Exhibit 4.139
STRATEGIC CONSULTING SERVICE AGREEMENT
THIS STRATEGIC CONSULTING SERVICE AGREEMENT ("this Agreement") is entered
into is entered into by and between the following Parties on January 1, 2007
("Effective Date") in Shanghai:
Party A ("Entrusting Party"): Shanghai ▇▇▇▇▇▇ Networking Co., Ltd., a
corporation organized and existing under the laws of the People's Republic of
China (the "PRC") and having its registered address at Room ▇▇▇-▇, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, the PRC; and
Party B ("Trustee"): Shengqu Information Technology (Shanghai) Co., Ltd., a
corporation organized and existing under the laws of the PRC and having its
registered address at ▇▇.▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ New Area,
Shanghai, the PRC.
Each of Party A and Party B shall hereinafter individually be referred to as a
"Party" and collectively as the "Parties".
WHEREAS,
1. Party A is a company organized and existing under the laws of the PRC and
its main business is operating online game in China ("Business"). Party B
is a company with limited liability organized and existing under the laws
of PRC and it has expertise and resources in strategic consulting
concerning the Business.
2. Party A intends to engage Party B to provide strategic consulting services
("Services") with respect of the Business, and Party B agrees to accept
such engagement under the terms and conditions set out below.
NOW AND THEREFORE, the Parties agree to enter this Agreement.
ARTICLE 1 ENGAGED MATTERS
Matters engaged by Party A to Party B under this Agreement ("Engaged Matters")
Strategic Consulting Service Agreement
shall be providing strategic consulting services relating to the Business of
Party A.
ARTICLE 2 SCOPE OF SERVICES
Services to be provided by Party B to Party A under this Agreement shall mainly
include the following subject to the regulation of applicable laws:
1. EVALUATING AND CONSULTING OF LICENSED GAMES FROM OVERSEAS:
(1) Monitoring online game markets at home and abroad;
(2) Evaluating and testing new online games;
(3) Recommending licensed games from overseas based on the results of
evaluating and testing of online games.
2. CONSULTING SERVICES ON ONLINE GAME PROJECTS
(1) Recommending an integral game operation plan through a team established for
each game project;
(2) Making preparations for early stage game operation by communicating and
coordinating with technical and game development staff ;
(3) Conducting public testing by communicating and coordinating with technical
and game development staff and members of game project teams;
(4) Making suggestions on commercial operation of games after public testing;
(5) Planning inside game activities and enriching game contents;
(6) Making periodical updating on user trend and providing constructive
suggestions on the operation of each game project;
(7) Providing suggestions on handling particular events during the course of
game operation.
3. PROVIDING ANALYSIS ON AND DEVELOPMENTS OF ONLINE GAME INDUSTRY
2
Strategic Consulting Service Agreement
(1) Collecting information on competitors of Party A and alerting Party A on
particular events;
(2) Updating developments of competitors' online games;
(3) Providing other relevant information.
4. Market promotion and planning services:
5. Other consulting services relating to Party A's corporate strategy.
ARTICLE 3 FEE AND PAYMENT
The Parties agree that consulting fee hereunder shall be calculated and paid as
follows:
1. The formula for calculating monthly consulting fee payable by Party A to
Party B hereunder shall be:
Monthly consulting fee = ( player number of paying account x ARPU as
described in the Exhibit 1 - fees paid to cooperative parties - other
reasonable costs) x 60%
(1) ARPU shall be described in the Exhibit 1 of this Agreement
(2) Fees paid to cooperative parties include:
a. Fees payable by Party A under other contracts entered into
between Party A and Party B;
b. Fees payable by Party A under contracts entered into between
Party A and other game developers;
c. Rentals and revenue sharing fees payable under contracts between
Party A and telecommunication operators.
(3) Other reasonable costs
a. Other reasonable costs for the year 2007 shall be RMB1,600,000
2. Party B shall have the right to adjust amount of ARPU per player and the
amount of other reasonable costs.
3. Party A shall provide Party B with data of online game players and relevant
3
Strategic Consulting Service Agreement
contracts entered with other game developers and telecommunication
operators. Party B shall be entitled to check and verify the aforesaid
contracts and data provided by Party A at any time;
4. The consulting fee hereunder shall be paid on a quarterly basis. Party A
shall, within three (3) months of the last day of each quarter, pay
consulting fee of each quarter into an account designated by Party B. At
the end of each year, Party B shall settle the consulting fee with Party A
in accordance with the actual fees payable by Party A in the year elapsed
under this Agreement;
ARTICLE 4 OBLIGATIONS OF THE PARTIES
1. THE OBLIGATIONS OF PARTY A
(1) Party A shall promptly provide Party B with any materials and information
necessary for the fulfillment of Services hereunder, and shall warrant the
authenticity and accuracy of all such materials and information it
provides.
(2) Party A shall pay consulting fee to Party B pursuant to Article 3 hereof;
(3) Unless otherwise agreed by Party B in writing, Party A shall not engage any
third party to provide any Services as stipulated in Article 2 hereof;
(4) Party B shall perform other obligations under applicable laws and
regulations of PRC.
2. THE OBLIGATIONS OF PARTY B
(1) Party B shall provide strategic consulting service to Party A pursuant to
this Agreement;
(2) Party B shall warrant to Party A that that information and suggestions
provided by Party B to Party A under this Agreement shall be in compliance
with relevant laws and regulations of PRC;
(3) During the term of this Agreement and upon termination of this Agreement
due to any reasons whatsoever, Party A shall keep confidential of any
technical information and materials provided by Party A, and, all other
information which Party A does not want to disclose.
