ex4-24.htm


    
      CONFIDENTIAL
        TREATMENT REQUESTED BY NINETOWNS INTERNET TECHNOLOGY GROUP
        COMPANY LIMITED. THIS EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL IS MARKED
        WITH “*” AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.

       

      Exhibit
        4.24

       

      FRANCHISE
        AGREEMENT

       

      Beijing
        Ninetowns Ports Software and Technology Co., Ltd. (hereinafter
        referred to as “Party A”) and Guangzhou Ninetowns Wang Li Software Co., Ltd.
        (hereinafter referred to as “Party B”) have made the following agreement in
        respect of the establishment of a strategic cooperative partnership relationship
        between two parties and Party B becoming Party A’s franchisee:

       

      
        	
                I.

                 

              	
                Company
                  Briefs

                 

              


      

      
        	
                Party
                  A:

                 

              	
                Beijing
                  Ninetowns Ports Software and Technology Co.,
                  Ltd.

                 

              


      

      
        	
                Address:

                 

              	
                5th
                  Floor, Union Plaza, 20 Chaowai Street, Chaoyang District,
                  Beijing 

                 

              


      

      
        	
                Zip
                  code: 100020

                 

              	
                Telephone:
                  010-65887788

                 

              


      

       

      The
        business orientation of Beijing Ninetowns Ports Software and
        Technology Co., Ltd. is “trade management service for government and government
        service for trade”. The company concentrates its efforts mainly on the two major
        fields of “providing B2G e-commerce software and service to the import/export
        supply chain” and “providing integrated solutions for e-government of trade
        management”. It was the first in the import/export industry to provide and
        achieve the brand new B2G (enterprise and government) e-commerce model, and
        to
        develop and propose the icsp core technology framework. On this basis, it
        has
        marketed four major series of more than ten kinds of software products, which
        have widespread applications in 529 inspection and quarantine agencies and
        nearly 40,000 import/export-related enterprises throughout China, and it
        has
        made an outstanding contribution to the development of China’s e-government and
        foreign trade digitization.

       

      Beijing
        Ninetowns Ports Software and Technology Co., Ltd. currently has
        over 400 staff members, and it has set up its own branches in 36 different
        regions throughout China. Through many years of pleasant cooperation, Ninetowns
        has formed longstanding mutual trust and a good tacit understanding with
        such
        government agencies such as the General Administration of Quality Supervision,
        Inspection and Quarantine of the PRC (“PRC Inspections Administration”),
        inspection and quarantine bureaus in all regions, and PRC Customs in all
        regions. It has spent its full effort to undertake the technical research
        and
        development and market promotion work for the “Three Digitizations Project” and
        it has participated actively in national key projects to improve and enhance
        the
        government’s digital service functions, such as the “Golden Quality Project”
(the second stage of the “Three Digitizations Project” of the PRC Inspections
        Administration), the “Golden Customs Project”, and “Paperless Great Customs
        Clearance” that are now being promoted by law enforcement agents on behalf of
        PRC Customs. It has played a 

       

      
        	
                 

                 

              	
                1

                 

              


      


      


       

    

    
      decisive
        role in the domestic fields of import/export B2G e-commerce and
“e-government of trade management.”

       

       

      
        	
                Party
                  B:

                 

              	
                Guangzhou
                  Ninetowns Wang Li Software Co., Ltd.

                 

              


      

      
        	
                Address:

                 

              	
                Room
                  203, 24-26 Keyun Road, Tianhe District, Guangzhou

                 

              


      

      
        	
                Zip
                  code: 510660

                 

              	
                Telephone:
                  020-85535095

                 

              


      

       

      
        	
                II.

                 

              	
                Franchise
                  Products:

                 

              


      

      The
“iDelare
        v5.0” enterprise software that was developed independently
        by Party A and certified through evaluation by the PRC Inspections
        Administration, including a number of functions such as electronic certification
        of Origin Certificate and electronic inspection application.

       

      
        	
                III.

                 

              	
                Franchise
                  Requirements:

                 

              


      

      In
        order to increase Party B’s reputation, and in consideration of the
        degree of acceptance of software sales companies by import/export enterprises
        in
        Hua Nan Region, Party A consents to Party B’s use of the Ninetowns business name
        in its company name, but it is agreed that Party B shall not use the said
        business name to engage in business activities that are unrelated to the
        import/export business.

       

      
        	
                IV.

