Telecommunication Services License Agreement
Exhibit
10.19
THIS
AGREEMENT is entered into between and signed by the following parties
on June 18, 2007:
Party
A: Warner Music Group
(Beijing)
Signatory:
Address:
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
Telephone:
▇▇▇▇▇▇▇▇
AND
Part
B: Global Music International,
Inc. (also known as “IMNTV”)
Signatory:
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Address:
Room 806, Building A, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇
Telephone:
▇▇▇▇▇▇▇▇
WHEREAS:
(1)
Party
A, in order to promote the digital sale and distribution of “Warner’s
copyrighted music products” (as defined below) in the “agreed territory” (as
defined below), hereby licenses Party B to use Warner’s copyrighted products in
accordance with this Agreement; and
(2)
Party
B intends to provide customers with Warner’s copyrighted products through
“licensed telecommunication service providers” in the China territory (as
defined below);
(3)
NOW
THEREFORE, in consideration of the mutual benefits and subject to the terms
and
conditions set forth below, Party A and Party B enter into this Agreement to
grant Party B a non-exclusive license to use Warner’s copyrighted products for
such “licensed telecommunication services” (as defined below).
-1-
The
PARTIES AGREE AS FOLLOWS:
1.
Terms
and Definitions
1.01
Definitions
Unless
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed to them below:
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1.1.1
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“Agreement”
— refers to this Agreement and its annexes as well as other tables,
annexes or instruments that may be agreed to be part of this
Agreement.
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1.1.2
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“Effective
Date” — refers to the date on which the parties hereto sign this
Agreement, as is indicated at the top of this
Agreement.
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1.1.3
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“Term
of the Agreement” — commences from the day when this Agreement is signed
and lasts for a full calendar year of 12 (twelve) months after the
signing
of the Agreement.
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1.1.4
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“Agreed
Territory” — refers to mainland China, provided that it excludes the
Special Administration Regions of Hong Kong and Macao, as well as
Taiwan
and its neighboring islands of Penghu, Jinmen and
Mazu.
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1.1.5
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“Starting
License Date” — If (1) Party B has notified Party A of the
content of its cooperation with the licensed telecommunication service
providers; and (2) Party B has received written approval from
Party A with respect to the content and detailed list of Warner’s
copyrighted products involved in the licensed telecommunication services
hereunder, then Party B shall be entitled to make the decision, after
the
effective date of the Agreement, as to when the licensed telecommunication
services can be started through each of the provincial telecommunication
service providers in China concerning Warner’s copyrighted
products.
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1.1.6
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“Mobile
Device” — refers to any mobile phone or PDA that is capable of receiving
and/or storing and/or displaying Warner’s copyrighted
products.
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1.1.7
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“Party
B” — refers to “IMNTV” in the Agreement. Thus, Party A agrees that Party B
shall collect and provide an aggregate statement about the number
of
downloading times, and the royalties payable to Party A after deducting
the advance payment, license fee, or other copyright
fees.
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1.1.8
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“Telecommunication
Service Provider” — refers to China Mobile Group, China Unicom, China
Netcom Group, China Telecom Group, and their wholly owned and controlled
subsidiaries, branches, representative offices, or other constituent
entities. Other telecommunication service providers cannot be added
unless
Party A has approved of it in writing. Annex A hereof lists all the
subsidiaries or branch companies in all the provinces of China that
are
wholly owned or controlled by the telecommunication service providers
herein.
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1.1.8
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“Licensed
Telecommunication Services” — refers to the value-added telecommunication
services (as defined in 1.1.8(1) below) provided by Party A and Party
B,
in cooperation with the licensed telecommunication service providers,
by
which Warner’s copyrighted products are purchased or transmitted to a
customer’s mobile device through the Internet, IVR, WAP, GPRS, SMS, MMS
and by other means, during the term of the Agreement and in the agreed
territory:
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(1)
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“Color
Ring Downloading” (or Ringback tones /▇▇▇) (limited to 60
seconds)
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(2)
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IVR
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(3)
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Truetone
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1.1.9
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“Masters”
— refers to the master copies of Warner’s copyrighted products. It may be
a CD or DAT or a digitized disk, in a format that is compatible with
Party
B’s technological requirements.
