Project Cooperation Framework Agreement - Shanghai Everease Communication Co. and Beijing Suodi Advertisement Co. Ltd.
PROJECT COOPERATION FRAMEWORK AGREEMENT
PARTY A: SHANGHAI EVEREASE COMMUNICATION COMPANY
Legal Representative: Jason Nanchun Jiang
Address: Floor 28-30, Zhaofeng World Trade Mansion, No.369,
Jiangsu Road, Shanghai
Telephone: 021-32124665/6117
PARTY B: BEIJING SUODI ADVERTISEMENT CO., LTD.
Legal Representative: Zhao Xin
Address: Room 303, 303A, Dabei Office Building, No. 1, Jianwainanlang
Garden, Chaoyang District, Beijing
Telephone: 010-65685511-3303
WHEREAS: Party A is a general purpose advertisement company of limited
liabilities duly incorporated and validly existing under the laws of China,
which intends to entrust Party B to exploit Beijing area, as to exploit,
construct the LCD TV projects as the media for advertisement in advanced
business buildings and general purpose shopping stores in Beijing area, to
engage in the business of sales of LCD TV advertisements and in the operations
and equipment daily maintenance thereof. As an advertisement company in Beijing
area, Party B is willing to accept Party A's entrustment to render actively
services to Party A for its exploitation and construction of the LCD TV
projects, operational maintenance thereof, and sales of LCD TV advertisements.
For the purpose of utilizing each other's advantages and generating desirable
social interests and economic benefits, and after friendly consultation, both
Parties hereby enter into this Agreement as follows.
CHAPTER 1 DEFINITIONS, REPRESENTATIONS AND WARRANTS IN RELATION HEREOF
1. Unless to be otherwise interpreted in the context hereof, or to be
construed otherwise according hereto for explicit meaning, the following
terms in this Agreement shall be interpreted to have the following
meanings:
"COOPERATION PROJECT" shall mean the cooperation between the Parties
hereof on the basis of the framework and terms agreed herein in respect of
Party A's exploitation, construction and promotion of LCD TV advertisement
media in Beijing area, with such cooperation to be reflected in the
following three parts:
1. Exploitation and construction of LCD TV projects in the form of
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advertisement media in fifty-five (55) advanced business buildings
and general purpose shopping stores (of which there are five (5)
advanced shopping malls) in Beijing area;
2. Party B's assistance in the sale of LCD TV advertisements;
3. Daily maintenance and operational maintenance of the LCD TV
projects under exploitation.
"COOPERATION METHOD" shall mean the followings:
1. Entrusted exploitation and construction
* Party A shall the sole owner of the LCD TV advertisement media, and
Party A shall authorize Party B to be the exclusive cooperation
partner in Beijing area, and entrust Party B to construct LCD TV
advertisement media in advanced business buildings and general
purpose shopping stores in Beijing area.
* Party A shall entrust Party B to enter, in the name of the company
designated by Party A, into front lease contracts, or similar
agreements in such a nature of front lease, with the
developers/property management companies of advanced business
buildings and general purpose shopping stores in Beijing area, for
the arrangement of LCD TV advertisement media therein; the term of
such front lease contracts shall be three (3) or five (5) years; in
case that some advanced business buildings have their internal
rules to limit the term of any external cooperation to one (1) year
for the purpose of contract conclusion, or the contractual term is
less than five (5) years, Party B shall be obliged to renew, as the
sole authorized cooperation partner, such contracts with the
building owners at Party A's request.
* During the cooperation period, Party A shall pay Party B the
service fees on an annual basis according to this Agreement.
* Party A shall be responsible for the costs of equipment necessary
for the LCD TV advertisement media, pay the annual rents for front
lease in relation to the buildings, pay Party B the annual service
fees, and engineering cost for the installation of LCD TV
advertisement media.
* Party B shall be responsible for the costs and expenses incurred
during the exploitation and maintenance period (such as
entertainment fees, traffic fees, personnel fees, etc.).
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2. Sales of LCD TV advertisements in Beijing area
* Party B shall be responsible for assistance to Party A for sales of
LCD TV advertisements.
