strength English, test bi-lingual and search for multi-lingual teaching ", Pudong is taking leading step in the search of bilingual teaching. At present, Pudong is at initial period of bilingual teaching trial, majority of the teaching materials is based on paper, and there is almost no multimedia teaching materials. In order to keep pace with international bilingual teaching system, Shanghai Broadband Network Inc. introduces the multimedia bilingual teaching courseware from UK: Krucible and Lartouche, in order to take full advantage of advanced multimedia network technology, exert the role of IT environment in bilingual learning, create more scientific bilingual learning materials and more superior learning environment, and expand the time and space of bilingual practice, so as to improve both the learning capability and English skill of the high school student.
Nature of cooperation:
Cooperation between government and enterprise.
Objective of cooperation:
For this trial activity, the center will provide the demonstration platform, Shanghai Broadband Network Inc. provides the resource (i.e., Krucible and Kartouche - world class multimedia bilingual teaching and learning software). The following objectives will be reached through the trial:
Responsibility of both parties:
Shanghai Broadband Network Inc. provides: multimedia courseware, technical support, inviting international expert to provide the guidance, and part of organization work during the demonstration.
The center provides: demonstration space, technology platform, part of organization work during the demonstration, coordinating to contact relative units, inviting the teacher and expert to evaluate the product, and process the feedback.
Immersive Education Limited owns the title of English version of Krucible and Kartouche.
Shanghai Broadband Network Inc. is the business partner in China of Immersive Education Limited, and is the localization and distribution company of English version of Krucible and Kartouche.
During the cooperation, Party A must keep confidential information obtained from Party B in secret. After the cooperation, Party A shall return all original copies and duplicates of all confidential information as required by Party B.
Cooperation starting time:
The preparation work will be performed by both parties in February 2004. The project is started formally from the end of 2004 winter holiday to the end of June, lasting for one semester.
Party A: Pudong Education Information Center
Party B: Shanghai Broadband Network Inc.