                 

              	
                Franchise
                  Scope:

                 

              


      

      
        	
                 

                 

              	
                Hua
                  Nan District, PRC

                 

              


      

      
        	
                V.

                 

              	
                Franchise
                  Period:

                 

              


      

      
        	
                 

                 

              	
                Within
                  two years from November 1, 2006.

                 

              


      

      
        	
                VI.

                 

              	
                External
                  Uniform Selling Price:

                 

              


      

      The
        standard price of the product is RMB3, 000 per set. The first year
        standard service price is RMB1, 500 per year.

       

      
        	
                VII.

                 

              	
                Obligations
                  of Both Parties:

                 

              


      

      
        	
                 

                 

              	
                Obligations
                  of Party A:

                 

              


      

      
        	
                 

                 

              	
                1.

                 

              	
                Party
                  A guarantees that the products that it provides have
                  undergone the administrative authorization of the PRC Inspections
                  Administration.

                 

              


      

      
        	
                 

                 

              	
                2.

                 

              	
                In
                  consideration of the fact that the poorer degree of acceptance
                  of Party B by import/export enterprise customers in Hua Nan Region
                  in the
                  initial 

                 

              


      

       

      
        	
                 

                 

              	
                2

                 

              


      


      


       

    

    
      CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE
        BEEN OMITTED

       

      period
        of Party B’s agency business is adverse to the start of the work,
        and in order to increase Party B’s reputation, Party A consents to Party B’s use
        of the Ninetowns business name in its company name, but Party B promises
        not to
        use the said business name to engage in business activities that are unrelated
        to the import/export business.

       

      
        	
                 

                 

              	
                3.

                 

              	
                Party
                  A guarantees that during the effective period of this
                  agreement, it will obtain Party B’s prior consent before developing other
                  agencies within the franchise region.

                 

              


      

      
        	
                 

                 

              	
                4.

                 

              	
                Party
                  A is responsible for providing qualified products promptly in
                  accordance with Party B’s ordering program.

                 

              


      

      
        	
                 

                 

              	
                5.

                 

              	
                Party
                  A is responsible for applying for inspection and quarantine
                  electronic service platform communication account numbers for users
                  developed by Party B.

                 

              


      

      
        	
                 

                 

              	
                6.

                 

              	
                Party
                  A is responsible for providing all product-related marketing
                  and training materials.

                 

              


      

      
        	
                 

                 

              	
                7.

                 

              	
                Party
                  A is responsible for providing the corresponding product and
                  technical training to Party B.

                 

              


      

      
        	
                 

                 

              	
                8.

                 

              	
                Telephone
                  technical support service.

                 

              


      

      
        	
                 

                 

              	
                Obligations
                  of Party B:

                 

              


      

      
        	
                 

                 

              	
                9.

                 

              	
                Party
                  B is responsible for works such as sales, service, and
                  technical support of Party A’s products in Hua Nan Region.

                 

              


      

      
        	
                 

                 

              	
                10.

                 

              	
                Party
                  B guarantees that it will observe the relevant state laws and
                  regulations and those relevant to the industry in the process of
                  product
                  sales.

                 

              


      

      
        	
                 

                 

              	
                11.

                 

              	
                Party
                  B guarantees that it will not be the franchisee for any other
                  products that have a competitive relationship with Party A in Hua
                  Nan
                  Region during the effective period of this agreement.

                 

              


      

      
        	
                 

                 

              	
                12.

                 

              	
                Party
                  B guarantees that the products that it sells are the official
                  versions of Party A’s products, and Party B guarantees that it will not
                  engage in any form of pirating activities.

                 

              


      

      
        	
                 

                 

              	
                13.

                 

              	
                Party
                  B guarantees that it will provide users with after-sales
                  service and technical support in accordance with Party A’s service
                  standards and service contents.

                 

              


      

      
        	
                 

                 

              	
                14.

                 

              	
                Party
                  B guarantees that it will make the product payments to Party
                  A within prescribed time limit.

                 

              


      

      
        	
                VIII.

                 

              	
                Product
                  Settlement Price:

                 

              


      

      
        	
                 

                 

              	
                The
                  specific settlement price is as follows:

                 

              


      

      
        	
                 

                 

              	
                1.

                 

              	
                The
                  fixed sales price of Party A’s product (software only) saleable
                  to Party B shall be **********.

                 

              


      

       

      
        	
                 

                 

              	
                3

                 

              


      

      
        



       

    

    
      CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE
        BEEN OMITTED

       

       

      
        	
                 

                 

              	
                2.

