Sample Business Contracts


Domain Name License Agreement - Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co. Ltd.


                          DOMAIN NAME LICENSE AGREEMENT

     This Domain Name License Agreement (the "Agreement") is entered into as of
May 5, 2004 between the following two parties in Beijing.

The Licensor:    Hurray! Times Communications (Beijing) Ltd.
Legal Address:   Room B 07, Tong Heng Plaza, No.4 Huanyuan Road, Haidian
                 District, Beijing

The Licensee:    Beijing Enterprise Network Technology Co., Ltd.
Legal Address:   Room 826, Huizhong Building, No.1 Shangdi Xijie, Haidian
                 District, Beijing

     WHEREAS, the Licensor, a wholly-owned foreign enterprise registered in
Beijing under the laws of the People's Republic of China (the "PRC"), which owns
certain domain names (as listed in Appendix 1, collectively as "Domain Names").

     WHEREAS, the Licensee, a limited liability company registered in Beijing
under the laws of the PRC, is approved by the relevant governmental authority to
carry on the business of value added telecommunication services;

     WHEREAS, the Licensor agrees to license the Domain Names to the Licensee in
accordance with the terms and conditions set forth herein and the Licensee
agrees to accept the license on the terms and conditions set forth herein;

     NOW, THEREFORE, through mutual negotiations, the parties hereto agree as
follows:

1.   Grant of License

     1.1  The Domain Names

     Upon the terms and conditions hereinafter set forth, the Licensor hereby
     grants a general license to the Licensee to use the Domain Names, and the
     Licensee hereby accepts the general license to use the Domain Names.

     1.2  Scope

     The use of the Domain Names granted by Licensor to Licensee extends only to
     the business operated by Licensee. The Licensee agrees that it will not
     make, or authorize any use, direct or indirect, of the Domain Names by any
     other means, unless there are opposite stipulations in this Agreement.

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2.   Terms of Payment

     The Licensee agrees to pay the Licensor license fees and the specified
     amount of the license fees and the form of payment are set forth in
     Appendix 2.

3.    Goodwill

     The Licensee recognizes the value of the goodwill associated with the
     Domain Names and the relevant rights, and acknowledges that the Domain
     Names therein and goodwill pertaining thereto shall be the sole and
     exclusive property of the Licensor, and that the Domain Names have a
     secondary meaning in the mind of the public.

4.   Confidentiality

     4.1  The Licensee shall protect and maintain the confidentiality of any and
          all confidential data and information acknowledged or received by the
          Licensee by accepting the license of the Domain Names from the
          Licensor (collectively the "Confidential Information"). Upon
          termination or expiration of this Agreement, the Licensee shall, at
          the Licensor's option, return Confidential Information to the Licensor
          or destroy it itself and delete Confidential Information from any
          electronic devices and cease to use them. The Licensee shall not
          disclose, grant or transfer any Confidential Information to any third
          party and will not use the Confidential Information without the
          Licensor's written consent.

     4.2  The parties agree that Section 4.1 shall survive any amendment,
          expiration or termination of this Agreement.

5.   Representations and Warranties

     5.1  The Licensor represents and warrants as follows:

          5.1.1 the Licensor is a company duly registered and validly existing
               under the laws of the PRC;

          5.1.2 the Licensor has the exclusive ownership of Domain Names;

          5.1.3 the Licensee, subject to its business scope and corporate power,
               has taken necessary steps and obtained full authority and all
               necessary consents and approvals of any other third party and
               government to execute and perform this Agreement;

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          5.1.4 the Agreement will constitute a legal, valid and binding
               agreement of the Licensor and will be enforceable against the
               Licensor in accordance with its terms upon its execution.

     5.2  The Licensee represents and warrants as follows:

          5.2.1 the Licensee is a company duly registered and validly existing
               under the laws of the PRC and is a limited liability company
               approved by the relevant governmental authority to carry on the
               business of information services on the value added
               telecommunication of the second category;

          5.2.2 the Licensee, subject to its business scope and corporate power,
               has taken necessary steps to obtain authority and all necessary
               consents and approvals of any other third party and government to
               execute and perform this Agreement;

          5.2.3 the Agreement will constitute a legal, valid and binding
               agreement of the Licensee will be enforceable against the
               Licensee in accordance with its terms upon its execution.

