Exhibit 10.67
SHANGHAI BROADBAND
NETWORK INC PRIVATE & CONFIDENTIAL
Rexam Der Kwei
Industrial (Shanghai) Co., Ltd.
Contract for supply of
IE21 Interactive
English Corporate
E-Learning Solution
Author : Xxxxx Xxx
Date
: November 9, 2004.
2
Party A: Shanghai
Broadband Network Inc.
Address: Xxxxx 0000-0000,
Xxxxxx Xxxxxxxxxx Xxxxxxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxx
Party B: Rexam Der Kwei
Industrial (Shanghai) Co., Ltd
Address: 3358, Hangnan
Road, Qixian County, Fengxian District, Shanghai.
I.
DEFINITIONS OF PARTIES OF THE RELATIONSHIP
| |
Party
A, Shanghai Broadband Network Inc. (SBN) is a joint venture established by Asia Broadband
Inc. in partnership with Shanghai Informatization Committee Technology Center and
Shanghai Information Mansion Co. Limited. Asia Broadband, Inc. owns and controls 93% of
Shanghai Broadband Network. |
| |
Rexam
Der Kwei Industrial (Shanghai) Co., Ltd. |
II.
DEFINITIONS OF THE IE21 INTERACTIVE ENGLISH PROGRAM REFERRED TO IN THIS
AGREEMENT
The IE21 Interactive English Large
Corporation Course Package
The corporate program is offered as
one single training program including one level out of the four training levels offered as
retail courses, i.e. foundation, improver, advanced and proficient. The program does not
include the I-Classroom offered through the public website. The program includes the
following parts:
| • |
Multimedia self-learning
software |
| • |
Pre-recorded
classroom
videos |
| • |
Learning Management
System |
| • |
Achievement Test
after the improver level |
| • |
IE21 Interactive
English corporate program — Service Support Packages |
The program is delivered with a
Service Support Package designed to correspond to the specific needs of Rexam corporation.
This contract relates to the Golden Service Support Package, including the
following:
| • |
Hosting
Service|X| Narrowband support |
| • |
Orientation Class
as a training seminar provided. |
| • |
Centralized learning
report |
3
| • |
Training
manager training if requested. |
| |
1.1. |
Party A provides Party B with the IE21 Interactive English course package
specified in the above section. Party B will use the course package as training
material for its staff members. |
| |
2.1. |
This agreement will be valid for IE21 Interactive English online training for 6
months. When the agreement expires, its extension will be decided through mutual
agreement between the two parties. |
| |
2.2. |
If there is any content which is not covered in this agreement, the two parties
agree to sign a supplementary agreement, and the supplementary agreement has the
same legal status. |
| |
3.1. |
The parties agree that Party B will have the right to assign up to 19 individual
staff member for IE21 Interactive English training during the 6 months’
license period. The accounts are individualized and each account is assigned to
only one individual staff member. |
| |
3.2. |
The unit price for each account is RMB 544 ( 20% discount is offered). |
| |
3.3. |
The unit price for textbook for one level is RMB 60. |
| |
4.1. |
Party B confirms to buy the license of using IE21 Interactive English corporate
course package specified in this agreement at a price of XXX 00000 for a 6
months’ license. |
| |
4.2. |
Payment within 14 days after the contract is signed. |
| |
4.3. |
Payment is expected by bank transfer unless otherwise agreed. |
| IV. |
RIGHTS
AND OBLIGATIONS OF THE PARTIES OF THE RELATIONSHIP |
| 1. |
Rights
and Obligations of Party A |
| |
1.1. |
Party A shall provide Party B with the IE21 Interactive English course package
specified in this agreement. |
| |
1.2. |
Party A shall be responsible for the hosting, installation, maintenance of the
software and technical support to ensure proper operation of the software. |
| |
1.3. |
Party A shall provide Party B with narrowband support. Narrowband support for
the IE21 Interactive English course is provided in CD format, but will still
require the staff members of Party B to be connected to the internet when using
the program. |
| |
1.4. |
Party A shall provide Party B with orietation class. The orientation class will
be conducted in Party B’s office. |
| |
1.5. |
Party A shall provide Party B with centralized monthly reports on the learning
progress of Party B’s staff members. Party A will also proactively alert
Party B if desired study pace and learning goals are not achieved. |
| |
1.6. |
Party A shall provide Party B with tutor service. Party A’s tutors will
make sure that the staff members of Party B are successful in starting to use
the IE21 Interactive English training program. They will assist the staff
members in achieving the learning goals established by Party B’s corporate
training department. Party A shall provide tutor support via telephone from
Monday to Friday 9.00 am-5.30 pm and via email and BBS within 24 hours. |
4
| |
1.7. |
Party A shall provide Party B with training manager training if requested by
Party B. A maximum of 2 training managers will be trained in the office of
Shanghai Broadband Network, Inc. |
| |
1.8. |
Party A will supply Party B’s staff members with text books corresponding
to the IE21 Interactive English online course. |
| 2. |
Rights
and Obligations of Party B |
| |
2.1. |
Party B shall pay the total fee for using IE21 Interactive English corporate
program course package for up to 19 unique staff members during 6 months. |
| |
2.2. |
Party B can only use IE21 Interactive English course package as training
material for its staff members. Accounts are unique for a period of 6 months.
