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EXHIBIT 4.63 EXCLUSIVE CONSULTING AND SERVICE AGREEMENT

Consulting Services Agreement

EXHIBIT 4.63   EXCLUSIVE CONSULTING AND SERVICE AGREEMENT | Document Parties: LINKTONE LTD | SHANGHAI LINKTONE CONSULTING COMPANY LIMITED You are currently viewing:
This Consulting Services Agreement involves

LINKTONE LTD | SHANGHAI LINKTONE CONSULTING COMPANY LIMITED

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Title: EXHIBIT 4.63 EXCLUSIVE CONSULTING AND SERVICE AGREEMENT
Date: 6/30/2005

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                                                                    EXHIBIT 4.63

 

                   EXCLUSIVE CONSULTING AND SERVICE AGREEMENT

 

This Exclusive Consulting and Service Agreement (this "Agreement") is entered

into on January 1, 2004 by and between:

 

PARTY A: SHANGHAI LINKTONE CONSULTING COMPANY LIMITED ("PARTY A")

Registered address: Building 6, Ganglu Plaza, No. 18 Xizang Zhonglu, Shanghai

 

and

 

PARTY B: SHANGHAI WEILAN COMPUTER COMPANY LIMITED ("PARTY B")

Registered address: 558 Dazhi Xilu, Malu Town, Jiading District, Shanghai

 

WHEREAS:

 

1. Party A is a wholly foreign owned company established and existing under the

laws of the People's Republic of China ("PRC"), owning resources for consulting

and services.

 

2. Party B is a domestic company established in Shanghai under the laws of PRC,

and is permitted to provide information services (not including Internet service

and telephone information service) with the approval from Shanghai

Communications Bureau.

 

THEREFORE, the Parties, after friendly negotiation, hereby agree as follows:

 

Article 1 Consulting and Services: Exclusivity

 

1.1 During the term hereof, Party A shall provide Party B with exclusive

technical and logistical consulting and services.

 

1.2 Party B agrees to accept the consulting and services provided by Party A.

Party B further agrees that, without prior written consent of Party A, Party B

shall not accept consulting and services from any third parties in connection

with the aforesaid business.

 

Article 2 Consulting and Services

 

2.1    Consulting and services provided by Party A to Party B shall include but

are not limited to:

 

2.1.1 The installation, debugging and updating of technology used by Party B.

 

2.1.2 Further development of technology used by Party B.

 

2.1.3 Other supplementary services to technology used by Party B.

 

2.2 Party A shall provide Party B with consulting and relevant services in

connection with marketing and sales, including but not limited to:

 

2.2.1 Party A shall provide Party B with market research and information.

 

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2.2.2 Party A shall provide Party B with market prospects.

 

2.2.3 Party A shall provide Party B with marketing of products, including but

not limited to market planning and advertisement.

 

2.2.4 Party A shall provide Party B with sales services, including but not

limited to sales coordination and after-sale service.

 

2.3 Party A shall provide Party B with consulting and services in connection

with legal, financial and administrative affairs.

 

2.3.1 Party A's legal department shall provide legal services to Party B and

assist Party B in dealing with any and all legal affairs, including but not

limited to litigation and non-litigation affairs.

 

2.3.2 Party A's financial department shall provide financial services to Party B

and assist Party B in dealing with any and all financial affairs, including but

not limited to taxation and settlement affairs.

 

2.3.3 Party A's administrative department shall provide administrative and

logistical services to Party B and ensure the normal operation of Party B.

 

Article 3 Fees and Payment

 

3.1 In consideration of Party A's consulting and services to Party B, Party B

shall pay Party A a lump sum consulting and service fee in the amount of RMB

64,500,000.

 

3.2 Term of payment: Party B shall pay Party A the aforesaid amount prior to

March 31, 2005.

 

3.3 Method of payment: All the amounts that Party B should pay Party A shall be

remitted in RMB to the following account:

 

         Bank:

         Address:

          Bank account:

 

Article 4 Representations and Warranties

 

4.1 Party A hereby represents and warrants that:

 

4.1.1 Party A is a company duly established and existing under the laws of the

People's Republic of China.

 

4.1.2 The execution and performance of this Agreement is within the corporate

power and business scope of Party A; Party A has adopted all necessary corporate

actions and authorization and has obtained consent and approval from all

necessary third parties and government authorities; and this Agreement is not in

violation of the legal and contractual obligations binding on Party A.

 

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4.1.3 Upon execution, this Agreement shall constitute legal, effective, and

binding obligations upon Party A and enforceable according to the terms hereof.

 

4.2 Party B hereby represents and warrants that:

 

4.2.1 Party B is a company duly established and existing under the laws of the

People's Republic of China, and has the right to provide information services.

 

4.2.2 The execution and performance of this Agreement is within the corporate

power and business scope of Party B; Party B has adopted all necessary corporate

actions and authorization and has obtained consent and approval from all

necessary third parties and government authorities; and this Agreement is not in

violation of the legal and contractual obligations binding on Party B.

 

4.2.3 Upon execution, this Agreement shall constitute legal, effective, and

binding obligations upon Party B and enforceable according to the terms hereof.

 

Article 5 Confidentiality

 

5.1 Party B agrees to take all reasonable measures to keep confidential all

confidential materials and information ("Confidential Information") obtained or

accessed by Party B in the course of Party A's exclusive consulting and

services, and shall not disclose, assign or transfer such Confidential

Information to any third parties without Party A's prior written consent. Upon

termination of this Agreement, Party B shall at Party A's request return to

Party A or destroy at its own expense any document, material or software

embodied with Confidential Information, and delete any Confide


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