Exhibit 10.29
China Mobile And Monternet WAP
Service Providers
Cooperation
Agreement
Party A: China Mobile Communications
Corporation
Party B: Beijing Sohu Online Network Information
Service Co., Ltd.
Upon the principal of equality and mutual
benefit and after friendly consultation, the parties agree to
establish cooperation relationship, and hereby execute this
Agreement to regulate the rights and obligations of the parties in
the cooperation. This Agreement is equally binding upon the
parties.
I. Cooperation Principles
The parties shall carry out loyal cooperation in
mobile data WAP in the principle of mutual benefit and win-win
strategy, the parties shall diligently perform this Agreement and
actively coordinate with the efforts of the other party.
II. Cooperation Project
Party A shall provide the network platform and
communication services as the network operator, and provide Party B
with the Monternet WAP business specification and interfaces
technical specification; Party B, as the service provider, shall
develop/provide the application contents services based on the
above specification. After the test and approval of Party A, the
contents furnished by Party B shall be connected into the WAP
primary station of the Monternet at the URL address of
http://wap.monternet.com . The project has started from
December 1, 2002, with the mutually agreed period starting from
December 1, 2002 to December 31, 2003.
III. Mutual Responsibilities
3.1 Obligations of Party A
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3.1.1
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Party A shall
promote/market Monternet WAP website via various media under its
control to attract more accesses to the website.
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3.1.2
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Party A shall
provide Party B with the WAP interface technical specification and
support to ensure successful connection of Party B with WAP primary
website of Party A.
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3.1.3
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As requested by
Party B, Party A shall provide necessary training.
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3.1.4
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With the
interface of Party A WAP firewall and Party B as the boundary,
Party A shall service all facilities of its side to ensure normal
performance and service provision.
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3.1.5
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Party A shall
furnish, on the Monternet WAP primary website, the application
services furnished by Party B after the test of Party A.
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3.1.6
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Party A shall
take charge of the routine maintenance of WAP primary website, and
undertake the technical troubleshooting due to the causes of Party
A to ensure the normal service provision.
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3.1.7
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Party A shall
provide the network port services to Party B free of charge, and
help Party B to integrate the application services into the WAP
primary website.
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3.1.8
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Party A shall
define the WAP business indexes, completely/accurately inform Party
B of such indexes, and allow Party B to realize such indexes within
the reasonable period.
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3.1.9
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Party A shall
take charge of the user registration, log-on, certification and
authentication, and feedback the data to Party B.
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3.1.10
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Party A shall
record the access volume on Monternet WAP primary website, and
provide Party B the above records as requested.
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3.1.11
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In
consideration of the services of Party B on Monternet WAP primary
website, Party A shall charge the customers of Party A in use of
Party B services based on the billing data furnished by Party B,
and settle the payment with Party B as per article 6
hereunder.
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3.1.12
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Party A shall
provide the customer inquiry and complaint services, settle
customer complaints, and immediately undertake the troubleshooting
arising out of Party A fault like the network, gateway and
operation platform; in case of any failure due to the fault of
Party B, Party A shall promptly inform Party B thereabout and
require prompt settlement.
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3.2 Obligations of Party B
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3.2.1
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Party B will
use the media under its control (including Websites, WAP website,
press and TV) to help China Mobile to promote the application
services on Monternet WAP primary website (wap.monternet.com) and
the primary website to attract more users to access the website and
consume the services. Party B will promote the Monternet WAP
services in the name of Party A or its business names subject to
written confirmation of Party A; without the written consent of
Party A, Party B shall not promote any services other than
Monternet WAP services on the media in the name of China Mobile and
Monternet.
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3.2.2
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Party B shall
provide WAP application server, application software, information
source, application dedicated data line and other necessary
facilities for the cooperation project, and ensure the normal
operation of above facilities as required by Party A.
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3.2.3
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Party B shall
actively coordinate with Party A’s interface test, and ensure
connection with Monternet WAP primary website according to WAP
business specification and interface technical specification of
Party A.
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3.2.4
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With the
interface of Party A WAP firewall and Party B as the boundary,
Party B shall service all facilities of its side to ensure normal
performance and service provision.
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3.2.5
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Party B must
ensure the compliance with the network performance indexes below,
Party A shall conduct the test of the indexes and record the test
data:
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(1)
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On-busy
connection success rate not below 98%;
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(2)
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Network latency
(loop latency from WTBS PING SP server) not over 100ms;
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(3)
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SP response
latency (latency from WTBS request to WTBS response receipt) not
over 500ms.
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3.2.6
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Party B shall
promptly eliminate application service failures attributable to
Party B, and take concrete measures to avoid such failures in the
future. Party B shall be liable for any economic loss incurred to
Party A or Party A’s WAP users due to the fault of Party
B.
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3.2.7
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Party B shall
undertake the negotiation and business agreement with the direct
providers of application service contents. Party B shall ensure
that the information and service furnished by Party B do not
violate application policies, laws and regulations, nor infringe
consumer interests and IPR of any third party. Party B shall
approve and get online any updated information and contents, and be
legally liable therefor. Party B shall be liable for any lawsuit
thus incurred.
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3.2.8
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Party B must
ensure that the users can freely consume its services on Monternet
WAP primary website of Party A, without the consent of Party A,
shall not require the users logging on Monternet WAP primary
website of Party A to undergo registration and authentication, nor
require the users to register first in any place other than
Monternet WAP primary website of Party A.
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3.2.9
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Party B shall
ensure to provide the contents valuable to the users, and upgrade
the contents regularly.
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3.2.10
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Without written
consent of Party A, Party B shall not provide other services
unauthorized by Party A to Party A’s users on WAP website of
Party A.
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3.2.11
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Party B shall
not provide the application service contents furnished to Party A
to other communications operators or WAP website, regardless of the
transmission/carrying model of the application services. Otherwise,
Party A is entitled to terminate Party B’s application
services on Party A’s WAP primary website, and terminate the
settlement with Party B accordingly.
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3.2.12
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Party B shall
not provide the premium services furnished by Party A on the WAP
website of Party B or other websites, otherwise, Party A is
entitled to terminate Party B’s application
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