Exhibit 10.7
EXCLUSIVE TECHNICAL DEVELOPMENT
AND CONSULTING AGREEMENT
by and among
Oriental Intra-Asia Entertainment (China) Limited,
China TransInfo Technology Group Co., Ltd.,
Beijing PKU Chinafront High Technology Co., Ltd.,
Beijing Tian Hao Ding Xin Science and Technology Co.,
Ltd.,
Beijing Zhangcheng Culture and Media Co., Ltd.
Bejing Zhangcheng Science and Technology Co., Ltd.,
China TranWiseway Information Technology Co., Ltd.,
Shanghai Yootu Information Technology Co., Ltd.,
Xinjiang Zhangcheng Science and Technology Co., Ltd.,
and
Dalian Dajian Zhitong Information Service Co., Ltd.
EXCLUSIVE TECHNICAL DEVELOPMENT
AND CONSULTING
AGREEMENT
This Exclusive Technical Development and
Consulting Agreement (the “Agreement”) is made and
entered into on February 3, 2009, by and among Oriental Intra-Asia
Entertainment (China) Limited (“Oriental”), China
TransInfo Technology Group Co., Ltd. (“Group Company”),
Beijing PKU Chinafront High Technology Co., Ltd.
(“PKU”), Beijing Tian Hao Ding Xin Science and
Technology Co., Ltd. (“Bejing Tian Hao”), Beijing
Zhangcheng Culture and Media Co., Ltd. (“Zhangcheng
Culture”), Bejing Zhangcheng Science and Technology Co., Ltd.
(“Zhangcheng Science”), China TranWiseway Information
Technology Co., Ltd. (“Chian TranWiseway”) Xinjiang
Zhangcheng Science and Technology Co., Ltd. (“Xinjiang
Zhangcheng”), Dalian Dajian Zhitong Information Service Co.,
Ltd. (“Dalian Dajian”) and Shanghai Yootu Information
Technology Co., Ltd. (“Shanghai Yootu” and together
with Group Company, PKU, Beijing Tian Hao, Zhangcheng Culture,
Zhangcheng Science, China TranWiseway, Xinjiang Zhangcheng and
Dalian Dajian, the “VIE Entities”). Each of
the parties to this Agreement is individually referred to herein as
a “Party” and collectively, as the
“Parties.”
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Oriental, a
wholly foreign-owned enterprise duly organized in People’s
Republic of China (the “PRC”) under the laws of the
PRC, owns resources to provide the technical development and
consulting services.
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Each of the VIE
Entities is a limited liability companies and duly organized and
validly existing under the laws of PRC and is approved by the
competent governmental authorities to carry on the business of
traffic information services;
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Oriental agrees
to provide each of the VIE Entities with technical development and
consulting services, and the VIE Entities agree to accept such
technical development and consulting services provided by
Oriental;
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NOW
THEREFORE , the Parties
through mutual negotiations agree as follows:
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Technical
Development and Consulting Services; Mutual
Exclusivity
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During the term
of this Agreement, Oriental agrees to, as the exclusive technical
development and consulting services provider of the VIE Entities,
provide the exclusive technical development and consulting services
to the VIE Entities set forth on Appendix 1.
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Each of the VIE
Entities hereby agrees to accept such exclusive technical
development and consulting services provided by
Oriental. Each of the VIE Entities further agrees that,
during the term of this Agreement, it shall not accept any third
parties to provide such technical development and consulting
services for such above-mentioned business without the prior
written consent of Oriental.
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Oriental shall
be the sole and exclusive owner of all right, title and interests
to any and all intellectual property rights arising from the
performance of this Agreement, including but not limited to,
copyrights, patent, know-how, trade secrets and others no matter
whether it is developed by Oriental or by any of the VIE Entities
based on Oriental’s intellectual property right.
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Calculation
and Payment of the Fee for Technical Development and Consulting
Services (the “Fee”)
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The Parties
agree that the Fee under this Agreement shall be determined
according to the terms set forth in Appendix 2. During
the term of this Agreement, the Parties will periodically review
the contents of Appendix 1 and Appendix 2 and make any necessary
adjustment if necessary.
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Representations and Warranties
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Oriental hereby
represents and warrants as follows:
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Oriental is a
company duly registered and validly existing under the laws of the
PRC;
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Oriental has
the company power, has been duly authorized by all necessary
action, and has obtained all third party and governmental consents
and approvals to execute and perform this Agreement. The
execution, delivery and performance of this Agreement and does not
and will not result in any violation of enforceable or effective
laws or contractual limitations;
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the Agreement
constitutes a legal, valid and binding obligation of Oriental,
enforceable against it in accordance with its terms upon its
execution.
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The VIE
Entities hereby represents and warrants as follows:
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Each of the VIE
Entities is a company duly registered and validly existing under
the laws of the PRC.
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