What should Party B do if it cancels the letter of intent for cooperation?

April 16 09:5 1 SMS Plan Cooperation Agreement

Party A:

Party B: XXX Information Technology Co., Ltd.

In order to develop the value-added service of SMS and related services, Party A and Party B, based on the principle of "friendly cooperation and win-win", have reached the following agreement on business cooperation through careful negotiation:

Chapter I General Principles

1. Cooperation content: Party A and Party B jointly set up a short message service project, and the cooperation project is short message XXX. The two sides sincerely cooperate, support each other and develop together.

2. Cooperation area: province (city). If the scope of cooperation is expanded, Party B must be informed in advance so that Party B can coordinate regional cooperation resources.

3. Party A and Party B cooperate to provide short message service to mobile users and share the benefits arising therefrom.

4. As a business operator, Party A promotes more users to use SMS programs on the basis of market development, operation, promotion and communication with users.

5. Party A is responsible for cooperation negotiation with mobile operators, promotion of business and customer service, marketing planning and implementation, and both parties shall bear the publicity and promotion expenses; Party B is responsible for providing program software products and maintaining the program system.

6. About product copyright:

The intellectual property of the SMS program (including but not limited to any program, code, algorithm, text, image and sound contained in the "program") belongs to Party B. Without the formal written consent of Party B, Party A shall not reverse engineer, reverse compile and disassemble the program; The Program shall not be modified in any form.

7. Billing standard for income distribution: The billing standard for income distribution of both parties is based on the bill of this project provided by the mobile operator, and both parties have the right to request reconciliation.

8. About registered users: The information of registered users belongs to both parties.

9. Term of cooperation: from _ _ _ 2003 to _ _ _ 2004. The term of cooperation is one year, after which the relationship between the two parties and this agreement will automatically expire. After the expiration of this agreement, both parties can renew it and continue their cooperation.

Chapter II Rights and Obligations

Rights and obligations of Party A

1. Party A provides mobile SP qualification and service charging resources, and is responsible for testing and opening new services.

2. Share the cooperative benefits of SMS service with Party B * *. And timely transfer the part of the income negotiated by Party B to Party B's account in full monthly.

3. Party A must pay attention to ensure the image and integrity of Party B and the program, and shall not use the program and its affiliated contents to engage in activities unrelated to this contract.

4. Party A shall provide the service billing statistics report of users who use Party B's SMS program in the service billing of the mobile operator (China Mobile).

5. Party A has the right to select, demonstrate and study the SMS scheme submitted by Party B, and finally determine the products that can be cooperated, distribute and operate them. However, after the signing of this agreement, this cooperation shall not be terminated in the name of "need to re-demonstrate and study".

Rights and obligations of Party B

1. Party B owns the intellectual property rights of the SMS program (including but not limited to any program, code, algorithm, text, image and sound contained in the program).

2. Party B must ensure the legality of the content of the short message program. Take all responsibilities for the developed SMS program, including but not limited to intellectual property rights, content nature, etc.

3. Party B must handle the related work of upgrading various projects and technologies according to the market development needs of SMS business.

4. Party B is responsible for the daily maintenance of the SMS program service system of the cooperation project to ensure its stable operation. System failure, after Party A telegrams Party B, must be solved within 4 hours!

5. Party B has the obligation to cooperate with Party A and provide Party A with the introduction, marketing plan and publicity of relevant programs.

6. Party B is responsible for providing the SMS service system of the cooperative project, and for the installation, debugging, maintenance and program update of the system.

7. Party B guarantees that the information is accurate and timely. Disputes and losses caused by Party B's information errors shall be borne by Party B itself.

Chapter III, Price and Income Distribution

1. Income distribution: Party A shall pay 40% of the net income (as defined in Paragraph 2 of this chapter) to Party B as the content usage fee.

In other words, the net income distribution is:

XXX information technology co., ltd: 40%

Company: 60%

2. Net income: Net income refers to the total amount of information service fees paid by users for downloading and using the contents provided by both parties on their mobile phones or websites, minus the short message service communication fees that Party A should pay to mobile operators, and minus the collection fees that Party A should pay to China Mobile and its subsidiaries, China Unicom and its subsidiaries (mobile operators). Both parties shall pay their respective taxes on the operating income generated under this agreement. The billing of the net income distributed by both parties shall be subject to the statement between Party A and the mobile operator.

3. Settlement time: monthly settlement.

Party A shall pay 40% of the total service fees received from mobile operators in the previous natural month to Party B before 30th of each month.

Party A shall provide Party B with a description of the calculation of net income before each payment to Party B, so that Party B can confirm the amount of net income each time. If there is any dispute between the two parties, the net income shall be based on the net income actually paid by the mobile operator to Party A. If the charging error between Party A and Party B exceeds 5%, both parties shall settle it through specific negotiation.

After confirmation by both parties, remit the net income due to Party B to the account designated by Party B. The bank account information of Party B is as follows:

Account name of Party B: XXX Information Technology Co., Ltd.

Bank where Party B opens an account: XXX Bank XXX Branch.

Party B's account number:

4. Party B shall issue a commercial invoice to Party A according to the payment amount received from Party A within one week (7 days) after receiving any share of net income paid by Party A. ..

5. In case of special circumstances, Party A and Party B shall settle it through consultation on the principle of friendship and mutual assistance.

Chapter IV, Business Operation and Customer Service

1, marketing includes the following aspects:

Network promotion: Party A and Party B can promote business through various legal network promotion methods;

Media promotion: including newspaper advertisements, brochures, posters and small gifts;

Other promotion: including cooperation with mobile operators, cooperation with related businesses, home visits, participation in exhibitions, customer service meetings, etc. ;

2. Party A and Party B shall establish a fast and joint business operation and communication system, including:

Establish technical consulting services (including telephone, fax, website, email, etc.). ), real-time consultation, and provide consulting services for the other party and end users.

