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Sample Business Contracts
Contract for Supply of IE21 Interactive English Corporate E-Learning Solution - Shanghai Broadband Network Inc. and Moeller Electric (Shanghai) Co. Ltd.
Moeller Electric (Shanghai) Co., Ltd.
Contract for supply of
IE21 Interactive English Corporate
E-Learning Solution
Author : Royce Gao
Date : October 14, 2004.
2
Party A: Shanghai Broadband Network Inc.
Address: Suite 1212-1214, Tomson Commercial Building, 710 Dongfang Road, Shanghai 201206
Party B: Moeller Electric (Shanghai) Co., Ltd.
Address: Floor 11/F, No. 618, Yan An Rd. (E), Shanghai 200001, PRC.
| I. | DEFINITIONS OF PARTIES OF THE RELATIONSHIP |
| | 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 controls 93% of Shanghai Broadband Network. |
| | Moeller Electric (Shanghai) Co., Ltd. |
| II. | DEFINITIONS OF THE IE21 INTERACTIVE ENGLISH PROGRAM REFERRED TO IN THIS AGREEMENT |
| | The IE21 Interactive English Large Corporation Course Package |
The corporate program is offered as one single training program including one level out of four offered as retail courses, i.e. foundation, improver, advanced and proficient. 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 |
| | • | Learning Management System |
| | • | Achievement Test after one level study |
| | • | IE21 Interactive English corporate program — Service Support Packages |
The program is delivered with a Service Support Package designed to correspond to the specific needs of Moeller corporation. This contract relates to the Gold Service Support Package, including the following:
| | • | Centralized Learning Report |
| | • | One orientation Class in Shanghai (provided request) |
| | 1.1 | Party A provides Party B with the IE21 Interactive English course package specified in the above section. Party B will use the course package as training material for its staff members. |
| | 2.1. | This agreement will be valid for IE21 Interactive English for 6 months. 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. |
| | 3.1. | The parties agree that Party B will have the right to assign 20 individual staff members for IE21 Interactive English training during the 6 months’ license period. The accounts are individualized and each account is assigned to only one individual staff member. |
| | 4.1. | Party B confirms to buy the license of using IE21 Interactive English corporate course package specified in this agreement at a price of USD1,000 (RMB8,270) for a 6 months’ license. |
| | 4.2. | Party B confirms the cost of 1 English classes of 40 hours for the price of USD2,000 (RMB 16,540) for ten staff members. |
| | 4.3. | Party B confirms to pay USD 3,000 (RMB 24,810) within 14 days after the contract is signed. |
| | 4.4. | Payment is expected by bank transfer in US dollars or RMB. |
| 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 IE21 Interactive 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 IE21 Interactive 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 IE21 Interactive 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, during office hours Monday to Friday 9.00 am-5.30 pm. Tutor support will also be provided by e-mail and BBS and feedback will be given within 24 hours. |
| | 1.6. | Party A shall provide Party B with an orientation class on how to use the IE21 Interactive English program if requested by Party B. The seminar will take place in the office of Moeller Electric (Shanghai) Co., Ltd. and is offered to a maximum of 20 staff members. |
| | 1.7. | Party A shall provide totally 40 hours face-to-face training of business English matters to 10 staff members, 4 hours a week. |
| 2. | Rights and Obligations of Party B |
| | 2.1. | Party B shall pay the license fee and correlating support fees for using IE21 Interactive English corporate program course package for up to 20 unique staff members during 6 months. |
| | 2.2. | Party B shall pay the classroom training fee of 40 hours for one class of 10 staff members. |
| | 2.3. | Party B can only use IE21 Interactive English course package as training material for its staff members. Accounts are unique for a period of 6 months. Party B can not use the course package for any other purposes than training their staff members. |
| | 2.4. | Party B can not copy or transfer the IE21 Interactive 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 IE21 Interactive English course in China. |
| | 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 |
| | 1.1. | 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. |
| | Any of the following situations will be considered to be default. |
| | 2.1. | Party B’s inability to pay for the license fee or support fees before due date. |
| | 2.2. | Party A’s failure to provide Party B with the IE21 Interactive English course package specified in this agreement. In this case, a refund will be made to Party B. |
| | 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. |
| | 3.1. | Any disputes as to this agreement should be solved through negotiation in China. The 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. |
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.
Party A: Shanghai Broadband Network Inc.
Address: Suite 1212, Tomson Commercial Building, 710 Dongfang Road, Shanghai
Represented by Royce Gao
Title: Marketing and sales manager
Signature: ________________________________________________________
Date:____________________________________________________________
Party B: Moeller Electric (Shanghai) Co., Ltd.
Address: Floor 11/F, No. 618, Yan An Rd. (E), Shanghai 200001, PRC.
Represented by ________________________ (print name)
Title________________________________________________________(print title)
Signature: ________________________________________________________
Date:____________________________________________________________