                 

              	
                Party
                  B will continue to provide service to Party A’s old
                  customers. It will charge an annual service fee of ***********,
                  of which
                  Party A and Party B will each receive *********.

                 

              


      

      
        	
                Note:

                 

              	
                The
                  settlement prices of both parties are provisional prices, which
                  may be revised in future by supplementary agreements depending
                  on the
                  circumstances.

                 

              


      

      
        	
                IX.

                 

              	
                Settlement
                  Period:

                 

              


      

      Both
        parties agree that the settlement period is three months, that is
        the products payments and service fees for that month will be deposited into
        Party A’s account before the 15th day of the fourth month after the products are
        delivered or after the customers sign the service contract. The settlement
        basis
        is the quantity of products actually purchased from Party A and delivered
        to
        Party B for that month (the “signed receipts” will prevail).

       

      
        	
                X.

                 

              	
                Agreement
                  Modification

                 

              


      

      When
        either party to the agreement requests to modify the agreement, it
        should notify the other party in writing, and the other party should respond
        within one week. All modifications of the agreement must be approved in writing
        by both parties, and they will be regarded as inseverable parts of this
        agreement.

       

      
        	
                XI.

                 

              	
                Rights
                  of Both Parties To Terminate the Agreement
                  Unilaterally

                 

              


      

      In
        the occurrence of any of the below listed circumstances, Party A is
        entitled to terminate this agreement unilaterally without assuming any liability
        for breach of agreement:

       

      
        	
                 

                 

              	
                1.

                 

              	
                Without
                  Party A’s consent, Party B is the franchisee for any other
                  products that have a competitive relationship with Party A in the
                  abovementioned sales region during the effective period of this
                  agreement.

                 

              


      

      
        	
                 

                 

              	
                2.

                 

              	
                Party
                  B fails to settle with Party A within prescribed time limit
                  and is in default of product payments for more than 30 days in
                  arrears.

                 

              


      

      
        	
                 

                 

              	
                3.

                 

              	
                Party
                  B fails to observe the relevant state laws and regulations
                  and those relevant to the industry, which damages Party A’s products and
                  reputation.

                 

              


      

      
        	
                 

                 

              	
                4.

                 

              	
                Party
                  B engages in any form of pirating activities in respect of
                  Party A’s products.

                 

              


      

      
        	
                 

                 

              	
                5.

                 

              	
                Party
                  B fails to provide after-sales service and technical support
                  to product users in accordance with Party A’s service standards and
                  service contents, which results in complaints by a large number
                  of
                  users.

                 

              


      

      
        	
                 

                 

              	
                4

                 

              


      


      


       

    

    
                      In
        the occurrence of any of the below listed circumstances, Party B is
        entitled to terminate this agreement unilaterally without assuming any liability
        for breach of agreement:

       

      
        	
                 

                 

              	
                1.

                 

              	
                Party
                  A, without Party B’s consent, develops new franchisee within
                  the Hua Nan Region during the effective period of the
                  agreement.

                 

              


      

      
        	
                 

                 

              	
                2.

                 

              	
                Party
                  A fails to provide qualified products to Party B on schedule
                  in accordance with Party B’s ordering program, and the delay is more than
                  30 days after the agreed delivery time.

                 

              


      

      
        	
                 

                 

              	
                3.

                 

              	
                Party
                  A fails to promptly apply for inspection and quarantine
                  electronic service platform communication account numbers for users
                  developed by Party B as agreed in the agreement, and the account
                  opening
                  time is more than 20 days after Party B’s application time.

                 

              


      

      
        	
                 

                 

              	
                4.

                 

              	
                Party
                  A refuses to provide all product-related marketing and
                  training materials and the corresponding product and technical
                  training to
                  Party B.

                 

              


      

      
        	
                XII.

                 

              	
                Termination
                  of the Agreement

                 

              


      

      
        	
                 

                 

              	
                This
                  agreement is automatically terminated if the following
                  circumstances occur:

                 

              


      

      
        	
                 

                 

              	
                1.

                 

              	
                Expiration
                  of the agreement.

                 

              


      

      
        	
                 

                 

              	
                2.

                 

              	
                During
                  the effective period of the agreement, with the unanimous
                  consent of both parties through consultation.

                 

              


      

      
        	
                 

                 

              	
                3.