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1.1.10
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“Third
Party’s Equipment” — means Party B shall make sure that the third party it
entrusts with the licensed services upon Party A’s written approval, will
use secure server and equipment as specified by the written Agreement
to
maintain the telecommunication networks and services hereunder, and
shall
ensure the security of Warner’s copyrighted products and prevent illegal
access.
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Party
A requests that if the third party for whatever reason continues
to exist
but discontinues operation or no longer provides the services hereunder,
Party B shall have the third party destroy all Warner’s copyrighted
products or other related materials in the third party’s possession or
collection.
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1.1.11
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“Warner
Property” — refers to the products which Party A has copyrights to and
licenses Party B in writing to use during the term of the Agreement
and in
the agreed territory, including the following three types: (1)
audio/video
recording; (2) artist image; and (3) artist voice
greeting.
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Party
A agrees to send Party B a statement, at the time of signing the
Agreement, specifying the licensed products from Warner Property
that have
been released, and this statement constitutes Annex B
(“Statement of Licensed Old Products”) hereof. Another statement
specifying the licensed ones from Warner Property that Party A plans
to
release during the term of Agreement constitutes Annex C (“Statement of
Licensed New Products”) hereof; Party A shall be allowed to amend the
contents of the statement of licensed new products.
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Party
A only agrees to license Party B to use the products included in
Annex B
and C during the term of the agreement and within the agreed region
for
the licensed telecommunication services. Party B shall get Party
A’s
written approval in order to obtain licenses to other products not
listed
herein.
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1.02
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Plural/Single/Reference
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The
plural may include the singular and the singular may include
the plural; this Agreement shall be interpreted in this regard as
the context may require. References to paragraphs and subparagraphs
are to paragraphs and subparagraphs of this Agreement, and
references to any other agreement or instrument shall be deemed to
include
references to that agreement or other instrument as varied or
replaced from time to time.
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1.03 Headings
All
the
headings used in the Agreement are only for ease of reference and shall have
no
effect on the interpretation or construction of the obligations of the parties
hereto.
2.
Grant
of Rights
Provided
that Party B meets all the terms and conditions of the Agreement, Party A agrees
to grant Party B non-exclusive license during the term of the Agreement with
such rights as are defined in 2.01 to 2.06 below.
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2.01
Right of Duplication
During
the term of this Agreement and subject to its terms and conditions, Party A
grants to Party B a one-time right to digitally encode and duplicate Warner
Property in customers’ mobile devices or in the fileservers of the licensed
telecommunications service providers, but such a right shall be limited to
the
licensed telecommunication services as defined in this Agreement.
2.02
Right of Downloading/Internet Distribution
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(a)
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Subject
to the terms and conditions of this Agreement, Party A agrees that
Party B
shall be allowed to provide customers with Warner Property to their
mobile
devices for purchase through the fileserver system of the licensed
telecommunication service providers for the licensed telecommunication
services defined herein. For the purpose of promotion, Party B may
permit
consumers of the licensed telecommunication services to listen to
a sample
of Warner Property, as long as such a demonstration is limited to
30
seconds.
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(b)
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When
a cover page of Warner Property is displayed on the relevant sites
of the
licensed telecommunication services hereunder, it shall bear the
name of
the song, the artist, and Warner’s
proprietorship.
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(c)
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Party
B agrees not to make any material changes to the licensed
telecommunication services before it submits such proposed changes
to
Party A for review and secures Party A’s written
approval.
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2.03
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Limitations
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B
is only
entitled to develop, display, or utilize Warner Property in such a manner as
prescribed by this agreement, and to avoid confusion, Party B shall not engage
in any of the following activities:
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(a)
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Exhibit
or display any of Warner Property beyond the scope of the licensed
telecommunication services hereunder;
or
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(b)
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Use
Warner Property for any unauthorized commercial or non-commercial
purposes
or in such a manner that leads others to believe the displayed artists
endorses Party B or other’s products/services, unless Party A has agreed
in writing to such exhibition, display or usages after its independent
review.
