EX-4.5






Exhibit 4.5




Supplementary Agreement to the Trademark License Agreements




	 	 	 
	The Licensor:

	 	Lianchuang Technology Company Limited
	 
	 	 
	The Licensee:

	 	Linkage Technology (Nanjing) Co., Ltd.






Whereas,





	1.	 	The two parties have executed five trademark license agreements (the “License Agreements”) on
October 10, 2008 by which the Licensor licenses its trademarks with registration numbers of
1343759, 1343758, 1324893, 1324895 and 1332432 to the Licensee to use.
	 
	2.	 	The License Agreements have not covered all the stipulations between the two parties about
the license of the trademarks, therefore, the two parties agreed to execute a supplementary
agreement.




Pursuant to the Trademark Law of the People’s Republic of China and its implementing rules, the two
parties have agreed to sign this supplementary agreement (the “Agreement”).





	1.	 	Grant of License






	 	(1)	 	The Licensor hereby grants to the Licensee a license to use its trademarks with
registrations numbers of 1343759, 1343758, 1324893, 1324895 and 1332432 (the “Trademarks”)
on the goods and services specified by the License Agreements and in the name of the
Licensee or in connection with any of its other business activities. (The detailed
information of the Trademarks is listed in Schedule I of the Agreement.)
	 
	 	(2)	 	Nothing contained herein shall in any way restrict, impair, limit or affect the right
of the Licensor to use the Trademarks. The Licensee shall not, without the prior consent
of the Licensor, license or sub-license any of the Trademarks to any third party except to
Linkage Technologies International Holdings Limited and any of its subsidiaries or
affiliates.






	2.	 	The Term of the License
	 
	 	 	The term of the license is twenty years commencing from the execution date of




 









 






	 	 	the Agreement. The term of the license may be renewed by the two parties in writing upon
expiration. For any prior use of the licensed Trademarks by the Licensee, the Licensor waives
any and all of its rights or claims against the Licensee.






	3.	 	The license fee
	 
	 	 	The two parties agree that the license is for free and the Licensee has no need to pay any
money to the Licensor for the license.
	 
	4.	 	Representation and Warranties of the Licensor
	 
	 	 	The Licensor hereby represents and warrants to the Licensee as follows:






	 	(1)	 	Licensor owns the Trademarks and all the legal rights of the Trademarks. There exists
no dispute, lawsuit or any other legal proceeding on the ownership of the Trademarks.
	 
	 	(2)	 	The Licensee shall have the right to use the Trademarks according to the Agreement
and the License Agreements.
	 
	 	(3)	 	Licensor may not transfer any of the Trademarks to any third party unless such
transfer is consented by the Licensee in writing. If the Licensor intends to transfer the
Trademarks, the Licensee shall have the preemptive right to acquire the Trademarks for
free.
	 
	 	(4)	 	Licensor shall renew the Trademarks upon expiration to make sure all the Trademarks
are valid within the term of the license.






	5.	 	Representation and Warranties of the Licensee
	 
	 	 	The Licensee hereby represents and warrants to the Licensor as follows:






	 	(1)	 	Licensee will use the Trademarks according to the License Agreements and the
Agreement properly.
	 
	 	(2)	 	Unless otherwise specified herein, Licensee will not license or sub-license any of
the Trademarks to any third party without prior authorization by the Licensor.






	6.	 	Termination
	 
	 	 	The Agreement shall not be terminated unless it is terminated by the two parties




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	 	 	in writing.






	7.	 	Force Majeure
	 
	 	 	No party shall be liable for the failure to carry out its obligations hereunder in the event
that it is prevented from doing so by war, unavailability of shipping vessels, insurrection,
labor disturbances, governmental action prohibiting importation of goods or any other similar
causes beyond the control of that party.
	 
