EX-10.5






EXHIBIT 10.5



Translation





Form
of Trademark, Trade Name and Domain Name License Agreement




between




Nanning Jetlong Technology Co., Ltd.




and




[Affiliated Consolidated Entity]








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Form
of Trademark, Domain Name and Trade Name License Agreement



This Trademark, Domain Name and Trade Name License Agreement (this “Agreement”) is entered into on
________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:




Licensor:

(1) Nanning Jetlong Technology Co., Ltd.

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

Legal Representative: Dang He




Licensee:

(1) [Affiliated Consolidated Entity]

Registered address:

Legal Representative:



In this Agreement, any of 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 effectively existing under PRC
laws;
	 
	(2)	 	Licensee is a limited liability company duly formed and effectively existing under PRC laws;
	 
	(3)	 	Licensor is the owner of the registered trademarks set forth in Annex I, the trade names set
forth in Annex II and the domain names set forth in Annex III;
	 
	(4)	 	Licensee is willing to obtain license from Licensor to use these trademarks, domain names and
trade names in PRC, while Licensor agrees to grant the license to use these trademarks,
domain names and trade names in accordance with terms and conditions set forth herein.
	 
	 	 	Therefore, upon negotiation, the Parties hereto agree as follows:
	 
	1.	 	Grant of License
	 
	1.1	 	As the consideration for Licensee’s complete compliance with the terms and conditions hereof,
Licensor hereby grants Licensee, and Licensee hereby accepts from Licensor, a non-exclusive,
non-assignable license (a license without disposal right) to use the registered trademarks set
forth in Annex I (“Trademarks”) in the PRC for the term of this Agreement.




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	1.2	 	As the consideration for Licensee’s complete compliance with the terms and conditions hereof,
Licensor hereby further grants Licensee, and Licensee hereby accepts from Licensor, a
non-exclusive, non-assignable license (a license without disposal right) to use the trade
names set forth in Annex II (“Trade Names”) in the PRC as the corporate or business names of
Licensee or a part of such names for the term of this Agreement.
	 
	1.3	 	As the consideration for Licensee’s complete compliance with the terms and conditions hereof,
Licensor hereby further grants Licensee, and Licensee hereby accepts from Licensor, a
non-exclusive, non-assignable license (a license without disposal right) to use the domain
names set forth in Annex III (“Domain Names”) in the PRC for the term of this Agreement.
	 
	1.4	 	Licensee agrees that unless specifically licensed by Licensor in writing, the Trademarks,
Domain Names and Trade Names shall be solely used by Licensee, and Licensee will not have the
right to license any other party to use the Trademarks, Domain Names and Trade Names.
	 
	1.5	 	Licensee acknowledges that every right granted hereby will depend on its fully and completely
continuous performance of all of its obligations hereunder and is subject to such performance.
	 
	2.	 	Title to Trademarks, Domain Names and Trade Names
	 
	 	 	Licensee hereby acknowledges the validity of the Trademarks, the exclusive right, title and
interest of Licensor in the Trademarks, Domain Names and Trade Names, and further
acknowledges that Licensor is the sole owner of the Trademarks, Domain Names and Trade Names.
Licensee agrees that this Agreement merely grants Licensee a license to use the Trademarks,
Domain Names and Trade Names in the form permitted by this Agreement, and at any time,
Licensee may not claim to have any right, title or interest in the Trademarks, Domain Names
or Trade Names or any goodwill arising therefrom due to its use of the Trademarks, Domain
Names and Trade Names.
	 
	 	 	Licensee undertakes, at any time, not to take or cause any other party to take any action
that may impair any right of Licensor in or to the Trademarks, Domain Names or Trade Names.
Licensee agrees that it shall obtain prior written approval from Licensor for the form and
manner using the Trademarks, Domain Names and Trade Names in Licensee’s business.
	 
	 	 	Licensee shall notify Licensor immediately after it becomes aware of any infringement on the
Trademarks, Domain Names or Trade Names or any question on Licensee’s use of the Trademarks,
Domain Names and Trade Names. Licensor shall have the sole discretion to take actions it
deems to be appropriate, and Licensee hereby agrees to provide necessary or advisable
assistance to protect Licensor’s rights and interest in any such affair.




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	 	 	Licensee agrees not to question the Trademarks, Domain Names and Trade Names or Licensor’s
title and use right therein.
	 