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2.04
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Reservation
of Rights
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(a)
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Party
A retains all ownership rights, including but not limited to
copyrights and trademarks of all masters and Warner Property;
provided, however, that Party B shall have the rights regarding
technologies and services for the licensed telecommunication
services (if
none of which is provided by Warner), including but not limited
to
copyrights and trademarks owned by Party
B.
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(b)
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Unless
otherwise provided explicitly in the Agreement, Party B shall
have no
right to any of Warner
Property.
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-4-
2.05
Rights of Withdrawal
It
is
agreed that Party B’s rights to use any Warner Property may be terminated
by Party A upon one week's prior written notice to Party B if any of the
following conditions is met:
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(a)
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If
Party A also requires a third party similar to Party B to withdraw
Warner
Property from its services (Party A has the right to
withdraw);
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(b)
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If
the rights of Party A or its affiliates to Warner
Property terminate;
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(c)
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If
Party A or its affiliates is notified or otherwise becomes aware of a
third-party’s claim that the transmission of Warner Property infringes the
rights of others; or
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(d)
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If
Party A cannot secure the consent of the music copyright owners
of Warner
Property;
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3.
Prohibited Activities of Party B
Unless
authorized by Party A in writing, Party B as well as its authorized
representatives shall not engage in any of the following
activities:
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(a)
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Copy
or duplicate any Warner Property, unless otherwise covered by the
rights
granted hereunder;
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(b)
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Exhibit
any advertisement or commercial of any nature which suggests or implies
an
endorsement of Party B or a third party’s products by the artist whose
performance is included in the licensed copyrighted
products;
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(c)
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Edit
or make any change to Warner Property, unless explicitly provided
in
Paragraph 2 of this Agreement.
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Should
Party B become aware that any third party (whether or not acting on behalf
of
Party B) is circumventing or intends to circumvent this Paragraph 3 (a
“circumventing event”), Party B shall promptly notify Party A in writing
thereof.
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4.
Warner
Property
4.01 Servicing
of Masters
Party
A shall provide Party B with
masters of Warner Property.
4.02 Treatment
of Warner Property and Masters
Party
B promises:
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(a)
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To
maintain all masters and their duplicates in Party B’s premises and
safeguard the same from any loss, damage, theft, unauthorized
use, copying, storage or duplication by
others;
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(b)
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To
be solely responsible for any loss, theft, or damage to masters
and their
duplicates in Party B’s possession and any unauthorized use, copying,
storage or duplication by others thereof if it is caused by Party
B’s
negligence, intentional action or inaction;
and
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(c)
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Upon
the expiration of the term or termination of this Agreement,
Party B shall
either: (i) return all such masters and their duplicates to Party
A; or
(ii) destroy all the masters and their duplicates upon Party
A’s written
notice to that effect.
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5.
Party
B’s and Warner’s Undertakings:
5.01
During the term of this Agreement, Party B shall be responsible for the
following:
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(a)
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Exhibit
the following information on web pages related to the licensed
telecommunication services when Party B is providing such
services:
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(i)
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The
titles or names of the music compositions in Warner
Property;
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(ii)
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The
names of the artists performing musical compositions that are included
in
Warner Property;
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(iii)
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The
names of the recording Party and of the copyright owners;
and
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(b)
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Maintain
and edit Warner Property using Party B’s own equipment or secure server in
a way that will best prevent illegal access or piracy (such
security
measures shall include the most updated and powerful encryption
technology
and processes).
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(c)
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During
the term of this Agreement, upgrade, improve, or supplement
the software
programs or technology currently in use to better protect Party
A’s rights
and interests, by applying such software programs or technology
that are
newly developed by Party B and can better safeguard security,
privacy and
prevent illegal use or access to Warner
Property.
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(d)
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Try
its best to market the licensed telecommunication services
of Warner’s
Property through promotion on the Internet or through other
kinds of
advertisement.
