Sample Business Contracts

Technical Support Agreement - Shanghai Shanda Networking Co. Ltd. and Shengqu Information Technology (Shanghai) Co. Ltd.

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                              AMENDED AND RESTATED

                           TECHNICAL SUPPORT AGREEMENT


                      SHANGHAI SHANDA NETWORKING CO., LTD.




                              AMENDED AND RESTATED
                           TECHNICAL SUPPORT AGREEMENT

entered into on this 9th day of December, 2003 by and between Shanghai Shanda
Networking Co., Ltd. ("Party A"), a company organized and existing under the
laws of the People's Republic of China (the "PRC"), and Shengqu Information
Technology (Shanghai) Co., Ltd. ("Party B"), a wholly foreign-owned enterprise
organized and existing under the laws of the PRC. Each of Party A and Party B
shall hereinafter individually be referred to as a "Party" and collectively as
the "Parties".


(1)     Party A engages in businesses such as the operating of online games in
        PRC (the "Business") and Party B possesses expertise and resources on
        technology involved in the Business. Party A intends to retain Party B
        to provide relevant technical support service with respect to the
        Business ("Technical Support Service"), and Party B is willing to accept
        such retainer pursuant to the terms and conditions of this Agreement.
        Party A and Party B entered into an Technical Support Agreement on
        February 18, 2003;

(2)     Pursuant to an Amendment Agreement to Technical Support Agreement and a
        Supplementary Agreement to Technical Support Agreement dated February
        25, 2003 and October 28, 2003 respectively, the Parties modified certain
        provisions relating to the service fees, the term of agreement and other
        aspects, and

(3)     The Parties desire to integrate the above-mentioned agreements and make
        further amendments to these agreements.

NOW THEREFORE, the Technical Support Agreement, the Amendment Agreement to
Technical Support Agreement and the Supplementary Agreement to Technical Support
Agreement dated February 18, 2003, February 25, 2003 and October 28, 2003
respectively shall be superseded by this Agreement after the effective date
hereof. The Parties hereby agree as follows:


1.      Party A hereby:

A.      appoints Party B, effective as of the date of this Agreement, as the
        provider of Technical Support Service relating to the Business as agreed
        by the Parties from time to time; and

B.      agrees to pay Party B a service fee, on a quarterly basis, within three
        (3) months of the last day of each quarter (the "Service Fee"). The
        amount of the Service Fee shall be decided according to the Technical
        Support Service provided by Party B upon request of Party A, and shall
        be calculated in accordance with the number of days and personnel
        involved in the Technical Support Service. A discount of 88% shall apply
        to the Service Fee payable by Party A under this Agreement. In addition
        to the


        Service Fee, Party A shall reimburse Party B for reasonable out of
        pocket expenses that incurred by Party B in connection with providing
        the Technical Support Service under this Agreement, including but not
        limited to, business trip costs, accommodation and meal costs,
        transportation and telecommunication expenses. If Party A is not
        satisfactory to the services provided by Party B in the relevant period
        and requests deduction of related Service Fee, or the actual fee paid by
        Party A is higher than the Service Fee payable under this Agreement,
        Party A shall, upon mutual agreement between the Parties, have the right
        to deduct the corresponding amount from the next payment of Service Fee
        payable by Party A to Party B.

2.      Party B agrees to provide the Technical Support Service listed in
        Schedule A hereof and as requested by Party A.

3.      Unless otherwise agreed by Party B in writing, Party A shall not retain
        any third party to provide the services listed in Schedule A hereof.

4.      It is further agreed by the Parties that the service fees payable
        between February 19 and November 2003 under the previous Technical
        Support Agreement, the Amendment Agreement to Technical Support
        Agreement and the Supplementary Agreement to Technical Support Agreement
        shall be adjusted accordingly pursuant to this Article 1.


1.      Term. This Agreement shall be effective upon execution hereof by
        authorized representatives of the Parties and shall remain effective for
        a period of ten (10) years, which will be automatically renewed for
        another one (1) year upon expiry of each term unless Party B notifies
        Party A of its intention not to renew thirty (30) days before the
        current term expires. Party A shall not terminate this Agreement within
        the term of this Agreement.

2.      No Further Obligations. Upon termination of this Agreement, Party B
        shall have no further obligation to render any Technical Support Service
        hereunder to Party A.

