Ex-10.4






EXHIBIT 10.4


Translation




Form
of Exclusive Technology Support Agreement




between



Nanning Jetlong Technology Co., Ltd.



and



[Affiliated Consolidated Entity]




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Form
of Exclusive Technology Support Agreement



This
Exclusive Technology Support Agreement (this “Agreement”)
is entered into on ________ in
Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:




Licensor: Nanning Jetlong Technology Co., Ltd.

Registered address: Room 507, Floor 5, Maohong Building, No. 15 Chuangxin West Road, Nanning

Legal Representative: Dang He




Licensee: [Affiliated Consolidated Entity]

Registered address:

Legal Representative:



In this Agreement, any of the above parties is hereinafter referred to as one “Party”, Nanning
Jetlong Technology Co., Ltd., as Licensor, [Affiliated Consolidated Entity], as Licensee and
Licensor and Licensee, collectively, as the “Parties”.



Whereas:





	(1)	 	Licensor is a wholly foreign owned enterprise duly formed and validly existing under PRC
laws;
	 
	(2)	 	Licensee is a limited liability company duly formed and validly existing under PRC laws;
	 
	(3)	 	Licensor has extensive experience and professionals with respect to technology development
and technical service;
	 
	(4)	 	Licensee demands relevant technical service provided by Licensor during its operation of
business;
	 
	(5)	 	Licensor agrees to grant the Licensee the license to use relevant technologies on a fee basis
and Licensee agrees to accept such license and pay relevant fees.
	 
	 	 	Therefore, upon friendly negotiation, the Parties hereto agree as follows:




Article 1 Exclusive Technical Service; Exclusive Right





	1.1	 	During the term of this Agreement, Licensor agrees to provide to Licensee relevant technical
service (specific content of such service is set forth in Annex I), as Licensee’s exclusive
technical service provider in accordance with terms and conditions hereunder.
	 
	1.2	 	Licensee agrees to accept the technical service provided by Licensor, and Licensee further
agrees that, during the term of this Agreement, it will not accept the same or




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	 	 	similar technical service provided by any
third party, unless agreed by Licensor in
writing in advance.




Article 2 Fee Rate and Payment





	2.1	 	The Parties hereto agree that, subject to provisions in Section 2.3 hereof, the aggregate
technical service fees to be paid by Licensee to Licensor with respect to the exclusive
technical service to be provided by Licensor to Licensee under Article 2 hereof shall be equal
to the higher of (a) twenty-five percent (25%) of Licensee’s gross operational revenue for
each quarter during the term of this Agreement, and (b) Renminbi equivalent of 500,000 US
Dollars for each quarter during the term of this Agreement. During the term of this
Agreement, Licensor shall have the right to adjust above technical service fees at its own
discretion (including without limitation the adjustment provided in Section 2.3 hereof)
without consent of Licensee.
	 
	 	 	The Parties specifically agree that the technical service fee shall become payable and
receivable upon the execution date of this Agreement.
	 
	2.2	 	Aforementioned technical service fees shall be calculated on a quarterly basis and shall be
paid in accordance with the following:






	 	(a)	 	within 60 days after the end of each quarter, Licensee shall provide to Licensor
its unaudited financial statements for such quarter to allow Licensor to calculate the
technical service fee payable for such quarter;
	 
	 	(b)	 	within 60 days after the end of each quarter, Licensor shall calculate and
determine the technical service fee payable for such quarter based on Licensee’s
unaudited financial statements for such quarter as provided by Licensee and provide
Licensee a bill;
	 
	 	(c)	 	If Licensee fails to provide Licensor its financial statements on schedule within
60 days after the end of each quarter, Licensor shall have the right to estimate
Licensee’s gross operational revenue for such quarter to calculate the technical service
fee payable for such quarter and provide Licensee a bill based on such estimation;
	 
	 	(d)	 	Licensee shall, within 60 working days after receiving the bill from Licensor,
pay to Licensor the technical service fee in accordance with such bill;
	 
	 	(e)	 	Licensee shall fully pay to Licensor the technical service fee equal to the
amount stated on the bill. Only if Licensor or Licensee discovers any calculation
discrepancy on the bill for any quarter, such discovering Party may point out such
discrepancy to the other Party. To the extent the Parties have confirmed existence of
such calculation discrepancy on relevant bill, Licensor shall make adjustment
accordingly on the bill for the quarter following the date when the Parties make such
confirmation;




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	 	(f)	 	with respect to other amount due and payable by Licensee to Licensor (whether
payable under this Agreement or otherwise), Licensor shall have the right to add such
amount into a bill and request that Licensee make immediate payment.






	2.3	 	The Parties agree that the technical service fees payable by Licensee to Licensor hereunder
may be used to set off the trademark and trade name transfer price (“Transfer Price”) or any
part thereof payable by Licensor to Licensee under the Trademark and Trade Name Transfer
Agreement (“Transfer Agreement”) entered into by the Parties on March 28, 2008. If Licensor
is required to pay to Licensee any Transfer Price in accordance with the Transfer Agreement,
Licensor shall have the right to increase the technical service fee hereunder accordingly to
ensure the net amount of technical service fee received by Licensor after deducting the
Transfer Price is not less than the amount provided in Section 2.1 hereof.




Article 3 Intellectual Property and Protection





	3.1	 	Licensee agrees, in and after the term of this Agreement, not to question Licensor’s right to
Licensor’s technology or validity of this Agreement, nor to take any action that Licensor
deems to have an adverse effect on Licensor’s right and license.