3. Maintenance
Maintenance shall be carried out in the following aspects:
1. Supervisions, examinations and repairs for the daily operation of
equipment.
2. Regular reports submitted to Party A on equipment supervisions and
maintenance.
3. Relationship maintenance with building owners under concluded
agreements.
4. Supervision on advertisements and report on their broadcasting
(including provision to each paid client a photo of satisfactory
quality of the of LCD TV advertisements in each building during a
complete advertisement broadcasting period).
2. References in this Agreement to any laws, regulations and governmental
rules shall include reference to the amendments, supplements and
reformulations of such laws, regulations and governmental rules.
3. The titles of the Chapters contained herein shall be for reference only,
and in no circumstances shall such titles affect the interpretation of the
provisions hereof.
4. For the purpose hereof, the Parties hereby undertake and guarantee to each
other as follows:
1. it is a corporate legal person duly established and validly existing
under the PRC laws;
2. it has already adopted all necessary Board resolutions or taken
other corporate actions required by its Articles of Association or
internal management rules;
3. it has already approved to execute this Agreement and all other
agreements and contracts to be entered into by it in relation
hereto;
4. it has already authorized its representatives to sign this Agreement
and all other agreements and contracts to be entered into by it in
relation hereto, and such signature shall be binding on it;
5. it agrees to comply with and perform the provisions of this
Agreement and
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those under the other relevant agreements and contracts;
6. its execution and performance of this Agreement and all other
relevant agreements and contracts in relation hereto will not
violate its Articles of Association or internal management rules, or
other agreements entered into by it, or other statutory or
contractual obligations assumed by it, nor will it violate any laws,
regulations or governmental rules currently applicable to this
Agreement and other relevant documents;
7. as the sole owner of the right to the LCD TV advertisement media,
Party A owns such right without any flaw in terms of ownership
thereof, and guarantees that, upon execution hereof, the performance
of Cooperation Project hereunder by it will not be affected for any
reasons attributable to Party A or any third party in relation to
Party A;
8. in case that Party A is to transfer the LCD TV advertisement
projects before the expiration of the term agreed herein, Party A
shall guarantee that the transferee will enter into a new contract
with Party B in accordance with all the terms of this Agreement; in
case that the transferee refuses to enter into such a contract with
Party B, Party A shall pay Party B all the service fees payable for
the period until the original expiration date of the cooperation
period agreed herein (with the service fees to be determined
according to Article 17 hereof), and then this Agreement shall be
terminated.
CHAPTER 2 CONTENT, TERM AND DEPOSIT OF THE COOPERATION PROJECT
5. Party A and Party B mutually agree that the Cooperation Project shall
include three parts as (1) entrustment for exploitation and construction
of LCD TV advertisement media in Beijing area; (2) assistance to Party A
for sales of LCD TV advertisements; and (3) daily operational maintenance.
6. Cooperation Period
1. The cooperation period between the Parties shall be: from February
15, 2003 to the expiration date of the five-year lease concluded of
the last building in the fifty-five (55) buildings set out in
appendix hereto.
2. Party A requires that the front lease to be entered into between
Party B and the owners of advanced business buildings and general
purpose shopping stores in Beijing area should be a term at least
three (3) or five (5) years. Under special circumstances, buildings
concluded of front lease for a term of one (1) year shall not exceed
in total twenty percent (20%) of the fifty-five (55) buildings set
out in the appendix hereto.
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3. Party A and Party B agree that in case that some advanced business
buildings have their internal rules to limit the term of any
external cooperation to one (1) year or less than five (5) years,
for the purpose of contract conclusion, Party B shall be obliged to
renew, as the sole authorized cooperation partner, such contracts
with the building owners at Party A's request. Party A shall allow a
rise of lease rent within and up to ten percent (10%) for half of
the buildings of renewal cases. Buildings failing to be renewed for
front lease shall be controlled within ten percent (10%) of the
total buildings, of which the key buildings failing to be renewed
for front lease shall be controlled at two (2) buildings or within
ten percent (10%) of the total key buildings (where the number of
key buildings is above twenty (20) (inclusive), the number of key
buildings failing to be renewed for front lease could be controlled
within three (3) buildings), and Party B shall use the standby
buildings agreed in the appendix or acceptable to Party A as
substitutes.
