China Unicom Newspace and Global Music International Inc. Wireless Music Cooperation Framework Agreement
China
Unicom Newspace and Global Music International Inc. Wireless
Music Cooperation Framework Agreement
Party
At China Unicom Newspace Communications Ltd. Party
B: Global Music International Inc. dba IMNTV
May
11,2006
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Unicom Newspace and Global Music International Inc.
Wireless
Digital
Music Cooperation Framework Agreement
This
agreement is entered into by two parties:
Party
A: China Unicom Newspace Communications Ltd.
Address:
18 JianguomenNei Da Jie, ▇▇▇▇▇▇▇▇▇ Center, Office Tower,
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Zip
Code 100005
Party
B: Global Music International Inc.
Address:
▇-▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
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Zip
Code: 100022
Chapter
1 About the Agreement
1.1
China
Unicom
Newspace Communications Ltd. (Party A) is a
wholly
owned
subsidiary of China Unified Communications Ltd Unicom).
China Unicom owns the second largest CDMA third
largest GSM wireless network in the world, with approximately 130
Million users, and is forecasted to reach 180 Million users by the end
of
2006. At the present time, China Unicom Newspace is responsible
for the business implementation, promotion, application service,
and content service of the "China Unicom Music Top Chart", and
is
able to leverage the overall strength of China Unicom to develop various value
adding services based on CDMA IX networks (i.e., WAP, Brew,
mobile streaming media, IVRS
Ring
Back Tone, SMS, SMS with attachments,
mobile search, and IM, etc.).
1.2
IMNTV
(Party B) as one of the well known music companies, has a large
collection of artists and owns the distribution rights over a wide collection
of music videos; and IMNTV is continuously pushing out new
music
products and singers, enjoying excellent reputation in the industry
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1.3 Based
on
the above:
Both
parties enter into this agreement, based on the principal of being equal,
mutually beneficial, complementing each other's strength, to develop
and enrich mobile value adding services and to reach the objective
of win-win and advance the Wireless Music Licenses of China
Unicom.
Chapter
Two Objectives of Cooperation
2.1
The
objectives for Party A and Party B is to realize a win-win Partnership,
through the method of joint development of relevant services
and joint market development, to reach the marketing goal of advancing
and promoting the Wireless Music Service of China Unicorn,
2.2 Party
A
and Party B will both leverage existing resources, joint design the
product of China Unicorn Wireless Music Service, systematically conduct
marketing promotion, concentrate promotional resources; promote
the development of a value chain and brand name effect; reach an
overall state of having leading wireless music service value chain, and
increase the size of overall wireless music market, and form a positive
cycle of value integration.
Chapter
Three Content of Cooperation
3.1
Principals
of Cooperation
3.1.1
Principal of Beijing Equal Partners
Party
A
and Party B cooperate on the basis of being equal and mutually
beneficial. It means both parties will use its best resources
to jointly develop the China Unicom Wireless Music service.
3.1.2
Complementing Each Other with Strength
Party
A
owns an excellent wireless channel; Party B owns high
quality music products; combined, both parties form a strong
partnership, which form the basis for creating new channels of music
distribution and sales model, which eventually
will benefit the mass consumers, 3.1.3
Close Partnership Both
parties should work closely together, conducting regular business discussion,
jointly designing the framework and
perfecting the wireless music market, and establishing new music
consumption models.
3.2 Based
on
the current high quality wireless network of China Unicom, and
establishment of 3G networks, Party A and Party B will jointly create
a
brand new digital music consumption model and concept, enabling
music consumption wireless, digitally, and take advantage of the
anytime anywhere nature of mobile networks, to create a large new
market for music industry.
3.3 Based
on
the resources of each party, the cooperation will have the following
responsibility assignment
3.3.1
Party A is responsible for providing and maintaining the relevant mobile value
added service business platform including
the necessary software and hardware, which arc applicable to the OSM and CDMA
mobile communy networks
of China Unicom. Party A is responsible for ensuring
the availability and accessibility of the legal music content
in the agreement on this mobile value added service business
platform,
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3.3.2 Party
A
shall provide Party B a periodic report on the statistics of
music
content use.
3.3.3 Party
B
shall provide Party A proof of copyright and distribution
right for the provided music.
3.3.4.
Party B must work to create music works (in formats) according
to the technical specification of the Party A Value Added
Services Platform.
