EXHIBIT 10.11
COOPERATION AGREEMENT
by and between
SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
and
QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED
MAY 3, 2004
COOPERATION AGREEMENT
This COOPERATION AGREEMENT ("AGREEMENT") is made and entered into on May 3, 2004
by and between the following parties:
PARTY A: Shanghai Run An Lian Information Consultancy Company Limited, a
limited liability company duly organized and validly existing under the
laws of the People's Republic of China, with its registered address at
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇; and
PARTY B: Qianjin Network Information Technology (Shanghai) Company Limited, a
Sino-foreign joint venture duly organized and validly existing under
the laws of the People's Republic of China, with its registered address
at Suite 2307 Lucky Mansion, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS:
1. Party A is a company specializing in the provision of human resources
services, which has obtained a Shanghai human resources service license
and is qualified to provide human resource service, including online human
resource service and Internet content provision service; Party A currently
owns and operates a website specializing in the provision of Internet
human resource service, i.e., ▇▇▇.▇▇▇▇▇.▇▇▇ ("HR Website");
2. Party B is a company with the software technology, multi-media technology
and Internet system technology, specializing in the design and production
of Internet advertisement with a advertising license for publishing
Internet advertisement on HR Website; and
3. Party B has certain customer resources, and such customers need the
technical and consulting services and human resource service in connection
with recruitment. Party B is capable of providing such technical and
consulting services, and holds a license to publish Internet
advertisement. Due to fact that Party B no longer provides any human
resource service, Party B intends to engage Party A and Party A intends to
be engaged by Party B to provide relevant human resource service and to
provide services in connection with publishing information on the HR
Website to Party B's customers.
NOW THEREFORE, Party A and Party B hereby agree on the following terms and
conditions and agree to perform this Agreement according to such terms and
conditions:
ARTICLE 1 GENERAL PRINCIPLE OF SERVICES
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Party A shall provide to the customers of Party B human resource service and
services of publishing information through the HR Website relying on its
qualification to provide human resources services and the HR Website; Through
its Internet technology, Party B shall provide technical and consulting services
with respect to the development, construction, and maintenance of the HR
Website, and shall provide the technical and consulting services related to the
human resource services at the special request of the customers.
ARTICLE 2 SERVICES AND OBLIGATIONS OF PARTY A
Party A, together with Party B, shall enter into a Three Party Service Agreement
with the recruiting company ("Customer"), and Party A shall conduct the
following:
1. liaison with the Customer, collecting background information and hiring
criteria from the Customer, and prepare hiring plans;
2. searching for qualified candidates for the Customers, communicating with
the candidates, and arranging negotiation, interview, and execution of
employment contracts and other matters between the Customers and the
candidates; and
3. publishing recruiting information and advertisement bar of the Customer
and creating a hyperlink between the advertisement bar and the recruitment
page of Customer's website.
In the event that Party A breaches this Agreement and causes the breach of the
Three Parties Service Agreement by and among Party A, Party B and the Customer
or other similar agreement , then Party A shall be responsible for the
settlement of disputes with the Customer, compensate the Customer for any losses
and hold Party B harmless from such breach.
ARTICLE 3 SERVICE FEES
For the purpose of this Agreement, Party B shall pay service fees to Party A.
The service fees shall be settled quarterly, which shall be paid within 45 days
following the end of each quarter. Service fees shall be the amount of the
direct operation costs incurred in the previous quarter plus 5% of such
operation costs, provided that the service fees shall not exceed RMB300,000 per
quarter. If it is shorter than three months at the time of fee settlement, the
service fees shall be calculated based on the actual days involved and in
accordance with the same formula as set out in this provision.
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ARTICLE 4 COPYRIGHT OWNERSHIP
The ownership of the intellectual property rights of Party A and Party B arising
from or in connection with the cooperation shall be determined as follows: Party
B owns the copyright for the database software and other relevant software
designed by Party B, and the intellectual property rights of and any other
rights derived from the results of development and research through the research
and development under this Agreement and other agreements entered into by both
Parties shall be owned by Party B, including without limitations the right to
apply for patent, copyright for the software, technical documents and technical
information as the carrier or other intellectual property rights, and the right
to license the foresaid intellectual property rights to other parties or to
transfer the foresaid intellectual property rights.
ARTICLE 5 TERM AND TERMINATION
5.1 This Agreement shall become effective from the date of execution hereof by
the respective authorized representatives of Parties with the company
seals of the Parties affixed hereto, and shall remain effective for ten
(10) years.
5.2 During the term of this Agreement, in the event of breach of this
Agreement by any Party, the other Party may terminate this Agreement by
written notice if the breaching Party fails to cure the breach within
fourteen (14) days of the receipt of the written notice from such other
Party.
5.3 This Agreement may be extended to any term agreed by the Parties in
writing.
ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT
6.1 In the event of default by any Party hereto on its obligations provided in
this Agreement, the defaulting party shall, upon the receipt of a written
notice from the non-defaulting party requesting the correction,
immediately refrain from such default and shall compensate the
non-defaulting Party for all losses and damages thus caused to the
non-defaulting party within fourteen (14) days of the notice. Should the
defaulting party continue the breach or fails to perform its obligations,
the non-defaulting Party shall have the right, in addition to the right to
claim for compensation for its losses due to such beach of contract, to
the early termination of this Agreement.
6.2 In the event that the Parties hereto are both at fault, then they shall
bear the respective liabilities for the breach in accordance with the
actual faults committed by parties.
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ARTICLE 7 WAIVER
7.1 Except for the obligation of compensation provided herein, no Party shall
be liable for any contingent, consequential, special or punitive damages
or other damages of the other Party arising from or in connection with
this Agreement, whether or not alleged to be the result of contracts or
infringement (including negligence or strict liability), or other
circumstances, and whether or not the other Party has been informed of the
possibilities of such damages to such other Party.
7.2 The rights and obligations under this Agreement shall apply to the
respective successors, permitted assigns e, executor, and manager of both
Parties to the extent possible. Any Party may transfer the services which
it shall provide under this Agreement to any of its affiliates or
successors, regardless whether such succession results from merger,
acquisition, asset purchase or other circumstances.
7.3 The invalidity, nullity and unenforceability of any provision hereof shall
not affect or prejudice the validity, effectiveness and enforceability of
other provisions hereof. However, the Parties hereto shall cease the
performance of such invalid, null and unenforceable provision and shall
amend such provision only to the extent that it will be valid, effective
and enforceable with respect to such specific facts and situations in a
manner that most closely reflect the original intentions of such
provision.
7.4 Any allowance, grace period and deferred exercise of the rights entitled
under this Agreement granted by one Party in connection with the other
Party's default or delay shall not be deemed as a waiver by such Party of
its rights and shall not prejudice, affect or restrict any of the rights
which such Party shall be entitled to under this Agreement and relevant
PRC laws and regulations.
ARTICLE 8 NOTICE
All notices hereunder shall be either delivered by personal delivery or via
facsimile or registered airmail. A notice, if sent via registered airmail, shall
be deemed to have been serviced on the fifth day of the dispatch of the
registered mail, or if sent via facsimile or by personal delivery, shall be
deemed to have been serviced on the date immediately following the date of the
dispatch or transmission. If a notice is sent via facsimile, the original copy
shall be sent via registered airmail or by personal delivery after the
transmission.
ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW
9.1 The execution, effectiveness, performance and interpretation of this
Agreement shall be governed by the laws of the People's Republic of China.
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9.2 Any disputes arising from or in connection with the execution,
performance, interpretation and dispute settlement of this Agreement shall
be settled by both Parties through friendly consultations. If Parties fail
to settle the disputes through friendly consultations, either Party may
submit the dispute to China International Economy and Trade Arbitration
Commission (hereinafter referred to as "CIETAC") for arbitration in
Beijing in accordance with the then applicable arbitration rules of
CIETAC.
9.3 During the arbitration, the Parties shall continue to perform their
obligations under this Agreement not subject to the arbitration.
9.4 The arbitral award shall be final and binding upon the Parties.
ARTICLE 10 MISCELLANEOUS
10.1 This Agreement may not be revised, modified, supplemented or dissolved
unless by written agreements between the Parties signed by the authorized
representatives.
10.2 Appendixes attached to this Agreement shall be an integral part of this
Agreement. The Parties may, from time to time, revised, add to or adjust
the Appendixes hereto during the term of this Agreement.
10.3 This Agreement is written in Chinese in two counterparts, with each Party
holding one counterpart.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives on the date and year first
written above.
PARTY A: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED
SIGNED BY: ___________________
AUTHORIZED REPRESENTATIVE:
TITLE:
PARTY B: QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED
SIGNED BY: ___________________
AUTHORIZED REPRESENTATIVE:
TITLE:
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