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Confidential
Translation Version Solely for
Reference
SOFTWARE SUB-LICENSE
AGREEMENT
BY
EWORLD INFORMATION TECHNOLOGIES
(SHANGHAI) CO., LTD.
SHANGHAI EWORLDCHINA INFORMATION
TECHNOLOGIES CO., LTD
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DATED May 11, 2007
Confidential
This Software Sub-License Agreement
(the “
Agreement ” ) is
entered into in Shanghai, the PRC as of May 11,
2007 by the following
parties:
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EWORLD INFORMATION
TECHNOLOGIES (SHANGHAI) CO., LTD. ( “
EWORLD ” )
Contact Address: 1088 South Pudong
Road, Suite 1603, Shanghai, People’s Republic of
China
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SHANGHAI EWORLDCHINA INFORMATION
TECHNOLOGIES CO., LTD
Contact Address: Room 6006, Building
14, 528 Yanggao North Road, Shanghai, People’s Republic of
China
EWORLD and EworldChina may be
referred to individually as a “ Party ” and
collectively as the “ Parties ” .
WHEREAS:
| 1.
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In accordance with the
Introduction Agreement Concerning Software License among SIDUS CO.,
LTD. ( “SIDUS” ), EWORLD and Shanghai Pudong Import&Export Co., Ltd.
dated May 11, 2007 (“ SIDUS |
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License
Agreement ”), SIDUS
has licensed EWORLD to operate exclusively the Localized Game (as
defined below) in the Territory (as defined below); |
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| 2.
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EworldChina wishes to
acquire exclusive rights to deal, market, use, distribute, publish
and sell the Localized Game in the Territory; |
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| 3.
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EWORLD intends to
sub-license the Localized Game to EworldChina in accordance with
the provisions of SIDUS License Agreement. |
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Now, therefore,
upon friendly consultations, the
Parties hereby agree as follows:
1. DEFINITIONS.
Unless otherwise stated in this
Agreement, the following terms shall have the following
meanings:
1.1
“ Client Software ” shall mean the software component of the Game
and/or the Localized Game (as the
case may be) sold, provided and/or
distributed to Subscribers and, thereafter, loaded into
such
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Agreement
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Subscribers’
personal computers. |
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| 1.2
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“
Laws ” shall mean any and all applicable laws, rules,
regulations, ordinances, standards or other binding regulatory
documents pertaining to any of either Party’s activities in
connection with this Agreement. |
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| 1.3
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“
Day ” or “ Days ” shall
mean calendar day or days unless otherwise specified in this
Agreement. |
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| 1.4
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“
Game ” shall mean any and all versions of the Internet
game titled as “Battle Zone”(the Chinese name of which
is “ x
”), which can be played by a
Subscriber with other Subscribers by installing the Client Software
onto such Subscriber’s computer and then accessing the Server
Software via the Internet. |
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For the avoidance of
doubt, this Agreement shall also apply to the Upgrade Versions (as
defined below) of the Game that may be developed and/or released
after the date of this Agreement, but shall not apply to any
Sequels of the Game. |
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| 1.5
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“
Localized Game
” shall mean a
“fully-localized” version of the Game, the language of
which shall have been translated from Korean to Mandarin Chinese
(using simplified characters). |
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| 1.6
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“
Promotional Materials
” shall mean any and all
marketing, advertising and/or other promotional materials relating
to the Localized Game. |
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| 1.7
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“
Sequel ” shall mean any game, which will be developed
and/or released after the date of this Agreement, and the content
therein is substantially different from the Game. |
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| 1.8
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“
Server Software
” shall mean the system software
and proprietary database (including the content and records located
in such database) components of the Game and/or Localized Game
located on servers connected to the Internet. |
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| 1.9
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“
Subscribers ” shall mean the end users of the Game who
initiate their use thereof within the Territory from
EworldChina. |
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| 1.10
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“
Territory ” shall mean the geographical territory of the
People’s Republic of China (“ PRC ”),
excluding the Hong Kong Special Administrative Region, the Macao
Special Administrative Region, and Taiwan solely for the purpose of
this Agreement. |
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| 1.11
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“
Upgraded Version
” shall mean a new version of the
Localized Game that contains patches, upgrades, enhancements and/or
new functionality not contained in the prior version of the
Localized Game. For the avoidance of doubt, Upgraded Version does
not include any Sequel of the Game. |
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| 1.12
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“
Agreement Date
” shall mean the date on which
the Parties duly enter into this Agreement. |
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| 1.13
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“
EworldChina Revenue
” shall mean all the income
received by EworldChina during its operation of |
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Agreement
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the Localized Game in accordance
with this Agreement, which includes but not limit to the income of
the pre-paid game cards, income from game relevant advertisement
and income of Derivative Merchandise of the Game. The EworldChina
Revenue calculated shall deduct the commission paid to relevant
distributors and service fees paid to relevant payment platform
service providers in the sale of the pre-paid game cards by
EworldChina.