7. During the cooperation period, Party B shall be the sole cooperation
partner of Party A in Beijing area to carry on the Cooperation Project
hereunder, and both Parties hereby undertake that they will not, during
the cooperation period, engage in whatever form directly or indirectly in
the exploitation and cooperation of projects similar to this Project. Upon
expiration of the cooperation period between the Parties, Party B shall
still be able to renew contracts, in the name of Party A or the company
designated by Party A, with the owners of advanced business buildings and
general purpose shopping stores, at Party A's request; if there is no
dispute between the Parties in respect of their cooperation, this
Agreement may be renewed.
8. Within three (3) days of the execution hereof, Party A shall pay Party B a
deposit of Renminbi one hundred thousand (RMB100,000), which shall be used
to set off the payment of the first installment of service fees by Party A
to Party B. The said deposit shall include the construction deposit to be
paid to the property management company prior to the commencement of
construction work.
CHAPTER 3 ENTRUSTMENT FOR EXPLOITATION
9. Entrustment for exploitation refers to designation by Party A of Party B
as the sole cooperation partner in Beijing area, as to entrust Party B to
construct LCD TV advertisement media in advanced business buildings and
general purpose shopping stores in Beijing area; as the sole owner of the
right to such LCD TV projects, Party A acknowledges that Party B may
enter, in the name of the company designated by Party A, into front lease
contracts with the developers (owners) or property management companies of
advanced business buildings and general purpose shopping stores in Beijing
area for the construction of LCD TV advertisement media in such buildings.
At the same time, Party B shall assist Party A to secure the approval by
relevant Beijing governmental authority for the project.
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Party B shall organize special teams to carry on the exploitation and
construction, with the relevant costs and expenses incurred during the
exploitation and construction period (such as entertainment fees, traffic
fees, personnel fees, etc.) to be borne by Party B.
10. The target number of advanced business buildings and general purpose
shopping stores in Beijing area available for the installation of LCD TV
advertisement media is, as required by Party A on Party B, fifty-five (55)
(of which five (5) shall be advanced shopping malls). Where agreements are
not to be concluded due to reasons attributable to the owner or manager of
the buildings, Party A agrees that Party B may use the standby buildings
of same grade as substitutes in the planning process of exploitation and
construction; such substitutes for key target buildings shall not exceed
five (5), substitutes for non-key target buildings shall not exceed ten
(10) and substitutes for shopping stores shall not exceed five (5)
respectively in number.
11. The Parties agree that the exploitation period for the fifty-five (55)
target buildings shall begin from February 15, 2003 to and end on July 31,
2003; the period for installation and commissioning work shall begin from
August 1, 2003 to and end on August 31, 2003; Party B shall guarantee the
execution of front lease contracts in ten (10) key target buildings, which
shall serve as the conditions precedent of cooperation for Party A's
entrustment to Party B on issues of exploitation and construction.
Party B agrees to Party A's above requirement, and during the cooperation
period, Party B will further exploit, after completion of its exploitation
of the fifty-five (55) buildings, additional five (5) buildings each year
that may have LCD TV advertisement media and meet with Party A's
requirements; the front lease rents and engineering installation costs of
such buildings shall be borne by Party A; Party A shall no longer pay
Party B additional fees for exploitation entrustment, and Party B shall be
responsible for the maintenance of such new buildings and the relevant
maintenance costs thereof.
12. The Parties shall perform Article 8 hereof on the date of the execution of
this Agreement; at the same time, Party B shall submit:
1. a list of fifteen (15) key target buildings; a list of five (5)
standby/substitutable buildings of the same grade;
2. a list of thirty-five (35) non-key target buildings; a list of ten
(10) standby/substitutable buildings of the same grade;
3. a list of five (5) shopping stores; a list of five (5)
standby/substitutable stores
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of the same grade;
4. the lists set out in paragraphs 1, 2, and 3 above shall be confirmed
by Party A in writing with signature and affixation of corporate
seal, to serve as appendixes 1, 2 and 3 hereto respectively for the
purpose of compliance;
5. once confirmed by Party A, the above lists shall serve as the scope
of exploitation by Party B under the entrustment hereof.
