Trademark License Contract

Consolidated Subsidiaries: shall be subject to the relevant provisions of international accounting standards.

Party A Group: shall refer to Kingsoft Corporation Limited and its consolidated subsidiaries; for the purpose of this Contract, Party A Group shall not include Party B Group.

Party B Group: shall refer to Kingsoft Cloud Holdings Limited and its consolidated subsidiaries.

Seasun Entertainment Group: shall refer to Seasun Holdings Limited and its consolidated subsidiaries.

Kingsoft Office Group: shall refer to Beijing Kingsoft Office Software, Inc. and its consolidated subsidiaries.

Cloud Storage and Cloud Computing Services: shall refer to the cloud storage, cloud computing services such as content delivery network (CDN), basic network services, and Internet data center business (IDC) currently provided by Party B Group as a basic cloud service vendor based on cloud technologies. “Content Distribution Network (CDN)” business shall refer to services relating to the use of node server groups distributed in different regions to form a traffic distribution management network platform so as to provide users with distributed storage and cache of content, and to distribute content to fast and stable cache servers based on dynamic network traffic and load conditions so as to improve response to user content access and service availability; “Basic Network Services” shall refer to services providing users with basic network functions such as independent and manageable Internet access service business, encryption, acceleration, and load balancing of fixed network domestic data transmission business through basic communication lines and communication equipment; “Internet Data Center (IDC) business” shall refer to the Internet or other networks, such as servers for users, the use of the relevant computer room facilities to provide user servers and Internet or other network-related devices with placement, agent maintenance, system configuration and management services by outsourcing, as well as rental of equipment such as database systems or servers and storage space, agent lease of communication lines and export bandwidth, and other application services, including Internet resource collaboration services business. To avoid disagreements, the parties acknowledge that the business of cloud storage and cloud computing services that Party B Group is engaged in shall not compete with other business lines of Party A Group, and the cloud application services provided by the consolidated subsidiaries of Party A Group (Seasun Entertainment Group, Kingsoft Office Group) based on cloud technology in combination with its products and services (such as online games and office software) shall not belong to the foregoing cloud storage and cloud computing services or similar services.

Newly-Added Trademarks: shall refer to the new trademarks in application/registered which are included in this Contract as confirmed by the parties regularly or irregularly through their designated contacts by the newly-added trademarks mail after the Contract comes into effect. Based on the status quo, these trademarks cannot be applied for by Party B Group on its own. The applications shall be filed by Party B Group and confirmed by Party A, and shall be included in the trademarks licensed under this Contract.

Licensed trademarks: Annex I and Annex II. Newly added trademarks (if any).

License period: Subject to paragraph 2 of Article 9 of this Agreement, for registered trademarks (including the trademarks in the application being approved as registered trademarks), the license period shall be the validity period of the registered trademarks, including the renewal period (if any); for trademarks in application, if the trademarks have not been approved for registration, the license period shall no end until the application is rejected or invalid.

Licensed business scope: Cloud storage and cloud computing services (see paragraph 6 of Article 1 for details).

Geographical area: Geographical areas where registrations are approved for registered trademarks or where the applications are filed for trademarks in application.

Licensee: Party B Group.

License type:

Party A shall license the trademarks and trademarks in application as listed in Annex I, Annex II, and newly added trademarks (if any) to Party B and the Party B Group for use in the cloud storage and cloud computing services in the geographical areas where registrations are approved for registered trademarks or where the applications are filed for trademarks in application in the manner permitted by law, and Party B shall have the right to determine the actual entities within Party B group to use the trademarks.

These licenses shall be non-exclusive, non-transferable ordinary licenses, and shall not be sub-licensed except Party B and Party B Group sub-license these trademarks to third parties for fair use so that the brands using Party B and Party B’s cloud storage and cloud computing services may realize the cooperation on the services.

Party A and Party A Group shall not use or permit third parties to use the trademarks in paragraph 1 of Article 2 for cloud storage and cloud computing services, except for the promotion and introduction of Party B Group.

