Exhibit 10.15


 


Exclusive
Technical Support and Service Agreement


 


This Exclusive Technical Support and Services
Agreement (the “Agreement”) is executed by the following parties on
September 23, 2005 in Beijing:


 


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


 


Party B:              Beijing Blue I. T. Technologies
Co., Ltd.


 


Whereas: Party A is a duly registered and established
wholly foreign owned enterprise, has strong technical development and
supporting strength, and rich experience in providing technical support and
services;


 


Whereas: Party B needs professional technology company
to provide technical support and services to it during its operation.


 


Based on the above, through friendly negotiation and
based on the principles of equality and reciprocity, both parties agree to the
following provisions and intend to be bound by such provisions:


 


Article I   Technical Support and Services


 


1.1                                 Party A agrees to provide to Party B, and
Party B agrees to accept from Party A the technical support and services in accordance
with the terms and conditions of this Agreement, the detailed contents of which
are as follows:


 


(1)        To make research and development of relevant
technologies according to Party B’s business needs;


 


(2)        To take charge of daily maintenance, supervision,
testing and debugging 


 


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for Party B’s computer network equipment;


 


(3)        To provide technical consultation and answers to Party
B’s technical question regarding network equipment, technical products and
software;


 


(4)        To provide other relevant technical support and
services to Party B in accordance with this Agreement.


 


1.2                    Party B shall actively cooperate with Party A to
complete the above works, including but not limited to providing relevant data,
technical specifications and instructions, etc..


 


1.3                    The service term under this Agreement is five years,
which runs from the effective date of the Agreement. The parties agree to grant
Party A an option to extend the term of this Agreement.  Before expiration of this Agreement, Party A
is entitled to extend the term of this Agreement for five years by written
notification.


 


1.4                    Party A shall be the exclusive provider of the
technical support and services under this agreement to Party B; without Party
A’s prior written consent, Paty B shall not accept any technical support and
services from any third parties.


 


1.5                    Party A has sole and exclusive rights to and interests
in any rights, ownership, interests and all intellectual property including but
not limited copyrights, patents, technology secrets, commercial secrets and
others, that arising from the performance of this Agreement, whether developed
by Party B or Party A. The parties agree that this article survives the
modification, termination or expiration of this Agreement.


 


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Article II  Service Fees


 


2.1                    The parties agree that the Party B shall pay services
fees to Party A in accordance with the Appendix to this Agreement as
consideration for the technical support and services provided by Party A under
Section 1.1 of this Agreement, the amount and payment method of which are
set forth in such Appendix.  The Appendix
may be amended by both parties according to their negotiation and the
implementation of the Agreement.


 


Article III   Confidentiality


 


3.1                    For the purpose of this Agreement, the phrase
“Confidential Information” include but is not limited to all or any part of the
following contents or information: technical information, materials, plans,
drawing, data, indicators, standards, software, computer applications, network
design materials provided by one party to the other party with respect to
technical development, design, research, production, manufacture and repair;
any contracts, agreements, memorandum, appendix, draft or minutes executed for
the purpose of this Agreement (including this Agreement); and any notice given
by one party to the other party for the purpose of this Agreement without
indicating such information as public information when provided.  Upon the termination of this Agreement, Party
A shall return or destroy, in accordance with Party B’s requirements, 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.


 


3.2                    Without prior written consent of the other party,
neither party shall disclose Confidential Information by any means to any third
parties.


 


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3.3                    Both parties shall adopt necessary measures to
restrict the Confidential Information known or understood by it within the
scope of relevant employees, agents or consultants, and require such person to
comply with this provision strictly and not disclose the Confidential
Information to any third parties.  Both
parties undertake not to disclose or reveal Confidential Information obtained
from the other party to its irrelevant employees.


 


3.4                    Under the following circumstances, neither party will
be deemed to have disclosed or revealed Confidential Information:


 


3.4.1                    The disclosed information has been known to public
before disclosure (not by a means in violation of this provision);


 


3.4.2                    The disclosure is with the other party’s prior written
consent;


 


3.4.3                    The disclosure is made under mandatory requirements by
governmental departments or laws or orders, provided that requirements by
governmental departments must be issued by formal documents, otherwise, the
party shall refuse to comply and shall not disclose or reveal any Confidential
Information.


 


3.5                    If any party violates this provision, such breaching
party shall compensate all losses incurred by the non-breaching party.


 


Article IV   Breach Liabilities


 


4.1                     If any party violates the provisions of this
Agreement, such breaching party shall compensate all losses incurred by the
non-breaching party.


 


4.2                     Any waiver of the breaching party’s breach may only be
made in writing to 


 


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be effective. 
The non-exercise or delay in exercise by any party of any rights or
remedies under this Agreement does not constitute waiver of such party; any
partial exercise of rights or remedies by any party shall not prejudice such
party’s exercise of other rights or remedies.


 


4.3                               The effectiveness of this article shall
not be affected by the expiration or termination of this Agreement.


 


Article V   Force Majeure


 


5.1                               Under this Agreement, force majeure
means: wars, fires, earthquakes, floods, rainstorms, snowstorms and other
natural disasters; or other events that cannot be foreseen, overcome or avoided
by the parties when entering into this Agreement.


 


5.2                               If a party cannot perform or delay to
perform all or part of its obligations under this Agreement due to effect of
force majeure, it shall be released from relevant liabilities, but shall
continue to perform after the effect of such force majeure is eliminated.  If the force majeure has caused the
performance of this Agreement to be impossible or unnecessary, the parties
shall friendly negotiate about other resolutions.