13. Party A shall ship all LCD TV sets to be installed in those buildings to
Beijing before July 1, 2003. In case that Party B finds any LCD TV sets
out of order or damaged during its installation and commissioning, it
shall notify Party A promptly thereof for replacement, and Party A shall
complete such replacement within three (3) working days of its receipt of
Party B's written notice, with the freight fees to be borne by Party A. In
case that Party A delays in the supply or replacement, the period agreed
in Article 11 hereof shall be extended accordingly.
14. Party A shall pay, within three (3) working days of the completion of
installation and commissioning, the installation fees according to the
settlement statement issued by Party B. Material costs, workman costs and
relevant fees charged by property management company (e.g. management fees
such as for workman to enter the site, fees for [cables contingent to
occur] and restoration fees for dismantled TV sets) shall be settled
according to the actual amount incurred.
15. Contract conclusion and payment of building front lease rents
1. After Party A executes front lease contracts or similar agreements
with building owner (such building are successfully exploited by
Party B under the entrustment) for the installation of LCD TV
advertisement media, such concluded contracts shall be implemented
by Party A, including such issues of payment of rent, the fees for
engineering/decoration installation and commissioning of LCD TV
advertisement media, etc., with the particulars about payment of
rent (amount and payment method and time) to be implemented
according to the terms agreed in the front lease contracts concluded
between Party B and the building owners; Party A shall deliver,
within three (3) working days hereof, to Party B the version of
front lease contract, for Party B to use in its negotiation with the
building owners; Party B shall agree to any amendments to the
version of front lease contract by the building owners only after
Party A's acknowledgment;
2. the work of engineering/decoration installation and commissioning of
LCD TV advertisement media shall be carried out by Party B or by
decoration companies designated by Party B, with the costs to be
borne by Party A;
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3. in case that the building owner or manager tends to terminate lease
contract due to contingencies such as delay in payment by Party A of
the rents caused by force majeure events, Party B shall do
persuasion and positive coordination work;
4. in case that the lease contract is terminated by the building owner
or manager practically due to Party A's faults, such as delay in
payment of rents, Party A shall bear all liabilities thereto.
16. Method of payment of service fees to Party B
Party A and Party B agree that, at the completion of Party B's exploitation
according to this Agreement for contract conclusion of fifty-five (55) buildings
(of which there shall be five (5) advanced shopping stores), Party A shall pay
Party B each year a service fee according to the actual total contract price
each year entered into between Party B and the building owners (the "TOTAL
CONTRACT PRICE", which refers to the front lease fees under the contracts
entered into by Party B at Party A's entrustment and authorization), and
according to the number of years of cooperation between Party A and Party B,
with the particular amount as follows:
- where the Total Contract Price (i.e. the annual building front lease
rent) is below RMB2,200,000 (inclusive), the annual service fees for
Party B shall be RMB1,800,000;
- where the Total Contract Price (i.e. the annual building front lease
rent) is between RMB2,210,000 to RMB3,200,000 (inclusive), the
annual service fees for Party B shall be RMB1, 600,000;
- where the Total Contract Price (i.e. the annual building front lease
rent) is between RMB3,210,000 to RMB4,200,000 (inclusive), the
annual service fees for Party B shall be RMB1, 450,000;
- where the Total Contract Price (i.e. the annual building front lease
rent) is between RMB4,210,000 to RMB5,200,000 (inclusive), the
annual service fees for Party B shall be RMB1,150,000;
- where the Total Contract Price (i.e. the annual building front lease
rent) is between RMB5,210,000 to RMB6,200,000 (inclusive), the
annual service fees for Party B shall be RMB950,000;
- where the Total Contract Price (i.e. the annual building front lease
rent) is between RMB6,210,000 to RMB7,200,000 (inclusive), the
annual service fees for Party B shall be RMB650,000.
17. Method/time of payment of service fees
1. First installment: Party A shall, within five (5) working days of
execution of front lease contract or similar agreement with the
tenth key building owner (at the successful exploitation of Party B)
for the installation of LCD TV
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advertisement media, pay Party B the basic service fees in the
amount Renminbi three hundred thousand (RMB300,000) (after the
reduction therefrom with the deposit already paid);
2. Second installment: at the completion of Party B's exploitation
according to this Agreement for contract conclusion and installation
work of fifty-five (55) buildings, Party A shall, within five (5)
working days of the installation completion of the fifty-fifth
building, pay Party B the service fees set out in Article 16 (after
the reduction therefrom with the payment of first installment);
3. From the second year, Party A shall pay Party B four (4) annual
service fees, with the payment for each year's service fees to be
made in two installments: one time before the date September 31, the
other time before the date March 31 in the following year; the
amount of each payment shall be half of the total annual service fee
in the first year (the amount of service fees in the first year is
the aggregate sum of the first installment and second installment
set out respectively in Articles 17.1 and 17.2 hereof), until the
end of the cooperation period;
4. the five (5) installments of service fees for Party B refers to the
payment to Party B in each year (one installment for each year)
during the five (5) years beginning from the date on which the
installation of LCD TV sets for the last building in the fifty-five
(55) buildings is completed (for example, if on September 1, 2003
the installation of LCD TV sets for the last building in the
fifty-five (55) buildings is completed as set out in the appendix
hereof, the time for the first annual service fees shall be from
September 1, 2003 to August 31, 2004, and the second annual service
fees shall be from September 1, 2004 to August 31, 2005, the rule
follows for the succeeding years), and the agreement on the time
calculation of each year shall not affect the agreement of the time
for payment.
CHAPTER 4 MAINTENANCE
18. After installation and commissioning of the LCD TV advertisement media in
the fifty-five (55) advanced business buildings and general purpose
shopping stores, Party B shall still be responsible for the maintenance
thereof.
19. The maintenance work shall mainly cover the following aspects:
1. supervision of equipment daily operation and change of
advertisements;
2. regular submission of equipment maintenance and supervision reports
to Party A;
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3. relationship maintenance with owners of buildings under concluded
contracts;
4. supervision on advertisements and report on their broadcasting
(including provision to each paid client a photo of satisfactory
quality of the of LCD TV advertisements in each building during a
complete advertisement broadcasting period, with the photo showing
pictures of advertisements procured by such client).
20. Party B shall organize special teams to carry on the maintenance of the
LCD TV advertisement projects, as to guarantee the sales of the LCD TV
advertisements.
21. Party A and Party B agree that Party B shall pay the fees incurred under
Articles 19 and 20 from the annual service fees.
22. Party A shall be responsible for provision to Party B free of charge with
all standby LCD TV sets necessary for the maintenance and replacements,
and both Parties agree that Party B shall keep at all time thirty (30)
sets for its daily equipment examinations and prompt replacements,
provided that Party B shall return to Party A those sets replaced and no
longed to be in use, delivering the same to the place in Beijing
designated by Party A, for exchange of new sets, with such exchange
recorded in file. In case that the standby machines are less than thirty
(30) in number, Party A shall make up the deficiency within three (3) days
of receipt of notice thereof from Party B.
23. Party A shall be responsible for provision of technical training, free of
charge, to those equipment maintenance personnel employed by Party B, and
Party A shall guarantee that there will be at least two (2) training
sessions each year provided to Party B's equipment maintenance personnel,
with the particular content of such technical training to be decided by
the Parties in agreement otherwise entered into between them.
24. For any inquiry (oral or written) made by Party B's equipment maintenance
personnel concerning the equipment maintenance, Party A shall give reply
within two (2) working days of receipt of such inquires; otherwise Party B
shall not be liable to the failure to solve the equipment breakdowns or
worsening of losses caused thereby.
25. Subject to performance by Party A of its obligations under Articles 15,
16, 17, 22, 23 and 24, and unless for reasons of artificial elements not
under Party B's control and technical elements not within the knowledge of
Party B's technical personnel, Party B shall guarantee the normal
operation of the equipment.
