Joint Development Agreement of City-Wide-Area High Speed Broadband and Data Transmission Services Networks of China - Big Sky Network Canada Ltd. and Jitong Network Communications Co. Ltd.
JOINT DEVELOPMENT AGREEMENT OF CITY-WIDE-AREA HIGH SPEED
BROADBAND AND DATA TRANSMISSION SERVICES NETWORKS OF CHINA
BETWEEN BIG SKY NETWORK CANADA LTD. AND JITONG NETWORK
COMMUNICATIONS CO. LTD.
This Agreement is made and entered into this 15th day of September 2000, by and
between Big Sky Network Canada Ltd (the "Party A") and Jitong Network
Communications Co., Ltd. (the "Party B").
Parry A' s Registered Address is: 2080, 440 2nd Avenue, SW, Calgary,
Alberta, Canada
Party B' s Registered Address is: East Wing 9th floor, Capital times square,
NO.88
West Changan Ave., Beijing P. R. China.
WHEREAS:
Party A is a corporation duly registered under the laws of British
Virgin Island and its headquarter is located at Calgary, Canada. Party
A' s main businesses are to invest is the broadband network
infrastructure, to develop and to construct broadband networks. Party A
intends to co-operate with the cities of China and to invest and
develop City-Wide-Area high speed broadband networks, in order to
deliver multifunctional data transmission services over the broadband
to cable subscribers.
Parry B is a corporation duly registered under the laws of the People'
s Republic China. The main business of Parry B is a communication
service provider, the purpose of establishing information
infrastructure and developing new services. Party B provide internet
access to Party A and provide the transmission bandwidth .
In November 1999, Party A and Pasty B had signed "The Memorandum of
Understanding Concerning the Joint Development of City-Wide-Area High
Speed Broadband and Data Transmission Services Networks of China".
Based on the principle of mutual benefit and the spirit of friendship
and cooperation, after a full discussion, the Parties agree that to
develop digital data transmission has solid foundation for co-operation
and enormous market potential. The Parties fully agree to continue the
co-operation between the Parties, and, therefore, the Parties further
agree as follows:
GENERAL PRINCIPLE
1. Jointly develop digital data transmission services, based on the
nation-wide City-Wide-Area integrated high-speed broadband networks
(the "Data-Over-HFC System") invested by Party A.
2. The Data-Over-HFC Systems are built by Contractual or Capital Joint
Venture Companies that invested and controlled by Party A.
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3. All customers/subscribers connected to the Data-Over-HTC Systems are
the registered users of Contractual or Capital Joint Venture Companies.
4. The agreement (the "Service Agreement") should be signed between Party
B and the Contractual or Capital Joint Venture Companies that invested
and controlled by Party A.
5. Party B has valid permit issued by the governmental authority of Infor-
mation Industry to legally operate aforementioned business.
THE RESPONSIBILITY OF EACH PARTY
1. PARTY A
(1) To ensure and guarantee Party B as the nationwide Provider of
Internet Access Service to the Contractual or Capital Joint Venture
Companies.
(2) To coordinate with the JV Companies, in order to achieve the goals
of this Agreement.
(3) To ensure Contractual or Capital Joint Venture Companies trans-
fer the service fee to the bank account designated by Party B.
2. PARTY B
(1) To instruct and ensure that the branches of Party B to provide
standard Internet access to the JV Companies that selected by Patty
A.
(2) To guarantee that the JV Companies be provided with the
sufficient transmission bandwidth agreed by both Parties.
(3) To provide technical support to the connections in accordance
with the network design of the JV Companies.
(4) To coordinate Party B' s branches as well as its agents and to
ensure the technical support be provided to the JV Companies.
THE MUTUAL RESPONSIBILITIES OF THE PARTIES
1. Under the permit of the of the industrial policies of the Government,
both parties shall jointly discuss the possibilities of developing
other Value-added Services.
2. To maximize the benefits for both Parties.
LIABILITIES
The patties shall observe this Agreement, if any one is in breach
of this Agreement, the other party shall have rights to terminate this
Agreement. The default party should be responsible for the compensation
to the party affected by the default from the default party.
THE DECLARATION
Party A and Party B declare that this Agreement will be dominated by
the laws of the People' s Republic of China. This Agreement does not
cause the Parties to violate the laws and regulations of the People's
Republic of China and/or other territories outside the people' s
Republic of China.
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GENERAL
1. CONFIDENTIALITY
This Agreement is strictly confidential to both parties. Neither
Parry shall disclose the contents of this Agreement to any person
or a third party without prior written consent of the other Party.
2. PARTY A' S PROMISE
Party A (including Party A' s company, network and agents) promises
that without the consent in writing by Party B, Party A shall not carry
out any commercial promotion activities in any form.
3. TERM OF THIS AGREEMENT
The term of this Agreement is three (3) years from the date of signing
of this Agreement. This Agreement should be extended automatically
for another three (3) years, unless one party informs the other party
to terminate this agreement in writing three (3) months prior to
the expiration date of this agreement.
4. LANGUAGE
This Agreement shall be written in English and the Chinese languages.
The inquiry of this Agreement should be decided with the Chinese
languages. Every set of this Agreement shall hold two (2) copies in
each language.
ARBITRATION
All disputes or divergences in connection with this contract or the
execution thereof shall be settled through friendly negotiation. Should no
settlement be reached through negotiation, the disputes or divergences
shall be submitted to the Foreign Economic and Trade Arbitration Commission
of the China Council,in accordance with its then current arbitration rules.
The arbitral award shall be final and binding upon both parties. The place
of arbitration is in Beijing.
Party A Party B
Big Sky Network Canada LTD. Jitong Network Communications
Co., LTD.
Authorized Representative: Authorized Representative:
/s/ DAMING YANG /s/ NING XIANFU
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Daming Yang Ning Xianfu
Title: President Title: Deputy General Manager
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