Exhibit 10.16


 


Equipment Leasing Agreement


 


This Equipment Leasing Agreement (this “Agreement”) is made and entered into by and between the following
Parties on the  23rd day of September, 2005 in Beijing, China.


 


	
  Party A:

  	
   

  	
  ChinaCache Network
  Technology (Beijing) Co., Ltd.

  
	
  Address:

  	
   

  	
  Unit
  at 2/F of New Integration Building, No.8 A Liang Qiu Garden, Ta Yuan, Haidian
  District, Beijing

  
	
   

  	
   

  	
   

  
	
  Party B:

  	
   

  	
  Beijing Blue I. T.
  Technologies Co., Ltd.

  
	
  Address:

  	
   

  	
  No. 8
  A, Lang Qiu Garden, Ta Yuan, Hai Dian 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 the People’s Republic of China (“China”),
and has the right to lease the equipment listed in
the Appendix I to this agreement (the “Target Equipment”);


 


2.      Party B is a company with exclusively domestic
capital registered in  China;


 


3.      Party A
agrees to lease to Party B, and Party B agrees to lease from Party A, the
Target Equipment in accordance with the terms and conditions of this Agreement.


 


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


 


1.             Lease of Target Equipment


 


Party A agrees to lease to Party B, and Party B agrees to lease from Party A,
the Target Equipment in accordance with the terms and conditions of this
Agreement.


 


2.             Scope


 


The
Target Equipment under this Agreement may only be used within Party B’s
determined business scope.  Party B agrees
not to use or authorize others to use the Target Equipment by any other means,
unless otherwise provided in this Agreement.


 


3.             Payment Method


 


Party
B agrees to pay a rent to Party A, the detailed calculation of which and the
payment of which are set forth in Appendix II to this Agreement.


 


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4.             Confidentiality


 


4.1           Party B shall kept in confidentiality of any confidential materials and
information of Party A which it knows or has access to due to the lease of the
Target Equipment (the “Confidential Information”).  Upon the termination of this Agreement, Party
B shall return or destroy any documents, materials or software that contain
Confidential Information, and delete any Confidential Information from any
memory device, and refrain from using such Confidential Information any longer.
Without Party A’s written consent, Party B shall not disclose, give or transfer
such Confidential Information to any third parties.


 


4.2           The Parties agree that Section 4.1 shall survive any changes to,
and rescission or termination of, this Agreement.


 


5.             Representations and Warranties


 


5.1           Party A hereby
represents and warrants as follows:


 


5.1.1        Party A is a foreign invested enterprise legally registered and validly
existing in Beijing in accordance with the laws of China.


 


5.1.2        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.


 


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


 


5.2           Party B hereby
represents and warrants as follows:


 


5.2.1        Party B is a company legally
registered and validly existing in accordance with the laws of China;


 


5.2.2        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,
and will not violate any restrictions in law or otherwise binding or having an
impact on Party B.


 


5.2.3        This Agreement, upon due execution, constitutes Party B’s
legal, valid and binding obligations, and shall be enforceable against it.


 


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6.             Party A’s Right to Lease and Protection of Party A’s
Rights


 


6.1           Party
B agrees not to, within and after the term of this Agreement, challenge Party A’s
right to lease and other rights with respect to the Target Equipment, challenge
the effectiveness of this Agreement, or commits any action or inaction that, as
deemed by Party A, prejudice Party A’s above right and the lease hereunder.


 


6.2           Party
B agrees to provide necessary assistance to help Party A to protect its rights
in the Target Equipment. Once any third
party brings up a claim against the Target Equipment, based on its own
discretion, Party A may defend such claim either in its own name, in Party B’s
name, or in both Parties’ names.  If any
third party commits any infringement to the Target Equipment, Party B shall, to
its best knowledge, promptly notify Party A in writing of such infringement;
only Party A is entitled to decide whether to adopt any action against such infringement.


 


6.3           Party
B agrees to use the Target Equipment only in accordance with this Agreement,
and not to use the Target Equipment by any means that, as deemed by Party A, is
fraudulent, misleading or otherwise prejudicing the Target Equipment.


 


7.             Effectiveness and Term


 


7.1           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 five 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.


 


7.2           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.


 


8.             Termination


 


8.1           Termination upon Expiration


 


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


 


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8.2           Early Termination


 


If any Party commits material breach, including but
not limited to breach of obligations under Sections 6.1, 6.2 and 6.3 of this
Agreement, and fails to correct such breach within 30 days after receiving the
non-breaching Party’s notice of the occurrence and existence of the breach, the
non-breaching Party may terminate this Agreement upon giving a written notice
to the breaching Party, but the termination of this Agreement does not
prejudice the terminating Party’s rights or remedies granted by laws or
otherwise.


 


During the term of this Agreement, Party A may
terminate this Agreement by giving a written notice to Party B at any time,
which notice shall be effective 30 days after being sent.


 


8.3           Surviving Provisions


 


Sections 3,  4, 6  and
12 shall survive the termination of this Agreement.


 


9.             Force Majeure


 


9.1           “Force Majeure Event” means any event that is beyond reasonable control
of one Party and cannot be avoided even the affected Party has paid reasonable
attention, such events include but are not limited to governmental actions,
natural force, fires, explosions, storms, floods, earthquakes, tides, flashes,
or wars.  However, lack of credit, funds
or financing shall be deemed to be events that are beyond one Party’s
reasonable control.  The Party affected
by “Force Majeure Event” shall notify the other Party of such event as soon as
possible.


 


9.2           Whenever the performance of this Agreement is delayed or hindered due to
“Force Majeure Event” defined above, the affected Party shall not bear any liabilities
under the Agreement to the extent it is delayed or hindered by the Force
Majeure Event, and shall take appropriate measures to reduce or eliminate the
effect of the “Force Majeure Event” and make its best efforts to restore the
performance of the obligations that have been delayed or hindered.  Once the Force Majeure Event is eliminated,
the Parties agree to use their best efforts to restore the performance of the
Agreement.


 


10.           Notices


 


All notices and other communications required or
permitted to be given pursuant to this Agreement shall be written in both
Chinese and English, and shall be deemed to have been effectively given when
delivered personally or sent by registered mail, postage prepaid mail, or
recognized courier service or by image-text facsimile transmission to the
addresses of relevant Party or Parties set forth below.


 


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


Address:  unit at 2/F of New Integration Building, No.8 A Liang Qiu Garden, Ta
Yuan, Haidian District, Beijing


Attn:
General Manager


 


	
  Party
  B:

  	
  Beijing Blue
  I. T. Technologies Co., Ltd.

  
	
  Address:

  	
  No. 8
  A, Lang Qiu Garden, Ta Yuan, Hai Dian District, Beijing

  
	
  Attn:

  	
  General
  Manager

  



 


11.           Sub-lease and Mortgage


 


Without Party A’s written consent, Party B shall
not sub-lease or mortgage to any third party the Target Equipment leased by
Party A to Party B under this Agreement..


 


12.           Dispute Resolution


 


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 awards are
final and binding on both Parties.


 


13.           Applicable Laws


 


The effectiveness, interpretation and enforcement
of this Agreement is governed by the laws of the PRC.


 


14.           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 relate to this Agreement shall be an
integral part of this Agreement and shall have the same legal effect as this
Agreement.


 


15.           Severability


 


In the event that any provisions of this Agreement
are found to be invalid or unenforceable due to conflict with any applicable
laws or regulations, such provisions shall not be invalid or unenforceable
within the jurisdiction of such applicable laws and regulations, and shall not
affect the legal effect of other provisions of the Agreement.


 


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16.           Appendixes


 


Any appendix to this Agreement is an integral part
of the Agreement, and has the same legal effect to the Agreement.


 


17.           Miscellaneous


 


This Agreement is written in Chinese in two copies,
each Party holding one copy.


 


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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 Blue I.
  T. Technologies Co., Ltd.

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/
  Xiaohong Kou

  	
   

  
	
  Name:

  	
  Xiaohong
  Kou

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
				



 


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