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5.02
Party A’s Undertakings:
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(a)
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Party
A warrants that it owns the copyrights (or has the exclusive
license) of
Warner Property and is entitled to license any neighboring
rights to such
products as defined herein, and that such rights are complete,
lawful, and
do not infringe the rights of others. It is stipulated that
Party B shall
have no obligation to seek the artists’ consent when using Warner Property
hereunder. Party A shall not license any products without
first securing
lawful rights to them. Party A shall be solely responsible
for any
consequence of infringement on others’ rights if that is resulted from
proper use of the licensed products
hereunder.
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(b)
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Party
A shall disclose to Party B regularly any news press, artwork,
or
promotional activities of artists related to Warner Property
hereunder.
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(c)
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Party
A shall notify Party B promptly in writing of any change
or termination of
Party A’s rights to Warner Property, and Party B shall terminate
the
related licensed telecommunication
services.
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(d)
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Party
A shall provide Party B with certificates of proprietorship
with respect
to Warner Property in order to prove the copyright owner’s lawful rights
to the Chinese telecommunication service providers for
the licensed
services.
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6. License
Fees and Royalties for Warner Property
Within
the agreed territory and during the term of the Agreement, with respect to
the
licensed music items among Warner Property, if Party A does not have copyrights
to the lyrics and composition, Party B shall be solely responsible for securing
the license from the relevant copyright owners and pay for the related royalties
and other fees.
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6.01
Royalties for Warner Property
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(a)
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Advance
Payment for Warner Property: Party B agrees to make payment
to Party A in
an amount of 500,000 RMB within sixty (60) days after signing
this
Agreement and make another payment to Party A in an equal
amount of
500,000 RMB within 150 days after signing this Agreement,
and the two
payments together constitute the minimum advance deposit
for Warner
Property licensed hereunder. This sum is paid as after-tax,
net income for
Party A.
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(b)
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Royalties
for Warner Property: Party B agrees to pay royalties to Party
A for the
licensed telecommunication services in accordance with the
manner and
scale defined below; and Party B shall also provide Party A
with a
photocopy of its contract which specifies the fees payable
to the
telecommunication service
providers:
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Services
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Price
(RMB)
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Warner’s
share
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▇▇▇
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At
least 2 yuan / per item
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Half
of the sales price after deduction of the fees payable to the telecom
service providers and Master SP
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IVR
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At
least 2 yuan / per item
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Half
of the sales price after deduction of the fees payable to the telecom
service providers and Master SP
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True
tone
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At
least 2 yuan / per item
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Half
of the sales price after deduction of the fees payable to the telecom
service providers and Master SP
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(c)
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Withdrawing
of Royalties: As provided in 6.01 (b), Party B shall first
deduct the
amount of the advance payment (as provided in 6.01(a)) from
the royalties
payable to Party A, and shall pay to Party A the amount of
any surplus of
the royalties. If the amount of royalties payable to Party
A is equal to
or less than the amount of the advance payment, then Party
B shall only be
liable for the amount of the advance payment as provided in
6.01(a); if
the royalties payable to Party A is larger than the amount
of the advance
payment, then Party B shall also pay Party A for the amount
of the
surplus.
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(d)
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Party
B agrees to provide Party A with a photocopy of all the documents
for tax
payment hereunder.
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(e)
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Invoice:
Party A shall send Party B invoices for the correct amount
before Party B
makes any such payment
hereunder.
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Account
information:
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Party
A:
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Corporate
Name: Asian Warner Music (Beijing)
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Bank:
Xinzhongjie Division, Dongcheng District Branch (Beijing), China
Commercial Bank
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Account
no.: 0200242409020118062
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7.
Statements / Market Surveys
7.01
Financial Statements and Terms of
Accounting
Within
thirty days after each month, Party B shall account for and make deductions
and/or payment for all the accounts payable to Party A during each term, as
well
as a statement of the number of downloading times of the related musical
products. Party A and Party B shall discuss together and decide on the form
and
content of the latter statement, including the design of a statement so that
Party B can send Party A in the electronic form with respect to the number
of
downloading times.
