Technical Service Contract - Beijing iTowNet Cyber Technology Ltd. and Beijing Ninetowns Ports Software and Technology Co. Ltd.
ITOWNET ELECTRONIC SERVICE PLATFORM
TECHNICAL SERVICE CONTRACT
Contract No.: 000440
Party A: Beijing iTowNet Cyber Technology Ltd.
Party B: Beijing Ninetowns Ports Software and Technology Co., Ltd.
Signing Location: Beijing iTowNet Cyber Technology Ltd.
Suites 1205-1206, 12th Floor, Union Plaza, 20 Chaowai Street,
Chaoyang District, Beijing 100020, The People's Republic of
China
Signing Date: December 25, 2003
Effective Period: January 1, 2004 to December 31, 2006
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TABLE OF CONTENTS
Chapter 1 Definitions .................................................................... 3
Chapter 2 Service Contents and Service Terms.............................................. 3
Chapter 3 Price Terms..................................................................... 4
Chapter 4 Rights and Obligations of Both Parties.......................................... 4
Chapter 5 Service Criteria................................................................ 4
Chapter 6 Settlement Method............................................................... 5
Chapter 7 Copyright Ownership............................................................. 6
Chapter 8 Exemption Clauses............................................................... 6
Chapter 9 Miscellaneous................................................................... 6
Chapter 10 Signing......................................................................... 7
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CHAPTER 1 DEFINITIONS
The terms listed below should have the following meanings in this contract:
1.1 "Party A" refers to "Beijing iTowNet Cyber Technology Ltd."
1.2 "Party B" refers to "Beijing Ninetowns Ports Software and Technology Co.,
Ltd.," the service provider of the iTowNet Electronic Service Platform.
1.3 "One contracting party" refers to either Party A or Party B.
1.4 "Both contracting parties" refers to Party A and Party B.
1.5 "The contract" refers to this contract, and to all of the inseparable
attachments that make up the contract.
CHAPTER 2 SERVICE CONTENTS AND SERVICE TERMS
For the contents of the electronic service platform provided by Party B to Party
A, see the following table:
No. Service Name Period Notes
--- ------------ ------ -----
Onsite
1 Platform Technical Support 7 x 24 hours technical
support
2 Platform Performance Testing and Optimization Weekly
3 Platform Security Testing and Adjustments to Security Tactics Monthly
4 Platform Business Data Adjustment and Analysis Monthly
5 Platform Upgrading Quarterly
6 New Business Platform Allocation and Installation Based on need
7 Technical Training for Platform Maintenance Staff Monthly
Supported Platforms:
Number Platform Notes
------ -------- -----
1 Beijing iTowNet Platform
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2 Guangzhou iTowNet Platform
3 Shenzhen iTowNet Platform
4 Shanghai iTowNet Platform
The service term is three years, from January 1, 2004 to December 31, 2006
CHAPTER 3 PRICE TERMS
Both parties will act in accordance with the principle of friendly
cooperation and with the provisions of the "Contract Law of the People's
Republic of China", and Party A will purchase Party B's platform technical
services. Party B will provide the service in accordance with the service
contents in Chapter 2. Through consultation, both parties have confirmed the
annual technical service fees per platform as being RMB1,500,000.00 (RMB One
Million Five Hundred Thousand Only). Within three years, Party A should pay
Party B a technical service fee for the four platforms of RMB18,000,000.00 (RMB
Eighteen Million).
Total contract amount: RMB Eighteen Million Only.
CHAPTER 4 RIGHTS AND OBLIGATIONS OF BOTH PARTIES
1. Party A should provide the work environment so that Party B's technical
support staff can work normally.
2. Party B guarantees that the platform will operate normally if the hardware
is adequate for normal operation and there is no manmade internal damage.
3. If Party A proposes additional services that are not within the scope of
the service contents in Chapter 2, and if the work volume is too large, it
will be necessary to make a separate agreement as a contract attachment,
and separate charges will be collected.
