Ninetowns Digital World Trade Holdings Ltd. Contracts
Sample Business Contracts
Software Development Contract - Beijing iTowNet Cyber Technology Ltd. and Beijing New Take Electronic Commerce Ltd.
Services Forms
SOFTWARE DEVELOPMENT CONTRACT
CONTRACT NO.: ITS20020528
PROJECT NAME: ONLINE DECLARATION SYSTEM
PARTY A: BEIJING ITOWNET CYBER TECHNOLOGY LTD.
PARTY B: BEIJING NEW TAKE ELECTRONIC COMMERCE LIMITED
SIGNING LOCATION: BEIJING MUNICIPALITY
SIGNING DATE: MAY 28, 2002
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TABLE OF CONTENTS
SECTION 1 DEFINITIONS.................................................... 3
SECTION 2 PROJECT CONTENTS AND REQUIREMENTS.............................. 4
SECTION 3 CONTENTS OF CONSTRUCTION PROJECT............................... 5
SECTION 4 SYSTEM DESIGN PROPOSAL......................................... 5
SECTION 5 TRAINING....................................................... 6
SECTION 6 DOCUMENTATION.................................................. 6
SECTION 7 SYSTEM ACCEPTANCE INSPECTION................................... 6
SECTION 8 CONTRACT AMOUNT AND PAYMENT METHOD............................. 8
SECTION 9 QUALITY ASSURANCE.............................................. 8
SECTION 10 SERVICE AND MAINTENANCE........................................ 9
SECTION 11 CONSTRUCTION PERIOD AND CONSTRUCTION PROJECT PROGRESS.......... 9
SECTION 12 FORCE MAJEURE.................................................. 10
SECTION 13 BREACH OF CONTRACT............................................. 10
SECTION 14 CONFIDENTIALITY................................................ 11
SECTION 15 PATENTS AND INTELLECTUAL PROPERTY RIGHTS ("IPR")............... 12
SECTION 16 SOFTWARE COPYRIGHTS AND LICENSES............................... 12
SECTION 17 DISPUTE RESOLUTION METHOD...................................... 13
SECTION 18 CONTRACT MODIFICATION.......................................... 13
SECTION 19 CONTRACT VALIDITY, CANCELLATION AND TERMINATION................ 13
SECTION 20 MISCELLANEOUS.................................................. 14
SECTION 21 SIGNING........................................................ 15
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SECTION 1 DEFINITIONS
Beijing iTowNet Cyber Technology Ltd. (hereinafter referred to as
"iTowNet") hereby authorizes Beijing New Take Electronic Commerce Limited
(hereinafter referred to as "New Take") to undertake the technology development
and construction project implementation for the iTowNet Online Declaration
System. Based on Party A's requirements, Party B will write a requirements
analysis report, a system proposal, compilation codes, and software tests and
provide related technical support, and it will provide Party A with the related
services that are agreed upon in this contract. In accordance with the "Contract
Law of the People's Republic of China" and applicable regulations, and in order
to specify the rights, obligations, and economic responsibilities of both
parties, both parties have agreed through consultation to sign this contract.
The contract terms are specified below:
The terms listed below should have the following meanings in this contract:
1.1 "Party A" refers to "Beijing iTowNet Cyber Technology Ltd.," the client
requesting the technical development of the "iTowNet Online Declaration
System."
1.2 "Party B" refers to "Beijing New Take Electronic Commerce Limited," the
development firm of this "iTowNet Online Declaration System."
1.3 "One contracting party" refers to either Party A or Party B.
1.4 "Both contracting parties" refers to Party A and Party B.
1.5 "The contract" refers to this contract and all of its inseparable
attachments that are part of the contract.
1.6 "The system" refers to the set of applications consisting of the design
proposal, design software, and related hardware and software equipment to
be provided in accordance with the requirements contents that are set
forth in the "Requirements Analysis Report" on the iTowNet Online
Declaration System.
1.7 "Third party software" refers to software outsourced from third party such
as operating systems and databases that are attached to the hardware
equipment or that are essential to the proper operation of the whole
system.