3.      Survival. Termination of this Agreement shall not affect any obligation
        owed by one Party to the other Party that have accrued prior to such


1.      Entire Agreement. This Agreement constitutes the entire agreement among
        the Parties hereto with respect to the subject matter hereof and
        supersedes all prior agreements, understandings or arrangements, oral or
        written, between the parties hereto with respect to the subject matter

2.      Amendment. No variation of or supplement to this Agreement shall be
        effective unless the Parties have agreed in writing and have
        respectively obtained the required authorizations and approvals
        (including an approval that Party B must obtain from the audit committee
        or other independent institution, which has been established under the
        Sarbanes-Oxley Act and the NASDAQ Rules, of the board of
        directors of Party B's overseas holding company, Shanda Interactive
        Entertainment Limited).


3.      Waiver. A waiver on the part of any Party hereto of any rights or
        interests of any part under this Agreement shall not constitute the
        waiver of any other rights or interests or any subsequent waiver of such
        rights or interests. The failure of any Party at any time to require
        performance by the other Party under any provision of this Agreement
        shall not affect the right of such Party to require full performance
        from the other Party at any time thereafter.

4.      Assignment, Obligations of Transferees. This Agreement shall be binding
        upon the Parties hereto and their respective successors and permitted
        transferees and assignees and it shall be made for the interests of
        these parties. Without the prior written consent of the other Party
        hereto, neither Party shall assign or transfer any rights or obligations
        that it may have under this Agreement.

5.      Governing Law. The execution, interpretation, performance and
        termination of this Agreement shall be governed by and construed in
        accordance with the laws of the PRC.

6.      Notice. Any notice, request or other communication to be given or made
        under this Agreement shall be in writing. Any such communication may be
        delivered by hand, air-mail, facsimile or established courier service to
        the Parties' addresses specified below or at such other address that a
        Party notifies to the other Party from time to time, and will be
        effective upon receipt (if a communication is delivered by facsimile,
        the time of the receipt of the facsimile shall be the time when the
        sender receives a confirmed transmittal receipt).

        For Party A:

        Shanghai Shanda Networking Co., Ltd.
        Address:    21st floor, Hua Rong Plaza, 1289 South Pudong Road,
                    Shanghai, PRC
        Postal Code: 200122
        Fax:        50504720-8088

        For Party B:

        Shengqu Information Technology (Shanghai) Co., Ltd.
        Address:    Room 638-7, Building 2, 351 Guoshoujing Road,
                    Zhangjiang Hi-Tech Park, Shanghai, China
        Attention:  Ms Luo QianQian

7.      Severability. The invalidity, illegality or unenforceability of any
        provision of this Agreement shall not affect the validity, legality or
        enforceability of any other provisions. This Agreement shall continue in
        full force and effect except for any such invalid, illegal or
        unenforceable provision.

8.      Headings. The headings throughout this Agreement are for convenience
        only and are not intended to limit or be used in the interpretation of
        the provisions of this Agreement.


9.      Language and Counterparts. This Agreement is executed in Chinese. This
        Agreement and any amendment hereto may be executed by the Parties in
        separate counterparts, each counterpart shall be the original and all of
        which together shall constitute one and the same instrument.

10.     Dispute Resolution. All disputes arising from the execution of, or in
        connection with this Agreement shall be settled through amicable
        negotiations between the Parties. If no settlement can be reached
        through amicable negotiations, the dispute shall be submitted to the
        China International Economic and Trade Arbitration Commission (CIETAC)
        Shanghai Commission for arbitration, in accordance with its then
        effective arbitration rules. There shall be three arbitrators. The
        arbitration shall be held in Shanghai and the language of the
        arbitration shall be Chinese. The arbitral award shall be final and
        binding on both Parties. The costs of the arbitration shall be borne by
        the losing Party, unless the arbitration award stipulates otherwise.
        [Remainder of the page has intentionally left blank]


        IN WITNESS WHEREOF, the Parties have caused this Agreement to be
        executed by their respective duly authorized signatories as of the day
        and year first written above.

        Party A: Shanghai Shanda Networking Co., Ltd.

        Authorized representative

        Party B: Shengqu Information Technology (Shanghai) Co., Ltd.

        Authorized representative





Technical Support Service to be provided by Party B to Party A shall be as
follows subject to the regulation of applicable laws:

1.      Maintenance of relevant networking and equipments such as servers,
        switches and firewall

2.      Introducing and importing of online games and technical consultation

3.      Online game testing and technical evaluation

4.      Inspection, installation and daily maintenance of servers

5.      Consulting services on the internet security

6.      Maintenance of billing system

7.      Maintenance of online payment system

8.      Maintenance of users' service platform

9.      Development and maintenance of office internal automatization and ERP

10.     Supervision and maintenance of office internal computers and networking