2. TERM
2.1
The Parties hereby have confirmed
this Agreement shall have effect once the Parties officially sign
this Agreement. This Agreement shall not expire, unless (1) the
Parties terminate this Agreement in accordance with the provisions
hereof or after consultation, or (2) SIDUS License Agreement is
terminated (whichever is earlier).
2.2
The Parties agree to enter into
discussions for renewal of this Agreement at least 90 Days before
the expiry of the Term. Provided that SIDUS License Agreement
remains effective, for the benefits of Subscriber in the Territory,
if the Parties fail to sign the renewal contract before or on the
expiry date of the Term, this Agreement will continue to be
effective and binding for an additional 30-Dayperiods after expiry
of the Term. Provided that SIDUS License Agreement remains
effective, if EWORLD intends to sub-license any third party to
operate the Localized Game in the Territory during the 30 Days
immediately following the expiration of this Agreement, EWORLD
shall notify EworldChina timely and provide EworldChina with
relevant commercial terms of the intended sub-license. EworldChina
has right of refusal to obtain a sub-license to operate the
Localized Game in the Territory under equal conditions and shall
have the right to decide whether to exercise such right of first
refusal within 30 Days of receiving such notice.
3. GRANT OF
RIGHTS.
3.1
In accordance with the terms and
conditions hereof, EWORLD hereby
grants to EworldChina the exclusive, non-sub-licensable and
non-transferable right and license to manufacture, market, promote,
use, distribute, publish and sell the Localized Game to Subscribers
in the Territory during the Term. EWORLD hereby confirms that
EworldChina shall have the same right of manufacturing,
marketing,
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promoting, using, distributing,
publishing and selling the Localized Game to Subscribers as EWORLD
under SIDUS License Agreement, which is subject to SIDUS License
Agreement and upon the sub-license regarding the Localized Game
granted by EWORLD to EworldChina in accordance with this Agreement.
In regard to the right and license enjoyed by EworldChina under
SIDUS License Agreement and obligations performed by SIDUS to
EworldChina, EWORLD agrees to make its best efforts to procure the
obtainment of such right and license by EworldChina and the
performance of SIDUS obligations.
| 3.2
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EworldChina agrees
that it will not distribute or sell the Localized Game to any party
or under any circumstance where EworldChina is fully aware that
such activity ultimately will result in the use of the Localized
Game outside of the Territory. |
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| 3.3
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EworldChina shall
exercise directly its right and license granted hereunder unless
otherwise allowed by EWORLD in advance and except for the
performance by other party (parties) as entrusted by EworldChina of
minor rights and obligations, which performance does not involve
the source code and content of the Game. |
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| 3.4
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EworldChina agrees
that it may not, and may not permit any other party to copy, modify
or adapt all or any part of the Localized Game, except as expressly
permitted by this Agreement or by EWORLD’s prior and express
written consent. EworldChina agrees that it may not disassemble,
decompile, reverse assemble, reverse engineer or otherwise attempt
to recreate the source code or extract any trade secrets from the
Localized Game without EWORLD’s prior written
consent. |
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| 3.5
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For the purposes of
operation, use, promotion, distribution and marketing of the
Localized Game under this Agreement and at the written request of
EworldChina, EWORLD shall transfer or license to EworldChina any
and all intellectual properties regarding the Localized Game and
the Promotional Materials. |
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| 3.6
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EWORLD confirms,
EworldChina shall be entitled to directly or indirectly conduct the
design, production, agency and dissemination of the advertisement
regarding the Localized Game. The aforesaid advertisement includes
without limitation in-game visual advertisement and banner
advertisement in connection with the Localized Game but the content
of such advertisement may not be defamatory, libelous, slanderous
or obscene, may not contain any material which violates or
infringes any Intellectual Property Right of any person or entity
or may not be inconsistent with the general character or quality of
the Localized Game. |
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| 4. |
DELIVERY OF
GAME. |
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| 4.1
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The Parties confirm
that SIDUS will deliver the Localized Game to EworldChina in
accordance with SIDUS License Agreement no later than May 31,
2007. |
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| 4.2
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EWORLD shall be
responsible to deliver each Upgra |
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