1.8 "Application software" refers to application programs that are to be
developed by Party B to meet Party A's requirements and that will
ultimately be handed over to Party A.
1.9 "Technical documentation" refers to all technical parameters, drawings,
designs, manuals, and other proprietary information that are specified in
the contract and
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to related documents on the calculation, operation, maintenance, and
testing of the system.
1.10 "Technical services" refers to services that are provided in accordance
with the contractual provisions, such as system design, installation
supervision, installation, testing, debugging, inspection, system
operation, maintenance, support and others.
1.11 "Software upgrades" refers to program modifications and corrections that
are performed by Party B, including code changes and alterations of end
user documentation that do not materially change program indices or
constitute version upgrades.
1.12 "Version upgrades" refers to major improvements to the application
programs which are certified by Party B to be new versions. Such
improvements expand, alter, and enhance programs by increasing functions
and performance while retaining the design purposes of the original
programs.
1.13 "The construction site" refers to the system's specific installation and
debugging location as designated by Party A.
1.14 "Training" refers to the principles and the actual operation of the system
installation, debugging, operation and maintenance that are taught to
Party A by Party B, as well as to other related knowledge.
1.15 "The final test" refers to the last test before the system goes into
regular operation. The test contents include the operating stability of
all of the system's hardware and third party software and the stability of
the application software and specially developed software. They also
include completeness of documentation and the suitability of training
progress. After the system passes the final test, it goes into regular
operation.
SECTION 2 PROJECT CONTENTS AND REQUIREMENTS
2.1 The objective of this project is to complete the iTowNet Online
Declaration System and ensure that lawful users of iTowNet can apply for
and obtain over the Internet an Origin Certificate and declare their
imported or exported goods online in a secure, fast and convenient manner.
For the detailed requirements and demands, see the "Requirements Analysis
Report."
2.2 The said system is divided into three parts: exported goods inspection,
imported goods inspection, and electronic Origin Certificate.
2.3 Based on Party A's requirements, Party B will perform certain work such as
writing the requirements analysis report, designing the system proposal,
compiling codes, testing software, and providing technical support.
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2.4 The requirements and indices for this project are as follows:
- Number of simultaneous users: More than 100
- System structure: B/S
- Technology used: J2EE
For the detailed requirements for this project, see the "Requirements Analysis
Report."
SECTION 3 CONTENTS OF CONSTRUCTION PROJECT
The construction project contents that are referred to in this contract should
include but are not limited to the ones listed below:
- System design proposal
- Application software program's design and development
- Support software optimal deployment and application software
deployment
- Testing and acceptance inspection
- Training of Party A's staff
- Provision of technical documentation
- Service and maintenance
SECTION 4 SYSTEM DESIGN PROPOSAL
4.1 Party B promises to draw up a design proposal that meets the project
development requirements based on Party A's needs. After obtaining Party
A's consent, this design proposal will be regarded as the basis for the
development of the said project.
4.2 After the project design proposal is approved by Party A, Party B is not
entitled to unilaterally revise this proposal. If this proposal needs to
be revised upon Party B's initiative, Party A's consent must be obtained.
Moreover, the revised design proposal will be valid only after the revised
design proposal is presented to Party A.
4.3 If this proposal needs to be revised upon Party A's initiative, Party A
should notify Party B in writing, and Party B should draw up a new design
proposal as soon as possible based on Party A's needs and submit it for
Party A's consent. If Party B devotes more than eight hours of staff work
because the revision scope is too large, both parties should determine
through consultation the additional costs that Party A is required to pay.
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SECTION 5 TRAINING
5.1 Party B promises to draw up a training program based on the project
requirements (for details, see the "Training Program"). After obtaining
Party A's consent, such training program will be regarded as the basis for
the training.
5.2 Party B promises to provide technical training to Party A's technicians,
and the time schedule for training will be jointly agreed upon by both
parties.
SECTION 6 DOCUMENTATION
6.1 Party B promises to provide all related documentation (for details, see
the "Provided Documentation List") during the system development process
until the work is completed and pass the acceptance inspection.
