Securities Information Database Service Contract - China Finance Online (Beijing) Co. Ltd. and Shanghai Wind Information Co. Ltd.
[SHANGHAI WIND LOGO]
SECURITIES INFORMATION DATABASE
SERVICE CONTRACT
Party A: China Finance Online (Beijing) Co., Ltd. (hereinafter referred to as
"Party A")
Party B: Shanghai Wind Information Co., Ltd. (hereinafter referred to as "Party
B")
Contract No.:_______________
Signature Place:____________
Signature Date:_____________
<PAGE>
To protect the legal rights and interests of both Party A and Party B, both
Parties hereby enter into this Contract in accordance with the Contract Law of
the People's Republic of China and other relevant laws and regulations and on
the basis of equality and free will.
CLAUSE I. CONTENT AND FORMS OF SERVICES PROVIDED BY PARTY B TO PARTY A
1. Upon signing this Contract, Party A shall have the right to use the
WIND raw-data database (see Appendix I for details).
2. Party B shall install the WIND raw-data database for Party A and
provide Party A with information about the database structure and
relevant support documents.
3. Starting from the date when Party B authorizes Party A to use the
database, the database shall be upgraded according to the data
upgrading processes determined by the technical departments of both
Parties. If Party B fails to upgrade the database due to power
failure, equipment breakdown or other force majeure, Party B shall
re-transmit the data on the next day. If Party B fails to re-transmit
on the next day, Party B shall extend the services free of charge for
another month every time when such an incidence occurs.
4. Party B warrants to timely update Party A on any innovation on the
database and any new application of the database so that Party A will
have a compressive understanding of the latest development of Party
B's database.
CLAUSE II. WORKING CONDITIONS PROVIDED BY PARTY B AND ISSUES OF COORDINATION
1. Party A shall designate an employee to use the WIND raw-data database
so as to maintain a relatively stable technical contact. Meanwhile,
Party B shall designate an employee to maintain technical contact with
Party A. If the designated employees are changed, both Parties shall
timely notify their counterparties.
Party A Party B
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Name: Hu Zhicheng Zhang Jie
-------------------- ------------------------------------------------- -------------------------------------------
Phone: 010-66210631; 66210639 x 111 010-63438508
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CLAUSE III. SERVICE FEES AND PAYMENT METHOD
1. The initial installation fee for historical data on the WIND raw-data
database is [***************](FN 1); the annual service fee is
[******************](FN 1) and the term of this Contract is
[******************](FN 1). The total amount of service fees is
[******************](FN 1).
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(1) Confidential treatment requested pursuant to Securities and Exchange
Commission Rule 406, 17 CFR ss. 230.406, and the Securities and Exchange
Commission's rules and regulations promulgated under the Freedom of
Information Act, with particular emphasis on 17 CFR ss. 200.80(b)(4)
(2000).
REV. 2002 P2, 9 pages in total
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2. Both Parties agree to make payments in the following methods:
A: Within one week after signing of this Contract, Party A shall pay
Party B [******************](FN 1), and Party B shall send the invoice to
Party A via express delivery.
B: After the database provided by Party B to Party A has been in
normal operation for six months, Party A shall pay Party B
[******************](FN 1) and Party B shall send the invoice to Party A
via express delivery.
C: Both Parties agree that the service fee shall be paid
[******************](FN 1).
3. Party B shall install and test the database for Party A within 24 hours
upon receipt of the down payment.
4. The service term is from [******************](FN 1) to September 30, 2005.
The data transmission shall be based on free will of both Parties. Within
10 days after the expiration of this Contract, Party B shall notify Party
A and Party A shall decide whether it needs to continue the data
transmission within 10 days upon receipt of the notice. If Party A wishes
to continue the data transmission, this Contract shall be extended for
[******************](FN 1).