	3.	 	Mark and Use
	 
	3.1	 	Licensee agrees not to assert any ownership, right or interest to the title of the
Trademarks, Domain Names and Trade Names during its use of the Trademarks, Domain Names and
Trade Names. Licensee agrees to add a footnote or legend every time using the Trademarks, in
appropriate wording to achieve similar effect as follows: Changrong is a registered trademark
of Nanning Jetlong Technology Co., Ltd.
	 
	3.2	 	Licensee further agrees not to use the Trademarks to align with any trademark or trade name
of Licensee in a way that may cause the public to confuse the title to each trademark. In
using the Trademarks as licensed hereby, Licensee shall indicate Licensee’s name and mark with
characters like “Registered Trademark” or “Registered” or ®.
	 
	4.	 	Royalties
	 
	4.1	 	The Parties hereto agree that, subject to Section 4.3 hereof, the royalty for license of the
Trademarks, Domain Names and Trade Names (“Royalty”) payable by Licensee to Licensor with
respect to the license of the Trademarks, Domain Names and Trade Names granted by Licensor to
Licensee under Article 2 hereof shall be (a) twenty percent (20%) of Licensee’s gross
operational revenue for each quarter during the term of this Agreement. During the term of
this Agreement, Licensor shall have the right to adjust preceding Royalty on its own
discretion (including, without limitation, the adjustment provided in Section 4.3 hereof).
The Parties specifically agree that the Royalty shall become payable and receivable at the
date when the Trademarks, Domain Names and Trade Names Transfer Agreement between Licensor and
Licensee becomes effective.
	 
	4.2	 	Preceding Royalty shall be calculated on a quarterly basis and shall be paid in accordance
with 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
Royalty payable for such quarter;
	 
	 	(b)	 	within 60 days after the end of each quarter, Licensor shall calculate and
determine the Royalty payable for such quarter based on Licensee’s un-audited financial
statements for such quarter 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




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	 	 	 	Royalty payable for such quarter and provide Licensee a bill based on such estimation;
	 
	 	(d)	 	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 Royalty payable
for such quarter and provide Licensee a bill based on such estimation;
	 
	 	(e)	 	Licensee shall fully pay to Licensor the Royalty equal to the amount stated on
the bill. Only if Licensor or Licensee discovers any calculation discrepancy on the
bill for any quarter, Licensor shall make adjustment on the bill for the quarter
following the date when the Parties make such confirmation;
	 
	 	(f)	 	with respect to any 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 Licensee to make immediate payment.






	4.3	 	The Parties agree that the Royalties payable by Licensee to Licensor hereunder may be used to
set off the trademark, domain name and trade name transfer price (“Transfer Price”) or any
part thereof payable by Licensor to Licensee under the Trademark, Domain Name 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 Royalties hereunder, accordingly, to
ensure the net amount of the Royalties received by Licensor after deducting the Transfer Price
is not less than the amount provided in Section 4.1 hereof.
	 
	5.	 	Taxation




All business taxes, income taxes and other taxes and levies arising from implementation of this
Agreement, whether in or outside the PRC, shall be borne by Licensee.





	6.	 	Effectiveness, Registration, Term and Termination
	 
	6.1	 	This Agreement shall become effective at the date when the respective representative duly
authorized by the Parties signs hereon.
	 
	6.2	 	Licensor shall have the exclusive discretion to take actions it deems to be appropriate to
achieve registration and renewal of the Trademarks. Licensee shall use its best efforts to
assist Licensor to achieve registration and renewal of such Trademarks with relevant PRC
government authorities in accordance with relevant PRC laws. A duplicate copy of this
Agreement shall be registered and filed with the Trademark Administration Bureau of the PRC.
Furthermore, if this Agreement is modified or terminated, Licensee shall cooperate with
Licensor to accomplish change or deregistration of this Agreement.




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	6.3	 	Unless early terminated in accordance with Section 6.5 hereof, with respect to every
Trademark herein, this Agreement shall be continuously valid in the valid registration term of
such Trademark. The term of this Agreement shall be extended correspondingly, if the valid
registration term of any Trademark is renewed in the future, unless Licensor indicates
otherwise in writing three months earlier.
	 
