Exhibit 10.39
GENERAL FRAMEWORK AGREEMENT
FOR COOPERATION
BEIJING TENGTU UNITED ELECTRONICS DEVELOPMENT CO., LTD.
MICROSOFT (CHINA) CO., LTD.
MARCH 2004
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The two parties acknowledge that this agreement is formulated out of their own
wishes as a basis to guarantee their economic benefits. Both parties have
confirmed that they have already read, understood and agreed the terms and
conditions in the agreement.
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MICROSOFT (CHINA) CO., LTD. BEIJING TENGTU UNITED ELECTRONICS
DEVELOPMENT CO., LTD.
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Post code: 100022 Post code: 100036
Address: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Address: ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Haidian District, Beijing
Point of Contact:
Tel: Point of Contact: Lu Yunfei
Fax: Tel: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
E-mail: Fax: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇.▇▇
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Name( in print)(pound)(0) Name(in print)(pound)(0)▇▇▇ ▇▇▇▇▇▇▇▇
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Title (in print): Microsoft (China) Co., Ltd. Title(in print): Executive President of Beijing
Tengtu United Electronics Development Co. Ltd
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Signed by(pound)(0) Signed by(pound)(0)
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Company seal: Company seal:
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Date: March , 2004 Date: March , 2004
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Microsoft (China) Co., Ltd.(hereafter referred to as Party A) and Beijing Tengtu
United Electronics Development Co., Ltd. (hereafter referred to as Party B) have
entered into this agreement on the principle of mutual understand, sincere
cooperation and joint development. Through friendly consultations the two
parties have reached the following agreement with regard to cooperation on
expansion of China education market, the aim of cooperation, rights and
obligation of each party.
16. I. Aim of the Cooperation and Nature of the Agreement
1. The ultimate aim of the cooperation is to give full play to each party's
brand advantage, geological advantage and technical advantage and pool
excellent talent resources to develop "K-12 school's educational
resources" market in an all-round way in China by means of the optimized
team combination, excellent cooperation scheme and the best technological
products.
2. Both parties unanimously agree that the agreement is a guiding document
for both parties to expand their products and services share in K-12
school's educational resources market. The basis of the agreement is
Education Resource for Office; two parties jointly launch the Resource
application solution plan, which is based on Microsoft Office system.
II. TERM OF COOPERATION
1 year from the signing, date.
III. DETAILS OF COOPERATION
1. COOPERATIVE AREA
Cooperative area: China
Industrial name: Education market
Name of the solution: Education Resource for Office
2. FORM OF COOPERATION
The two sides should define and implement the integrated technical
architecture of Education Resource for Office.
IV. RESPONSIBILITIES AND OBLIGATIONS
For a quicker and better launch the Resource application solution defined in
this agreement into market, both sides promise each and joint responsibility and
obligation as followed:
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1. RESPONSIBILITIES AND OBLIGATIONS OF PART A
1.1 Part A is in charge of providing necessary training for Part B's
technician to finish the Resource application solution plan.
1.2 Part A is in charge of providing software and hardware development
environment, which is necessary for the technical development.
1.3 Part A is in charge of providing the system testing
platform/environment, testing plan and testing advise.
1.4 Part A provides Part B with sales training and proper pre-sale
technical support once every 6 month.
1.5 Part A provides Part B with necessary free software for Part A to set
up a demonstration environment for national education industrial
Application solution plan.
1.6 Part A recommends Education Resource for Office to the customers in
those area and industrial field defined in this agreement.
1.7 Part A provides free training and certification diploma for Part B's
customer of Education Resource for Office.
2. RESPONSIBILITIES AND OBLIGATIONS OF PART B
2.1 Party B shall undertake the system development of the Resource
application solution plan according to the actual demands of China
education sector, including system design, programming and producing the
installation disk.
2.2 Party B is responsible for the formulation of general distribution plan
for Education Resource for Office with Party A.
2.3 Party B is responsible for the promotion of Education Recourse for
Office to the agencies and end users in the regions and industries defined
in this agreement.
2.4 Party B will recommend Party A's other products and services to its
customers of the regions and industries specified in this agreement.
2.5 Party B shall provide technical consultation and training on Education
Resource for Office once every six months.
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V. EFFECTIVENESS OF THE AGREEMENT AND DEFAULT
The agreement is made in two identical copies, and each has equally legal
effect. The agreement shall become effective on the date when the authorized
representatives from both parties execute it and put the official seals on it.
Early termination of the agreement shall be in accordance with the terms and
conditions of the agreement or approved in writing by both parties. The term of
the agreement is specified in Section 2.
It shall be deemed as breach of the agreement under the following situations:
1) Either party has violated the non-disclosure obligations set forth in Section
6 without the written approval from the other party (including, but not
limited to, the disclosure of the other party's confidential information to
the unrelated third party);
2) If either party has not fully fulfilled its obligations in time or violated
any terms and conditions of the agreement, and has not taken any remedial
measures within 30 days after receiving the written notice from the other
party;
3) or due to bankruptcy, exemption of debtor's debt or transfer of creditor's
rights and interests, or out of business, or entering into bankruptcy,
reorganization, arrangement, insolvency or entering into liquidation
procedure or other procedures, and the procedure not terminated within 30
days after the procedure starts, or violation of relevant laws and
regulations and business ethics in performing the agreement.