Party A shall supervise the quality of the goods and services of Party B Group using the registered trademarks. Party B shall guarantee and be responsible for the quality of the goods and services using the registered trademarks.

Party B Group shall maintain evidence of use every year in order to prove that the licensed trademarks are used in a standardized and continuous manner in the trademark registration category. Party A may require Party B Group to provide relevant evidence of use when necessary, and Party B Group shall cooperate to provide it, and the parties shall make every effort to ensure that the evidence of use meets the requirements of official evidence provided by the Trademark Office. If Party B does not use the trademarks for 3 consecutive years without any justified reason, Party A shall check with Party B on the demand and usage. If Party B acknowledges in writing that it will no longer use, Party A shall have the right to remove them from the list of licensed trademarks free of charge by means of unilateral notice.

Subject to the provisions of this Contract, Party A shall grant Party B Group the license to use “Kingsoft Cloud”, “金山云”, or other words (in Chinese or foreign languages) that are similar in form to the licensed trademarks as business trademarks/business names with reference to the terms of trademark license (including but not limited to the scope of use, duration, etc.) in the absence of conflict with applicable laws and regulations, but Kingsoft, 金山 or other words (in Chinese or foreign languages) that are identical, similar, confusing in form to business names within the Party A Group may not be used alone as business names without the written consent of Party A.

Party A shall issue trademark license letters for various purposes to Party B Group within the scope of this Contract. If a license letter beyond the scope of this Contract is required, the details shall be negotiated separately.

Considering that various industrial and commercial administrations require different, non-modifiable versions of license letters for business registration which do not conform to the actual situation of businesses, both parties have unanimously agreed that the Trademark License Letter or Business Name License Letter submitted for company registration using the above licensed trademarks as business names (trade names) by Party B Group shall only be the format templates to meet the requirements for name approval of the industrial and commercial administrations or market regulation administrations. If the content is inconsistent with the contract or otherwise agreed, the contract shall prevail. The format templates that have been provided to the industrial and commercial administrations or market regulation administrations for name approval, including but not limited to the Letter of Commitment for Use of Trademarks, the Trademark License Letter, and the Business Name License Letter, shall be subject to this Contract. If there is any difference with this Contract, this Contract shall prevail.

Subject to the provisions of this Contract, Party A shall grant Party B Group the license to use “Kingsoft Cloud”, “金山云”, or other words (in Chinese or foreign languages) that are similar in form to the licensed trademarks as business domain names with reference to the terms of trademark license (including but not limited to the scope of use, duration, etc.) in the absence of conflict with applicable laws and regulations, but Kingsoft, 金山 or other words (in Chinese or foreign languages) that are identical, similar, confusing in form to business names within the Party A Group may not be used alone as business domain names.

According to the Original License Agreements, Party B Group shall pay royalties of RMB4 million (In words: RMB Four million), and the trademark license shall be free during the validity period of the Original License Agreements. As Party B Group has not paid the above royalties as of date of this Agreement, the parties have agreed to set the royalties in [Patent License Contract] signed on [18] December 2019. Party B Group shall comply with the relevant agreements in Patent License Contract, and properly pay the royalties.

Party B Group shall pay Party A the royalties for the trademark license in accordance with this Article from the date of this Agreement. The specific types of royalties shall be subject to the provisions of paragraphs 7 and 8 of this Article. The parties acknowledge that as of the date of this Contract, the royalties for the licensed trademarks to be borne by Party B shall be RMB[649,028.14] (In words: Six hundred and forty nine thousand twenty eight yuan and fourteen cents), which is calculated as: RMB[583,134.00] x 105% x (1 + 6% value-added tax). Subsequent royalties (the agreed fees in paragraphs 7 and 8 of this Article) shall be paid by Party B within 15 working days after the end of the quarter after confirmation by the parties on a quarterly basis.