CHAPTER 5 SERVICE CRITERIA
Service Targets:
1. To provide 7 x 24 onsite technical services;
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2. The platform's normal stoppage frequency will not exceed 12 times per
year;
3. The platform's abnormal stoppage frequency will not exceed four times per
year;
4. The system restoration time will not exceed 30 minutes.
CHAPTER 6 SETTLEMENT METHOD
Party A should pay a technical service fee for the four platforms of
RMB3,000,000.00 (RMB Three Million) for the first half of the year within three
months after June (July to September) each year. It should pay a technical
service fee for the four platforms of RMB3,000,000.00 (RMB Three Million) for
the second half of the preceding year within three months of the beginning of
each year (January to March). The payable details are as follows:
Service Fees Payable
Dates (RMB) Notes:
----- -------------------- ------
2004 (July to September) RMB3,000,000.00 (July to September) indicates within the months
of July to September
2005 (January to March) RMB3,000,000.00 (January to March) indicates within the months
of January to March
2005 (July to September) RMB3,000,000.00
2006 (January to March) RMB3,000,000.00
2006 (July to September) RMB3,000,000.00
2007 (January to March) RMB3,000,000.00
Total RMB18,000,000.00
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CHAPTER 7 COPYRIGHT OWNERSHIP
There are no copyright ownership issues.
CHAPTER 8 EXEMPTION CLAUSES
Delays: Should a force majeure or other unforeseeable event cause a delay
in the performance of this contract, neither party to the contract will assume
any late charges.
Contract Termination: Should a force majeure or other unforeseeable event
make this contract impossible, unnecessary, or meaningless, either party may
delay or cancel this contract. The actual expenses that Party B has incurred
before the contract is terminated should be assumed by Party A, and Party B
should provide Party A with the corresponding evidence of expenses.
If any party sustains a force majeure or unforeseeable event that makes it
wholly or partially impossible to perform this contract or that cancels or
delays the performance of this contract, it should notify the other party in
writing of the circumstances of the event, and it should present the relevant
evidence to the other party.
As used in this contract, force majeure or unforeseeable events refer to
objective incidents that are unforeseeable, insurmountable, and unavoidable, and
that have a significant impact on one party. They include but are not limited to
natural disasters such as floods, earthquakes, fires, and storms, as well as
public incidents such as wars, riots, and government actions.
CHAPTER 9 MISCELLANEOUS
1. All of the terms in the contract attachments that have been agreed to by
both parties are inseverable parts of this contract, and they are of equal
effect with the contract text.
2. All matters that are related to this contract, but for which specific
provisions have not been made in this contract, will be settled through
friendly consultation by both parties and after a written agreement has
been reached.
3. Matters that are not covered in this contract will be settled through
friendly consultation by both parties. All separate agreements arising
from consultation between both parties become supplements to this
contract, and they have of equal legal effect as this contract.
4. If a dispute occurs over the above-mentioned contract terms, both parties
should resolve it through friendly consultation. If consultation fails, it
should be adjudicated by a legal institution in accordance with the
relevant legal provisions.
5. This contract consists of four identical copies, and each party keeps two
copies. It takes effect after being signed and sealed by both parties.
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CHAPTER 10 SIGNING
Name Beijing iTowNet Cyber Technology Ltd. Technology Contract
----------------------------------------------------------------------- Special Seal
Suite 1205-1206, 12th Floor, Union Plaza, 20 Chaowai or
Address Street, Chaoyang District, Beijing 100020, The Official Seal
People's Republic of China
Beijing iTowNet
Party A Cyber Technology
----------------------------------------------------------------------- Ltd.
Zip Code 100020 [Seal]
-----------------------------------------------------------------------
Authorized Agent /s/ Yang Wen
Legal Sheng
Representative
-----------------------------------------------------------------------
Telephone 010-65889922 Fax 010-65880038
-----------------------------------------------------------------------
Bank of Deposit Beijing City Commercial Bank, Hongxing Branch
-----------------------------------------------------------------------
Account No. 01090330400120109056224
------------------------------------------------------------------------------------------------------------
Name Beijing Ninetowns Ports Software and Technology Co., Technology Contract
Ltd. Special Seal
----------------------------------------------------------------------- or
5th Floor, Union Plaza, 20 Chaowai Street, Chaoyang Official Seal
Address District, Beijing 100020, The People's Republic of
Party B China
----------------------------------------------------------------------- Beijing Ninetowns
Zip Code 100020 Ports Software and
----------------------------------------------------------------------- Technology
Authorized Co., Ltd.
Legal Agent [Seal]
Representative
-----------------------------------------------------------------------
Telephone 010-65887788 Fax 010-65882260
-----------------------------------------------------------------------
Bank of Deposit
-----------------------------------------------------------------------
Account No.
-----------------------------------------------------------------------
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