Exhibit
10.10


 


Management Service
Agreement


 


This
Management Service Agreement (the “Agreement”) has
been executed by and among the following parties on September 1, 2010 in
Beijing, the People’s Republic of China (the “PRC”).


 


Party A: Beijing Bona International Cineplex Investment
and Management Co., Ltd.


Legal Representative: Yu Dong


Address: No. 61-62,
18th Floor, Poly
Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing


 


Party B: Beijing Bona Starlight Cineplex Management Co., Ltd.


Legal Representative: Yu Dong


Address: No. 1866,
18th Floor, Poly
Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing


 


In the Agreement, Party A and Party B shall be referred to as the “Parties”
collectively and a “Party” individually.


 


Whereas:


 


1.                 Party B is a limited liability company duly
incorporated in accordance with PRC Law in Beijing in 2010, the business scope
of which includes cineplex management(film
exhibition excluded); organizing culture and art communication activities (performance
excluded); undertaking exhibitions; investment management; producing,
representing and releasing advertisements; economics information consultation,
etc;


 


2.                 Party A owns the brand of “Bona”, as well as
plenty of resources and experiences regarding cineplex management;


 


3.                 During the term of the Agreement, Party A intends to: (1) license
Party B to use the brand of “Bona”; (2) provide Party B with cineplex
management service by using its own resource; Party B
demands and agrees to accept the service from Party A provided pursuant
to the terms and conditions set forth in the Agreement.


 


Now, thereof,
through mutual consultation, the Parties agree as follows:


 


1.                                     Brand Licensing and Service
Supply


 


1.1                              Party A grants the movie theaters (currently
existed and/or to be established) which are held by Party B and/or its subsidiaries
(currently existed and /or to be established) (collectively “Movie Theaters of Party B”), to use the brand of “Bona”
during the term of the Agreement;


 


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1.2                              During the term of the Agreement, Party A
shall provide Party B with the following services (hereinafter referred to as “Management Service”):


 


1.2.1                    to negotiate and consult with theater chains
regarding joining (including amending or terminating the conditions for
joining)  and execute the agreement for
joining the theater chain (hereinafter referred to as the “Theater Chain
Joining Agreement”) on behalf of Party B;


 


1.2.2                    to negotiate and consult with advertisers
and execute the advertisement agreement (hereinafter referred to as “Advertisement Agreement”) on behalf of Party B;


 


1.2.3                    to manage and operate Movie Theaters of
Party B.


 


1.3                               Party B agrees to nominate Party A as the
exclusive service provider to provide Management Service, Party B shall not
obtain any similar service from, whether directly or indirectly, or build up
any similar cooperative relationship with any third party regarding Management
Service.


 


1.4                               During the term when Party A is entrusted to
provide Management Service, Party A shall provide Party B the operation plan
and financial budget which shall be carried out upon the approval of Party B,
and shall be subject to the performance examination from Party B.


 


2.                                      Service Fee and Payment


 


2.1                              Service Fee


 


As the consideration for the Management Service which is provided by
Party A to the Movie Theaters of Party B, Party B shall pay service fee to
Party A (hereinafter referred to as the “Service Fee”).
The Service Fee includes:


 


2.1.1                    Shares from box office receipts. Party B
agrees to pay certain amount to the theater chain in accordance with Theater
Chain Joining Agreement as the theater chain share, and withhold 50% of the net
box office receipts as its own revenue; the rest of the net box office receipts
shall be paid to Party A as the Service Fee.


 


2.1.2                    Shares from Advertisements. Party B agrees
to pay Party A 15% contract value of the Advertisement Agreements as Service
Fee.


 


2.2                              Payment of Service Fee


 


2.2.1                   The Service Fee set forth in Article 2.1.1
shall be paid monthly by Party B, and the aforesaid Service Fee for each month
shall be paid in the first ten [10] days of the following month;


 


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2.2.2                   The Service Fee set forth in Article 2.1.2
shall be paid by Party B in ten [10] days following the receipt of the payment
under the Advertisement Agreements.


 


2.3                              Party A shall draw an invoice to Party B
immediately upon receipt of each Service Fee and sales tax.


 


2.4                              The Parties shall undertake their own tax respectively.


 


3.                                      Confidentiality


 


3.1                              The Parties acknowledge that any oral or written information exchanged between the Parties  in connection
with  the execution and/or performance of the Agreement are regarded as  confidential
information. Each Party shall maintain confidentiality of all such confidential
information, and without obtaining the written consent of the other
Party, it shall not disclose any relevant confidential
information to any third parties, except for the information that:
(a) is or will be in the public domain (provided that this is not the
result of a public disclosure by the receiving party); (b) is under the obligation to be disclosed pursuant to the applicable laws or
regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required
to be disclosed by any Party to its legal counsels or financial
advisors regarding the transaction contemplated hereunder, provided that
such legal counsels or financial advisors
shall be bound by the confidentiality obligations
similar to those set
forth in this Section.
Disclosure of any confidential information by the staff members,
agencies or representatives hired by any Party
shall be deemed disclosure of such confidential information by such Party, which
Party shall be held liable for breach of the Agreement. This Section shall
survive the termination of the Agreement for any reason. Each Party is entitled to reject to give
such written consent at its sole discretion, and it shall be deemed as
rejection in case a party does not respond to the requirement from the other
Party.


