Cooperation Agreement (“Agreement”)
Cooperation
Agreement (“Agreement”)
Party A:
Beijing Atis Advertising Co., Ltd.
No. of
Business License: 1101052951786
Issuing
Authority: Beijing Administration for Industry and Commerce
Registered
Address:
Post
Code:
Legal
Representative: ▇▇▇ ▇▇▇▇▇
Tel.:
▇▇▇▇ ▇▇▇▇
Authorized
Representative: Zhao Xiaolin
Tel.:
▇▇▇▇ ▇▇▇▇
Bank:
Agricultural Bank of China, Beijing Yuetan Tower Office
Account
No.: 11020601040006554
Party B:
Beijing Yinse Lingdong Advertising Co., Ltd.
No. of
Business License: 1101022933270
Issuing
Authority: Beijing Administration for Industry and Commerce
Registered
Address: Room624, Gehua Building, No.1 Qinglong Hutong, Dongcheng District,
Beijing
Post
Code: 100007
Legal
Representative: ▇▇▇ ▇▇▇
Tel.:
▇▇▇▇ ▇▇▇▇
Authorized
Representative: ▇▇▇ ▇▇▇
Tel.:
▇▇▇▇ ▇▇▇▇
Bank:
Bank of China, Beijing Branch, Pinganli Sub-branch
Account
No.: 801019957608091001
Party A
and Party B shall be referred to herein collectively as the “Parties” and each individually
as a “Party”.
Party A
and Party B enter into the following agreements through friendly negotiation
with respect to the regional advertising agency cooperation on Music Radio
channel of China National Radio (the “CNR”).
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1.
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Operation
Qualification
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Party A
has obtained exclusive national advertising agency rights on Music Radio channel
of CNR from Beijing Yangguang Zhiku Advertising Co., Ltd.
Party B
is a duly qualified advertising company with capacity for advertising agency,
advertising design and radio advertising production. Party B participates in
annual inspection on a timely basis and has good faith and credit.
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2.
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Cooperation
Project
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Party A
hereby grants Party B with exclusive regional advertising agency rights on Music
Radio channel of CNR within the designated city, i.e. Xi’an, under this
Agreement.
Regional
Advertising means the advertising broadcasted within a designated city during
the programs of Music Radio channel of CNR.
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3.
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Scope
of Agency, Contract Price and
Deposit
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Party A
hereby authorizes Party B as the exclusive regional advertising agent on
FM95.5MHz, the frequency of Music Radio channel of CNR in Xi’an.
Party B
acknowledges the cooperation content provided by Party A and the current status
of the transmission and signal coverage of Music Radio channel in Xi’an, and
agrees to acquire the exclusive advertising agency rights on FM95.5MHz of Music
Radio channel for a contract price (the “Contract Price”) as
follows:
The
Contract Price for the first year shall be RMB590,5835, while the Contract Price
for the second year shall be RMB1,100,000.
The
Contract Price for each year shall be paid by Party B to Party A in equal
monthly installments, payable on the 25th day of
the preceding month. Where the 25th day
falls on a legal holiday, the working day immediately prior to the 25th day
shall be the date for Party B to make such payment.
Within 5
days after the execution of this Agreement, Party B shall pay Party A RMB256,667
as deposit (the “Deposit”), evidencing Party
B’s good faith performance. Where this Agreement is duly and fully performed,
the Deposit shall be used as payment of the last portion of the Contract Price
and the installment of the preceding month. Upon receipt of the Deposit within
the said period, Party A agrees to permit Party B to commence its market
operation, where Party B shall use its best efforts to improve the local signal
coverage. During the performance of this Agreement, Party B may not claim
economic indemnification, price reduction or any other similar demand against
Party A on the basis of signal transmission problems.
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4.
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Term
of Agency
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The term
of Party B’s exclusive agency rights granted by Party A commences at 00:00 am on
June 16, 2009 and ends at 12:00 pm on December 31, 2010. (The Parties hereby
acknowledge that the execution date may, due to certain technical issues, be
later than the effective date of this Agreement.)
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5.
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Advertising
Time Slot
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The
exclusive advertising agency time slot granted by Party A to Party B shall be a
three-minute time period from 56’30’’ to 59’30’’ of every hour during the
program broadcast of Music Radio channel of CNR. The aggregate daily advertising
time is 54 minutes. (There’s no program broadcast from 13:30 to 17:00 in each
Tuesday afternoon for maintenance purposes.)
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6.
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Advertising
Content and Examination
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Before
Party B, as the regional advertising agent, agrees to take any advertising task,
it shall fully examine the advertising contents (including finished advertising
products, manuscripts for recording, related certificates of the clients, etc.),
and refuse to take or act as agent for any clients and their advertising task
which is in violation of advertising laws. Party A shall deliver the materials
provided by Party B to the Advertising Administration Department of CNR for
examination, which may be broadcasted upon approval, while any advertising
manuscripts and finished advertising products fail to pass the examination may
not be arranged for broadcast. Party B shall change or suspend any broadcast of
advertising once it’s been found untruthful, and immediately suspend the
broadcast of any advertising which is prohibited by national advertising
administration department or complained heavily by audience.
The
Advertising Administration Department of CNR reserves the final examination,
determination and interpretation rights on the advertising
broadcasted.
Party B
shall, pursuant to the supplement agreement with respect to advertising
production and broadcast between the Parties, timely deliver relevant
broadcasting certificates, manuscripts and qualified audio
products.
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7.
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Monitor and Detection
(currently of
non-performance)
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To ensure
the consistent judgment of both Parties on projected signals and broadcasted
contents, Party A shall provide Party B with detection software so that Party A
and Party B can jointly record and save the broadcasted contents for certain
period for inspection purposes (Basically, such period shall not exceed 1
month).
Party B
shall be equipped with computers (with automatic turn-on and turn-off function,
audio card, etc.), internet channels, radiogram and other auxiliary inspection
equipment. Party B shall turn on the computer on schedule. During the all-day
broadcast of programs, detection software will record local advertising content
broadcasted at any given moment and automatically deliver such records to Party
A’s server. The server of Party A in Beijing will automatically save such
records for inspection purposes.
Party B
shall pay RMB5,000 to Party A as the one-time fee for using the detection
software.
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8.
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Local
Broadcast Signals and Related
Maintenance
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The local
signal status as of the date hereof (referring to the coverage effect of the
broadcast projected by local launcher) is a key reference for Contract Price.
Party B shall maintain good cooperation relationships with local rebroadcast
station and use its best efforts to maintain the good quality of local signals,
Party A shall provide assistance as necessary. Request to further improve or
strengthen local signals shall not be regarded as the precondition for amendment
and performance of this Agreement.
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9.
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Rights
and Obligations
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Party
A shall, pursuant to schedule agreed upon by both Parties, undertake the
delivery of advertisings for examination and coordinate the broadcast of
advertisings.
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During
the term of this Agreement, Party A shall be responsible for the
coordination of technical transmission from Beijing to the designated
area.
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Party
A shall be responsible for the expense incurred by technical transmission
and advertising broadcast from
Beijing.
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Where
Party B fails to pay monthly Contract Price on time, Party A may deduct
such monthly Contract Price from the Deposit. Party A may unilaterally
terminate this Agreement in case of Party B’s breach of Article 3
(Contract Price), Section 5 of Article 9 (Advertising Fine) of this
Agreement.
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Party
B shall indemnify any loss incurred by Party A where (i) any
administrative fine is imposed on Party A due to Party B’s illegal
operation and fault; and (ii) Party A is required to make compensation due
to a third party claim.
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Party
B may, based on the local market conditions, determine the regional
advertising prices and operation
policy.
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All the
expense incurred from Party B’s regional advertising operation and agency,
including but not limited to brand promotion, marketing publicity and operation,
shall solely be born by Party B.
Party B
shall consciously maintain the continuity and consistency of the brand and style
of regional advertising and Music Radio channel.
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Party
B shall deliver Party A the legal advertising broadcast certificate,
advertising manuscript and audio products suitable for broadcast according
to the supplement agreement.
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Party
B shall pay the Contract Price and the Deposit on time. Where the Deposit
is insufficient, Party B shall make up for the Deposit within 5
days.
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Where
Party B has fully performed this Agreement in good faith, Party B shall
have the right of first refusal to extend this Agreement under equal
conditions.
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Where
Party A beaches any of Article 3 (Agreement on Exclusive Agency), Article 5
(Advertising Time Slot) or Sections 2 and 3 (Obligations of Party A) of Article
9, Party B is entitled to unilaterally terminate this Agreement.
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Each
Party shall bear its own tax liability with respect to their respective
revenues.
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The
Parties shall keep the business secrets strictly confidential and shall be
refrained form disclosing the cooperation herein to any third party
without the consent of the other Party. Contract Price, clients,
advertising placement, advertising broadcast techniques and other items
deemed by the Parties as confidential information shall be kept
confidential.
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The
Parties shall execute a supplement agreement to further specify issues
such as advertising examination, manuscript amendment and
broadcast.
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10.
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Default
and Remedy
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Where
this Agreement is terminated by Party B with advance notice less than a
month, Party A may deduct 10% of the Deposit for any day in short and
reserves the right to seek additional
indemnification.
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Where
Party B fails to pay monthly Contract Price on time, Party A shall demand
the payment in writing or by phone. If Party A fails to receive such
monthly Contract Price within 3 days after such demand, Party A may
immediately suspend the advertising till the receipt of such monthly
Contract Price. Party A may deduct the daily Contract Price (calculated as
the monthly Contract Price divided by 30) from the Deposit for any
unsuspended advertising. Party A reserve the right to seek indemnification
in addition to the deduction of the
Deposit.