26. Party B shall be responsible for the daily management issues in connection
with its equipment maintenance personnel.
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CHAPTER 5 SALES OF THE LCD TV ADVERTISEMENT
27. Party A shall pay, within three (3) days of Party A's conclusion of
contracts with advertisement clients recommended by Party B and payment by
such client of the first installment of monies, Party B a recommendation
fee equivalent to seven percent (7%) of the contract price concerned. If
Party A wishes Party B to maintain relationship with the direct clients,
Party A shall bear the costs incurred therefor.
CHAPTER 6 NON-COMPETITION
28. During the performance of this Agreement, unless agreed by the Parties in
writing, neither the Parties nor their affiliates under their respective
control shall engage, directly or indirectly, either by itself or together
with any other third parties, in any business in Beijing area that are
identical or competitive to the Cooperation Project hereunder. Within two
(2) years since the expiration of the cooperation period of this
Agreement, neither Party B nor its affiliates under its control shall
engage in the business of LCD TV advertisement media projects in buildings
that have lease contracts concluded hereunder.
CHAPTER 7 DISSOLUTION OF THIS AGREEMENT
29. Once this Agreement is executed, neither Party may terminate it
unilaterally; unless otherwise agreed herein, if this Agreement is to be
terminated by either Party with the consent of the other Party, the
terminating Party shall pay the other Party a liquidated damages of
Renminbi one hundred thousand (RMB100,000).
30. In case of any payment delayed by either Party, the other Party shall have
the right to terminate this Agreement unilaterally after elapse of fifteen
(15) days of such payment delay, and demand the delaying Party to
compensate for all losses arising therefrom.
CHAPTER 8 DEFAULT LIABILITIES
31. In case of any default by either Party of its representations, guarantees
or obligations hereunder, the defaulting Party shall bear the default
liabilities according to this Agreement or relevant laws; in case of any
damage caused to the non-default Party or other third parties, the default
Party shall be responsible for compensation thereof.
32. Party A shall guarantee that Party B is its sole cooperation partner in
Beijing area, and during the cooperation period, if Party B finds that
Party A has entrusted other third parties to carry on projects hereunder,
Party A shall cease its transaction with such third parties within three
(3) days of receipt of written notice from Party B,
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otherwise Party A shall pay Party B all service fees payable for the
remaining time to and by the expiration date agreed in this Agreement (the
service fees shall be determined according to Article 17), and this
Agreement shall be terminated thereafter.
CHAPTER 9 FORCE MAJEURE
33. The term "force majeure" refers to, according to the laws, any objective
circumstances that are unforeseeable, unavoidable or insurmountable by the
Parties, or though foreseeable but unavoidable, which prevent, in whole or
part, the performance of either Party of its obligation hereunder.
34. In case of force majeure event that causes either Party unable to perform,
in whole or part, its obligations hereunder, such obligations shall cease
to be performed while the force majeure event continues, with the time for
such performance to be extended automatically for an equal duration
thereof, and the Party ceasing performing such obligations shall not be
liable to any defaults.
35. The Party encountering the force majeure event shall notify the other
Party thereof promptly, presenting appropriate written documents issued by
the local relevant authority proving the details of such force majeure
event and its consequences. The Party encountering the force majeure event
shall also take all necessary measures to terminate or reduce the impact
of such force majeure event.
36. In case of force majeure event, the Parties shall consult with each other
promptly, as to seek a fair solution to it, and take all reasonable
measures to reduce the consequences of such force majeure to the minimum.
37. In case of force majeure event or its impact lasting consecutively for
more than three (3) months that prevents either Party to perform its
obligations hereunder, either Party shall have the right to demand the
termination of the relevant obligations hereunder. In case that this
Agreement is thus terminated, the Parties shall deal with the creditor's
rights and debts between them in a fair and reasonable way.
CHAPTER 10 NOTICE
38. The Parties shall send written notice to each other according to the
addresses set out below:
Party A: Shanghai Everease Communication Company
Address: Floor 28-30, Zhaofeng World Trade Mansion, No.369,
Jiangsu Road, Shanghai
Postcode: 200050
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Telephone: 021-32124665/6117
Fax No: 021-52400228
Contact: Jimmy Wei Yu
Party B: Beijing Suodi Advertisement Co., Ltd.
