Exhibit 10.25


 


Exclusive Business Cooperation Agreement


 


This
Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered
into by and between the following Parties on July 31, 2008 in Beijing, People’s
Republic of China (the “PRC” or “China”).


 


Party A:       ChinaCache
Network Technology (Beijing) Co., Ltd.


Address:      Floor
6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road, Chaoyang District,
100016, Beijing


 


Party B:       Beijing
Jingtian Technology Co., Ltd.


Address:        807, Tower D, No.9 Shang
Di Third Street, Haidian District, Beijing


 


Each of Party A and Party B shall be hereinafter referred to as a
“Party”  respectively, and as the “Parties” collectively.


 


Whereas,


 


1.                   Party A is a wholly foreign owned enterprise established in China, and has
the necessary resources to provide
technical services and business consulting services;


 


2.                   Party B is a
company with exclusively domestic capital registered in  China and may engage in software system development business (“Principal Business”) as approved by the relevant
governmental authorities in China;


 


3.                   Party A is willing to provide Party B with exclusive full business
supporting (technical, consulting etc.) services in
relation to the Principal Business during the term of this Agreement utilizing its
own advantages in human resources,
technology and information, and Party B is
willing to accept such services provided by Party A
or Party A’s designee(s), each on the terms set forth herein.


 


Now,
therefore, through mutual discussion, Party A and Party B have reached the
following agreements:


 


1.             Services
Provided by Party A


 


1.1           Party
B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with complete business support and technical and consulting services during the term
of this Agreement, in accordance with the terms and conditions of this
Agreement, which may include all services within the
business scope of Party B as may be determined from time to time by Party A,
such as but not limited to technical services,
business consultations, intellectual property licenses,  equipment or property leasing, marketing consultancy, system
integration, product research and development, and system maintenance.


 


1.2           Party
B agrees to accept all the consultations and services provided by Party A.
Party B further agrees that unless with Party A’s prior written


 


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consent, during the term of this Agreement,
Party B shall not accept any identical or similar consultations and/or services
provided by any third party and shall not establish any similar cooperation
relationship with any third party regarding the matters contemplated by this
Agreement. The Parties agree that Party A may appoint other parties, who may
enter into certain agreements described in Section 1.4 with Party B, to provide
Party B with the services and/or consultations and/or services under this
Agreement.


 


1.3           Both
Parties agree that, if relevant governmental approvals, examination, or filings
or registrations are necessary under the PRC laws and regulations for the
technical service or business consultation provided by Party A or its designees
as well as agreements entered into relating thereto, Party B shall be
responsible to obtain such approval, examination, filings or registrations.


 


1.4           Service Providing Methodology


 


1.4.1        Party
A and Party B agree that during the term of this Agreement and based on actual
situation, Party B and Party A or its designees may enter into further
technical service agreements and business consultation service agreements,
which shall provide the specific contents, manner, personnel, and fees for the
specific technical services and consulting services.


 


1.4.2        To
fulfill this Agreement, Party A and Party B agree that during the term of this
Agreement, both Parties, directly or through their respective affiliates, may
enter into intellectual property (including but not limited to software,
trademark, patent and know-how) license agreements, which shall permit Party B
to use Party A’s relevant intellectual property rights, at any time and from
time to time based on the needs of the business of Party B.


 


2.             The Calculation and Payment of
the Service Fees, and Provisions Regarding
Profits and Losses


 


The parties agree that,
with respect to the services provided by Party A to Party B under this
Agreement, Party B shall pay Party A service fee which equals to 100% of its
net income (the “Service Fee”).  The
Service Fee shall be paid by month; with Party A’s prior written consent, the
amount of the Service Fee may be adjusted based on Party B’s operation
needs.  Party B shall, within 15 days
after the last day of each month, (a) provide Party A with Party B’s management
report and operational accounts for that month, including Party B’s net income
of that month (“Monthly Net Income”); (b) pay 100% of the Monthly Net Income to
Party A (“Monthly Payment”). Party B shall ,within 60 days after the end of
each fiscal year, (a) provide Party A with Party B’s audited financial
statements for that fiscal year, which shall be audited and certified by an
independent accountant approved by Party A; (b) if


 


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the audited financial
statements indicates that there are any deficiency in the total amount of the
Monthly Payments made by Party B to Party A, Party B shall make up the
difference to Party A.  The Parties agree
that, if Party B’s operation incurs any losses, Party A shall bear such losses
and shall compensate 100% of Party B’s losses, the methods of which include but
are not limited to arrangement by Party A of a loan to Party B to support its
continuing operation or other method negotiated and confirmed in writing by
both Parties at that time.