 


Article VI   Modification, Termination and Expiration of
the Agreement


 


6.1                               This Agreement may be modified through
both parties’ negotiation, or due to force majeure or other events provided by
laws and regulations and this Agreement.


 


6.2                               Any modification to this Agreement shall
be executed by both parties in writing, otherwise, it shall not bind the
parties.


 


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6.3                               If any party fails to perform this
Agreement within specified term, and the non-performance continues for a grace
period of thirty days, the non-breaching party may terminate this Agreement by
notice to the other party. The terminating notice is effective on the date of
being sent.  Within the term of this
Agreement, Party B may, at any time, terminate this Agreement by 30-day’s
written notice to Party B.


 


6.4                               During the term of this Agreement, if any
party has made bankruptcy application in any form, has entered into bankruptcy
liquidation proceedings, has been prohibited from continuing operation by
competent governmental authority, or has lost legal person status or other
legal subject status due to other reasons, the other party is entitled to
terminate this Agreement.  The
terminating notice is effective on the date of being sent.


 


6.5                               The termination of this Agreement does
not prejudice the other party’s right to seek for compensations. If the
modification or termination of this Agreement causes losses to any party,
except for those exempted by relevant laws, the responsible parties shall
compensate such losses.  If this
Agreement is terminated due to reasons attributable to Party A, Party B is
entitled to compensations for all losses caused by such termination, and
services fees for all services that have been rendered.


 


Article VII   Applicable Laws and Dispute Resolution


 


7.1                               The execution, effectiveness,
interpretation, performance, amendment, termination and dispute resolution of
this Agreement shall be governed by the laws of the People’s Republic of China.


 


7.2                               If there are any disputes or
controversies in the performance of this Agreement, the parties shall first
resolve them through friendly negotiation, and if negotiation fails, such
disputes shall be submit to the China International 


 


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Economic and Trade Arbitration Commission for
arbitration in accordance with the then current arbitration rules of such
commission, the arbitration shall be held in Beijing.  The arbitration awards are final and binding
on both parties.


 


Article VIII  Miscellaneous


 


8.1                               This Agreement becomes effective upon
being signed by both parties.


 


8.2                               After this Agreement becomes effective
and has been performed, the parties may execute supplementary agreement with
respect to matters not addressed to in this Agreement, or new situations
occurring during the performance of this Agreement.  Such supplementary agreement constitutes an
integral part to this Agreement, and has the same legal effect with the Agreement.


 


8.3                               Provisions regarding confidentiality,
dispute resolution and breach liabilities in this Agreement survive the
termination or suspension of this Agreement.


 


8.4                               Within the term of this Agreement, unless
Party A commits any gross negligence or fraud to Party B, Party B may not early
terminate this Agreement. 
Notwithstanding the above, Party A may terminate this Agreement at any
time by 30-days’ written notice.


 


8.5                               The invalidity of any provisions of this
Agreement shall not affect the validity of other provisions of this Agreement.


 


8.6                               This Agreement is executed in two copies,
each party holding one copy, and each has the same legal effect.


 


(The body of the Agreement ends here.)


 


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  (Signature page)

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  
	
  Signature by
  authorized representative:

  	
  /s/ Song Wang

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B:          
  Beijing Blue I. T. Technologies Co., Ltd.

  
	
  Signature by
  authorized representative:

  	
  /s/ Xiaohong Kou

  	
   

  
				



 


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Appendix


 


1.               Both parties agree that Party B shall pay services
fees to Party A as consideration for the technical support and services
provided by Party A in accordance with Section 1.1 of this Agreement
according to the following provisions:


 


(1)   Basic
Annual Fees


 


Party B shall pay to
Party A RMB[   ] annually as the basic
annual fees for the technical support and services provided by Party A in the
year under this Agreement, which shall be made by four equal installments and
be paid by quarter.  Party B shall,
within fifteen (15) business days after the beginning of each quarter, pay
RMB[   ] to a bank account designated by
Party A.


 


(2)   Floating
Fees


 


Besides the basic
annual fees provided in the above paragraph (a), Party B shall pay to Party A
floating fees based on the specific situation of the provision of technical
support and services in each year, the floating fees shall be paid by quarter,
and the amount of such floating fees payable in each quarter shall be
determined by both parties considering the following elements:


 


(i)                                   Numbers
and qualifications of professional personnel of Party A used to provide
supporting services to Party B in the quarter;


 


(ii)                                Time spent
by Party A’s professional personnel to provide supporting services in the
quarter;


 


(iii)                             Party A’s
input to provide supporting services in the quarter;


 


(iv)                            Detailed
contents and values of the consulting and training services provided by Party A
in the quarter;


 


(v)                               Party B’s
business turnover.


 


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2.               Within 15
days after the end of each quarter, Party B shall provide Party A with all
necessary financial materials for calculation of such quarter’s floating fees,
and to pay Party A such floating fees within 30 days after the end of such
quarter.  If Party A questions the
financial materials provided by Party B, it may delegate a reputable
independent account to conduct an audit to relevant materials.  Such audit shall be conducted during normal
business hours, and shall not affect Party B’s normal business.  Under such conditions, Party B shall provide
cooperation.


 


3.               If Party A
deems that the agreed amount of service fees provided in the first paragraph of
this Appendix cannot accommodate to changes of objective situations and
needs adjustment, Party B shall, within seven business days after Party A gives
a written request for adjustment of fees, negotiate with Party A actively and
in good faith to determine the new fees schedule or system.


 


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