Exhibit 10.27
(English Translation)
Cooperation Agreement
Between
Center for Audio / Visual Education,
Department Of Education, FuJian
Province
and Tengtu TianDi Network Co. Ltd.
Party A : Center for Audio/Visual
Education, Department of Education,
FuJian Province
Party B : Tengtu TianDi Network Co.
Ltd.
1.Synopsis
1.1 Party A is the essential
constituent department of the
Distance Learning Project in the
FuJian Province.
1.2 Party B is the leading Company in the Nation utilizing broadband satellite
broadcasting, extended campus network, cable TV and Internet to constitute the
multimedia Distance Learning System. Tengtu and the National Center for
Audio/Visual Education under the Ministry of Education together will invest RMB
8O-Million to establish the "Morning Sun Broadband Educational Resources
Center", which integrates the existing educational resources of the Ministry of
Education and the educational resources database produced by Tengtu.
1.3 Both parties will cooperate to establish the "FuJian Provincial Networked
Senior Secondary School". It is a contemporary Distance Learning School managed
by the FuJian Provincial Center for Audio/Visual Education. This School mainly
serves those on-the-job people possessing the ordinary junior secondary,
vocational junior secondary or other junior secondary school certificates. The
courses covered for the 3-year program include politics, language, English
language, physics, mathematics, chemistry, history, geography, biology, and
computer.
2. Method of Cooperation
2.1 Both Parties will
establish the Fujian Provincial
Networked Senior Secondary School.
2.2 Both Parties will cooperate on the basic facilities required by the
Networked School, design of the teaching materials, and the teaching modes.
3. Rights and
Responsibilities of Party A
3.1 Responsible for processing
all the legal procedures for the
establishment of the FuJian
Provincial Networked Senior Secondary
School.
3.2 Promises to allow Party B to be the only cooperation partner in the FuJian
Provincial Networked Senior Secondary School project.
3.3 Responsible for seeking
the rights of transmitting
educational resources through the
cable TV network.
3.4 Party A has to right to request Party B not to disclose the contents of this
Agreement to any third party.
3.5 Party A has the right to request Party B to provide high-quality Distance
Learning services to the FuJian Provincial Senior Secondary School.
4. Rights and
Responsibilities of Party B
4.1 Responsible for providing
all the hardware for the
establishment of the FuJian
Provincial Networked Senior Secondary
School.
4.2 Responsible for all the costs for textbooks, reference materials, and
self-test software required for the production of the curricula for the
Networked School.
4.3 Responsible for providing, free of charge, all the Distance Learning
contents to the FuJian Provincial Networked Senior Secondary School.
4.4 Party B shall promise to select the best teachers and experts for the
production of the curricula. 4.5 Party B shall guarantee that all the equipment
used comply with the international standards, and that the entire network is
safe.
4.6 Has the right to request
Party A not to disclose the contents
of this Agreement to any third Party.
4.7 Has the right to supervise the works carried out by Party A. Any problems
arise shall be resolved promptly in order to avoid any adverse consequences.
5. Copyrights
The intellectual copyrights for all the information for the FuJian Provincial
Networked Senior Secondary School (including more than 2,800 Distance Learning
course materials, tutoring materials, curricula designs) belong to Party B.
Without the permission of Party B, Party A shall not release any of the
contents.
6. Shares Ownership
Party A takes 25% while Party B takes the rest of the 75% ownership.
7. Confidentiality
Neither Party cannot release any of the commercial secrets, technology or other
information belonging to the opposite Party to a third Party. The information
include, but not limited to, sales cost, financial data, product and business
plans, design plans, etc.
8. Responsibilities of
Infringement of Contract
8.1 Neither Party cannot terminate this Contract alone; otherwise this will be
treated as an infringement of the Contract.
8.2 With the cancellation or unlimited delay of the establishment of the
networked senior secondary school, caused by Party A, leading to Party B unable
to establish the educational network, the latter Party has the right to
terminate the Agreement. Party A shall indemnify Party B all the associated
financial losses.
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9. Irresistible
Should either Party unable to implement the Agreement due to irresistible
reasons but with evidence to prove their legitimacy, thus giving losses to the
opposite Party, the Party concerned can be exempted from bearing the
responsibilities of infringement of the Contract.
10. Resolution of Disputes
Any dispute arises during the implementation of this contract shall initially be
resolved through friendly consultation. However, should the consultation fails,
both Parties agree that the dispute be arbitrated by the Beijing Arbitration
Committee. The verdict by the Arbitration Committee shall be treated as the
final verdict.
Party A: Center for Audio/Visual
Education, Department of Education,
FuJian Province
--------------------------------------------------------------
Signature of Legal Representative or
Authorized Representative
Date: _____________________________
Party B: Tengtu TianDi Network Co.
Ltd.
--------------------------------------------------------------
Signature of Legal Representative or
Authorized Representative
Date: _____________________________
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