Domain Name Transfer Agreement - Beijing Lei Ting Wan Jun Network Technology Co. Ltd. and Beijing Super Channel Network Ltd.
[Translation of Chinese original]
DOMAIN NAME TRANSFER AGREEMENT
This Domain Name Transfer Agreement (the "Agreement") is entered into as of
September 26, 2003 by and between the following two parties in Beijing.
The Assignor: Beijing Lei Ting Wan Jun Network Technology Co., Ltd.
Legal Address: C01, Yongchang Business Center, 3 Yongchangbeilu Road, Beijing
Economic and Technological Development Zone, China
The Assignee: Beijing Super Channel Network Limited
Legal Address: F09 2/F 3 Yongchangbeilu Road, Beijing Economic and Technological
Development Zone, China
WHEREAS, the Assignor, a company registered in Beijing under the laws of
the People's Republic of China (the"PRC"), owns the Domain Names music974.com.cn
and 974.com.cn (the "Domain Names").
WHEREAS, the Assignee is a wholly foreign-owned enterprise registered in
Beijing under the laws of the PRC;
WHEREAS, the Assignor agrees to assign the Domain Names to the Assignee and
the Assignee agrees to accept the assignment of the Domain Names on the terms
and conditions set forth herein.
NOW THEREFORE, the parties agree as follows:
1. Transfer of Domain Names
Pursuant to the provisitions in the Agreement the Assignor hereby agrees to
transfer the ownership of the registered Domain Names to the Assignee and
the Assignee agrees to accept the transfer of the registered ownership of
the Domain Names. The Assignee shall pay the Assignor an amount of Renminbi
10,000 for the Domain Names transferred hereunder.
2. Registration Fees
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The registration for the transfer of the registered ownership of the Domain
Names shall be undertaken by the Assignor and the Assignor shall bear the
registration fees incurred hereby.
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 in good standing 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 usage
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 corporate power and authority and has taken
all necessary corporate actions and has obtained all necessary
approvals and authorizations by any third party and government
authorities to enter into and execute this Agreement, and the
execution and performance of the Agreement shall not be against any
enforceable and effective laws or agreements.
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.
3.1.5 the Assignor has never licensed and shall not 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
transfer.
3.2 The Assignee hereby represents and warrants as follows:
3.2.1 The Assignee is a wholly owned foreign company duly registered and
in good standing under the laws of the PRC.
3.2.2 The Assignee has full corporate power and authority and has taken
all necessary corporate actions and has obtained all consents and
approvals of any other third party and governmental authorities to
enter into and execute this Agreement, the execution and performance
of which shall not be against any enforceable and effective laws or
contracts.
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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.
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 negotiation in good faith. In case no
settlement can be reached through negotiation within 30 days after one
party asks for negotiation, 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 Beijing.
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
The Agreement shall not be amended, supplemented or modified except by a
written instrument come into force only signed by both parties. The
amendment supplement duly executed by both parties constitutes 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 due to
the violation of relevant laws in any jurisdiction shall, as to that
jurisdiction, be ineffective or void of binding force only 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 invalid
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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.
IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly
executed each by a duly authorized representative on behalf of the Party hereto
as of the date first above written.
The Assignor : Beijing Lei Ting Wan Jun Network Technology Co., Ltd.
Representative:_______________________
The Assignee: Beijing Super Channel Network Limited
Representative:_______________________
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Schedule to Exhibit 10.29
Pursuant to Instruction 2 to Item 601 of Regulation S-K under the
Securities Act of 1933, as amended, the following is a schedule of documents
substantially identical in all material respects except as to the parties
thereto, the dates of execution, or other material details from the document
filed as Exhibit 10.29.
Exhibit 10.29 Filed
Agreement: Domain Name Transfer Agreement
Date: September 26, 2003
Assignor: Beijing Lei Ting Wan Jun Network Technology Company Limited
Assignee: Beijing Super Channel Network Limited
Scope: The domain names transferred to the Assignee are the
music974.com.cn and 974.com.cn domain names.
Agreements Substantially Identical to Exhibit 10.29 and Omitted
Agreement: Domain Name Transfer Agreement
Date: September 26, 2003
Assignor: Shenzhen Freenet Information Technology Company Limited
Assignee: Beijing Super Channel Network Limited
Scope: The domain name transferred to the Assignee is the 163.net
domain name.
Agreement: Domain Name Transfer Agreement
Date: November 19, 2003
Assignor: Beijing Lei Ting Wu Ji Network Technology Company Limited
Assignee: Puccini Network Technology (Beijing) Limited
Scope: The domain names transferred to the Assignee are the ltwj.com
and tomkid.com.cn domain names.