If one party has violated the agreement, the other party has the right to
terminate the agreement and has the right to exercise all the rights and
remedial measures in accordance with the agreement. The remedial measures taken
by both parties can be exercised at the same time or separately, and moreover
the exercising of any kind of remedial measures is not the choice of this kind
of remedial measure, which does not exclude the exercising of any other remedial
measures, with the exception of the claims arising from the infringement of
intellectual property rights or violation of the non-disclosure obligations.
17. VI. Confidentiality
Both parties promise that nothing herein contained shall be divulged to any
third party or unauthorized person of its own company without the prior written
consent. Both parties agree that within the term of this agreement and 2 years
after its expiration, all information received or obtained under this agreement,
which, the other party believes, is confidential, shall be considered as
proprietary information and be held confidential ("confidential information").
Both parties agree to pay proper attention to preventing all confidential
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information from being disclosed or used without authorization, just as to
protect its own similar sensitive confidential information. When it is necessary
to disclose confidential information in written form, it shall be marked with
the word of "secret" or "confidential", If it is orally disclosed, the
disclosing party shall declare that it is confidential information at the time
of disclosure, and within 30 days after the oral disclosure, issue a written
confirmation to the receiving party to summarize the contents of confidential
information orally disclosed. Both parties agree that the confidential
information shall be used only for performance of the obligations under this
agreement. Unless otherwise agreed in this agreement, the agreement has not
expressly or implicitly granted, assigned or allowed one party's trademark,
invention, copyright, patent or other intellectual property to be used by the
other party. All the confidential information is the property of the information
disclosing party. In case of termination of the agreement and at the either
party's request, the other party shall return the confidential information to
the requesting party, including all the photocopies. Both parties agree that the
confidential information shall be destroyed when it is no longer necessary.
Provided that the above mentioned regulations are not affected, neither party
shall be liable for confidential information under the following conditions:
1) The confidential information had already been owned by the other party before
the non-disclosure obligation was enforced;
2) The confidential information is made public without any party's fault;
3) The confidential information has been legally obtained without breaching this
agreement from a third party who has the right to provide it;
4) The confidential information is developed independently without using any
confidential information of the other party;or 5) The confidential information
is required to be disclosed by the court order or by the competent government or
administrative agencies with legal jurisdiction over one party.
18. VII. MISCELLANEOUS
(A) 1. ADVERTISEMENT AND USE OF COMPANY NAME
If one party wants to release any news in the media, it should ask the
other party for approval.
(B) 2. NON-RECRUITMENT
Both parties agree that without prior written consent by the other party,
either party shall not directly recruit, provide employment opportunity
for, hire or retain any staff, advisers, subcontractors or other agents of
the other party who are related to the performance of this agreement within
the term of this agreement and one year after its expiration.
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(C) 3. FORCE MAJEURE
Neither party shall be liable for delays in performing this agreement or failure
to perform due to the causes beyond its commercially reasonable control. Such
delays shall include, but not be limited to, wars, fires, earthquake, explosion,
flood or other natural calamities, government's legislation, acts, order or
regulations, strikes or labor problems, provided that the delays mentioned above
are not caused by the delayed party's error or fault. Any occurrence or causes
of delay shall continue only for the period of time during which the event is
beyond the delayed party's commercially reasonable control. However, the delayed
party agrees that commercially reasonable efforts shall be made to relief the
delay caused by occurrence of any events which is beyond delayed party's
commercially reasonable control. The delayed party shall promptly notify the
other party in written form upon occurrence of any force majeure events and
advise them of their schedule to resume the performance.
In case the force majeure event lasts for more than 90 days, both parties will
resolve it through consultation.
(D) 4. NOTICES
When notices are sent by one party to the other party by hand or fax (a photo
copy is to be provided subsequently) to the addresses mentioned under this
agreement or such other addresses as may from time to time be notified by either
party, the receiving time of the notices is deemed as the time of delivery; if
they are delivered by express courier service, the receiving date shall be
deemed as one (1) day after the delivery; if they are sent by postage prepaid
registered mail, the receiving date shall be deemed as two (2) days after
sending. Both parties agree that notices sent by fax in a good shape shall be
treated as "original" document, except that the truth of document is doubted.
(E) 5 LEGAL JURISDICTION
This agreement shall be subjected to the legal jurisdiction of the People's
Republic of China.
(F) 6 DISPUTE SETTLEMENT
Both parties unanimously agree that all the non-specified matters relating to
this agreement and disputes arising out of performing this agreement shall be
resolved through friendly consultations. In the event such efforts fail, any
party can institute legal proceedings to the people's court at its location.
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