	6.4	 	Upon expiration or termination of this Agreement, Licensee shall:






	(a)	 	immediately cease any further use of the Trademarks, Domain Names and Trade Names;
	 
	(b)	 	remove as early as possible any reference to the Trademarks, Domain Names and/or Trade Names
from Licensee’s operation (including tags, advertising materials, technical materials,
telephone number records, letterheads and stationeries, designs and marks). Any expense
arising from such removal, either conducted by Licensor or Licensee (or its agents) shall be
borne by Licensee;
	 
	(c)	 	take all necessary measures to delete from records of the Trademark Administration Bureau of
the PRC Licensee’s name registered for using the Trademarks. In addition, if Licensee fails
to take such measures, Licensor shall have the right to take all necessary actions for such
purpose with all such expenses incurred borne by Licensee;
	 
	(d)	 	cease as early as possible to use the Trade Names either in Chinese or English as a part of
its company name or business name in any form or manner; and
	 
	(e)	 	make sure that any company name or business name that Licensee may adopt or use in the future
will not contain any word or words substantially similar to the English characters or the
Chinese characters having the same effect in pronunciation and appearance of the Trademarks.
	 
	6.5	 	Notwithstanding any provision herein to the contrary, Licensor shall have the right to notify
Licensee at any time to terminate this Agreement or any party hereof before expiration.
Without consent of Licensor, Licensee may not terminate this Agreement before expiration. In
case of breach of this section, Licensee shall compensate Licensor in an amount no less than
the Royalties receivable by Licensor for the remaining term of this Agreement (including such
Royalties receivable after adjustment in accordance with this Agreement).
	 
	7.	 	Security Extension, Assignment and Sublicense
	 
	7.1	 	Licensee may not create or extend any security extension on the Trademarks, Domain Names and
Trade Names, nor lease or sublicense any other party, company or individual the use of the
Trademarks, Domain Names and Trade Names or any right or obligation hereunder. Licensor may
assign any or part of its rights and obligations hereunder to any third party by providing a
written notice to Licensee.
	 
	8.	 	Undertakings and Warranties




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






	8.2	 	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.
	 
	9.	 	Modification
	 
	9.1	 	Any modification to this Agreement shall be made in writing and become effective upon
execution by the Parties or its respective representative.
	 
	9.2	 	Unless explicitly agreed, any modification will not constitute general waiver of any
provision hereof, or affect any right, obligation or liability provided hereunder or accrued
until the date of such modification hereby. In addition, other than the right and obligation
that are modified (and only to the extent as modified), all rights and obligations of the
Parties under or in accordance with this Agreement shall remain sufficiently effective and
binding.
	 
	10.	 	Severability




If and to the extent any provision of this Agreement is deemed illegal, invalid or unenforceable,
such provision shall be invalid and deemed excluded from this Agreement, while other provisions
hereof shall not lose effect accordingly.





	11.	 	Breach of Contract




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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. If both Parties are in breach of this Agreement, the Parties shall bear its
liability for breach of contract, respectively, as the case may be. Each Party warrants to each
other that it will fully compensate all losses incurred by the other Party due to breach of
contract of such Party.





	12.	 	Force Majeure




After execution of this Agreement, if the implementation of this Agreement is directly affected by
earthquake, typhoon, flood, war, serious market price fluctuation, nationwide industry policy
adjustment, government act and any other unforeseeable and unavoidable force majeure event, or any
Party cannot perform its obligation in accordance with this Agreement due to such force majeure
event, such Party involved in such force majeure event shall promptly notify the other party of the
event in writing. The parties will discuss and determine to terminate, change or delay
implementation of this Agreement, as the case may be, depending on effect of such force majeure
event on this Agreement.





	13.	 	Dispute Resolution and Governing Law
	 
	13.1	 	The execution, interpretation and implementation of this Agreement as well as resolution of
disputes related to this Agreement shall be governed by PRC laws.
	 
	13.2	 	All disputes under 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.
	 
	14.	 	Miscellaneous
	 
	14.1	 	With respect to matters not covered by this Agreement, the Parties hereto agree to resolve
them 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.
	 
	14.2	 	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



Trademarks licensed by Licensor in accordance with this Agreement are:




	 	 	 	 	 	 	 
	 	 	 	 	Approved Category	 	Valid Registration
	Trademark Name	 	Registered Owner	 	of Service	 	Term
	 
	 	 	 	 	 	 






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Annex II




Trade Names licensed by Licensor in accordance with this Agreement are:




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Annex III



Domain Names licensed by Licensor in accordance with this Agreement are:




	 	 	 	 	 	 	 
	 	 	 	 	Registered	 	Expiry
	Domain Name	 	Registered Owner	 	Time	 	Time






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	 	 	 	 	Registered	 	Expiry
	Domain Name	 	Registered Owner	 	Time	 	Time
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






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