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Party
A will not arrange for re-broadcast of any suspended advertising due to
Party B’s failure to pay the monthly Contract Price on time. Party B shall
bear all the consequences and losses incurred therefrom (including but not
limited to losses suffered by the
clients).
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Where
the advertisings are delayed for broadcast due to the following
reasons：(i) the
content of Party B’s manuscript is not qualified; (ii) the certificate
document is incomplete; (iii) the audio products does not meet the
broadcast standard; or (iv) the above said documents has not been
delivered to Party A on time, Party B shall bear all the consequence
therefrom.
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Where,
due to the satellite transmission or certain internal technical problems
of CNR, no advertisings have been broadcasted on any given day or days,
Party B shall be exempted from the amount of the daily Contract Price
times the number of days when no broadcast has been made. In case of
failure to restore the advertising broadcast within 10 days, the amount of
the daily Contract Price times 15 shall be exempted. In case of failure to
restore the advertising broadcast within 15 days, the monthly Contract
Price shall be exempted. The exempted Contract Price shall be deducted
from the following monthly Contract
Price.
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Where
the advertising broadcast results in a third party claim or a fine imposed
by administration for industry and commerce, Party B shall seek
indemnification against the advertising client to collect the fine or
compensation, and bear all liability in case of failure to collect,
including, without limitation, to compensate the third party claim,
damage, compensation as well as fines imposed by the administration for
industry and commerce.
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This
Agreement is executed by the Parties on the basis of the packaged sale of
exclusive rights for each year, thus, no monthly Contract Price shall be
exempted due to the failure to broadcast certain portion of any given
advertisings due to technical
problems.
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11.
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Termination
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Where
continuous performance of this Agreement is rendered impossible due to
force majeure, the Parties may terminate this Agreement through friendly
consultation.
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Where
continuous performance of this Agreement is rendered impossible due to
CNR’ s internal reason, signal transmission or change of national
policies, Party A may terminate this Agreement through a written notice
delivered to Party B at least 10 days in
advance.
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Where
continuous performance of this Agreement is rendered impossible due to
Party B’s reason, Party B shall notify Party A at least one month in
advance and settle the fees payable with Party
A.
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Where
failure to broadcast advertising for more than one month or to regularly
broadcast for more than two months due to signal transmission or CNR’ s
internal reason, Party B may demand the termination of this
Agreement.
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Where
Pary B delays payment of Contract Price for more than 30 days without
Party A’s written consent, Party A may treat such delay as Party B’s
intention not to further perform this Agreement and take the Deposit as
the liquidated damages. Party A may unilaterally terminate this Agreement
and reserve the right to seek addition indemnification against Party
B.
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12.
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Dispute
Resolution and Governing Law
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The
execution, effectiveness, performance, interpretation and dispute
resolution of this Agreement shall be governed by current effective laws
and regulations of PRC.
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During
the term of this Agreement, the Parties shall, in good faith and through
friendly consultation, deal with any issues not covered in this
Agreement.
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During
the term of this Agreement, any dispute arising herefrom shall be resolved
through consultation first. If the dispute cannot be resolved through
consultation, any Party may initiate a legal proceeding before the
people’s court located in its residence for
resolution.
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13.
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Notice
and Communication
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According
to this Agreement, any important information, such as amendment to this
Agreement or delay of Contract Price Payment, shall be notified in writing by
courier, mail or fax (if by fax, confirmation requirement should also be
included in the notice).
Notice or
other communication shall be deemed to have been effectively served according to
the following measures:
(1) Where
by courier, notice or communication shall be deemed to have been effectively
served upon personal delivery;
(2) Where
by mail, notice or communication shall be deemed to have been effectively served
on the seventh day after the delivery of postage-paid registered mail (subject
to the postmark);
(3)Where
by fax, notice or communication shall be deemed to have been effectively served
on the immediately succeeding working day after the fax with confirmation
requirement is sent.
All
notices and communication shall be sent to the mailing address as set forth on
the first page of this Agreement. Each Party may change such mailing address at
any moment by written notice to the other Party as specified in this
Article.
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14.
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Miscellaneous
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Where
the Parties need to execute any supplement agreement, such agreement shall
take effect upon execution and have same legal effect as this
Agreement.
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Unless
otherwise provided, a “day” means a working day and a “month” means a
calendar month (calculated as 30 days). Where any date agreed upon by the
Parties falls on a legal holiday or Golden Week holiday, relevant issues
will only come into effect subsequent to the date agreed upon by the
Parties.
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Each
Party shall stamp the corporate seal as well as a paging seal to this
Agreement.
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This
Agreement shall be executed in two counterparts with each Party holding
one.
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Party A:
Beijing Atis Advertising Co., Ltd.
Authorized
Signature:
Party B:
Beijing Yinse Lingdong Advertising Co., Ltd.
Authorized
Signature: