INCREASE SALES CORPORATE Agreement
Exhibit
10.12
Agreement
Version: GD20060410
This
agreement was signed by both parties in GZ on May 17th,
2007
A:
CHINA NETCOM (“CN”)
B:
Guangzhou TCOM Computer (“GZ Subaye”)
Both
parties need to guarantee the following rules:
Chapter
1: Agreement Description
1.
|
CN
is an internet provider and need to provide the internet
sockets.
|
2.
|
GZ
Subaye is a telecommunication company and provides customers possible
services to increase the sales.
|
3.
|
CN
needs to provide GZ Subaye the sales platform and necessary
resources.
|
4.
|
CN
needs to provide any hardware or internet resources that required
increasing the sales of telecommunications. GZ Subaye is guarantee
to ONLY
use the platform, hardware, and resources that provided by CN to
increase
its sales.
|
5.
|
In
the Agreement:
|
A) |
CN
provided the customer service system based on this agreement, the
customer
service center # is 10060
|
B) |
GZ
Subaye provides the FAQ department for this agreement, and needs
to take
care of CN’s customer services.
|
C) |
Place:
GZ
|
D) |
Stages:
|
a)
|
Testing
Period:
|
1. |
Both
parties agreed on doing the testing on sales for a certain period
of
time.
|
CN
Telecommunication Platform
|
GZ
Subaye Services Contents
|
Term
|
Broadcast
webcam Subaye Channel
|
Subaye
Entertainment Channel
|
2007-5-10
to 2007-7-9
|
2. |
Within
the Testing Period, CN is responsible on any problems or damages
caused by
its platform. GZ Subaye is responsible on any problems or damages
caused
by its telecommunication services.
|
3. |
Within
the Testing period, GZ Subaye is free to use by the CN’s customers. If the
testing period works fine and the agreement signed by both parties,
it
becomes the official business running
period.
|
b)
|
Official
Business Running Period:
|
In
this
period, both parties need to follow every rule that stated in this
agreement.
Chapter
2: Partnerships
1.
|
GZ
Subaye needs to have the permission and ability to increase the
telecommunication sales. GZ Subaye needs to provide the following
licenses
or approvals:
|
a) |
Business
Opening License
|
b) |
Increase
sales telecommunication sales
license
|
c) |
Bank
Account opening approval
|
d) |
Other
approvals that acquired by CN
|
2.
|
GZ
Subaye needs to explain the detail to CN about its marketing
plans
|
3.
|
GZ
Subaye needs to follow the management rules that provided by CN,
CN has
the rights to modify the management
rules.
|
Chapter
3: Payments
1.
|
Any
membership fees and advertisement fees that acquired by GZ
Subaye
|
2.
|
GZ
Subaye membership fees are acquired by GZ Subaye and split with CN
as 6:4
ratios.
|
3.
|
Advertisement
fees are acquired by whoever has the clients and split with the other
as
6:4 ratios.
|
4.
|
Doing
account balance every quarter by both
parties.
|
5.
|
Both
parties need to record the data in order to split the money in right
ratios.
|
6.
|
The
records rely on GZ Subaye’s records if the differences are within 5%. If
over 5%, both parties need to negotiate for the problem
solving.
|
7.
|
GZ
Subaye needs to send records to CN every 15th
of
the months. CN needs to confirm the records within 5
days.
|
8.
|
After
records confirmations, GZ Subaye needs to pay CN by Wire Transfer.
CN
needs to provide receipts or invoices to GZ
Subaye.
|
Chapter
4: Customer Services
1.
|
Customer
Services
|
a) |
Customer
services are provided by GZ Subaye and take care of any problems
through
the customer services
|
b) |
GZ
Subaye provides FAQ, complains and make sure the clients are
satisfied.
|
c) |
Any
customer services problem received by CN need to transfer to GZ
Subaye.
|
2.
|
Customer
Services System
|
a) |
GZ
Subaye provides long-term, stable, fast, high efficiency customer
services.
|
b) |
GZ
Subaye supposes to provide 24hours, 7 days a week customer
services.
|
c) |
GZ
Subaye needs to response to any complains in 2 hours and solve the
problem
in 48 hours until customer is satisfied with the
result
|
d) |
GZ
Subaye needs to guarantee the phone call access rate will not lower
than
95%
|
3.
|
Customer
Services Contents
|
GZ
Subaye’s customer representatives need to familiar with any products that
provided by GZ Subaye (Payments, Description, Price, What is this product use
for, etc.)
Chapter
5: Marketing
In
order
to make sure both parties will make profits, both parties have the
responsibility to marketing the products for the sales services.