                 

              	
                Both
                  parties fail to reach consensus on a request by either party
                  to modify the agreement, which makes the continued performance
                  of this
                  agreement impossible.

                 

              


      

      
        	
                XIII.

                 

              	
                Renewal
                  of the Agreement

                 

              


      

      120
        days before the expiration of the agreement, either party to the
        agreement should notify the other party in writing whether they wish to renew
        this agreement. If both parties reach unanimity through consultation, this
        agreement will be renewed. The failure of either party to notify the other
        party
        within the prescribed time limit will be regarded as its termination of this
        agreement, and the other party is entitled to take any measures without assuming
        any liability for breach of agreement.

       

      
        	
                XIV.

                 

              	
                Force
                  Majeure

                 

              


      

      Force
        majeure refers to events that both parties could not foresee when
        they made the agreement, and for which they cannot prevent the occurrence
        and
        cannot overcome the consequences.

       

      If
        it is impossible for one party to perform this agreement due to force
        majeure, it should promptly notify the other party of the reasons why it
        is
        impossible to perform or needs to delay the performance or perform part of
        this
        agreement, and it should provide legally valid supporting documents. Through
        consultation by both parties, the delay of 

       

      
        	
                 

                 

              	
                5

                 

              


      


      


       

    

    
      the
        performance or the performance of part of the agreement or the
        non-performance of this agreement is permitted, and part or all of the liability
        for breach of agreement may be exempted in accordance with the particular
        circumstances. If a force majeure event occurs after the party concerned
        has
        delayed the performance, it may not be exempted from all liability for breach
        of
        agreement.

       

      
        	
                XV.

                 

              	
                Liability
                  for Breach of Agreement

                 

              


      

      
        	
                 

                 

              	
                1.

                 

              	
                If
                  the continued performance of this agreement is impossible due to
                  the fault of either party under this agreement, the defaulting
                  party
                  should pay a corresponding breach penalty to the other party. The
                  amount
                  of the breach penalty will be 10 percent of the amount of the
                  agreement.

                 

              


      

      
        	
                 

                 

              	
                2.

                 

              	
                If
                  Party B fails to settle with Party A within prescribed time
                  limit, Party B should pay a delay charge to Party A at a rate calculated
                  in accordance with the bank lending interest rate for the corresponding
                  period. The calculation basis is the amount of the products payments
                  arrears and the time period.

                 

              


      

      
        	
                 

                 

              	
                3.

                 

              	
                If
                  Party A fails to provide qualified products to Party B within
                  prescribed time limit, Party A should pay a delay charge to Party
                  B at a
                  rate calculated in accordance with the bank lending interest rate
                  for the
                  corresponding period. The calculation basis is the amount of the
                  goods
                  settlement arrears and the delayed delivery period.

                 

              


      

      
        	
                XVI.

                 

              	
                Resolution
                  of Disputes

                 

              


      

      If
        a dispute arises in the course of the performance of this agreement,
        both parties should engage in friendly consultation. If it is impossible
        for
        both parties to reach unanimity through consultation, they may apply for
        arbitration, and either party who is not satisfied with the arbitral awards
        may
        appeal to the People’s Court.

       

      
        	
                 

                 

              	
                XVII.

                 

              


      

      Matters
        not covered by this agreement will be settled through
        consultation by both parties and confirmed in the form of attachments to
        the
        agreement signed by both parties. The attachments are inseverable parts of
        this
        agreement, and they have same legal effect as the agreement.

       

      The
        original of this agreement and its attachments consist of four
        identical copies, and each party keeps two copies. This agreement takes effect
        after being signed and sealed by both parties.

       

       

      [Signature
        Page Follows]

       

       

      
        	
                 

                 

              	
                6

                 

              


      


      


       

    

    
       

       

      
        	
                Party
                  A

                 

              	
                :

                 

              	
                Beijing
                  Ninetowns Ports Software and Technology Co.,
                  Ltd.

                 

              	
                 

                 

              	
                Party
                  B

                 

              	
                :

                 

              	
                Guangzhou
                  Ninetowns Wang Li Software Co., Ltd.

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                [Seal]

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                [Seal]

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Party
                  A’s Representative (Seal):

                 

              	
                 

                 

              	
                Party
                  B’s Representative (Seal):

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Date:
                  October 18, 2006

                 

              	
                 

                 

              	
                Date:
                  October 18, 2006

                 

              


      

       

       

      
        	
                 

                 

              	
                7