ex10-4.htm


    Exhibit 10.4


     

    Cooperation
Framework Agreement of China Mobile regarding the Specified Content of the
Central Music Platform

     

    
      	
              Party A: China Mobile
      Communications Corporation, Sichuan Branch

            	
              Party B: Shanghai Mopie
      Information Technology Co., Ltd.

            
	
              Legal representative: Li
      Hua

            	
              Legal representative:
      Song Zhiling

            
	
              Add: No.1 Gaoshengqiao
      Road, Chengdu, Sichuan

            	
              Add: Rm 1101, Tower A,
      Huaxin Mansion, No. 33, Anding Road, Chaoyang District,
      Beijing

            
	
              P.C.:
    610041

            	
              P.C.:
    100029

            
	
              Tel:
      13980081010

            	
              Tel:
      010-64452770

            
	
              Fax:
      02885057023

            	
              Fax:
      010-64452050

            


    

     

    Whereas
China Mobile Communications Corporation, Sichuan Branch, as the mobile music
product innovation base of China, under the entrustment of China Mobile
Communications Corporation, is responsible for the introduction of the music
content for the whole network of China Mobile.

     

    In order
to promote China mobile wireless music business together, bring the resource
advantages in respective field into full play and enrich the music content of
the central music platform of China Mobile, both parties, under the principles
of equality, mutual benefit, complementary advantages and common development,
after sufficient deliberation, have reached the following
agreements:

     

    I.
Cooperation Content

     

    
      	
              1.

            	
              In
      the scope of cooperation project with content specified by Party A, Party
      B shall cooperate with Party A in its works whose right is reserved by it,
      puts the works on the central music platform of China Mobile so as to
      provide wireless music value-added business products for China Mobile
      (including every provincial-level
branch).

            


    

     

    
      	
              2.

            	
              Party
      A, as China mobile music base, is liable for the construction and
      maintenance of the central music platform, the loading of wireless music
      products and the operation and promotion of the self-owned channel of
      related music products.

            


    

     

    II.
Rights and Obligations of Party A

     

    
      	
              1.

            	
              Party
      A is entitled to audit or entrust a third party to audit the qualification
      certificate, copyright certificate and bank account etc. in relation to
      business content copyright and normal business operation provided by Party
      B.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              2.

            	
              Party
      A is liable for the construction and maintenance of the central music
      platform and related back-office systems and the stable operation of the
      central music platform and related business
  systems.

            


    

     

    
      	
              3.

            	
              Party
      A is entitled to prepare and amend the regulations on the management of
      the introduction of the content for the central music platform and audit
      regulations etc. and perform the introduction business pursuant to these
      regulations.

            


    

     

    
      	
              4.

            	
              Party
      A is entitled to use the works of Party B whose copyright is reserved by
      Party B for colorful ring and vibration ring (original ring), IVR, full
      music (including segment) online service, full music download with DRM and
      other wireless value-added services of China Mobile alike within the
      copyright and provide the charging and collection agency services in
      relation to such music products as colorful ring, vibration ring, IVR
      etc.

            


    

     

    
      	
              5.

            	
              Party
      A is entitled to require Party B to show all certificates in relation to
      the copyright of the provided music products. Party A is entitled to audit
      the content of the music provided by Party B and delete or refuse any
      content that cannot meet its requirements or may infringe the right of any
      third party.

            


    

     

    
      	
              6.

            	
              In
      the case where Party B loses operation qualification or has any operation
      activity not conforming to the national laws and regulations related,
      Party A is entitled to terminate the cooperation with Party B in
      advance.

            


    

     

    
      	
              7.

            	
              Party
      B shall bear all losses caused to China Mobile (including every
      provincial-level branch) due to the infringement of the music products of
      Party B whose copyright is reserved by Party B and related data (including
      singer images etc.) provided by Party B on the right and interest of any
      third party.

            


    

     

    
      	
              8.

            	
              During
      the cooperation, Party A distributes the CP code 600662 of the central
      music platform to Party B. The proprietorship of CP code resource is
      reserved by Party A. After both parties terminate this Agreement, Party A
      is entitled to take back the CP code and redistribute it and Party B
      cannot therefore use such code any
more.

            


    

     

    
      	
              9.

            	
              Both
      parties shall use their own resources to market and promote their
      business, including online channel promotion and offline activity
      etc.

            


    

     

    
      	
              10.

            	
              Party
      A is entitled to require Party B to mark the logo of China mobile wireless
      music products and the music ordering code of the wireless music portal
      website logo.

            


    

     

    
      	
              11.

            	
              Party
      A is entitled to supervise the resource contribution proposal provided by
      Party B or the implementation of the marketing and promotion proposal by
      Party B.

            


    

     

    
      	
              12.