Legal Representative: Zhao Xin
Address: Room 303, 303A, Dabei Office Building, No. 1, Jianwainanlang
Garden, Chaoyang District, Beijing
Postcode: 100022
Telephone: 010-65685511-3303
Fax No: 010-65667323
Contact: Zhao Xin
39. In case that a Party instructs to use other address or decides to change
its address, it shall notify the other Party in writing thereof promptly;
otherwise, it shall bear any loss arising due to its delay in giving such
notice.
40. Where notice is sent by fax, it shall be deemed to have been delivered to
the recipient on the date of sending; where notice is delivered in person,
it shall be deemed to have been delivered to the recipient on the date of
its delivery; where notice is posted by mail, it shall be deemed to have
been delivered to the recipient on the fifth date of its posting.
41. Document sent by one Party to the other Party for important issues
involving claims, waivers or changes in connection with rights and
obligations hereunder shall be signed in person by the legal
representative or the authorized signatory (attached with the power of
attorney for such signing authorization) of the sending Party.
CHAPTER 11 GOVERNING LAW AND DISPUTE RESOLUTION
42. The validity, interpretation and performance of this Agreement shall be
governed by the laws, regulations and judicial interpretations of China
currently effective and amended from time to time and the effectively
implemented rules of governmental authorities.
43. Any and all disputes between the Parties arising from the performance
hereof or in connection herewith shall be solved through friendly
consultations by the Parties; failing it, such disputes shall be submitted
to Beijing Arbitration Commission for arbitration in accordance with its
arbitration rules.
44. During the period of dispute arbitration, except the issues under and
pending arbitration, the Parties shall continue to perform the remaining
provisions of this Agreement.
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CHAPTER 12 MISCELLANEOUS
45. In respect of any payment hereunder, where invoice is required according
to financial rules, the receiving Party shall issue legitimate, formal and
valid invoice therefor within three (3) working days of receipt of the
payment.
46. In case of any part or a certain provision hereof is deemed invalid,
unlawful, impractical or unenforceable, the validity, lawfulness and
enforceability of the remaining part or remaining provisions hereof shall
not be affected thereby.
47. Failure or delay to exercise any right hereunder does not constitute a
waiver of such right or remedy, nor shall it constitute a waiver of any
other rights; any single or partial exercise of the rights hereunder shall
not preclude the concerned Party from exercising such rights in any other
way and exercising the remaining part of such rights, or exercising any
other rights or taking any other remedial measures.
48. Any amendments, supplements or changes to this Agreement shall be made
after agreement by the Parties in writing and shall take effect only when
properly signed by the Parties to this Agreement.
49. Any agreements, documents, authorizations, reports, lists,
acknowledgements, undertakings and waivers formed, made, signed or
attached to or in accordance with this Agreement shall constitute an
attachment hereto and an integral part of this Agreement.
50. The Parties may, in view of the performance of cooperation between them,
consult with each other and agree otherwise on new cooperation methods
during the cooperation process.
51. This Agreement shall be prepared in the Chinese language in three (3)
original copies, with Party A and Party B each holding one (1) copy, and
the lawyer of Party B holding one (1) copy. Once signed and affixed with
corporate seals by Party A and Party B, all the copies shall be deemed to
be original copies, with the same authentic and legal force.
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PARTY A: SHANGHAI EVEREASE COMMUNICATION COMPANY (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
--------------------------------------------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative or Authorized Representative
Dated: February 14, 2003
PARTY B: BEIJING SUODI ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ Zhao Xin
----------------------------------------------------------------
Name: Zhao Xin
Position: Authorized Representative or Authorized Representative
Dated: February 14, 2003
Appendix 1: List of 15 Key Target Buildings; List of 5 Standby/Substitutable
Buildings of Same Grades;
Appendix 2: List of 35 Non-Key Target Buildings; List of 10 Standby/
Substitutable Buildings of Same Grades;
Appendix 3: List of 5 Shopping Stores; List of 5 Standby/Substitutable Shopping
Stores of Same Grades;
Appendix 4: Power of Attorney.
Project Cooperation Framework Agreement
15
<PAGE>
SUPPLEMENTARY AGREEMENT
Party A: SHANGHAI EVEREASE COMMUNICATION COMPANY
Party B: BEIJING SUODI ADVERTISEMENT CO., LTD.
Party A and Party B entered into a written agreement on February 14, 2003 in
respect of entrustment by Party A to Party B to exploit, construct and maintain
LCD TV advertisement systems for advanced business buildings in Beijing area
(the "2.14 AGREEMENT") and now, after friendly consultations, the Parties enter
into this Supplementary Agreement for issues not covered therein as follows:
1. Party A agrees to pay Party B an amount of front end developing fee for
the project of LCD TV advertisement systems for advanced business
buildings in Beijing area, which is Renminbi five hundred thousand
(RMB500,000), to be paid on the dates as follows:
Prior to April 10, 2003, RMB100,000 (already paid);
Prior to May 10, 2003, RMB200,000;
Prior to June 10, 2004, RMB200,000.
2. The above front end developing fee shall be used by Party B at its
discretion and responsibility, which shall be an integral part of the rent
for advertisement fronts in buildings under lease between Party A and
Party B on the one side and the building owner on the other side, and
shall constitute together with the rent of such lease agreement the total
contract price referred to in Article 16 of the 2.14 Agreement. Party A
shall pay Party B, on the basis of such total contract price, the service
fees accordingly pursuant to Article 16 of the 2.14 Agreement. Party A
shall not deduct the above front end developing fees from the payment by
Party A to Party B for services fees.
3. This Supplementary Agreement is executed in two (2) copies, with Party A
and Party B each keeping one (1) copy, and shall become legally effective
on signature and affixation of corporate seals by the Parties.
PARTY A: SHANGHAI EVEREASE COMMUNICATION COMPANY (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
<PAGE>
PARTY B: BEIJING SUODI ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ Zhao Xin
-------------------------------
Name: Zhao Xin
Position: Authorized Representative
This Supplementary Agreement is dated April 8, 2003.
Supplementary Agreement (1)
2
<PAGE>
SUPPLEMENTARY AGREEMENT
Party A: SHANGHAI EVEREASE COMMUNICATION COMPANY
Party B: BEIJING SUODI ADVERTISEMENT CO., LTD.
For the purpose of the current market developing, Party A and Party B hereby
enter into, in respect of the entrustment by Party A to Party B to exploit,
construct and maintain LCD TV advertisement systems for advanced business
buildings in Beijing area, and of a supplementary agreement on front end market
developing fees subsequent to an written agreement dated February 14, 2003, this
Supplementary Agreement for issues not covered therein as follows:
1. For the purpose of the current market developing, Party A agrees to pay
Party B the second installment of the front end developing fee for the
project of LCD TV advertisement systems for advanced business buildings in
Beijing area, which is Renminbi two hundred thousand (RMB200,000), to be
paid prior to the date of July 10, 2003.
2. The above front end developing fee shall be used by Party B at its
discretion and responsibility, which shall be an integral part of the rent
for advertisement fronts in buildings under lease between Party A and
Party B on the one side and the building owner on the other side, and
shall constitute together with the rent of such lease agreement the total
contract price referred to in Article 16 of the 2.14 Agreement. Party A
shall pay Party B, on the basis of such total contract price, the service
fees accordingly pursuant to Article 16 of the 2.14 Agreement. Party A
shall not deduct the above front end developing fees from the payment by
Party A to Party B for services fees.
3. This Supplementary Agreement is executed in two (2) copies, with Party A
and Party B each keeping one (1) copy, and shall become legally effective
on signature and affixation of corporate seals by the Parties.
PARTY A: SHANGHAI EVEREASE COMMUNICATION COMPANY (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
<PAGE>
PARTY B: BEIJING SUODIE ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ Zhao Xin
------------------------------------
Name: Zhao Xin
Position: Authorized Representative
This Supplementary Agreement is dated June, 2003.
Supplementary Agreement (2)
2