4
Strategic Consulting Service Agreement
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
1. Party B represents, warrants and covenants to Party A (such
representations, warranties and covenants shall become effective from the
Effective Date of this Agreement) that:
(1) Party B shall use its expertise and resources in strategic consulting
concerning the Business and shall set up working groups consisting of
experienced personnel to provide Services to Party A;
(2) Party B shall, during the course of provision of Services hereunder, act in
due diligence and perform its obligations pursuant to applicable laws and
regulations of PRC;
2. Party A represents, warrants and covenants to Party B (such
representations, warranties and covenants shall become effective from the
Effective Date of this Agreement) that:
(1) The obligations of Party A under this Agreement shall be legal and binding
on Party A. Party A's performance of its obligations hereunder shall
neither conflict with any of its obligations under any other agreement or
document, nor contravene any applicable laws, regulations or rules of PRC.
(2) Any document and material provided by Party A to Party B under this
Agreement shall be authentic and accurate.
3. Upon the occurrence of an event which may make any representation, warranty
or covenant of a Party hereto under this Articles 5 become unauthentic or
inaccurate, such Party shall promptly inform the other Party thereof, and,
upon reasonable request of the other Party, take measures to remedy and
disclose details of such event.
4. The legal liabilities arising out of a breach of any of the
representations, warranties and covenants mentioned above shall survive the
completion of Engaged Matters hereunder.
5. No Party hereto shall assign any of its rights or obligations under this
Agreement to any third party.
5
Strategic Consulting Service Agreement
ARTICLE 6 INDEMNIFICATION
In the event that a Party fails to comply with any of its obligations hereunder
and such failure result in losses to the other Party, the first Party shall make
full and effective compensation to the second Party; if said failure makes it
unnecessary to continue to perform this Agreement, the second Party shall have
the right to terminate this Agreement and the first Party itself shall bear its
losses arising out of such termination.
ARTICLE 7 FORCE MAJEURE AND ECONOMIC ADJUSTMENT
If, at any time before the completion of Engaged Matters, a significant change
or event in politics, economy, finance, law or otherwise occurs, and such change
or event has had or may have a material adverse effect to the performance of
Engaged Matters, the Parties may consult with each other to suspend or terminate
this Agreement and neither Party shall assume any defaulting liability to the
other Party.
ARTICLE 8 TERMINATION
1. Each Party shall have the right to terminate this Agreement by giving the
other Party a notice in writing if:
(1) The second Party breaches or fails to fulfill any obligation under this
Agreement; or
(2) Any representation, warranty or covenant made by the second Party hereunder
is materially unauthentic or misleading and therefore not fulfilled.
2. In the event that this Agreement is terminated pursuant to Section 1 of
this Article 8 or Article 7 hereof, the obligations of both Parties
hereunder shall be terminated immediately. Notwithstanding the forgoing
sentence, any right or claim having come into existence, or any liability
arising out of a breach of any of the representation, warranty or covenant
hereunder, shall remain unaffected upon such termination.
ARTICLE 9 SETTLEMENT OF DISPUTES
1. Any and all disputes, controversy or claim arising from or relating to this
Agreement or its interpretation, violation, termination or validity shall
be first settled through amicable consultations between the Parties; such
consultations
6
Strategic Consulting Service Agreement
shall commence on the date on which a Party issues a written notice to the
other Party requesting for such consultations. If the dispute fails to be
settled within thirty (30) days of the issuance of the written notice,
then, upon the request of and notification by either Party to the other
Party, such dispute shall be submitted for arbitration.
2. The arbitration shall be conducted in Shanghai by the China International
Economic and Trade Arbitration Commission Shanghai Commission in accordance
with such Commission's Arbitration Rules then in effect.
3. The arbitration award shall be final and binding on the Parties, and the
costs of the arbitration shall be borne by the losing Party, unless the
arbitration award stipulates otherwise.
ARTICLE 10 VARIATION AND SUPPLEMENT
Both Parties hereto shall fulfill their respective obligations hereunder. No
variation of or supplement to this Agreement shall be effective unless the
Parties have agreed in writing and have respectively obtained the required
authorizations and approvals (including an approval from the audit committee or
other independent institution, which has been established under the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act the NASDAQ Rules, of the board of directors of ▇▇▇▇▇▇
Interactive Entertainment Limited, Party B's overseas holding company).
ARTICLE 11 VALIDITY
This Agreement shall become effective immediately after it is signed and stamped
by the legal representatives or the authorized representatives of both Parties,
and shall supersede all the relevant agreements and documents previously signed
by Parties on the subject matter upon the effectiveness of this Agreement. The
term of this Agreement shall be one (1) year, which will be automatically
renewed for another one (1) year upon expiry of each term unless Party B
notifies Party A of its intention not to renew thirty (30) days before the
current term expires.
ARTICLE 12 COUNTERPARTS
This Agreement is executed in two counterparts. Each Party shall hold one
counterpart, and both counterparts shall be equally authentic.
7
Strategic Consulting Service Agreement
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
8
Strategic Consulting Service Agreement
[EXECUTION PAGE]
PARTY A: SHANGHAI ▇▇▇▇▇▇ NETWORKING
CO., LTD.
-------------------------------------
Authorized representative
PARTY B: SHENGQU INFORMATION
TECHNOLOGY (SHANGHAI) CO. LTD.
-------------------------------------
Authorized representative
9
Strategic Consulting Service Agreement
Exhibit 1:
GAME NAME ARPU
-------------- ----
Mir2 180
BNB 29
Maple Story 29
Archlord 29
Getamped 42
RO 29
Woool 48
The Age 48
The Sign 48
Magical Land 42
3G Hero 29
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 29
Crazy Kart 29
10