6.   The Licensor's Title and Protection of the Licensor's Rights

     6.1  The Licensee agrees that it will not, during the term of this
          Agreement, or thereafter, attack the title, right of licencing or any
          rights of the Licensor in and to the Domain Names or attack the
          validity of this license.

     6.2  The Licensee agrees to assist the Licensor to the extent necessary in
          the procurement of any protection or to protect any of the
          Licensor's rights to the Domain Names, and the Licensor, if it so
          desires may commence or prosecute any claims or suits in its own name
          or in the name of the Licensee or join the Licensee as a party
          thereto. The Licensee shall notify the Licensor in writing of any
          infringements of the Domain Names that may come to the Licensee's
          attention, and the Licensor shall have the sole right to determine
          whether or not any action shall be taken on account of any such
          infringements.

     6.3  The Licensee further agrees to use the Domain Names only in accordance
          with this Agreement and shall not use the Domain Names in any way
          that, in the opinion of the Licensor, is deceptive, misleading or in
          any way damages such Domain Names or the reputation of the Licensor.

7.   Quality Control

     The Licensee shall use its best efforts to improve the quality of the net
     of Domain Names, in order to protect and enhance the reputation of the
     Domain Names.

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8.   Promotion Materials

     8.1  In all cases where the Licensee makes promotional materials involving
          the net of Domain Names, the production cost of such materials shall
          be borne by the Licensee. All copyrights or other intellectual
          property rights of such materials concerning the Domain Names thereto
          shall be the sole and exclusive property of the Licensor whether
          developed by the Licensor or the Licensee.

     8.2  The Licensee agrees not to advertise or publicize any of the Domain
          Names on radio, television, papers, magazines, the Internet or
          otherwise without the prior written consent of the Licensor.

9.   Competition

     In the event that any of the Domain Names conflict with any of the
     trademarks or domain names used by any of the Licensor's parent
     company or affiliate of the Licensor's parent company at the present time
     or any time in the future, then the Licensor shall have the right to
     terminate the Agreement by a written notice to the Licensee 30 days before
     such termination.

10.  Effective Date and Term

     10.1 This Agreement has been duly executed by both parties' authorized
          representatives as of the date first set forth above and shall be
          effective simultaneously. The term of this Agreement is ten (10) years
          or the date of the expiration of period of validity of the Domain
          Names (which ever is the shorter) unless earlier terminated as set
          forth below. However, the Licensor and the Licensee shall review this
          Agreement every three (3) months to determine whether any amendment to
          the Agreement is necessary after considering the circumstances.

     10.2 This Agreement may be extended one year only if the Licensor gives the
          Licensee its written consent of the extension of this Agreement before
          the expiration of this Agreement. However, the Licensee has no right
          to confirm such extension.

11.  Termination

     11.1 Termination on Expiration.

     This Agreement shall expire on the earlier of the termination date or the
     date when the Licensor's right to grant a license is terminated unless this
     Agreement is extended as set forth above.

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     11.2 Early Termination

     Without prejudice to any legal or other rights or remedies of the party who
     asks for termination of this Agreement, any party has the right to
     terminate this Agreement immediately with written notice to the other party
     in the event the other party materially breaches this Agreement including,
     but not limited to, Sections 6.1, 6.2 and 6.3 of this Agreement and fails
     to cure its breach within 30 days from the date it receives written notice
     of its breach from the non-breaching party. During the term of this
     Agreement, the Licensor may terminate this Agreement at any time with a
     written notice to the Licensee 30 days before such termination.

     11.3 Survival.

     Articles 3, 4, 6 and 16 shall survive after the termination or expiration
     of this Agreement.