Trademark royalties shall be collected by Beijing Kingsoft Digital Entertainment Technology Co., Ltd. and Zhuhai Kingsoft Software Co., Ltd. in the amount of RMB [364,229.25] (In Words: Three hundred and sixty four thousand two hundred and twenty nine yuan and twenty five cents) and RMB [284,798.89] (In Words: Two hundred and eighty four thousand seven hundred and ninety eight yuan and eighty nine cents) respectively. Party B shall pay within 15 working days after receiving the legal and valid special VAT invoice issued by Party A.

The taxes incurred under this Contract shall be borne by the parties separately according to the relevant laws and regulations.

Party A shall ensure that within the license period of the trademarks, it will not revoke the licensed trademarks or cause the licensed trademarks to be void or invalid through action or inaction (“Party A’s reason”). For any reason other than Party A’s reason causing the licensed trademarks under this Contract to be revoked, declared invalid, or invalidated within the trademark license period, such revoked, declared invalid, or invalidated trademarks shall become unauthorized trademarks without violating existing laws and infringing the rights of third parties, and Party A shall continue to grant Party B and the Party B Group the license to use in accordance with the terms and conditions of this Contract. Party A shall have no obligation to return the paid royalties, and Party B shall continue to pay the relevant outstanding royalties (if any).

Payment Method:

If the licensed trademarks need to be renewed or relevant service fees, registration fees, agency fees, official fees (if any) are incurred during trademark registration, maintenance, transfer, cancellation, the fees shall be borne by Party B Group, and the specific amount shall be the actual payment by Party A × 105% × (1 + 6% VAT).

Party B shall bear all reasonable fees incurred by the newly added trademarks including application, follow-up maintenance, including but not limited to official fees, agency fees, registration fees, service fees, the specific amount of which is the actual payment by Party A × 105 % × (1 + 6% VAT).

If there is any change to the 6% VAT mentioned above, the applicable VAT rate for trademark license and maintenance in the very year shall prevail.

If the license under this Contract becomes invalid, including but not limited to termination, rescission, revocation, invalidation of the Contract, Party B Group shall promptly cease using the licensed trademarks, domain names and remove the licensed trademarks, trade names (business names) within a reasonable period.

In respect of contract expiration based on paragraph 2.5 of Article 9 of this Contract, Party A agrees to provide Party B Group with a transitional period of [6 months] for replacement and removal after the license expires. During the transitional period Party B may use the licensed trademarks only within a reasonable scope for the purpose of replacement and removal. If Party B Group makes reasonable commercial effort but has not completed the change of trade names (business names), replacement and removal may be extended for 3 months with the prior written consent of Party A.

If Party B Group fails to properly complete replacement and removal within the agreed period, Party B Group agrees and fully authorizes any company of Party A Group to handle the change of trademarks, trade names and domain names on its behalf. The expenses incurred and confirmed by Party B Group shall be borne by any company designated by Party B Group.

The parties undertake and warrant to each other as follows:

They are enterprises legally established and validly existing in accordance with laws of China;

They have all the rights and authority to execute and perform this Contract, and have not entered into any agreement or arrangement that conflicts or may conflict with this Contract; and

The authorized representatives (if necessary) signing this Contract have been granted full authority to do so in accordance with a valid power of attorney or a resolution of the board of directors.

Party A warrants and undertakes as follows:

It is the legal owner of the licensed trademarks and has the right to license the trademarks to Party B and Party B Group in accordance with the provisions of this Contract;

Party A makes no warranty as to whether the newly added and unregistered licensed trademarks at the time this Agreement is executed can be registered with the competent authority;

In respect of the relevant licensed trademarks under this Contract, Party A licenses the relevant trademarks to Party B and Party B Group for use according to with the status of the trademarks. Party A makes no warranty of non-infringement. For trademarks in application that have not been successfully registered, Party A makes no warranty that these trademark applications can be registered;

The above warranties of each entity of Party A are made only for their respective licensed matters, and each entity does not bear joint and several liability for each other.