Regularly organize relevant information and provide it to each other.

Timely feedback and exchange of information, including business contact with mobile operators and customer service.

3. Customer service

Party A and Party B shall closely cooperate with Qixin to provide short message service for users.

Party A shall ensure that users fully understand the price, contents and ways of providing services before accepting services.

In addition to 1860 and 100 1 customer service provided by mobile operators, Party A may arrange special personnel to handle users' consultation, fee inquiry, declaration and complaints about the application services or contents provided by them, and provide customer service telephone numbers.

If the specific business operation involves Party B's products, Party B must bear the responsibility and cooperate with Party A's customer service department to provide users with solutions.

Chapter V, Commercial Secrecy Clause

1. Trade secret: any technical information and commercial information, including but not limited to: product plan, sales plan, incentive policy, customer information, financial information, etc. , as well as non-patented technology, design, procedures, technical data, manufacturing methods, information sources, etc. , whether public or not, constitute the business secrets of the parties.

2. Confidentiality: Under this Agreement, both parties are obliged to keep confidential any business secrets of the other party they know. Neither party shall disclose the trade secrets of the other party to a third party at any time, and shall not disclose them to any third party without the written permission of the other party. If either party violates the provisions of this clause, it shall fully compensate the other party for all direct and indirect losses caused thereby.

3. After the termination of this agreement, both parties still have the confidentiality obligation under this article.

Chapter VI Liability for Breach of Contract

1. Due to one party's failure to perform the obligations stipulated in this agreement or serious violation of this agreement, the business can not be operated or the business purpose stipulated in this agreement can not be achieved, which is regarded as the unilateral termination of this agreement by the breaching party. In addition to claiming compensation from the breaching party, the other party has the right to terminate this agreement through legal procedures stipulated in this agreement. If both parties agree to continue cooperation, the breaching party shall still compensate the observant party for its economic losses.

2. If this Agreement and its annexes cannot be performed or fully performed due to the fault of one party, the party at fault shall bear the responsibility; If it is the fault of both parties, according to the actual situation, both parties shall bear their respective responsibilities.

3. Party A guarantees the normal operation of the technical equipment provided, and Party A shall bear relevant responsibilities for the losses caused to consumers by Party A's technical equipment.

4. Neither party shall be liable for any loss caused by technical failure caused by force majeure, which further affects the failure or delay of service, and information delay and unsuccessful transmission caused by mobile operator gateway.

5. Force Majeure: During the cooperation period, if an earthquake, typhoon, flood, fire, war or other unforeseeable force majeure accident whose occurrence and consequences cannot be prevented and avoided directly affects or fails to perform this agreement according to the agreed conditions, in case of the above-mentioned force majeure accident, one party shall immediately notify the other party by cable, and provide the details of the accident and the failure to perform this agreement in whole or in part within fifteen days. According to the impact of the accident on the performance of the agreement, both parties decide whether to terminate the agreement, or partially exempt the responsibility for the performance of the agreement, or postpone the performance of the agreement.

6. In case of violation of this Agreement, the breaching party shall be liable for breach of contract in accordance with the relevant provisions of the People's Republic of China (PRC) Contract Law.

Chapter VII, Dispute Resolution

1. All disputes arising from or related to the execution of this contract shall be settled through friendly negotiation. If negotiation fails, it shall be submitted to XX Arbitration Commission for arbitration in accordance with the relevant provisions of the Arbitration Law of People's Republic of China (PRC).

2. When one party fails to perform the arbitration award, the other party has the right to apply to the people's court where the dispute occurred, requesting the people's court to enforce it.

Unless otherwise stipulated in the judgment, the arbitration fee shall be borne by the losing party.

During the arbitration, both parties will continue to perform the contract terms except arbitration.

5. Matters not covered in this contract shall be implemented in accordance with the Contract Law of People's Republic of China (PRC) and other relevant laws and regulations.

Chapter VIII Entry into Force, Termination and Others of the Agreement

1. This agreement shall come into effect as of the date when the authorized representatives of both parties sign and seal it. During the validity period, if one party requests to suspend the agreement, it shall notify the other party in writing to terminate the agreement two months in advance. If the other party agrees to terminate this agreement, this agreement will be automatically abolished two months after the other party signs a written notice.

2. The annexes to this agreement agreed by both parties in writing are an integral part of this agreement and have the same legal effect as the text of this agreement. Any change requires a written document.

3. If Party B has a new short message program similar to this project, it shall be implemented according to the commercial terms of this agreement after both parties confirm and agree and confirm the supplementary agreement in writing.

4. Without the written consent of the other party, neither party may assign this contract in whole or in part; However, if both parties transfer this contract for the purpose of merger, integration, sale of all or most of the assets or other transactions that result in the transfer of more than 50% of the voting shares of either party, this is not included.

5. This agreement and its annexes are in Chinese in quadruplicate, with the same legal effect, and each party holds two copies.

6. Any modification and supplement to the contents of this Agreement shall be made in writing and become an integral part of this Agreement after being signed by authorized representatives of both parties.

7. After the expiration of this agreement, if both parties do not continue to cooperate on this project, either party shall complete the handover of business information and financial information including but not limited to fund settlement, current invoices, etc. within three months after the expiration of this agreement. During the handover, both parties must ensure the normal operation of systems and services.

8. Matters not covered in this Agreement shall be settled by both parties through friendly negotiation.

Party A: Party B: XXX Information Technology Co., Ltd.

Authorized signature:

Authorized signature:

Date of signature: 2004. Date of signature: 2004.

Address: Address:

Tel: Tel:

Fax: Fax:

Contact person: contact person:

Postal code: