Exhibit 10.5.1


 


Exclusive Technology and Consulting Service
Agreement


 


This Exclusive Technology
and Consulting Service Agreement (this “Agreement”) is
made and entered into by and between the following Parties on [     ] in Hong Kong:


 


	
  Party A:

  	
   

  	
  Beijing
  Bona New World Media Technology Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Floor 20
  of Qingyun Modern Mansion, Building 9 of Manting Fangyuan, Qingyunli, Haidian
  District, Beijing

  
	
   

  	
   

  	
   

  
	
  Party B:

  	
   

  	
  [Affiliated Consolidated Entity]

  



 


 


Address:


 


Whereas,


 


1.                  Party
A is a wholly-foreign-owned enterprise established in Beijing of the People’s
Republic of China (“China”), of
which the business scope includes researching and developing management software of film
distribution, providing technical service / technical consultation / technology transfer and software technical training, providing business consultation / investment consultation / management consultation
and marketing
self-developed products. Party A has
resources to provide technical and consulting services set forth hereunder;


 


2.                  Party
B is a domestic [limited liability] company [established/registered] in Beijing,
China, and engages in the business of [   
].


 


3.                  Party
A is willing
to provide Party B with technical
advisory and technical support and
advisory services for operation and management, market strategy, and Party B is willing to accept such technical support and
advisory services provided by Party A.


 


Therefore, upon mutual consultation, the Parties have reached the following  agreement:


 


1.              Technical Support and Advisory Service


 


1.1                   Party B hereby appoints Party A as Party B’s exclusive technical support
and market strategy advisory services provider to provide Party B technical support
and advisory service in relation to film distribution and operation management
(hereinafter referred to as the “Technical Support and
Advisory Service”), the detail of which is listed in Schedule 1.


 


1.2                   Technical Service Providing Methodology


 


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Party A and Party B agree that during the term of
this Agreement, they may enter into further Technical Support agreements or Advisory
Service agreements, which shall provide the specific contents, manner,
personnel, and fees for the specific Technical Support or Advisory Service.
Each of such Technical Support or Advisory Service agreements shall be
Schedules to this Agreement, which shall be part of this Agreement, and be of
equal effect with this Agreement.


 


1.3                   Party B shall not accept any Technical Support and Advisory Service from
any third party without obtaining prior written consent from Party A.


 


 


1.4                   Party A hereby agrees to undertake the operation costs derived from the
operation process of Party B, and Party B hereby agrees for Party A to
undertake such operation costs. The method and amount of the operation costs of
Party B for Party A to undertake shall be subject to further consultations
between the parties.


 


 


2.              The Calculation and Payment of Technical Support and Advisory Service


 


2.1                   With respect to the Technical Support and Advisory Service provided by
Party A to Party B, Party B shall pay a service fee (“Service Fee”)
to Party A, and the calculation of Technical Support and Advisory Service shall
be based on comprehensive consideration of income derived therefrom and costs. The
minimum amount for each time shall not be less than [   ]% of the pre-tax profit. The detailed calculation
formula is listed in Schedule 2 of this Agreement.


 


2.2                   Party B shall consult with Party A each time before payment of the Service
Fee, and perform after obtaining the approval of its board of directors. In
addition, while paying the Service Fee, Party B shall pay Party A with fees
deriving from providing the Technical Support and Advisory Service, including
but not limited to travel expenses, transportation expenses, printing fees and
postal charges, etc.


 


2.3                   If Party B fails to pay the Service Fee and other fees pursuant to this
Agreement, as for the amount of unpaid fee, Party B shall pay to Party A the
default interest with the rate of 0.1‰ per day for each day during the time when default exists.


 


2.4                   Party A shall have the right, at its own expense, to appoint its
employee or certified accountant of China or any other country (“Authorized Representative of Party A”) to audit the accounts
of Party B so as to verify the calculation and amount of the Service Fee. For
such purpose, Party B shall at request provide the Authorized Representative of
Party A the documents, accounts, records and data, etc., so as to assist the
Authorized Representative of Party A in auditing the account of Party B and
deciding the amount of the Service Fee. The amount of the Service Fee shall
finally be subject to the amount decided by the Authorized Representative of
Party A. Party A shall have the right to give a charging bill to Party B at any
time after the audit report from the Authorized Representative of Party A is
issued, 


 


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and require Party B to pay fees unpaid.
Party B shall pay accordingly within 10 business days upon receipt of the
aforesaid charging bill.


 


2.5                   Service Fee paid by Party B according to this Agreement shall be clean
of any deduction (such as handling charges of banks).


 


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,  technical
secrets, trade secrets and others.


 


3.2                   Party B shall make all reasonable efforts so as to ensure the
confidentiality of all information provided by Party A. Without the written
consent of Party A, Party B can not disclose, give or assign such confidential
information to any third party. Once this Agreement terminates, Party B shall
return to Party A at request, or destroy by itself any documents, materials or
software which contain confidential information, and delete any confidential
information from any relative memory device, as well as stop using such
confidential information.


 


3.3                   The parties
agree that this Article shall survive modifications to, and rescission or termination of  this Agreement.