6.2 Party B promises to cooperate with Party A at the time of system
modifications or updates and upgrades, and to promptly provide updated or
corresponding documentation.
SECTION 7 SYSTEM ACCEPTANCE INSPECTION
7.1 ACCEPTANCE INSPECTION CRITERIA
7.1.1 Party B promises to be responsible for drawing up the technical
specifications, criteria, and progress plans for the final test of
the system, and for writing a "System Acceptance Inspection
Proposal". After the said proposal is approved and signed by Party
A, it will be regarded as the basis for the final test and for the
phased acceptance inspections of the system. In order to ensure that
the said project is completed in accordance with the predetermined
schedule and quality, Party A is entitled to conduct regular phased
inspections and acceptance inspections of the project, and the
acceptance inspection criteria will be in the "Requirements Analysis
Report" that is jointly signed by both parties. In the inspection
process, if Party A discovers inappropriate issues in the original
requirements, after obtaining the consent of Party B, it may
suitably revise the requirements; if the scope of revision of the
requirements is too large and increases Party B's development
difficulties, Party B is entitled to claim for increased expenses.
7.1.2 Party B consents to the organization by Party A of the relevant team
of experts to conduct the final test of the system, and it promises
to send a representative to cooperate with Party A in the completion
of the project
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acceptance inspection work. For the system's final test criteria,
see the "System Acceptance Inspection Proposal."
7.1.3 Party A agrees to sign the initial test and final test reports with
Party B after the final test work is completed.
7.2 THE FINAL TEST OF THE SYSTEM
7.2.1 If, after the installation and debugging of the application software
is completed and the system enters the test operation stage, the
system operates normally for 15 consecutive days, the application
software programs are stable, the documentation is complete, and
appropriate progress has been made in training, then the system
meets the final test terms. After the end of its test operation
stage, the system can undergo its final test, and Party B will
present a written final test request.
7.2.2 Party A must organize the final test of the system within one week
after receipt of Party B's final test request.
7.2.3 Before the final test, Party B should provide all of the
construction project documentation and the installation test report,
and it should also provide the final test documentation. The final
test may proceed after Party A's consent is obtained.
7.2.4 The final test of the system should be carried out with the
participation of Party A's technicians and in accordance with the
provisions of the "System Acceptance Inspection Proposal," and Party
B's technicians will conduct the specific test work. The test
results should be recorded in detail, and the participating staff of
both parties should sign and certify each item. The entire test
results must be signed by the representatives of both parties.
7.2.5 After the system passes the final test, the "System Final Test
Report" should be signed by the representatives of both parties
within two days after the completion of the test.
7.3 THE SYSTEM'S OFFICIAL OPERATIONS WARRANTY PERIOD
7.3.1 Starting on the day that the final test is passed, the system
automatically enters the official operations warranty period, which
lasts for one year.
7.3.2 During the warranty operations period, upon Party A's request, Party
B's technicians should provide full onsite technical support.
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SECTION 8 CONTRACT AMOUNT AND PAYMENT METHOD
8.1 CONTRACT AMOUNT
Total contract price:
RMB in words: three million;
in figures: [RMB]3,000,000.00.
8.2 PAYMENT METHOD
8.2.1 Within 15 business days after the contract takes effect, Party A
will pay to Party B 10 percent of the total amount, or RMB300,000
(RMB in words: three hundred thousand).
8.2.2 Within one month of the final test of the system, Party A will pay
to Party B 80 percent of the total amount, or RMB2.4 million
(RMB in words: two million four hundred thousand).
8.2.3 Party A will hold 10 percent of the total contract amount, or
RMB300,000 (RMB in words: three hundred thousand), as a quality
security deposit for 12 months. After the project passes the whole
acceptance inspection and the system operates normally and
fault-free for 12 months, the deposit will be paid by Party A to
Party B. If the system malfunctions during the quality security
deposit period, Party B should immediately deal with it onsite.
Party A will recalculate the quality security deposit period from
the date of the repair of the malfunction.
SECTION 9 QUALITY ASSURANCE
9.1 Party B is responsible for providing Party A with technical training and
technical advisory services in order to ensure that the system can operate
in accordance with the stipulated criteria under the conditions of correct
configuration, a good environment, and proper maintenance.