CLAUSE IV. REPRESENTATIONS AND WARRANTIES
1. Pursuant to the announcements and requirements of the China Securities
Regulatory Commission (CSRC), Party B declares that all "information
on analyzing and predicting market trend of the stock and future
markets and individual stocks or future varieties, as well as
articles, comments and reports that provide concrete investment
advice" shall come from licensed professionals.
2. All information and data provided by Party B to Party A may be used
only as reference, and Party B shall not be liable to Party A or Party
A's customers for such information or data.
3. Party B warrants the legality of the database content it provides and
warrants that the database does not contain any illegal or unlawful
content that violates the basic principles of the Constitution,
discloses any national secrets, harms the reputation or interests of
the state, or disrupts social orders or social stability; and Party B
shall be liable for any resultant legal dispute and negative
consequence. Party B shall not be liable for any legal dispute or
negative consequence arising out of malicious alteration of
information due to hacker attacks on Party A or Party B's network
system.
CLAUSE V. LIABILITIES FOR BREACH OF CONTRACT
1. Except where specifically provided in this Contract, either Party that
breaches this Contract shall be liable for the breach under the Contract
Law of the People's Republic of China and other relevant laws and
regulations.
2. Party A shall document each of its requirements on the database in the
Appendix to this Contract. If no such appendix exists, then Party B's
internal requirements for the database shall be deemed the standards. As
Party A may need to make modifications when using the database, Party B
REV. 2002 P3, 9 pages in total
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warrants that it shall provide additional free service for up to a total of
one week's work by one person, beyond which, Party B is entitled to charge
extra fees therefor. Party A shall not terminate this Contract unilaterally
because of changes to its own requirements.
3. The database provided by Party B contains source codes. Party A has the
right to use and process the source codes for the website www.jrj.com.cn,
but Party A shall not use them for other purposes or transfer them to third
parties without Party B's consent. Otherwise, Party A shall be legally
liable and shall pay Party B liquidated damages not less than the total
amount of service fees set forth herein.
4. If Party B fails to provide Party A with the services prescribed in
Appendix I of this Contract due to change of business model or other
changes, Party B shall notify Party A six months in advance so that Party A
can make proper arrangement of its businesses in advance. Meanwhile, this
Contract shall be terminated and Party A shall not pay the remainder of the
fees.
CLAUSE VI. DISPUTE RESOLUTION
Any disputes arising out of the performance of this Contract shall be
resolved through consultation between the Parties. If the consultation fails to
resolve the dispute, the dispute shall be resolved through relevant legal
procedures.
CLAUSE VII. SUPPLEMENTARY PROVISIONS
Party A requires Party B to install relevant databases and upgraded
programs by August 20th. Meanwhile, Party A shall begin testing and developing
applications on the database. Party A shall officially start using the services
provided by Party B on October 1.
CLAUSE VIII. MISCELLANEOUS
This Contract has two counterparts, one for Party A and one for Party B.
The counterparts shall become effective after both Parties affix the seals of
legal persons and legal representatives.
REV. 2002 P4, 9 pages in total
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PARTY A: China Finance Online (Beijing) Co. Limited
REPRESENTATIVE: /s/ Linghai Ma
ADDRESS: Suite 610B, Peace Mansion
28 Jinrong Avenue, Xicheng District
Beijing
POSTAL CODE: 100032
TELEPHONE: 010-66210631 / 66210639
FAX: 010-66210640
BANK:
ACCOUNT NUMBER:
PARTY B: Shanghai Wind Information Co., Ltd. [/s/ COMPANY SEAL]
REPRESENTATIVE: /s/ Jie Yu
ADDRESS: Floor 8, Suite A, Jinhui Tower
379 Pudong Road South
Shanghai
POSTAL CODE: 200120
TELEPHONE: 021-68869070 / 68869080
FAX: 021-68869099
BANK: Pudong Branch of ICBC
ACCOUNT NUMBER: 1001181309006908690
REV. 2002 P5, 9 pages in total