 


4.              Representations and Warranties


 


4.1                   Party A hereby represents and warrants as follows:


 


4.1.1                 Party A is a company legally registered in Beijing 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 the 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 A.


 


4.1.3                 This Agreement upon execution shall constitute Party A’s legal, valid and binding obligations, enforceable against it 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 in Beijing and validly existing
in accordance with the laws of China.


 


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 


 


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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.


 


4.2.3                 This Agreement upon execution shall constitute Party B’s legal, valid and binding obligations, and shall be
enforceable against it in accordance with its
terms.


 


5.              Compensation


 


Where anyone promotes a compensation request due to
Party B’s violation of instructions of Party A, improper use of Party A’s
intellectual properties or improper technical operation, Party B shall
undertake all liabilities. In case Party B finds anyone using Party A’s
intellectual properties without lawful authorization, Party B shall immediately
notify Party A and assist with any action adopted by Party A.


 


6.              Effectiveness and Term


 


6.1                   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, the term of this Agreement shall be
one  (1) year.


 


6.2                   The term of this Agreement may extend for another two (2) years
on an automatic basis before expiration (including any expiration of extended
term), however, upon Party A’s written notice not to extend before expiration,
this Agreement shall be terminated in accordance with Article 7.1.


 


7.              Termination


 


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


 


7.2                   Without prejudice to Party A’s right or relief provided by law or other
reasons, Party A may (1) if Party B has been under substantial default,
and has not cured such default within 30 days following receipt of the notice
given by Party A with respect to the occurrence and existence of such default, (2) Party
B enters liquidation or other similar judicial procedures, immediately
terminate this Agreement by sending a written notice to Party B. In addition, during the term of this Agreement, Party A shall have the right to
terminate this Agreement upon giving 30  days’ prior written notice to Party B at any
time.


 


7.3                   Party B shall not and has no right to terminate this Agreement prior to its expiration date. If Party B terminates this Agreement in advance, Party B shall pay a
one-off liquidated damage of RMB 1,000,000 to Party A. In case 


 


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such liquidated damage can not fully
compensate the direct loss suffered by Party A, Party A shall have the right to
require the balance from Party B.


 


7.4                   The rights and obligations of the Parties under Articles 3 and
Article 8 shall survive the
termination of this Agreement.


 


8.              Disputes Resolution


 


In the
event of any dispute with respect to the construction and performance of any
provision of this Agreement, the Parties shall resolve the dispute through
friendly consultations. 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 current 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.


 


9.              Force Majeure


 


9.1                   Force Majeure Event refers to any event which
is out of reasonable control of a party, and can not be avoided under
reasonable care of the impacted party, including but not limited to government
actions, act of God, fire, explosion, geographical change, storm, flood,
earthquake, tide, lightening or war. However, lack of credit
standing, fund or financing shall not be viewed as event out of control of a Party. The Party which is impacted by a Force Majeure
Event and seeking for exemption from liabilities under this Agreement or any
provision of this Agreement, shall as soon as possible notify the other party of such event to exemption and inform the steps it
shall take to fulfill the performance.


 


9.2                   The party impacted by Force Majeure shall be
exempted from any liability for corresponding events under this Agreement,
however, such impacted Party shall not be exempted from such
obligation of performance, unless it has been doing its best efforts reasonably
practical to perform, and the exemption shall be limited to the extent of the
part of performance delayed or hampered. Once the reasons for such exemptions
have been corrected or cured, all parties shall make their best efforts to
proceed with performance under this Agreement.


 


10.       Applicable Law


 


The
performance, interpretation and enforcement shall be subject to law of China.


 


11.       Notice


 


All notices and other
communications pursuant to this Agreement shall be written in Chinese and
English, and delivered personally or sent by registered mail, postage prepaid,
by a permitted commercial courier service or by facsimile transmission (the
notice sender by facsimile shall send out a copy of the document 


 


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to be facsimiled
consequently to confirm) to the legal address of the relative Party or Parties.


 


12.       Assignment


 


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


 


12.2            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.


 


13.       Severability


 


In the event any
provision of this Agreement becomes invalid or unenforceable due to
inconsistency with relative laws, the provision shall be deemed as invalid only
to the extent pursuant to such laws, and the validity of other provisions of
this Agreement shall not be impacted.


 


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


 


15.       Language and Counterparts


 


This Agreement is written
in Chinese language in two copies, and each Party holds one copy.


 


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


 


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[The page hereunder
is intentionally left blank for signatures.]


 


 


	
  Party A:

  	
  Beijing
  Bona New World Media Technology Co., Ltd.

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B:

  	
  [Affiliated Consolidated
  Entity]

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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Schedule 1


 


Detailed contents of Technical Advisory and
Service


 


Conducting market research, planning and development;


 


Making business plans and commercial strategy;


 


Promoting enterprises and public relationship;


 


Seeking and developing cooperation relationship for
companies;


 


Managing and developing customers; and


 


[other such advice and services].


 


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Schedule 2


 


Calculation method of the Technical Service Price
and Payment Methodology


 


Technical Service price shall be calculated as follows:


 


Technical Service price > (income-cost)×[   ]%


 


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