 


3.                                       Intellectual Property Rights and Confidentiality
Clauses


 


3.1           Party
A shall have exclusive and proprietary rights and interests in all rights,
ownership, interests and intellectual properties arising out of or created
during the performance of this Agreement, including but not limited to
copyrights, patents, patent applications, trademarks, software, technical
secrets, trade secrets and others, regardless of whether they have been
developed by Party A or Party B.  Party B
shall execute all appropriate documents, adopt all appropriate actions, submit
all appropriate documents and/or application, provide all appropriate
assistance, and make all other actions deemed as necessary based on Party A’s
own discretion, to grant the ownership, rights and interests in such
intellectual property to Party A, and/or improve the protection of such
intellectual property of Party A.


 


3.2           The Parties acknowledge that any oral or written information exchanged among
them with respect to this Agreement is confidential  information.
Each Party shall maintain the confidentiality of all such information, and
without obtaining the written consent of the
other Party, it shall not
disclose any relevant information to any third parties, except in the following
circumstances: (a) such information is or will be in the public domain
(provided that this is not the result of a public disclosure by the receiving Party); (b) information disclosed as required by applicable laws or
rules or regulations of any stock exchange; or
(c) information required to be disclosed by any Party to its legal counsel or
financial advisor regarding the transaction contemplated hereunder, and such
legal counsel or financial advisor are also bound by confidentiality duties
similar to the duties in this Section. Disclosure
of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential
information by such Party, which Party shall be held liable for breach of this
Agreement. This Section shall
survive the termination of this Agreement for any reason.


 


3.3           The Parties agree that this Section shall survive changes to, and
rescission or termination of, this Agreement.


 


4.             Representations and Warranties


 


4.1           Party A hereby represents
and warrants as follows:


 


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4.1.1        Party A is a company legally registered and validly existing in
accordance with the laws of China.


 


4.1.2        Party A’s execution and
performance of this Agreement is within its
corporate capacity and the scope of its business operations; Party A has
taken necessary corporate actions and been given appropriate authorization and
has obtained the consent and approval from third parties and government
agencies, and will not violate any restrictions in law or otherwise binding or
having an impact on Party A.


 


4.1.3        This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable in
accordance with its terms.


 


4.2                                 Party B hereby
represents and warrants as follows:


 


4.2.1        Party B is a company legally
registered and validly existing in accordance with the laws of China and has obtained governmental approvals and
licenses necessary for the Principal Business;


 


4.2.2        Party
B’s execution and performance of this Agreement is within its corporate
capacity and the scope of its business operations; Party B has taken necessary
corporate actions and given appropriate authorization and has obtained the
consent and approval from third parties and government agencies to execute and
perform this Agreement, which will not violate any restrictions of the PRC laws
and regulations.


 


4.2.3        This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be
enforceable against it.


 


5.             Effectiveness and Term


 


5.1           This Agreement is executed
on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of
this Agreement or relevant agreements separately executed between the Parties,
the term of this Agreement shall be ten years. After the execution of this Agreement, both Parties shall review this
Agreement every three months to determine whether to amend or supplement the
provisions in this Agreement based on the actual circumstances at that time.


 


5.2           The term of
this Agreement may be extended if confirmed in  writing by
Party A prior to the expiration thereof. The extended term  shall be determined by
Party A, and Party B shall accept such extended term unconditionally.


 


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6.             Termination


 


6.1           Unless renewed in accordance
with the relevant terms of this Agreement, this Agreement shall be terminated
upon the date of expiration hereof.


 


6.2           During the term
of this Agreement, unless Party A commits gross negligence, or a fraudulent
act, against Party B, Party B shall not terminate this Agreement prior to its
expiration date. Nevertheless, Party A shall have the right to terminate this
Agreement upon giving 30 days’ prior written notice to Party B at any time.