Party B can not use the course package for any other purposes than training
their staff members. |
| |
2.3. |
Party B can not copy or transfer the IE21 Interactive English corporate course
package or the Online provided by Party A to other parties. Party B can not
compile the original language of the software; neither can Party B decrypt the
encrypted software. If the above mentioned situation occurs, or other situation
which may cause the disclosure of the confidence or damage to the course
package, Party A has the right to terminate this agreement. |
| V. |
INTELLECTUAL
PROPERTY RIGHTS AND TRADE SECRETS |
| 1. |
Intellectual
Property Rights |
| |
1.1. |
Party A ensures that it possesses intellectual property rights for the program
content included in the IE21 Interactive English course in China. |
| |
2.1. |
The content of this agreement and any information that is not generally known
and gives the party concerned a competitive advantage on the market should be
considered strictly confidential by Party A and Party B. Without the agreement
of the Party concerned, the content should not be disclosed to other parties. |
| |
2.2. |
None of the parties can utilize, copy or transfer the trademark, IC, business
information, technology or other materials related to the other two parties. |
| VI. |
FORCE
MAJEURE, DEFAULT, AND DISPUTE RESOLUTION |
| |
1.1. |
In case of force majeure causing any party inability to partly of fully execute
this agreement the prevented party will not be considered failing to observe the
obligations of this agreement, and will not bear the responsibility for the
delay. Force majeure includes events such as war (whether the war is declared or
not), emergency, strike, labor dispute, accident, a server-breakdown caused by
the transmission of a computer virus, hacker’s attacks on the server, fire,
earthquakes, flood, typhoon, snowstorm and any other natural disasters and other
unforeseen events beyond the control of the parties. |
| |
1.2. |
If any party thinks that the complementation of this agreement may be held back,
delayed or affected by the factors listed in the first article of this
agreement, the prevented Party is obliged to inform the other parties of such
factors without delay. |
| |
Any
of the following situations will be considered to be default. |
| |
2.1. |
Party
B’s inability to pay the total fee before due date. |
| |
2.2. |
Party
A’s failure to provide Party B with the IE21 Interactive English
course package specified in this agreement. |
| |
2.3. |
Any
Party fails to keep the trade secrets of the other party or parties. |
| |
2.4. |
Infringement
of Party A’s intellectual property rights. |
5
| |
2.5. |
Any
Party fails to implement this agreement. |
| |
3.1. |
Any
disputes as to this agreement should be solved through negotiation in China.
The agreement is governed by PRC law. |
| VII. |
REVISION,
CANCELLATION AND TERMINATION OF THIS AGREEMENT |
| |
1. |
The
revision of this agreement should be made under the negotiation and
agreement of the two parties. |
| |
2. |
If
one party infringes the legal rights of the other party, the other party has
the right to cancel this agreement. |
| |
3. |
If
one Party breaches the agreement, which causes the inability to execute or
delay the execution of all or part of the agreement, the other party
has the right to terminate the agreement. |
| |
4. |
If
the Party in breach caused the other two parties’ economic loss directly
or indirectly, the observant Party has the right to claim damages
from the Party in breach. |
| 1. |
TIME
OF TAKING EFFECT: This agreement shall take effect since the day of
signing. |
| 2. |
This
agreement should be in two copies and each Party holds one copy. The two
copies are all original copies and have the same legal status. |
Party A: Shanghai
Broadband Network Inc.
Address: Suite 1212,
Xxxxxx Commercial Building, 000 Xxxxxxxx Xxxx, Xxxxxxxx
Represented by Xxxxx Xxx
Title: Marketing and Sales
Manager
Signature:
________________________________________________________
Date:____________________________________________________________
Party B: Rexam Der Kwei Industrial
(Shanghai) Co., Ltd.
Address: 0000, Xxxxxxx
Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx.
Signature:
________________________________________________________
Date:____________________________________________________________