3.3 Party
A
and Party B will have regular meetings, discussing how to best leverage
each others' resources, how to promote the brand of China Unicom
Wireless Music brand name in the market, increase the popularity
of the brand name amongst targeted consumer base, and jointly identify new
artists, organize various forms of music contests, and
work
to establish the leadership position and the best market effect.
3.4 Party
A
and Party B will conduct wireless eCommerce sales based the development
conditions of electronic commerce.
3.5
Both
parties will conduct broad joint promotion of including
but not limited to:
3.5.1 Special
products specifically designed for wireless music, content
development and creative designs.
3.5.2 Planning
and execution of large-scale outdoor promotional activities.
3.5.3 Public
relations news and large-scale PR activities.
3.5.4 Media
coverage of brand name promotion.
3.5.5 Market
survey of targeted consumer groups, and in depth analysis.
3.6 Copyright
Management
Both
parties shall establish a good framework for rights management.
3.6.1
Party A will provide Party B its proprietary digital rights management
systems (DRM) on its value added service platform,
to ensure the intellectual property of Party B, and will
assist Party B in eradicating piracy which exist to some degree
on
Party A's network.
3.6.2
Party B must guarantee that it own the proper intellectual property
rights to the music works and provide proof; all disputes
resulted from the lack of proper responsibility/liability
of Party B.
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3.7 First
Use
Rights of Music Works
Party
B
shall provide Party A with the first priority with its newest high quality
music
works, meaning Party A shall have higher priority over other channels of Party
B
to use the music works.
Chapter
Four Other Important Matters
4.1 This
agreement is a framework agreement, which is a principal guideline for the
parties' cooperation. Specific terms of the cooperation, structure of
cooperation, revenue share structure, will be determined by entering into an
Execution Agreement within 10 days after signing this agreement by Party A
and
Party B.
4.2
Party
A and Party B agree to start trial use of the China Unicom Wireless Music
services by the end of June, 2006.
Chapter
5 Confidentiality
5.1
Without the written consent of the other party, no party shall disclose the
business information, trade secrets (including but not limited to cooperation
music content, product information, plan and material market promotion, research
reports, etc.) to any third party part of this agreement.
5.2
Restrictions of 5.1 do not apply to the following information:
1)
information that has already entered the public domain, and does not violate
this agreement.
2)
information obtained legally under mutual authorization by both parties.
3)
Information received by a party through legal means prior to signing
this
agreement.
4) Information
created independently by a receiving party.
5)
Information
required to be disclosed under the law by Security Exchange
Commission, other government authorities, and monitoring
authorities. The party disclosing the information shall use
its
best effort in ensuring that the receiving party ensures the confidentiality,
and only use the received information for the above-mentioned
purposes, and no other purposes.
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Breach
of Contract and Dispute
6.1 Parties
of this agreement shall strictly obey the terms and conditions of this
agreement. If one party causes economical interests of the other party
or
causes the discontinuing of the agreement by not executing its responsibilities,
it is considered a breach of contract.
6.2 In
case
the breach of contract caused social or economical loss for the other
party, the party suffering loss has the rights to ▇▇▇ the breaching party,
demand remedy and compensation for its losses and has the rights to terminate
this agreement.
6.3
If
any
disagreement or disputes arise, both parties should use best effort
to
settle
the differences based on a cooperative and sincere spirit If the parties
fail to negotiate a settlement, both parties have rights to request the
arbitration by Beijing Arbitration Committee. The outcome of arbitration
will be final, and has restriction power against both parties
6.4 The
terms
and conditions of this agreement is in accordance to the applicable
laws and regulations of the People's Republic of China.
Term
and Others
7.1 The
agreement will take effect upon signing by the legal representative of both
parties. Signing date and stamp date maybe different, the latest date is the
starting date of contract. The term of this agreement takes effect starting
with
the signing date, and ends on 6. 30. 2007. The parties must discuss to decide
whether to renew the contract within 30 days prior to expiration.
7.2 Other
uncovered conditions and matters can be entered into an amendment upon
mutual agreement. If there is any discrepancy between the amendment
and this agreement, the terms and conditions of this agreement
overrides.
7.3 This
agreement has 4 copies. 2 copies for each party.
Each copy has equal
legally binding power.
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| Party A: China Unicom Newspace Communications Ltd. | Party B: Global Music |
| Signature: /s/China Unicom Newspace Communications Ltd. | Signature: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| China Unicom Newspace Communications Ltd. | ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| EVP & Director | |
| Date June 9, 2006 | Date May 11, 2006 |
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