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Sample Business Contracts

Content Agreement - Shanghai Linktone Consulting Co. Ltd., Shanghai Weilan Computer Co. Ltd. and Mitsubishi Corp.

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                                    AGREEMENT

This Agreement, made and entered into this day of 15th November, 2001 by and
between:

SHANGHAI LINKTONE CONSULTING CO., LTD., a company organized and existing under
the laws of Peoples Republic of China ("PRC") and having its principal place of
business at 6F, 18 Xi Zang Zhong Road, Shanghai 20001, PRC, and

SHANGHAI WEILAN COMPUTER CO., LTD., a company organized and existing under the
laws of PRC and having its principal place of address at 6F, 18 Xi Zang Zhong
Road, Shanghai 200001, PRC (both companies stated being joint and severally
liable hereunder and hereinafter called "LINKTONE"),

and

MITSUBISHI CORPORATION, a corporation organized and existing under the laws of
Japan and having its principal place of business at 6-3, Marunouchi 2-chome,
Chiyoda-ku, Tokyo, Japan (hereinafter called "MC")

                                   WITNESSETH:

WHEREAS, Linktone desires to procure the Contents, as hereinafter defined, from
the Providers, as hereinafter defined, in Japan during the effective period of
this Agreement and for the said purpose desires to engage the service of MC in
connection with the said procurement of the Contents, and

WHEREAS, MC is willing to render services necessary for the procurement of the
Contents with the common understanding that MC may, for the purpose of this
Agreement, appoint its subsidiary, under the terms and condition hereinafter set
forth.

NOW, THEREFORE, it is agreed between the parties hereto as follows:

1.       APPOINTMENT

1.1      Linktone, upon terms and conditions herein set forth, hereby appoints
         MC as its exclusive representative to procure Japanese contents
         suitable for the wireless information providing services (the
         "CONTENTS") which are created and supplied by companies in Japan (the
         "PROVIDERS") and MC accepts the appointment with the common
         understanding that MC may, for the purpose of this Agreement, appoint
         its subsidiary.

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1.2      MC shall use its commercially reasonable efforts to introduce Contents
         to Linktone which, at MC's discretion, are thought to be valuable for
         the wireless information providing services in PRC.

1.3      MC shall negotiate with the Providers on terms and conditions of the
         procurement, license and /or the use of the Contents for and on behalf
         of Linktone in accordance with instruction from Linktone.

2.       INSTRUCTIONS OF LINKTONE

2.1      MC shall conform with the instructions given, from time to time, by
         Linktone to MC in selecting the Providers and the terms and conditions
         of the procurement, license and/or the use of the Contents.

3.       PROCUREMENT CONTRACT

3.1      All the agreements with respect to the procurement, license and/or the
         use of the Contents shall be signed and executed between Linktone and
         the Providers. For the avoidance of doubt, MC shall not in any way
         liable or responsible for any obligation and/or liability under any
         agreements between Linktone and the Providers.

3.2      MC shall, in negotiating the terms and conditions of the agreement to
         be executed between the Providers and Linktone, inform by itself to
         Providers that any terms and conditions of the agreement for the
         procurement, license and/or the use of the Contents shall be subject to
         acceptance of Linktone.

4.       EXPENSES

4.1      All Expenses and disbursements incurred by MC in its performance of
         this Agreement shall be borne by MC.

5.       COMMISSION

5.1      Linktone shall pay MC a commission in U.S. dollar currency at the rate
         of five percent (5 %) of all Gross Revenue, as defined in section 5.3
         below, for the period of three (3) years from the commencement of
         service of the Contents in PRC market.

5.2      Such commission shall be calculated each month and shall be payable to
         MC within 60 days from the last day of each month in which the service
         of the Contents is rendered by telegraphic transfer to the bank account
         designated by MC.

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5.3      Gross Revenue shall mean total sales amount of the service of the
         Contents after excluding business tax (5%), network usage fee and
         billing service commission charged by the operators, which shall
         include (a) sales by Linktone itself, (b) sales by the third party
         which Linktone gives license to, and (c) sales price of the Contents
         sold to the third party by Linktone. On behalf of MC, Linktone shall
         pay business tax (5%) and income tax (according to the sheet issued by
         Chinese tax authority), which are contained in five percent (5%) of all
         Gross Revenue incurred by MC, before paying such commission to MC. At
         the request of MC, Linktone shall provide the invoice and other
         financial evidence to MC for the refund of the income tax.

5.4      Linktone agrees not to sublicense or sell the Contents to any third
         party without prior written consent by MC.

6.       NO LIABILITIES

6.1      During the effective period as defined in section 7.1 below, in no
         event shall MC be liable to Linktone for any claims including claims
         from any third parties, arising out of or in connection with the
         agreement between Linktone and Providers, and Linktone and third party,
         whether in contract or tort, and Linktone shall indemnify and hold MC
         harmless against and from any damages, losses and expenses (including a
         reasonable attorney's fee) incurred by MC in connection with such
         claims.

7.       EFFECTIVE PERIOD

7.1      This Agreement shall be effective for a period of one (1) year
         commencing on the date hereof and shall thereafter be automatically
         extended for successive one (1) year renewal terms, unless either party
         gives the other a notice of termination in writing at least one (1)
         month prior to the expiration of the original terms or any such
         extension terms of this Agreement.

8.       NON-ASSIGNABILITY

8.1      This Agreement, or any right or obligation hereunder, shall not be
         assigned by either party without the prior written consent of the other
         party.

9.       WAIVER

9.1      The failure of either party to enforce at any time or for any period of
         time any of the provisions of this Agreement shall not be construed as
         a waiver of such provision or the right of the party thereafter to
         enforce each and every such provision.

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10.      GOVERNING LAW

10.1     All questions arising out of or under this Agreement shall be governed
         by and construed in accordance with the laws of Hong Kong.

11.      ENTIRE AGREEMENT

11.1     This Agreement is intended by the parties as the final expression and
         the complete and exclusive statement of the terms of the agreement
         between the parties with respect to the solicitation of orders for the
         Products and supersedes any other prior or contemporaneous written or
         oral agreement or understanding that the parties may have had.

12.      MODIFICATION OF AGREEMENT

12.1     No modification of this Agreement shall be binding on Linktone or MC
         unless made in writing and signed on behalf of the party against whom
         the enforcement of such modification is sought.

13.      ARBITRATION

13.1     All disputes, differences or questions between the parties with respect
         to any matter arising out of or relating to this Agreement shall first
         be handled by the parties through amicable discussions. Provided that
         such discussions are not successful, either party may submit the said
         dispute, difference or question to the arbitration commission in Hong
         Kong, which shall be conducted in accordance with the commission's
         arbitration rules in effect at the time of applying for arbitration.
         The arbitration tribunal shall consist of three (3) arbitrators
         appointed in accordance with the said rules and the proceedings shall
         take place in Hong Kong and be conducted in the English language.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.

SHANGHAI LINKTONE CONSULTING CO., LTD.        SHANGHAI WEILAN COMPUTER CO., LTD.

By: /s/ Nick Zhang                            By: /s/ Nick Zhang
   -----------------------------------           -------------------------------
Name:                                         Name:
Title:                                        Title:

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MITSUBISHI CORPORATION

By: /s/ Hajime Kimura
   ----------------------------
Name:  Hajime Kimura
Title: Division COO
       ECommerce Division

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