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The
financial statements shall contain
the following:
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(a)
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A
statement of all Warner Property that is downloaded or used within
each
month through the licensed telecommunication services, (including
the
names of the songs, the albums, and the artists, as well as the serial
numbers of the albums and ISRC codes/grid
codes)
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(b)
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Information
about the unit prices or service fees consumers are charged for the
licensed telecommunication services (see Annex A for the current
rates),
all the fees deducted, net profits, the number of downloading times
for
each and all of the Warner’s copyrighted products, and the license fee
payable to Party A.
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7.02
Market Surveys
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During
the term of the Agreement, Party B shall provide Party A with detailed, prompt
market information, and shall provide a report of the relevant information
for
Party A in accordance with the latter’s requirements each term (“term report”),
within thirty (30) days after the end of the term.
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7.03
Rights to Inspect Books and Records of Accounts
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(a)
Party B shall keep complete and accurate books and records of account
relating to the downloading of Warner Property and the license fees
to
Party A; and such books and accounts shall be maintained in such
a way
reasonably satisfactory to Party A and as sufficient to allow an
audit
trail.
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(b)
Party A shall have the right during the term of the Agreement and
during
the three-year period following the termination or expiration of
the term,
at Party A’s sole cost and expense, to have a certified public accountant
inspect Party B’s books and records that are directly related to this
Agreement no more than twice in total. Such inspection shall take
place at
Party B’s office of business operation, during normal business hours, and
on not less than fifteen (15) days’ written notice. Such inspection is
limited solely to the purpose of verifying the calculation of royalties
accruing to Party A under this Agreement and verifying Party B’s
compliance herewith.
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8.
Guarantee and Compensation
8.01
Party B’s guarantees
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Party
B claims and guarantees:
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(a)
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That
Party B has whole rights, power, and authority to sign this Agreement
and
perform all obligations stipulated in this Agreement;
and
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(b)
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That
Party B shall abide by all the laws and regulations related to the
licensed telecommunication
services.
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8.02
Party A’s guarantees
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Party
A claims and guarantees that it has whole right, power and authority
to
sign this Agreement and perform all obligations stipulated in this
Agreement.
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8.03
Indemnification
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Either
of
the Parties hereto does hereby indemnify, save and hold harmless the other
Party
and the other Party’s subsidiaries, affiliates, licensees, officers and
employees from any and all loss and damage arising out of or in connection
with
any claim or act or omission by this Party which is inconsistent with any of
the
representations or agreements made by this Party in this Agreement or any breach
of this Party’s obligations hereunder.
9.
Termination
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9.01
Party A’s Termination Rights
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Party
A
may terminate this Agreement immediately by written notice to Party B if, at
any
time during the Term:
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(a)
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Party
B goes in liquidation, receivership or administration or becomes
bankrupt,
makes any arrangement for the benefit of Party B’s creditors or has a
receiver appointed for all or any of Party B’s assets;
or
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(b)
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Party
B breaches any material term or provision of this Agreement. Any
breach of
obligations stipulated in Articles 2 and 3 under this Agreement shall
be
construed as breach of a material term or provision of this Agreement;
or
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(c)
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Any
provision of the licensed telecommunications service agreement ceases
to
be transmitted for a continuous period of 10 days, except for any
instance
of force majeure or otherwise provided differently by Party A’s written
approval; or
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(d)
If Party B does not pay Party A any sum that is due to Party A and
do not
provide any timely explanation
thereof;
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Provided,
that in the case of any event set forth in subparagraph (b) or (c) above, Party
A shall have given Party B written notice of such event and Party B shall have
failed to cure the same within 30 days after Party B’s receipt of such notice
(or 10 business days if the event is Party B’s failure to pay Party A a sum that
is due).
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10.
Procedure upon Termination; Effect of Termination
10.1
Procedure upon Termination:
Upon
the
expiration or termination of this Agreement:
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(a)
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Party
B shall cease using the licensed telecommunications service to download
Warner’s copyrighted products;
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(b)
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Party
B shall perform obligations in accordance with the provisions of
subparagraph 4.02(c).
