Agreement No.: 2003002
Cooperation Agreement
on
The Construction of Book
Information Resources of
“
www.csoll.com ” Website
Party A:
Zhongshang Xinhua Books Networks Co.,
Ltd.
Party B:
Today’s Teachers Technology and
Culture Ltd.
1.
Purpose of Cooperation
In order to facilitate the libraries of
China’s educational institutions and elementary and secondary
schools to share book information resources so that more teachers,
students and parents can benefit from online book information
resources, to jointly develop the education market of
“ www.csoll.com
” website, the Parties agreed on
the following regarding the construction of book information
resources of “ www.csoll.com ” website.
2.
Contents, Method and Conditions of
Cooperation
2.1
Contents of Cooperation
2.1.1
The Contents of cooperation is the
construction of book information resources of “
www.csoll.com ” website.
2.2.
Method of Cooperation
2.2.1
Party A will provide Party B with online
information resources.
2.2.2
Party B will use Party A’s service
platform to solicit unified orders from its member organizations on
a regular basis.
2.2.3
Party A shall be responsible for opening
the book information provided on its service platform to
“ www.csoll.com
” website, assisting Party B with
book purchase and delivery on Party A’s platform. Party B
shall have plenary responsibility for the specific requirements for
book purchase resource information, long-term planning and
construction, and operations of “ www.csoll.com ” website.
2.2.4
Party A will be responsible for
developing the software that interfaces with both party’s
websites and for sharing book information resources, it will also
be responsible for developing book online transaction management
system. It will be compensated for such developments. Party B will
be responsible for assisting Party A in completing the interface of
both party’s websites, it will also provide the business
requirements for book online transaction management
system.
2.3
Conditions for the Parties’
Cooperation
2.3.1
Party B will be Party A’s sole
agreed legal operator for book information supply in China
Education sector. Party A shall not supply China Education sector,
or cooperate with any third party that has similar or same
information or service business as Party B.
2.3.2
Party B will use Party A’s platform
to solicit unified orders from publishing houses and whole-sellers.
The distribution of profits from this business will be specified in
supplementary agreement.
2.3.3
The two parties will make supplementary
agreement regarding the construction plan and division of
responsibilities during their cooperation of constructing book
information resources of “ www.csoll.com ” website. The agreement will be an inseparable
part of this agreement, and bear equal legal effect.
3.
Rights and Obligations of the Two
Parties
3.1
Obligations of Party A
3.1.1
During the business operations of
“ www.csoll.com
” website, Party A has the
obligation to ensure the legality of its service platform
operations and the operability of its technology and
services.
3.1.2
Party A has the obligation to ensure that
the book information provided on its service platform and the
business activities it engages in are in conformity to the state
laws and regulations, it also takes full political and economic
responsibilities for the operations of its service
platform.
3.1.3
In Party A’s business operations,
if it involves in business that relates largely to Party B’s
business, or that conflicts with Party B’s (“
www.csoll.com ”) business, or that has potential to damage
Party B’s (“ www.csoll.com ”) or its client’s economic interest,
Party A shall notify Party B and obtain its agreement beforehand.
Otherwi
