Exhibit 10.63
DOMAIN NAME ASSIGNMENT AGREEMENT
This Domain Name Assignment Agreement (the "Agreement") is entered into as
of May 5, 2004 between the following two parties.
Assignor: Beijing Palmsky Technology Co., Ltd.
Legal Address: Xxxx 000, Xxxxxx Xxxxxxxx, Xx.000, Xxxxxxxxx Xxxxxxx, Haidian
District, Beijing
Assignee: Hurray! Times Communications (Beijing) Ltd.
Legal Address: Xx.X00, Xxxxx X, Xxxx Xxxx Xxxxx, Xx.0 Huayuan Road, Haidian
District, Beijing
WHEREAS, the Assignor is a limited liability company registered in Beijing
under the laws of the People's Republic of China (the "PRC") and owns certain
domain names (the "Domain Names", as listed in Appendix 1).
WHEREAS, the Assignee is a wholly foreign-owned enterprise registered under
the laws of the PRC in Beijing;
WHEREAS, the Assignor agrees to assign the Domain Names to the Assignee and
the Assignee agrees to accept the assignment of the Domain Names.
NOW, THEREFORE, the parties agree as follows:
1. Transfer of Domain Names
The Assignor agrees to change the registered owner of the Domain Names into
the Assignee and the Assignee agrees to accept the change of the registered
owner of the Domain Names. The Assignee shall pay the Assignor an amount of
RMB1,000 yuan as a transfer fee for the Domain Names transferred hereunder.
2. Registration Fees
The registration for the change of the registered owner of the Domain Names
shall be undertaken by the Assignor and the Assignor shall bear the
registration fees incurred hereby.
3. Representations and Warranties
3.1 The Assignor hereby represents and warrants as follows:
3.1.1 the Assignor is a limited liability company duly registered and
validly existing under the laws of the PRC.
3.1.2 the Assignor has the exclusive ownership of the Domain Names and
no rights of any third party is prejudiced due to the use of the
Domain Names. There is no litigation or any other disputes
arising from or relating to the Domain Names.
3.1.3 the Assignor executes and performs this Agreement within its
corporate authority and business scope; it has obtained all
consents and approvals of any other third party and government
authority necessary for this Agreement, and shall not be against
any enforceable and effective laws or contracts.
3.1.4 once this Agreement is duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignor
and is enforceable against it in accordance with its terms.
3.1.5 the Assignor will not engage in any action that will be of
detriment to the validity of the Domain Names after the
completion of the assignment.
3.2 The Assignee hereby represents and warrants as follows:
3.2.1 the Assignee is a wholly foreign-owned enterprise duly
registered and validly existing under the laws of the PRC.
3.2.2 the Assignee executes and performs this Agreement within its
corporate authority and business scope and has obtained all
consents and approvals of any other third party and government
authority necessary for this Agreement, which shall not be
contrary to any enforceable and effective laws or contracts.
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3.2.3 once this Agreement is duly executed by both parties, it will
constitute a legal, valid and binding agreement of the Assignee
and is enforceable against it in accordance with its terms.
4. Effective Date and Term
This Agreement is duly executed by their authorized representatives as of
the date first set forth above and shall be effective simultaneously.
5. Settlement of Disputes
The parties shall strive to settle any dispute arising from the
interpretation or performance through friendly consultation. In case no
settlement can be reached through consultation within 30 days after one
party asks for consultation, each party can submit such matter to China
International Economic and Trade Arbitration Commission (the "CIETAC"). The
arbitration shall follow the current rules of CIETAC, and the arbitration
proceedings shall be conducted in Chinese and shall take place in Beijing.
The arbitration award shall be final and binding upon the parties and shall
be enforceable in accordance with its terms.
6. Applicable Law
The validity, interpretation and implementation of this Agreement shall be
governed by the laws of the PRC.
7. Amendment and Supplement
Any amendment and supplement of this Agreement shall come into force only
after a written agreement is signed by both parties. The amendment and
supplement duly executed by both parties shall form a part of this
Agreement and shall have the same legal effect as this Agreement.
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8. Severability
Any provision of this Agreement which is invalid or unenforceable in a
jurisdiction due to conflict of law shall, in that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability, without
affecting in any way the remaining provisions hereof in such jurisdiction
or rendering that any other provision of this Agreement invalid or
unenforceable in any other jurisdiction.
9. Appendix
The Appendix referred to in this Agreement are an integral part of this
Agreement and have the same legal effect as this Agreement.
10. Miscellaneous
This Agreement shall be executed in Chinese in duplicate.
IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.
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Domain Name Assignment Agreement
(No Text on This Page)
By: /s/ Wei Hongbin
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The Assignor: Beijing Palmsky Technology Co., Ltd.
Representative: Wei Hongbin
By: /s/ Xiang Songzuo
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The Assignee: Hurray! Times Communications (Beijing) Ltd.
Representative: Xiang Songzuo
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Appendix 1
List of Domain Names
1. x0xx.xxx
2. xxxxx.xxx
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