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10.2
Effect of Termination
Should
this Agreement be terminated, this Agreement (except for subparagraphs 10.01
and
11.03, which shall continue in effect) shall cease to be legally binding
immediately; and either party shall no longer be liable for performing any
of
the provisions of the Agreement, unless the Agreement has explicitly provided
that the party (or parties) shall continue to be responsible for the
representations, warrants, covenants, or breaches hereof even upon
termination.
11.
Miscellaneous
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11.01
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Relationship
of the Parties
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In
performing its obligations under this Agreement, each of the parties
hereto shall be deemed an independent contractor, and nothing in
this
Agreement shall in any way constitute either party, or any of such
party's
officer or directors, an agent or employee of the other party; and
this
Agreement shall not be deemed to constitute a partnership, joint
venture,
or contract of employment between the
parties.
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11.02
Notices / Payment
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(a)
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Any
notice, which the Party mentioned in subparagraph 11.02(b) may desire
to
give, or which is required under the terms of the Agreement shall
be given
in writing by registered or certified mail, return receipt requested,
or
by telefax or by personal service (in all cases, all charges prepaid)
to
Party B, Attn: Copyright Management Department, copied to Chief Financial
Officer, and to Party A, Attn: General Manager, copied to Chief Financial
Officer. In the event any such notice is given by mail, such notice
shall
be deemed to be given on the date five business days following the
date of
such mailing. In the event any such notice is given by personal delivery,
such notice shall be deemed to be given on the date personal delivery
is
made.
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(b)
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All
sums payable to Party A under this Agreement and all transactions
under
paragraph 6 must be made in writing by registered or certified mail,
return receipt requested, or by telefax or by personal service (in
all
cases, all charges prepaid) to Party A to the address first noted
in the
preamble to this Agreement, Attn: Project Manager, copied to Chief
Financial Officer.
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-11-
11.03
Confidentiality/Press Announcements
|
|
During
the term of the Agreement and thereafter, neither party hereto may
disclose to any third party (other than each party’s employees and
professional advisors, in their capacity as such) any information
regarding the terms and conditions of this Agreement without the
prior
written consent of the other party
except:
|
|
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(a)
|
To
the extent necessary to comply with the law or the legal process
of a
court of competent jurisdiction or in administrative proceedings,
in which
event the party making such disclosure must use its commercially
reasonable efforts to procure confidential treatment of such
information;
|
|
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(b)
|
As
part of its normal reporting or review procedure to its parent
companies,
its auditors and its attorneys, provided that Party B and Party
A inform
these parties of the provisions of this subparagraph
11.03;
|
|
|
(c)
|
To
the extent necessary to comply with each party’s contractual obligation to
third parties;
|
|
|
(d)
|
To
make press announcements approved in writing by both of the parties;
and
|
|
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(e)
|
To
the extent such terms become public through no breach by either party
of
this subparagraph 11.03.
|
In
spite
of the forgoing provisions, after the press announcements in relation to the
Agreement, either party hereto may mention the cooperative relationship between
the parties hereunder, without consent of the other party.
In
addition to the foregoing provisions, Party B shall not disclose to any third
party (other than to Party’s employees, in their capacity as such) the number of
Warner Property streamed under the licensed telecommunications service
hereunder.
11.04
Assignment/Sublicense
Unless
it
is otherwise specified under this Agreement or the two parties have other
agreements to provide otherwise, Party B may not assign, sublicense or
effectively assign or sublicense Party B’s rights or obligations under this
Agreement except to an affiliated or associated Party or to a person or entity
acquiring all or substantially all of the stock or assets of Party
B.
11.05
No
Waiver
No
failure to exercise or delay in exercising any right, power or privilege under
this Agreement by either party shall operate as a waiver of that right, power
or
privilege. Similarly, a single or partial exercise of any right, power or
privilege by either party shall not preclude any other or further exercise
of
that right, power or privilege.
-12-
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11.06
Remedies Cumulative/Severability
The
rights and remedies contained in this Agreement are cumulative and are not
exclusive of any rights and remedies provided by law, in equity or otherwise.