9.2 In the course of the project, Party A should provide Party B with the
necessary operations advice and should coordinate with Party A's relevant
departments so that they provide the necessary support to Party B. When
necessary, Party A should convene the relevant departments to hold an
operation coordination conference in order to ensure Party B's development
progress and development quality.
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SECTION 10 SERVICE AND MAINTENANCE
10.1 Party B promises to draw up a service and maintenance program before the
signing of this contract. After it is approved by Party A, it will be
regarded as the basis for the services and maintenance work.
10.2 Party B promises to provide Party A, during the project implementation
process and after the system goes into operation, with the relevant
services and maintenance work in accordance with the service and
maintenance program.
10.3 After the service and maintenance program is approved by Party A and
certified by both parties, neither party is entitled to revise it
unilaterally (if the maintenance contents need to be revised due to
technical needs, both parties should consult each other and approve the
revisions before the maintenance contents may be revised).
10.4 If the service and maintenance work contents need to be revised due to
Party A's work needs, Party A should notify Party B in writing. Party B
should consult with Party A immediately, draw up a new service and
maintenance program, and submit it for approval by Party A.
10.5 In order to ensure that the said system operates smoothly and safely after
the project development is complete, Party B promises to provide three
years of maintenance service for the project. The response time for a
software maintenance problem is 12 hours, and the response time for a
database maintenance problem is two hours.
10.6 Party B will provide one year of free maintenance service for the project
covered by this contract, and the maintenance period starts after the
acceptance inspection of the system; it provides three years of
preferential technical upgrading services for the provided software
products; and it provides free capacity expansion and upgrading upon Party
A's request.
10.7 After the warranty period, Party B promises to continue to provide Party A
with technical support, and Party A is responsible for paying Party B for
the costs and expenses that are actually incurred.
SECTION 11 CONSTRUCTION PERIOD AND CONSTRUCTION PROJECT PROGRESS
11.1 The construction period of this project is from the construction start
date until the representatives of both parties sign the final test report,
which is projected to be 90 days.
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11.2 The construction start date of this project is the date on which Party A
makes the advance payment to Party B after the contract takes effect.
SECTION 12 FORCE MAJEURE
12.1 Force majeure refers to events such as wars, fires, typhoons, floods,
earthquakes, or other events that both parties jointly hold to be force
majeure events. The confirmation of a force majeure event must be based on
legally valid supporting documents that are provided by an authoritative
body that is jointly recognized by both parties.
12.2 If either party is forced to suspend or postpone the contract performance
due to force majeure event, the contract performance will be
correspondingly delayed, and the postponement period will equal to the
time when the force majeure is in effect.
12.3 The affected party should notify the other party in writing of the
occurrence of a force majeure event as soon as possible.
12.4 After a force majeure ends or is eliminated, the affected party should
notify the other party in writing as soon as possible that the force
majeure event is ended or eliminated.
12.5 If the force majeure event exceeds two months, either party should contact
the other party to resolve the matter of the contract performance. If the
force majeure event exceeds three consecutive months, either party is
entitled to terminate all or part of the contract, and Party B must return
to Party A the amount related to the non-performance of the contract.
SECTION 13 BREACH OF CONTRACT
13.1 If, because of Party B, the system cannot be turned over on schedule as
provided in this contract, Party B will be responsible for paying a fine.
Starting on the scheduled date of delivery of the system, it will pay a
fine of 0.5 percent of the contract price of the delayed goods for every
week of late delivery. Less than one week will be counted as one week, but
the total fine may not exceed 20 percent of the value of the system that
is delivered late.
13.2 If, because of Party A, there is an overdue payment, Party A should pay a
breach penalty to Party B. After two weeks past the deadline provided in
the payment terms of this contract, Party A should pay a late penalty of
0.5 percent of the overdue amount for every week of late payment. Less
than one week is counted as
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one week, but the total penalty may not exceed 20 percent of the amount of
the late payment.
13.3 After the signing of this contract, if the contract performance is
terminated because of Party B, Party B will pay Party A a breach penalty
of 5 percent of the contract amount.