12.  Effect of Termination or Expiration

     Upon and after the expiration or termination of this license, all rights
     granted to the Licensee hereunder shall forthwith revert to the Licensor,
     who shall be free to license others to use the Domain Names and the
     Licensee will refrain from further use of the Domain Names or any, direct
     or indirect use.

13.  Force Majeure

     13.1 Force Majeure, which includes acts of governments, acts of nature,
          fire, explosion, typhoon, flood, earthquake, tide, lightning, war,
          means any event that is beyond the party's reasonable control and
          cannot be prevented with reasonable care. However, any shortage of
          credit, capital or finance shall not be regarded as an event of Force
          Majeure. The party affected by Force Majeure shall notify the other
          party without delay.

     13.2 In the event that the affected party is delayed in or prevented from
          performing its obligations under this Agreement by Force Majeure, only
          within the scope of such delay or prevention, the affected party will
          not be responsible for any damage by reason of such a failure or delay
          of performance. The affected party shall take appropriate means to
          minimize or remove the effects of Force Majeure and attempt to resume
          performance of the obligations delayed or prevented by the event of
          Force Majeure. After the event of Force Majeure is removed, both
          parties agree to resume the performance of this Agreement with their
          best efforts.

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14.  Notices

     Notices or other communications required to be given by any party pursuant
     to this Agreement shall be written in English and Chinese and shall be
     deemed to be duly given when it is delivered personally or sent by
     registered mail or postage prepaid mail or by a recognized courier service
     or by facsimile transmission to the address of the relevant party or
     parties set forth below.

     Licensor:   Hurray! Times Communications (Beijing) Ltd.
                 Room B 07, Tong Heng Plaza, No.4 Huanyuan Road, Haidian
                 District, Beijing

     Licensee:   Beijing Enterprise Network Technology Co., Ltd.
                 Room 826, Huizhong Building, No.1 Shangdi Xijie, Haidian
                 District, Beijing

15.  No Assignment or Sublicense by the Licensee

     15.1 This Agreement and all the rights and duties hereunder are personal to
          the Licensee. The Licensee agrees that it will not assign, lease,
          pledge, sublicense, or in any other way transfer the economic benefits
          of the license granted hereby or any portion of the rights included
          therein to any third party without the prior written consent of the
          Licensor.

     15.2 The Licensee hereby agrees that the Licensor shall be able to transfer
          all or any of its rights and obligation under this Agreement to any
          third party at its discretion, and such transfer shall only be subject
          to a written notice serviced to the Licensee by the Licensor, and no
          any further consent from the Licensee will be required.

16.  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 ask 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.

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17.  Applicable Law

     The validity, interpretation and implementation of this Agreement shall be
     governed by the laws of PRC.

18.  Amendment and Supplement

     Any amendment and supplement of this Agreement shall come into force only
     after both parties sign a written agreement. The amendment and supplement
     duly executed by both parties shall be part of this Agreement and shall
     have the same legal effect as this Agreement.

19.  Severability

     Any provision of this Agreement which is invalid or unenforceable because
     of violating the relevant laws in any jurisdiction shall, as to that
     jurisdiction, be ineffective to the extent of such invalidity or
     unenforceability, without affecting in any way the remaining provisions
     hereof.

20.  Appendices

     The Appendices referred to in this Agreement are an integral part of this
     Agreement and have the same legal effect as this Agreement.

21.  Others

     This Agreement is executed in Chinese in two copies.

     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 License Agreement

(No text on this page)


By: /s/ Xiang Songzuo
    -----------------------------------
the Licensor : Hurray! Times Communications (Beijing) Ltd.

Representative: Xiang Songzuo


By: /s/ Wei Hongbin
    -----------------------------------
the Licensee: Beijing Enterprise Network Technology Co., Ltd.

Representative: Wei Hongbin

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                                   Appendix 1

                                  Domain Names

1.   5200.com.cn

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                                   Appendix 2

            Calculation and Payment Method of Domain Name License Fee

     Licensee should pay for each domain name an amount equal to RMB1,000 per
year to Licensor as a license fee. The Licensor has the sole right to determine
whether or not to exempt the Licensee's obligation to pay License fee.

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