Sample Business Contracts

License Agreement - Cernet Information Technology Co. Ltd. and Beijing Lei Ting Wan Jun Network Technology Ltd.

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[Translation of Chinese original]

                               License Agreement

                                                            Ref. No. : LTWJ-1307

This Agreement was entered into by and between:

Party A: Cernet Information Technology Company Limited (hereinafter referred to
as "Party A")
Legal Address: 3/rd/ Floor, Block A, Dongmen Xue Yan Building, Tsing Hua
University, Beijing.
Legal Representative: Wu Jiangping

Party B: Beijing Lei Ting Wan Jun Network Technology Limited (hereinafter
referred to as "Party B")
Address: 8/th/ Floor, Office Tower W3, Oriental Plaza, No.1 East Chang An
Avenue, Dongcheng District, Beijing, PRC.
Legal Representative: Wang Leilei

With the aim of pursuing joint development and making use of each other's
strengths, after friendly negotiation, the parties hereto agreed on the
following terms in respect of Party B's licensing Party A the use of the
trademark of "Wang You Shen" owned by Party B with consideration on the bases of
equality and mutual benefits.

1.   Licence
1.1  During the term of this Agreement, Party B shall license Party A to use the
     trademark (in a manner to be provided by Party A) of "Wang You Shen" owned
     by Party B without consideration.
1.2  During the term of this Agreement, Party B shall license Party A to use the
     network and client resources related to "Wang You Shen" business without
1.3  Party A shall not license any other third party to use the trademark of
     "Wang You Shen" without written approval of Party B. Party A shall not act
     in any way damaging to Party B or the trademark of "Wang You Shen".
1.4  Party A shall not make use of the trademark of "Wang You Shen" and the
     related network resources in any acts which violate laws or infringe any
     legal interests of other third parties. Party A shall report any occurrence
     of such irregularities to Party B promptly when Party A becomes aware of
     such fact.



1.5  Both parties agreed that, as from January 1, 2003, Party B shall not invite
     any new clients and all the business related to "Wang You Shen" shall be
     transferred to Party B. Party B shall then be responsible for entering
     contracts with new clients and providing the relevant services. All the
     rights and obligations in connection therewith, including the operating
     cost and revenue of "Wang You Shen" shall also be borne by Party B.
     Nevertheless, all the rights and obligations related to the contracts
     entered into in the name of Party B prior to January 1, 2003, including
     (but not limited to) provision of services, receivables, payables and costs
     shall all be borne by Party B solely and not to be transferred to Party A.

2.   Intellectual Rights
2.1  Party A owns all the intellectual rights related to "Wang You Shen" while
     Party B only has the contractual right of usage under this Agreement during
     the term hereof.

3.   Tangible Assets
3.1  In the event that Party A has to use the tangible assets, including (but
not limited to) billing systems, certification systems and lines, of Party A to
expand the business of "Wang You Shen", Party B shall provide the same to Party
A free of charge and bear the responsibilities of maintenance in good quality.

4.   Default
4.1  Any party who has breached the Agreement or has not performed the Agreement
     according to the terms provided shall be liable for continuous performance,
     remedial measures adoption or indemnification of losses.

5.   Confidentiality
5.1  Without permission of the other party, either Party A or Party B is
     prohibited from disclosing to any third parties (other than as required by
     the relevant laws, regulations, governmental departments, stock exchanges
     or other regulatory authorities and the legal, accounting, business and
     other advisors and employees of both parties) any terms and the status of
     execution and performance of the Agreement and any information related to
     the other party and the affiliates of the other party obtained by executing
     and performing the Agreement.
5.2  This clause of confidentiality shall remain effective during the term of
     this Agreement and upon its expiry.

6.   Force majeure
6.1  "Force majeure" refers to any events, including but not limited to acts of



     acts of God, wars or any other similar events, which could not be
     reasonably controlled, unforeseen or unavoidable even it could be foreseen
     and which hinder, affect or delay the performance of obligations, whole or
     part, by any party under a contract.
6.2  Upon occurrence of any force majeure, the knowing party shall notify the
     same in writing the other party timely and adequately. It shall also advise
     the other party of the potential effects of the same on this Agreement and
     shall provide relevant evidence within a reasonable period of time.
6.3  Both parties shall not be liable for default on the failure or delay in
     performance of this Agreement, in whole or in part, caused by the force
     majeure as mentioned above.

7.   Term
7.1  This Agreement shall come into effect upon the signing and affixing of
chops by the authorized representatives of both parties and shall have a term of
2 years.
7.2 During the term, either Party A or Party B may early terminate this
Agreement by giving a 3-month written notice in advance.

8.   Settlement of Disputes and Applicable Laws
8.1  Any disputes in connection with the content or the implementation of this
     Agreement shall be settled through cordial negotiation, failing which,
     either party shall have the right to submit the case to the competent
     People's Court in the PRC for litigation.
8.2  The execution, implementation and interpretation of this Agreement and the
     settlement of disputes shall be governed by the applicable laws of the PRC.

9.   Miscellaneous
9.1  The respective headings of this Agreement and the clauses are for the sake
     of convenience and not for the interpretation of the Agreement.
9.2  This Agreement shall be in duplicate with the same legal effects.
9.3  The notes, appendices and supplements to this Agreement are integral parts
     hereof and shall have the same legal effects with this Agreement.
9.4  Any matters not covered by this Agreement shall be settled through cordial
     negotiation between the parties hereto.



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Cernet Information Technology     Beijing Lei Ting Wan Jun Network
Company Limited                   Technology Limited
(chop affixed)                    (chop affixed)
Authorized representative:        Authorized representative:
Date: 2002. 11. 21                Date: 2002.11.21
Contact Person:                   Contact Person:
Telephone number:                 Telephone number:
Fax number:                       Fax number:
Email address:                    Email address:
Correspondence address:           Correspondence address: 8/th/ Floor,  Office
                                  Tower W3, Oriental Plaza, No. 1 East Chang An
                                  Avenue, Dongcheng District, Beijing, PRC