13.4 After the signing of this contract, if the contract performance is
terminated because of Party A, Party A will pay Party B a breach penalty
of 5 percent of the contract amount.
13.5 Excluding force majeure events, if the construction period is delayed due
to what both parties jointly hold to be Party A's fault (such as the
failure to promptly provide the test environment), Party B assumes no
liability.
13.6 Excluding force majeure events, if, due to what both parties jointly hold
to be Party A's fault, a system malfunction occurs and causes a production
loss, Party B assumes no liability.
SECTION 14 CONFIDENTIALITY
14.1 Both parties have unanimously agreed through consultation that, while the
contract is in effect and after the contract is terminated, either party
will keep in strict confidentiality the secret information about affairs,
business, or operations pertaining to the other party and the technical
documentation provided by Party B. Both parties will sign a
confidentiality agreement. Except with the authorization of the other
party or due to the need for related parties to conduct operations,
neither party may disclose any confidential information at any time to any
person. Both parties further agree not to turn over any confidential
information to any person, unless with the written consent of the other
party or due to a reasonable need of one party to fulfill its obligations.
Both parties agree not to copy or transcribe confidential information.
14.2 This clause does not apply to the contents listed below:
(1) Contents that are, when provided, already in the public domain or in
the category of common knowledge;
(2) Contents that are in the public domain through publications or other
reasons (excluding unauthorized actions or negligence), and that
have become common knowledge;
(3) Contents provided by any third party without restrictions, for which
contents the said third party has no express or implicit obligations
to keep confidential;
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(4) Contents that are required by law to be disclosed to any institution
or organization.
14.3 The software that is provided by Party B is not involved in any copyright
disputes. If the use of software that is provided by Party B results in a
copyright dispute, Party B will assume responsibility for all
consequential losses to Party A.
SECTION 15 PATENTS AND INTELLECTUAL PROPERTY RIGHTS ("IPR")
15.1 Both contracting parties should protect patents that appear in the
contract.
15.2 Party B guarantees that neither the equipment nor any part of the
equipment that Party A uses in the contract is subject to claims or legal
proceedings filed by a third party concerning infringements of its
patents, trademarks, industrial designs, or other protected rights.
15.3 Party B holds the entire intellectual property rights to software products
that are provided to Party A, and revisions of Party B's software that are
made by Party B for Party A's current work requirements are applicable
only to this project.
SECTION 16 SOFTWARE COPYRIGHTS AND LICENSES
16.1 COPYRIGHTS
All software developed by Party B in the said project is commissioned for
development by Party A and its software copyrights belong to Party A. In
light of the fact that Party B uses certain proprietary technology in the
development process of this software, Party A is responsible for the
confidentiality of the details of the software. Without the consent of the
other party, neither party may sell, transfer, or disclose the
above-mentioned software, materials, or descriptions to a third party.
16.2 Proprietary technology that is involved in the software is owned by Party
B. The ownership or naming rights to the software are not transferred to
Party A.
16.3 SCOPE OF PERMISSION
Proprietary technology that is involved in the software is protected by
copyright laws and international treaties. Party A may not reverse
engineer, decode, or decompile this part of the software, except where the
law provides that Party B may not prohibit such actions.
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Electronic documentation. Unless otherwise provided, Party A may, in the
reasonable exercise of its rights to use this software, print out the
electronic software documentation that is attached to the software.
SECTION 17 DISPUTE RESOLUTION METHOD
If a dispute arises in the performance of this contract, both parties will
resolve it through consultation. If mutual consultation fails, both parties
consent to its arbitration by the Beijing Arbitration Commission.
SECTION 18 CONTRACT MODIFICATION
18.1 In the event that an authoritative body that is jointly recognized by both
parties provides certification, and both parties jointly confirm that a
force majeure event has occurred and has forced the suspension or
postponement of the contract performance, the contract performance will be
correspondingly delayed, and the postponement time will equal to the time
when the force majeure event is in effect. If the force majeure event
exceeds two months, either party should contact the other party to resolve
the matter of the contract performance. If the force majeure event exceeds
three consecutive months, either party is entitled to terminate all or
part of the contract, and Party B must return to Party A the amount
related to the non-performance of the contract.