	8.	 	Indemnity and Infringement
	 
	 	 	The Licensor shall indemnify and hold the Licensee harmless against any and all claims, actions,
demands, costs, damages and other sums in connection with and arising out of the Trademarks
unless any of the foresaid damage or loss is caused by the Licensee’s fault.
	 
	 	 	Within the term of the Agreement, provided that there occurs any infringing behavior to any of
the Trademarks, the Licensor shall take all necessary measures to prevent such infringement. The
expenses incurred for preventing the infringement shall be born by the Licensor and the
compensation obtained for the infringement shall be distributed to the two parties according to
their actual losses.
	 
	9.	 	Default responsibility
	 
	 	 	If any of the two parties breaches the Agreement, the defaulting party shall compensate the
observant party for all the losses incurred by the default.
	 
	10.	 	General






	 	(1)	 	The two parties shall bear their own legal costs in relation to the negotiation and
finalization of the Agreement.
	 
	 	(2)	 	No variation of the Agreement shall be effective unless made in writing and signed by
or on behalf of the parties hereto.
	 
	 	(3)	 	If any provision or part of a provision of the Agreement shall be, or be found by any
authority or court of competent jurisdiction to be, invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions or parts of such
provisions of the Agreement, all of which shall remain in full force and effect.
	 
	 	(4)	 	The Agreement shall be governed by and Construed in accordance with the




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	 	 	 	laws of People’s Republic of China.
	 
	 	(5)	 	The License Agreements and the Agreement shall constitute the whole agreement between
the two parties relating to the license of the Trademarks and supersede any previous
agreements or arrangements between them relating to the license of the Trademarks.
	 
	 	(6)	 	Any dispute, controversy or claim arising out of or in relation to the Agreement,
including any question regarding its existence, validity or termination, shall be referred
to and finally resolved by binding arbitration at China International Economic and Trade
Arbitration Center (“CIETAC”) in Beijing, People’s Republic of China, in accordance with
the arbitration rules of the CIETAC for the time being in force, which rules are deemed to
be incorporated into this Agreement.




The Agreement has six counterparts and shall become effective upon execution.




	 	 	 
	Signed by the Licensor
	 	 
	 
	 	 
	/Seal/: Lianchuang Technology Company Limited
 


	 	 
	 
	 	 
	For and on behalf of Lianchuang Technology Company Limited
	 	 






	 	 	 
	Signed by the Licensee
	 	 
	 
	 	 
	/Seal/: Linkage Technology (Nanjing) Co., Ltd.
 


	 	 
	 
	 	 
	For and on behalf of Linkage Technology (Nanjing) Co., Ltd.
	 	 






Dated this 28 day of July, 2009




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Schedule I: the information of the Trademarks




	 	 	 	 	 	 	 	 	 
	The	 	 	 	 	 	 
	Trademark	 	The Term	 	Category	 	Service items approved
	1343759

	 	October 10, 2008 to
December 13, 2009
	 	 	9	 	 	including computer,
portable computer,
recorded computer
program, data
processing equipment,
inner communicating
device, computer
memory and etc
	 
	 	 	 	 	 	 	 	 
	1343758

	 	October 10, 2008 to
December 13, 2009
	 	 	9	 	 	including computer,
portable computer,
recorded computer
program, data
processing equipment,
inner communicating
device, computer
memory and etc
	 
	 	 	 	 	 	 	 	 
	1324893

	 	October 10, 2008 to
December 13, 2009
	 	 	38	 	 	Computer terminal
communication, telecom
information, computer
aided information and
image transmission,
information transfer,
fiber-optic
communication
	 
	 	 	 	 	 	 	 	 
	1324895

	 	October 10, 2008 to
December 13, 2009
	 	 	38	 	 	Computer terminal
communication, telecom
information, computer
aided information and
image transmission,
information transfer,
fiber-optic
communication
	 
	 	 	 	 	 	 	 	 
	1332432

	 	October 10, 2008 to
November 6, 2009
	 	 	42	 	 	Computer programming







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