Chapter
6: China Netcom Responsibilities and Obligations
RIGHTS:
1.
|
CN
has the rights to receive payments on providing internet resources,
platform, etc.
|
2.
|
For
the clients, CN has the rights to upgrade anything, but needs to
have a 5
days notice before modification
|
3.
|
CN
has the rights to determine any new businesses that added by GZ Subaye
within 10 days
|
4.
|
CN
has the rights to know anything in the line of
businesses.
|
5.
|
CN
has the rights to do the packaging of the businesses that provided
by GZ
Subaye, but prices need to determine by GZ
Subaye
|
6.
|
If
any problems caused by GZ Subaye, CN has the rights to terminate
this
agreements.
|
7.
|
CN
has the rights to add brands in the advertisements that
incorporated.
|
RESPONSIBILITIES:
1.
|
CN
provides platform, internet resources, etc. to GZ
Subaye
|
2.
|
CN
provides technical supports to GZ Subaye for preparing testing
period.
|
3.
|
CN
needs to guarantee on the maintenance of platform and other related
hardware.
|
4.
|
CN
needs to transfer any customers’ calls to GZ Subaye within 1 business day
and GZ Subaye needs to solve the problem within 3 business
days.
|
5.
|
CN
needs to provide allow GZ Subaye to retrieve any information on the
server
so that GZ Subaye can check the working conditions
immediately.
|
6.
|
Under
certain condition, both parties need to be
participated.
|
7.
|
If
CN were terminated this agreement, CN still needs to provide services
to
GZ Subaye for a month.
|
Chapter
7: GZ Subaye Responsibilities and Obligations
RIGHTS:
1.
|
GZ
Subaye has the rights to build or construct any related platform,
hardware, etc.
|
2.
|
GZ
Subaye has the rights to provide customers’ services through CN’s
platform
|
3.
|
GZ
Subaye has the rights to determine the services charge on every product
they provided
|
4.
|
GZ
Subaye has the rights to to retrieve any information on the
server
|
5.
|
GZ
Subaye has the rights to do the marketing to expand the
sales.
|
RESPONSIBILITIES:
1.
|
GZ
Subaye needs to responsible its customer service systems and not
to cause
damage to CN’s platforms
|
2.
|
GZ
Subaye needs to provide any upgrade or maintenance on the products
they
provided
|
3.
|
GZ
Subaye guarantee not using CN’s platform doing any businesses not stated
on this agreement.
|
4.
|
GZ
Subaye needs to follow any orders provided by CN under emergency
situation
|
5.
|
Based
on the products, GZ Subaye needs to provide any information that
customers
want to know
|
6.
|
GZ
Subaye needs to take care of the final customer services that cannot
be
solved by CN
|
7.
|
GZ
Subaye needs to provide more customer representatives if there are
heavy-volume calls.
|
8.
|
GZ
Subaye has the rights to have any information for the businesses
between
the parties
|
9.
|
GZ
Subaye is responsible for the marketing and branding requested by
CN
|
10.
|
If
GZ Subaye were terminated this agreement, GZ Subaye still needs to
provide
services to CN for a month.
|
Chapter
8: BOTH PARTIES’ RESPONSIBILITIES
1.
|
Both
parties are responsible for the marketing and
sales
|
2.
|
Both
parties are responsible for their own investment and technology
development
|
3.
|
Both
parties are responsible for their own tax
bills
|
Chapter
9: Authority Transfer
Authority
Transfer to a third-party needs to be agreed by both CN and GZ
Subaye.
Chapter
10: Confidential
1.
|
Both
parties cannot leak any information about this agreement to a
third-party
|
2.
|
This
confidential rule is still effective for x years, even this agreement
has
been terminated.
|
Chapter
11: Penalties Responsibility
1.
|
Both
parties are subjected to a penalty by their own if not followed the
rules
in this agreement
|
2.
|
If
GZ Subaye does not pass the “incorporate sales law”, CN has the rights to
terminate this agreement
|
3.
|
GZ
Subaye are responsible to anything that has problems with
copyrights
|
4.
|
If
GZ Subaye has any actions that caused damage to CN, CN has the rights
to
terminate this agreement
|
Chapter
12: Non-Responsible
1.
|
If
anything happened non-responsible and caused one party cannot follow
the
rules on this agreement, it needs to notify other party within 48
hours.
|
2.
|
If
anything happened non-responsible and caused one party cannot follow
the
rules on this agreement, the other party has the rights to terminate
this
agreement
|
Chapter
13: Changes on Agreement
1.
|
If
the country laws has been changed, both parties can discuss on change
of
agreement
|
2.
|
Any
modification on this agreement needs to be agreed by both
parties
|
3.
|
Any
modification on this agreement needs to be in written documents and
signed
by both parties.
|
Chapter
14: Problem Solving and Laws
1.
|
Use
the Laws in China Republic to solve any
problems
|
2.
|
If
problem cannot be compromised, it needs to determine by the judges
in the
court
|
Chapter
15: Power of this Agreement
1.
|
If
any rules in this agreement become illegal, the other legal rules
are
still effective.
|
2.
|
Anything
that needs to be on this agreement have to discuss by both
parties
|
3.
|
This
agreement starts from the signed date and terminates on
2008-5-26
|
4.
|
Both
parties has the copies of this agreement and both agreements are
legal.
|