 


3.2                              The Parties agree that this Section 3 shall
survive termination of  the Agreement.


 


4.                                      Representations and Warranties


 


4.1                              Party A hereby represents and warrants as follows:


 


4.1.1                    Party A is a company legally incorporated
and validly existing under the PRC  laws.


 


4.1.2                    Party A has taken all necessary corporate actions, and obtained all necessary authorization for the execution of the Agreement.


 


4.2                              Party B hereby represents and warrants as
follows:


 


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4.2.1                    Party B is a company legally incorporated
and validly existing under the PRC  laws
..


 


4.2.2                    Party B has taken all
necessary corporate actions, and obtained all necessary authorization
for the
execution of the Agreement.


 


5.                                      Effectiveness and Term


 


5.1                              The Agreement is executed on the date first written above and shall
take effect as of such date.


 


5.2                              The
term of the Agreement shall be one [1]
year. Upon the expiration
(including any expiration of extended term) of the Agreement, it can be
extended by one [1] year automatically, however, in case any party notifies the
other party in written that the Agreement shall not be extended at least 30
days before the expiration date (including any expiration of extended term) of
the Agreement, the Agreement shall be terminated by the date the term expires.


 


6.                                      Governing Law and Resolution of Disputes


 


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


 


6.2                              In the event of any dispute with respect to the construction and  performance
of the Agreement, the Parties shall first resolve the dispute  through
friendly negotiations. In the event the Parties fail to reach an  agreement
on the dispute within 30 days after  either Party’s
request to the other Parties
for resolution of the dispute through negotiations, either Party may submit the
relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its
arbitration rules. The arbitration shall be conducted
in Beijing, and the language used in arbitration shall be Chinese.  The
arbitration award shall be final and binding on all Parties.


 


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


 


6.4                              The
Parties agree that this Section 6 shall
survive termination of  the Agreement.


 


7.                                      Notices


 


7.1                              All notices and other communications under
or related to the Agreement sent by one party to the other shall be in written,
and signed 


 


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by the
sending party or its authorized representative. The notices shall be delivered
by facsimile transmission to the number set forth below in Section 7.2, or
by commercial courier service or personal delivery to the address set forth
below in Section 7.2, and list out the related party set forth below in Section 7.2
(or any other number, address or related party notified at times in accordance
with this Section 7) as the receiver. The
dates on which notices shall be deemed to have been effectively given by personal delivery, facsimile, or mail shall be determined as follows:


 


(1)                                Notices
given by personal delivery, on the date of delivery;


 


(2)                                Notices given by facsimile, on the date of
transmission;


 


(3)                                Notices given by courier service, on the 4th business day following the date of mailing.


 


Notwithstanding the foregoing, in case the personal delivery or facsimile
transmission occurs after 6 pm of a business day, or on a non-business day,
then such notices shall be deemed as effectively given at 9 of the next
business day.


 


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


 


Party A: Beijing Bona
International Cinplex Investment and Management Ltd.


Address: No. 61-62,
18th Floor, Poly
Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing


Facsimile:


Attention:


 


Party B: Beijing Bona Starlight
Cinplex Management Ltd.


Address: No. 1866,
18th Floor, Poly
Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing


Facsimile:


Attention:


 


7.3                              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.


 


8.                                      Integrity


 


The Agreement and any attachment of the Agreement shall constitute all
the agreements concluded by the Parties with all the matters stipulated in the
Agreement, and shall supersede any previous consultation, representation, and
agreement about the matters which have been stipulated in the Agreement,
whether in oral or in written.


 


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9.                                      Assignment


 


Any Party may not assign any of its rights and/or obligations under the
Agreement to any third party without the prior written consent of the other
Party.


 


10.                               Severability


 


In the event that one or several of the provisions of the 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 the 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 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.


 


11.                               Amendments and Supplements


 


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


 


12.                               Language and Counterparts


 


The Agreement is
written and executed in Chinese in two copies, and each copy shall constitute
an original copy once executed and delivered; however, such copies shall
constitute the sole same document.


 


13.                               Successors


 


The Agreement shall be binding to the respective successors and
permitted assignees of both Parties, and is concluded for the purpose of their
benefits.


 


14.                               Waiver


 


Any Party could waive about the terms and conditions set forth in the
Agreement, however, such waivers shall be in written and executed by the Party.
Any waiver made by any Party to the breach of the other Party under some
certain circumstances shall not be deemed as the waiver to any similar breach
under other circumstances.


 


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


 


Party A: Beijing Bona International Cineplex Investment
and Management Co., Ltd.


 


 


	
  By:

  	
  /s/ Yu Dong

  	
   

  
	
  Name: Yu Dong

  	
   

  
	
  Position:

  	
   

  



 


 


Party B: Beijing Bona Starlight Cineplex Management Co., Ltd.


 


 


	
  By:

  	
  /s/ Huang Wei

  	
   

  
	
  Name: Huang Wei

  	
   

  
	
  Position:

  	
   

  



 





 


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