Upon the execution of this Contract, Party A does not set any restrictive rights such as pledge rights or other security interests on the licensed trademarks; during the license period, if Party A sets any restrictive rights such as pledge rights or other security interests on the licensed trademark, invests in shares with the licensed trademarks, it shall do so under the premise of not affecting Party B and B Group’s right to use the licensed trademarks under this Contract.

Party B warrants and undertakes as follows:

It shall pay Party A the entire consideration in accordance with the Contract after execution;

It shall properly perform the matters agreed in this Contract, including but not limited to, license use standard, trademark maintenance, trademark protection, and bear all costs that may be involved;

It has not taken any action or omitted to take any action to cause or allow the rights attached under this Contract to be prejudiced or the assignment of this Contract to be invalid; and

It shall accept that Party A may license the trademarks in application and licensed trademarks referred to in this Contract on an as-is basis.

Party A Group has all the complete intellectual property rights to trademarks (including trade names and business names), LOGOs, identifiers, and domain names that are the same as or similar to Kingsoft, 金山, KS, and KSC globally, regardless of whether the intellectual property rights have been submitted for registration or registered. Without the prior written permission of Party A, any company of Party B Group shall not apply for trademarks and copyrights that contain the above intellectual property rights, and shall not apply for trademarks and copyrights that are the same as or similar to the intellectual property rights, and shall not apply for domain names globally. In respect of the above-mentioned intellectual property rights that have been applied for or registered in the name of Party B Group, Party B Group agrees to transfer to Party A Group unconditionally and bear all costs. If Party B Group does not transfer back within a reasonable period of [3 months], Party B Group agrees and entrusts any company of Party A Group to handle the transfer registration on its behalf.

The parties may reach an agreement through friendly negotiation to change or terminate this Contract by executing a written contract.

Party A shall have the right to rescind or terminate this Contract through unilateral notice in any of the following circumstances, and this Contract shall be immediately rescinded or terminated from the date of the notice of rescission or termination:

A licensed trademark under this Contract is invalid, invalidated for any reason or Party A is no longer the holder to it (for the trademark only);

Licensee is no longer a member of Party B Group (for the entity only).

Party B Group’s use of a licensed trademark for any act violating this Contract, and refuses to correct it after Party A’s notice;

Party B Group causes any company of Party A Group to suffer goodwill and/or financial loss for any act violating this Contract.

Any of the following agreements is not reached which the effective existence of this Contract is subject to:

Kingsoft Corporation Limited is the sole substantial shareholder of Party B Group;

Kingsoft Corporation Limited holds not less than 30% of the equity of Party B Group.

Party A shall have the right to change the holder to the licensed trademarks after confirming that it does not adversely affect the performance of this Agreement, but shall notify Party B 5 working days before the change, and shall ensure that this Contract continues to be performed by the successor of Party A’s trademark ownership.

If sent by letter, they shall be deemed served when the contact person or staff of the office or the mail room of the other party signing the receipt;

If delivered by hand, they shall be deemed served when delivered to the contact person;

If sent by fax, they shall be deemed served after the automatically generated message indicating the fax has been successfully sent is received;

If sent by E-mail, they shall be deemed served when the E-mail arrives at the other party’s E-mail system.

Matters not covered in this Contract shall be determined through separate negotiations between the parties;

This Contract shall severable. If any provision of this Contract is determined to be invalid, it shall not affect the validity of other provisions;

This Contract is executed in eight counterparts. Party A shall hold six copies and Party B shall hold two copies. Each copy shall have the same legal effect.

Trademark
name

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registration

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Application
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Current legal
status

Application date

Applicant/Registrant

License type

Beijing Kingsoft Digital Entertainment Technology Co., Ltd.

(Zhichanyi)

Beijing Kingsoft Digital Entertainment Technology Co., Ltd.

Beijing Kingsoft Digital Entertainment Technology Co., Ltd.

金山云+云图

logo (color)

金山云

AI-house

金山云

ai-house

Trademark
name

No.

Place of
registration

Class

Registration
No./
Application
No.

Current legal
status

Application date

Applicant/Registrant

License type