            	
              During
      the cooperation, Party A is entitled to terminate the cooperation with
      Party B but shall inform Party B of such termination seven days
      earlier.

            


    

     

    III.
Rights and Obligations of Party B

     

    
      	
              1.

            	
              Party
      B must provide real and reliable qualification certificate and bank
      account etc. in relation to the normal business operation for Party A and
      any third party company entrusted
      by Party A.

            


    

     

     

    
    

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              2.

            	
              Regarding
      to the products under this Agreement whose copyright is reserved by Party
      B, Party B shall make the following
  undertakings:

            


    

     

    
      	 	
              1)

            	
              Party
      B undertakes that all copyrights (or legal proprietary authorizations) of
      all music products and neighboring rights of performers in relation to
      record works are complete, legal, free of flaw and infringe no others’
      rights. If owning no such legal rights aforesaid, Party B cannot cooperate
      with Party A with such works.

            


    

     

    
      	 	
              2)

            	
              Party
      B undertakes that any works it provides complies with the related national
      laws, regulations and policies and Party B will bear all consequences
      arising from the illegal content of such
works.

            


    

     

    
      	 	
              3)

            	
              Party
      B undertakes that the information content (including but not limited to
      music or performer images) provided for the cooperation under this
      Agreement will not infringe the right of any third party. In the case
      where Party B uses any works whose intellectual property right is owned by
      any third party, Party B shall obtain the permission of such third party
      or its agent for the use of the works of the third party within “wireless
      value-added service” by Party B and /or Party A. In the case where any
      third party has a claim to Party A for the infringement of the information
      content provided by Party B used in “wireless value-added service” under
      this Agreement on its intellectual property right or other legal rights,
      Party B shall solve the issue at its own cost and bear all losses to Party
      A as incurred hereof.

            


    

     

    
      	 	
              4)

            	
              Party
      B undertakes that it will create the music products for the cooperation of
      both parties as per the format required by Party
  A.

            


    

     

    
      	 	
              5)

            	
              Party
      B undertakes, in the case where any right of the content it provides is
      changed or abolished, it will inform Party A in writing of such change or
      abolishment immediately. Party A can stop the service of the related
      product on the central music platform within two workdays upon the
      reception of the notice.

            


    

     

    
      	
              3.

            	
              Party
      B shall actively provide, whether under the requirement of Party A or at
      any time, any news conference, performer activity, promotion activity and
      event etc. in relation to the works whose copyright is reserved by Party B
      for Party A.

            


    

     

    
      	
              4.

            	
              Party
      B shall confirm, mark in detail and state the effective permit period of
      works, right content and authorized service products in relation to the
      cooperation with Party A.

            


    

     

    
      	
              5.

            	
              Both
      parties shall use their own resources for marketing, promotion and
      publicity, including online channel promotion and offline activity
      etc.

            


    

     

    
      	
              6.

            	
              Party
      B is liable to mark the logo of China mobile wireless music products, the
      logo of wireless music portal website and music ordering code as per the
      requirements of Party A in the marketing, media publicity and news
      conference etc. in relation to the promotion of its works whose copyright
      is reserved by it. Without the permission of Party A, Party B cannot use
      the logo, trademark of China Mobile and the corporate name
      of Party A. Party B shall take all responsibilities arising due to any
      violation to the national laws, regulations and policies related in the
      process of business
promotion.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
    

     

     

    
      	
              7.

            	
              Party
      B shall appoint special personnel to engage in any issue in relation to
      the cooperation under this Agreement so as to ensure the smooth operation
      of the business. During the cooperation under this Agreement, Party B
      shall inform Party A of any change in relation to business contact in
      advance.

            


    

     

     

    The
business contact information of Party B is as follows:

     

     

    Contact:
Tong Fei

     

     

    TEL:
13910820251

     

     

    MAIL:
tongfei@mopietek.com

     

     

    IV.
Fees and Settlement Mode

     

     

    
      	
              1.

            	
              Scope
      and proportion

            


    

     

    
      	 	
              1)

            	
              In
      the case where Party B provides colorful ring and vibration ring, IVR and
      other wireless music services alike for the whole network of China Mobile
      via the central music platform of Party A with its works whose copyright
      is reserved by it and provides the complete copyright (record neighboring
      right and lyric and melody copyright) of its works whose copyright is
      reserved by it, Party A shall pay Party B 50% of the ring message fees
      actually collected from the subscribers for the above-mentioned
      services.

            


    

     

    
      	 	
              2)

            	
              In
      the case Party B provides wireless music ranking “Qiang Xian Ting” music
      service for the whole network of China Mobile via the central music
      platform of Party A with its works whose copyright is reserved by it and
      provides the complete copyright (record neighboring right and lyric and
      melody copyright) of its works whose copyright is reserved by it, Party A
      shall, as per the original distribution proportion, pay 70% of the
      vibration ring service ring message fees of “Qiang Xian Ting” service and
      50% of the colorful ring service ring message fees to Party B. In the case
      where the distribution proportion of “Qiang Xian Ting” service changes,
      earlier notice shall be made and supplementary agreement shall be entered
      into.

            


    

     

    
      	
              2.

            	
              Party
      A is liable for the charging of the services under this Agreement and the
      charging and settlement are based on the charging and settlement statement
      created by the successful CDR collected by the charging system of Party A.
      Party A can entrust the third party company to settle message fees with
      Party B as per this charging basis.

            


    

     

    
      	 	
              1)

            	
              Before
      the charging and settlement statement of Party A is adjusted into paid-up
      “ring order message fee”, the receivable “ring order message fee” shall
      function as the basis for the settlement. The time for the settlement
      based on the paid-up “ring order message fee” shall be subject to the
      formal notice of Party A.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 	
              2)

            	
              Where
      any subscriber refuses paying Party B “ring order message fee” with rational
      reason, which is caused by Party B, the related message service fees shall
      be deducted by Party A in the next
  settlement.

            


    

     

    
      	
              3.

            	
              Either
      party shall bear respectively any fee and tax as incurred due to the
      cooperation under this Agreement.

            


    

     

    
      	
              4.

            	
              The
      bank account information specified by Party B is as
    follows:

            


    

     

     

    Company
(Beneficiary): Shanghai Mopie Information
Technology Co., Ltd.

     

     

    Opening
bank: Shenzhen
Development Bank, Shanghai Branch, Yangpu Sub-branch

     

     

    A/C: XXXX
XXXX XXX

     

     

    V.
Confidentiality

     

    
      	
              1.

            	
              Both
      parties are liable to keep in secret all business documents and data,
      final subscribers’ personal data and cooperation management information in
      relation to the cooperation under this Agreement that shall be kept in
      secret.

            


    

     

    
      	
              2.

            	
              Except
      otherwise the proprietary information that must be disclosed for purpose
      of this Agreement, without the written permission of the other party,
      either party cannot disclose any proprietary information in relation to
      the other party to any third party or individual. The proprietary
      information shall include but not limit to: the content of this Agreement,
      business secret, computer program, design technology, proprietary
      technology, technique, data, business and product development plan,
      customer data and information etc.

            


    

     

     

    VI.
Miscellaneous

     

    In the
case where this Agreement expires or is rescinded, or the product provided by
Party B expires in copyright, or the neighboring right of any performer expires
etc, Party A shall undertake that it will not provide the product provided by
Party B as mentioned herein for new subscribers or for any other purpose, but,
in order to ensure the rights of Party A’s subscribers that have used legally
those products with copyright within the effective period of authorization,
Party A will not delete their resources from the central music platform of Party
A but continue providing the subscribers that have subscribed some ring services
with such related services. Party B is liable to take all responsibilities for
any dispute, counterclaim and lawsuit of any third party as incurred due to the
copyright of content resources.

     

    VII
Dispute

     

    In the
case where both parties have any dispute in the performance of this Agreement or
the effect, interpretation, termination etc. of this Agreement, both parties
shall friendly negotiate with each other to solve such dispute. If the
negotiation fails, either party can submit such dispute for arbitration at the
local arbitration commission.

     

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    VIII.
Effective Period

     

    This
Agreement lasts for one year, as of April 1, 2007 and as at March 31, 2008. In
the case
where Party A proposes in writing to terminate this Agreement in advance during
the cooperation, this Agreement shall automatically become void seven days after
the submittal of the written proposal to terminate this Agreement.

     

    IX.
Effect

     

    
      	
              1.

            	
              This
      Agreement shall not come into effect until the authorized representatives
      of both parties sign on it and the company seals or contract seals are
      annexed.

            


    

     

    
      	
              2.

            	
              This
      Agreement is made in sextuplicate with each party holding three
      counterparts. All counterparts shall have the same legal effect as this
      Agreement.

            


    

     

    
      	
              3.

            	
              Any
      annex to this Agreement and any supplementary agreement to this Agreement
      shall be integral part of this Agreement and have the same legal effect as
      this Agreement. Any issue in relation to this Agreement, any annex to this
      Agreement and any supplementary agreement to this Agreement shall be
      subject to the deliberation of both
parties.

            


    

     

     

    


     

    
      	
              Party A: China Mobile
      Communications Corporation, Sichuan Branch (seal)

            	
              Party B: Shanghai Mopie
      Information Technology Co., Ltd. (seal)

            
	
              Authorized signature: Li
      Hua

            	
              Authorized signature:
      Song Zhiling

            
	
              Date: April 1,
      2007

            	
              Date: April 1,
      2007

            


    

     

    


     

     

     

     

     

    
      
        
        

      

      
        -6-