Domain Name Assignment Agreement - Shanghai Weilan Computer Co. Ltd. and Shanghai Linktone Consulting Co. Ltd.
DOMAIN NAME ASSIGNMENT AGREEMENT
This Domain Name Assignment Agreement (the "Agreement") is entered into as
of 27 November, 2003 between the following two parties in Beijing.
THE ASSIGNOR: Shanghai Weilan Computer Co., Ltd.
LEGAL ADDRESS: No.558, Luzhendizhi West Road, Jiading District, Shanghai
THE ASSIGNEE: Shanghai Linktone Consulting Co., Ltd.
LEGAL ADDRESS: F6, Ganglu Square , No.18, Xizang Road, Shanghai
WHEREAS, the Assignor, a company registered in Shanghai under the laws of
the People's Republic of China (the"PRC"), owns the Domain Names linktone.com.cn
(the "Domain Names").
WHEREAS, the Assignee is a wholly foreign-owned enterprise registered under
the law of PRC in Shanghai;
WHEREAS, the Assignor agrees to assign the Domain Names to the Assignee and
the Assignee agrees to accept the assignment of the Domain Names.
NOW THEREFORE, the parties agree as follows:
1. TRANSFER OF DOMAIN NAMES
the Assignor agrees to change the registered owner of the Domain Names
into the Assignee and the Assignee agrees to accept the change of the
registered owner of the Domain Names. the Assignee shall pay the
Assignor an amount of RMB1000 for the Domain Names transferred
hereunder.
2. REGISTRATION FEES
The registration for the change of the registered owner of the Domain
Names shall be undertaken by the Assignor and the Assignor shall bear
the registration fees incurred hereby.
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3. REPRESENTATIONS AND WARRANTIES
3.1 THE ASSIGNOR HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:
3.1.1 the Assignor is a company duly registered and validly existing under
the laws of the PRC.
3.1.2 the Assignor has the exclusive ownership of the Domain Names and no
rights or equity of any third party is prejudiced due to the using
of the Domain Names. There is no litigation or any other disputes
arising from or relating to the Domain Names.
3.1.3 the Assignor has full right, power, authority and capacity and all
consents and approvals of any other third party and government
necessary to execute and perform this Agreement, which shall not be
against any enforceable and effective laws or contracts.
3.1.4 once this Agreement has been duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignor
enforceable against it in accordance with its terms upon its
execution.
3.1.5 the Assignor has never licensed and will never license the Domain
Names to any third party;
3.1.6 the Assignor will not engage in any action that will be of detriment
to the validity of the Domain Names after the completion of the
assignment.
3.2 THE ASSIGNEE HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:
3.2.1 The Assignee is a company duly registered and validly existing under
the laws of the PRC.
3.2.2 The Assignee has full right, power, authority and capacity and all
consents and approvals of any other third party and governmental
necessary to execute and perform this Agreement, which shall not be
against any enforceable and effective laws or contracts.
3.2.3 once this Agreement has been duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignee
enforceable against it in accordance with its terms upon its
execution.
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4. EFFECTIVE DATE AND TERM
This Agreement has been duly executed by their authorized
representatives as of the date first set forth above and shall be
effective simultaneously.
5. SETTLEMENT OF DISPUTES
The parties shall strive to settle any dispute arising from the
interpretation or performance through friendly consultation within 30
days after one party asks for consultation. In case no settlement can
be reached through consultation, each party can submit such matter to
China International Economic and Trade Arbitration Commission (the
"CIETAC"). The arbitration shall follow the current rules of CIETAC,
and the arbitration proceedings shall be conducted in Chinese and shall
take place in Shanghai. The arbitration award shall be final and
binding upon the parties and shall be enforceable in accordance with
its terms.
6. APPLICABLE LAW
The validity, interpretation and implementation of this Agreement shall
be governed by the laws of the PRC.
7. AMENDMENT AND SUPPLEMENT
Any amendment and supplement of this Agreement shall come into force
only after a written agreement is signed by both parties. The amendment
and supplement duly executed by both parties shall be part of this
Agreement and shall have the same legal effect as this Agreement.
8. SEVERABILITY
Any provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such invalidity or unenforceability, without affecting in any
way the remaining provisions hereof in such jurisdiction or rendering
that any other provision of this Agreement
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invalid or unenforceable in any other jurisdiction.
9. APPENDICES
The Appendices referred to in this Agreement are an integral part of
this Agreement and have the same legal effect as this Agreement.
10. OTHERS
This Agreement is executed by Chinese and English in duplicate, and in
case of confliction, the Chinese version is prevail.
IN WITNESS THEREOF the parties hereto have caused this Agreement to be
duly executed on their behalf by a duly authorized representative as of the date
first set forth above.
THE ASSIGNOR : Shanghai Weilan Computer Co., Ltd.
Representative: /s/ Raymond Lei Yang
THE ASSIGNEE: Shanghai Linktone Consulting Co., Ltd.
Representative: /s/ Jun Wu
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