If
any provision of this Agreement is prohibited by or contravenes any applicable
law, or is held by any court of competent jurisdiction or any other legally
constituted body having jurisdiction to make this determination to be void,
unlawful or unenforceable, then that provision shall be severed from the
Agreement and rendered ineffective, as far as possible, without modifying the
remaining provisions of this Agreement.
11.07
Entirety of the Agreement/Amendments/Counterparts
This
Agreement contains the entire agreement between the parties with respect to
its
subject matter and supersedes any prior agreement or negotiation between the
parties on the subject matter of this Agreement. There are no representations,
agreements or understandings, oral or written, between the parties relating
to
the subject mater of this Agreement which are not fully expressed in this
Agreement. No amendment, termination, waiver, discharge, or modification of
this
Agreement shall be effective unless it is in writing and is signed by an
authorized signatory of both Party A and Party B.
11.08
Litigation
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|
Party
B shall notify Party A if Party B becomes aware of any unauthorized
use of
Warner Property by any third party, and shall cooperate fully in
any
dispute relating to Warner Property as well as Party A’s rights under this
Agreement. Party A, at its sole cost and expense and after written
notice
to Party B, may act in the name of Party B and Party A to protect
Party
A’s rights under this Agreement; provided, however, that Party A shall
not
be permitted to execute any document on behalf of Party B without
obtaining written approval from Party B. If Party A acts on Party
B’s
behalf as permitted herein, Party A shall keep Party B informed on
a
current basis of such acts and all proceedings relating
thereto.
|
11.09
Governing Law
|
|
(a)
|
The
laws of the People’s Republic of China shall govern the establishment,
validity, interpretation, and execution of this
Agreement.
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(b)
|
With
regard to all disputes over the effect, interpretation, execution,
modification, or termination of this Agreement, the two parties should
seek resolution in an amicable way and through negotiation. Should
negotiation fail to resolve a dispute within 15 days of the beginning
of
the dispute, either party is entitled to seek arbitration by filing
with
the Chinese International Economic Arbitration Commission located
in
Beijing. The arbitration result shall be final and have binding power
upon
the two companies. The party that loses shall be responsible for
arbitration fees.
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|
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(c)
|
This
Agreement takes effect as soon as the two parties sign the Agreement.
This
Agreement has two copies. Each party has
one.
|
-13-
ACCEPTED
AND AGREED:
Party
A: Warner Music Ltd. Co (Beijing)
Signatory:
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
Telephone:
▇▇▇▇▇▇▇▇
[Seal]
AND
Part
B: Global Music International,
Inc. (also known as “IMNTV”)
Signatory:
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Address:
Room 806, Building A, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇
Telephone:
(▇▇▇)▇▇▇▇▇▇▇▇
[Seal
and signed]
-14-
ANNEX
A
1.
Wholly
Owned or Controlled Entities of the Licensed Telecommunication Service
Providers:
China
Mobile and its provincial
subsidiaries (in 31 provinces of mainland China)
China
Unicom and its subsidiaries (in
31 provinces of mainland China)
China
Netcom and its subsidiaries (in
31 provinces of mainland China)
China
Telecom and its subsidiaries (in
31 provinces of mainland China)
2.
Scale
for the Licensed Telecommunication Service Fees
The
licensed telecommunication service fees shall be charged in accordance with
the
following scale:
The
following services are provided network-wide:
|
Services
|
Unit
Sales Price (RMB)
|
|
IVR
|
1
yuan
|
|
Image
downloading
|
1
yuan
|
|
Artist’s
voice greeting
|
1
yuan
|
RTB
service zones:
China
Mobile and Its Provincial Subsidiaries
|
Service
zones
|
Sales
Price (RMB)
|
|
Beijing
|
|
|
Tianjin
|
|
|
Hebei
|
|
|
Shanxi
|
|
|
Liaoning
|
|
|
Jilin
|
|
|
Shanghai
|
|
|
Jiangsu
|
|
|
Zhejiang
|
|
|
Anhui
|
|
|
Xizang
[Tibet]
|
|
|
Xinjiang
|
|
|
Shandong
|
|
|
Fujian
|
|
|
Jiangxi
|
|
|
Henan
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|
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Hubei
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-15-