18.2 If, excluding force majeure events, certain factors arise in the course of
the implementation of this project that make one party hold that it is
necessary to modify the contract, it must notify the other party in
writing as soon as possible. After obtaining the approval of the other
party through consultation, a new contract must be signed. Otherwise,
neither party is entitled to modify the contract unilaterally.
SECTION 19 CONTRACT VALIDITY, CANCELLATION AND TERMINATION
19.1 The date on which the authorized representatives of both parties sign and
seal this contract is the effective date of this contract.
19.2 The occurrence of any of the circumstances listed below may render the
contract cancelled or terminated:
(1) This contract is valid, and it has been completely fulfilled.
(2) If the force majeure event exceeds two months, either party should
contact the other party, in order to resolve the matter of the
contract performance. If the force majeure event exceeds three
consecutive months, either party
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is entitled to terminate all or part of the contract, and Party B
must return to Party A the amount related to the non-performance of
the contract.
(3) Excluding force majeure causes, both parties jointly agree to an
early cancellation of the contract.
(4) In accordance with the decision of the arbitration agency, the
contract is cancelled or terminated.
SECTION 20 MISCELLANEOUS
20.1 The terms of this contract constitute the entire agreement and
understanding reached by both parties on the subject matter of this
contract, and they shall replace and supersede all previous agreements,
understandings, related documents, and presentations.
20.2 Any revisions of or supplements to the terms of this contract must be made
through written documents signed by the authorized representatives of both
parties to the contract. Revisions or supplements that are jointly signed
by both parties have a legal effect equal to this contract. If they
conflict with the terms of this contract, the revisions or supplements
will prevail. This contract consists of four identical original copies,
and each party keeps two copies.
20.3 Neither party may disclose the contract contents to a third party, unless
the prior consent of the other party is obtained. However, if it is
required to submit this contract to a government department concerned for
approval, the consent of the other party is not required.
20.4 Matters not covered in this contract are all implemented in accordance
with the relevant existing laws of the People's Republic of China.
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SECTION 21 SIGNING
Technology
Party Title (or Name) Beijing iTowNet Cyber Technology Ltd. Contract
A (Signature) Special Seal
Legal or
Representative Lin Dekang (Signature) Official Seal
Authorized
Agent s/ Xu Zhong Hai (Signature) Beijing
Contact Person iTowNet
(Person in Chen Yu (Signature) Cyber
Charge) Technology
5th Floor, Union Plaza, Ltd.
Residence 20 Chaowai Street, Zip [Seal]
(Postal Address) Chaoyang District, Code 100020
Beijing 100020, The
People's Republic of
China
Telephone 65885531-6002 Fax 65885397
Beijing City Commercial Bank, Hongxing
Bank of Deposit Branch
Account No. 400120109056224
Party Title (or Name) Beijing New Take Electronic Commerce Limited Technology
B (Signature) Contract
Legal Special Seal
Representative Wang Shuang (Signature) or
Authorized Official Seal
Agent /s/ Zhang Jing Xiu (Signature)
Contact Person Beijing New
(Person in (Signature) Take
Charge) Electronic
20 Chaowai Street, Commerce
Residence Chaoyang District, Zip 100020 Limited
(Postal Address) Beijing 100020, The Code [Seal]
People's Republic of
China
Telephone 65881038 Fax 65883396
Bank of Deposit China Construction Bank Donghuan
Representative Office
Account No. 2610019855
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Affix Revenue Stamps Here
[Revenue Stamp]
Contract Registration No
0|3|1|1|0|0|3|0|0|0|0|0|7|3| | |
1. Registration Applicant:__________________________________________
2. Registration Materials: (1)______________________________________
(2)______________________________________
(3)______________________________________
3. Contract Type:___________________________________________________
4. Contract Transaction Amount:_____________________________________
5. Technology Transaction Amount:___________________________________
Technology Contract Registration Agency (Seal)
[Seal]
Person in Charge: /s/
December 31, 2002
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