Copyright License and Joint Promotion Contract - Shanghai Yide Networking Co. Ltd. and Shanghai Weilan Computer Co. Ltd.
SUMMARY OF THE KEY TERMS:
COPYRIGHT LICENSE AND JOINT PROMOTION CONTRACT
WITH
SHANGHAI YIDE NETWORKING CO., LTD. ("YIDE")
AND
SHANGHAI WEILAN COMPUTER COMPANY LIMITED ("SHANGHAI WEILAN")
DATED NOVEMBER 11, 2003
1. THE LICENSE
Yide grants a sub-license to Shanghai Weilan to use the contents and
character in Shin Chan Volume 16-36 to produce handset digital
characters and short messages, and distribute such content and
characters to handset subscribers.
2. TERM
2003/11/1 ~ 2004/7/31
3. TERRITORY
PRC, excluding Hong Kong, Taiwan
4. PROFIT SHARING
To be provided in supplemental agreement separately executed as an
attachment to this agreement.
5. SUBSCRIPTION PRICE
To be provided in supplemental agreement separately executed as an
attachment to this agreement.
6. KEY TERMINATION EVENTS
(a) failure to pay the fee payable to Yide;
(b) material breach of provisions in the Contract;
(c) court coercive enforcement punishment, bankruptcy;
(d) its bank account has been frozen;
(e) suspension of business;
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(f) material damage to Yide's reputation due to activities of
Shanghai Weilan, its directors, employees or agents;
(g) revocation of the original license granted to Yide due to
reasons caused by Shanghai Weilan; and
(h) untrue wirelesss SMS transmission volume shown on Weilan's
server, which constitutes the basis for revenue settlement
between the parties; or
(i) Weilan fails to start providing the Wireless Services within
30 days after signing this agreement due to its own reasons.
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SUPPLEMENTAL AGREEMENT TO COPYRIGHT LICENSE CONTRACT (RENEWAL)
BETWEEN
SHANGHAI YIDE NETWORKING CO., LTD. ("YIDE")
AND
SHANGHAI WEILAN COMPUTER CO., LTD. ("SHANGHAI WEILAN")
TARGET USERS, TYPES, CONTENT, AND FEES
This contract is a supplemental agreement to the copyright license contract
dated September 30, 2003 ("MAIN CONTRACT") and specifies the details, types, and
fees of wireless service referred to in the Main Contract.
Target wireless service users: China Mobile Communications Corporation
("WIRELESS SERVICE PROVIDER") handset
subscribers.
Types of the wireless service: Wireless downloading service of Shin Chan
mobile phone digital images and text messages
via SMS, STK card SMS, web, WAP, and MMS. Fees
are charged for each download, or by monthly
subscription fees, or a combination of both as
approved by the Wireless Service Provider.
Content of the wireless Wireless service content available to mobile
service: phone users are: black and white images, color
images, SMS games, and multi-media SMS. Types
of content are inclusive of plain images, plain
texts, or a combination of both. Images and
text could be in black and white, single color,
or multi-color.
Fee schedule of the wireless Monthly fees for image download: minimum RMB5.
service: Monthly fees for SMS download: minimum RMB3.
Fees may vary for different content that
Shanghai Weilan provides and is subject to
approval of the Wireless Service Provider. The
fees that the Wireless Service Provider
approves should also be the fixed fee and the
basis for payment settlement among the parties
pursuant to the agreement. Such approved fee
should also be sent to Yide for its
confirmation and should be deemed the "FINAL
FEE" as described in this contract. Subscribers
to the service that Shanghai Weilan provides
pursuant to this agreement should pay the Final
Fee to the Wireless Service Provider.
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Parties hereto agree that the types of wireless service above can be used for
non-profit making purposes in order to promote the wireless service.
OBLIGATIONS OF THE PARTIES
Yide: product specification; quality control of content production; other
relevant obligations as contained in the Main Contract.
Shanghai Weilan: report to the Wireless Service Provider with respect to the
wireless service; incorporate Shin Chan wireless service in M-Zone and STK
Cards; wireless service content production; relevant obligations as contained in
the Main Contract.
MARKETING
The Parties will negotiate marketing plans immediately upon execution of the
Main Contract. Marketing plans include the positioning and pricing of wireless
services, marketing strategy, advertising and promotion strategy, use of sales
items, and the monitoring of the implementation of plans.
LICENSE FEES, GUARANTEE, AND SETTLEMENT
1. License Fee: - Shanghai Weilan should pay 40% of the Final Fee
to Yide.
- The last day of each month shall be the
base-day to calculate the license fee for the
period from the first to the last day of each
month (i.e. 1 settlement period).
2. Guarantee: - Shanghai Weilan has paid RMB240,000 to Yide as
a guarantee for a period of 6 months commencing
from the date of the Main Contract (i.e. 6
settlement period).
- In the event that the amount of license fees
payable from Shanghai Weilan to Yide exceeds
the guarantee amount, the exceeding amount is
to be settled according to provisions 1, 3 and
4.
3. Payment deadline - Commencing from the date of the Main Contract
of the guarantee: and this agreement, Shanghai Weilan should
settle the guarantee amount of RMB240,000
before January 15, 2004.
- In the event of delay payment, Yide may
terminate the contract or request for a daily
fine of 1/1000 of the outstanding amount.
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4. Delivery of report: - Shanghai Weilan should deliver to Yide:
-- detail transmission volume report within 15
days after the end of each settlement period;
-- detail income settlement sheet within 40 days
after the end of each settlement period;
-- the license fees payable for each settlement
period within 10 working days upon confirmation
is received from Yide.
- In payment to Yide is overdue, Yide may
terminate the contract or request for a daily
fine of 1/1000 of the outstanding amount.
5. Discount: Average discount of 20% for payment collection of
the Wireless Service Provider from the service
subscribers
6. Termination of
the December 2002 The Copyright License and Joint Promotion
Contract: and the Contracts: Supplemental Contract (December
2002) thereto are to be superseded by the Main
Contract and this Supplemental Contract. The
outstanding fees incurred therefrom shall be
settled within one month from the date of this
contract.
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