	3.2	 	Licensee agrees that all intellectual property and any rights derived thereof to all research
and development achievements realized by Licensor due to implementation of this Agreement
and/or other agreements between the Parties (whether such achievement is realized by Licensor
alone or together with Licensee) shall be with Licensor, including without limitation, patent
application rights, software copyright, title to know-how, technical documentation as carrier,
copyright to materials and title to other intellectual property, license rights and right to
transfer aforementioned intellectual property. The rights and obligations under this Section
3.2 shall survive the termination of this Agreement.




Article 4 Obligation of Assistance





	4.1	 	During Licensor’s performance of its obligation hereunder, Licensee shall take all actions
and measures to provide to Licensor reasonably necessary assistance and convenience to allow
Licensor to provide the technical service under this Agreement.




Article 5 Confidentiality





	5.1	 	Each Party undertakes to the other Party, unless required by applicable laws and relevant
regulatory authorities, at any time, without prior written consent of the other Party, not to
disclose directly or indirectly or reveal to its partners, shareholders, directors, senior
officers, employees, agents or affiliates any commercial or technical confidential information
of the other Party obtained by it during negotiation, execution and implementation of any
matter contemplated hereunder, other than authorized attorneys and accountants.




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Article 6 Term of Agreement





	6.1	 	This Agreement shall become effective at the date when the respective legal representative or
his authorized representative of the Parties signs hereon, with a term of twenty years
commencing on the execution date, unless terminated before expiration in accordance with this
Agreement or provisions of relevant agreements entered into by the parties separately. Upon
expiration of this Agreement (including expiration of any renewed term), unless Licensor
notifies not to renew in writing three months in advance, this Agreement shall be
automatically renewed for another twenty years.






	6.2	 	Without consent of Licensor, Licensee may not terminate this Agreement or the technical
service hereunder before expiration. In case of breach of this section, Licensee shall
compensate Licensor in an amount no less than the technical service fees receivable by
Licensor for the remaining term of this Agreement (including such technical service fees
receivable after adjustment in accordance with this Agreement).




Article 7 Assignment of Rights and/or Obligations





	7.1	 	Without prior written consent of Licensor, Licensee may not assign any of its rights and
obligations hereunder. Licensor may assign all or part of its rights and obligations
hereunder to any third party by providing a written notice to Licensee.




Article 8 Breach of Contract





	8.1	 	The breach of any Party hereto of any obligation or undertaking hereunder or any untrue or
misleading statement (whether intentional or not) contained in any representation made herein
by any party, which results in complete or partial unenforceability of this Agreement, shall
constitute a breach of contract of such Party and such Party shall bear the liability for its
breach of contract and fully compensate all losses incurred by the other Party due to such
breach of contract.




Article 9 Representations and Warranties





	9.1	 	On the execution date of this Agreement, each Party warrants and undertakes to the other
Party that the following representations are true and correct and are not breached or
misleading in any aspect:






	 	(i)	 	it is a legal person entity duly formed and validly existing under PRC laws;
	 
	 	(ii)	 	it has all power and authority to enter into this Agreement and fulfill its
obligations hereunder;
	 
	 	(iii)	 	its authorized representative signing on this Agreement has been granted full
authority to execute this Agreement in accordance with a valid power of attorney or a
resolution of board of directors or shareholders’ meeting; and




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	 	(iv)	 	upon execution by authorized representatives of the Parties, this Agreement,
along with its annexes, becomes legally effective to and binding on the Parties.






	9.2	 	Licensee undertakes that, upon request of Licensor, Licensee will cause its subsidiary owned
by it from time to time (which refers to any company, enterprise or other entity having legal
person qualification controlled by Licensee directly or indirectly, that is, (a) more than
half of voting rights in such entity is held by Licensee directly or indirectly; (b) more than
half of its distributable profit is held by Licensee directly or indirectly; (c) the
composition of its board of directors is controlled by Licensee directly or indirectly; or (d)
more than half of equity interest in such entity is held by Licensee directly or indirectly)
to promptly enter into with Licensee an agreement that has the same substantial content as
this Agreement, and urge such subsidiary to strictly comply with such agreement.




Article 10 Miscellaneous





	10.1	 	With respect to matters not covered by this Agreement, the Parties hereto agree to resolve in
the form of written supplementary agreements. Any written supplementary agreement related to
this Agreement shall become part of this Agreement and have the same legal effect as this
Agreement upon execution of the Parties hereto.
	 
	10.2	 	The execution, interpretation and implementation of this Agreement as well as resolution of
disputes related to this Agreement shall be governed by PRC laws.
	 
	10.3	 	Any dispute arising from or related to this Agreement shall be resolved through friendly
discussion between the parties. If such dispute cannot be resolved through discussion within
thirty days after such dispute arises, any party will have the right to submit such dispute
for arbitration by the Beijing Commission of China International Economic and Trade
Arbitration Commission in accordance with its arbitration rules effective and applicable at
the time of filing such arbitration. The arbitration award shall be final and binding on all
parties involved therein; during such arbitration, except for the matter or obligation in
dispute subject to arbitration, the Parties hereto shall continue with performance of other
obligations herein.
	 
	10.4	 	All annexes of this Agreement shall be part of this Agreement, having the same legal effect
as this Agreement.
	 
	10.5	 	This Agreement is executed in Chinese with two originals, each of which is kept by each Party
hereto and each original shall have the same legal effect.




(The remainder of this page is intentionally left blank)



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(Signature Page)



Licensor:



Legal Representative or Authorized Representative (Signature):



Licensee:



Legal Representative or Authorized Representative (Signature):







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Annex I: Breakdown List of Technical Service



1. Technical service for recording promotion videos of clients



2. Technical support for network interactive advertisement



3. Technical service for recording digital TV, movie and cartoon videos



4. TV and movie screen service, etc.





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