 


6.3           The rights and
obligations of the Parties under Articles 3, 6.3, 7 and 8 shall survive the termination
of this Agreement.


 


7.             Governing Law and Resolution of Disputes


 


7.1           The execution,
effectiveness, construction, performance, amendment and termination of this
Agreement and the resolution of disputes hereunder shall be governed by the
laws of China.


 


7.2           In the event of
any dispute with respect to the construction and performance of the provisions
of this Agreement, the Parties shall negotiate in good faith to resolve the
dispute. In the event the Parties fail to reach an agreement on the resolution
of such a dispute within 30 days after any Party’s request for resolution of
the dispute through negotiations, any Party may submit the relevant dispute to the
China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its then-effective arbitration rules. The arbitration shall
be conducted in Beijing, and the language used during arbitration shall be
Chinese. The arbitration ruling shall be final and binding on both Parties.


 


7.3           Upon the
occurrence of any disputes arising from the construction and performance of
this Agreement or during the pending arbitration of any dispute, except for the
matters under dispute, the Parties to this Agreement shall continue to exercise
their respective rights under this Agreement and perform their respective
obligations under this Agreement.


 


8.             Indemnification


 


Party B shall
indemnify and hold harmless Party A from any losses, injuries, obligations or expenses
caused by any lawsuit, claims or other demands against Party A arising from or
caused by the consultations and services provided by Party A at the request of
Party B, except where such losses, injuries,
obligations or expenses arise from the gross negligence or willful misconduct of
Party A.


 


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9.             Notices


 


9.1           All
notices and other communications required or permitted to be given pursuant to
this Agreement shall be delivered personally or sent by registered mail,
postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. 
A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to
have been effectively given shall be determined as follows:


 


9.1.1        Notices
given by personal delivery, by courier service or by registered mail, postage
prepaid, shall be deemed effectively given on the date of delivery or refusal
at the address specified for notices.


 


9.1.2        Notices
given by facsimile transmission shall be deemed effectively given on the date
of successful transmission (as evidenced by an automatically generated
confirmation of transmission).


 


9.2           For
the purpose of notices, the addresses of the Parties are as follows:


 


Party A: Floor
6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road, Chaoyang District,
100016, Beijing

Fax: + 8610-6437 4251


 


Party B: 807, Tower D, No.9 Shang Di Third Street,
Haidian District, Beijing

Fax:


 


9.3           Any Party may at any time change its address for notices by a notice
delivered to the other Party in
accordance with the terms hereof.


 


10.           Assignment


 


10.1         Without Party A’s prior
written consent, Party B shall not assign its rights and obligations under this
Agreement to any third party.


 


10.2         Party B agrees
that Party A may assign its obligations and rights under this Agreement to any
third party upon a prior written notice to Party B but without the consent of Party
B.


 


11.           Severability


 


In the event that one or
several of the provisions of this Agreement are found to be invalid, illegal or
unenforceable in any aspect in accordance with any laws or regulations, the
validity, legality or enforceability of the remaining provisions of this
Agreement shall not be affected or compromised in any aspect. The Parties shall
strive in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the


 


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greatest extent permitted
by law and the intentions of the Parties, and the economic effect of such effective
provisions shall be as close as possible to the economic effect of those
invalid, illegal or unenforceable provisions.


 


12.           Amendments and Supplements


 


Any amendments and supplements to this Agreement
shall be in writing. The amendment agreements and supplementary agreements that
have been signed by the Parties and that relate to this Agreement shall be an
integral part of this Agreement and shall have the same legal validity as this
Agreement.


 


13.           Language and Counterparts


 


This Agreement is written in both Chinese in two
copies, each Party having one copy with equal legal validity.


 


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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute
this Agreement as of the date first above written.


 


 


Party A: ChinaCache
Network Technology (Beijing) Co., Ltd.


 


 


	
  By:

  	
      /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: Beijing Jingtian Technology Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/
  Xinxin Zheng

  	
   

  
	
  Name: Xinxin Zheng

  	
   

  
	
  Title: Legal
  Representative

  	
   

  



 


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