exv10w05






Exhibit 10.05




Amended
and Restated Operating
Cooperation Agreement between

Shanda Online and Shanda Games




     This
Operating Cooperation Agreement between Shangda Online and Shangda Games (hereinafter
referred to as this “Agreement”) is entered into on
this 1st
day of September, 2009 in Pudong
New Area, Shanghai by and between:



     Shanghai Shanda Networking Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai; and
Nanjing Shanda Networking Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai;
hereinafter collectively referred to as “Shanda Online”; and



     Shanghai Shulong Technology Development Co., Ltd., located at No. 1 Building, 690 Bibo Road,
Pudong New Area, Shanghai; and Nanjing Shulong Computer Technology Development Co., Ltd., located
at No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai; and Shanghai Shulong Computer
Technology Development Co., Ltd., located at No. 1 Building, 690 Bibo Road, Pudong New Area,
Shanghai; hereinafter collectively referred to as “Shanda
Games”.



     Shanda
Online and Shanda Games may hereinafter collectively be referred to as the “ Parties”
and, individually, as the “Party”.



     Whereas,




	1.	 	Shanda Online, a user community operator and e-commerce platform service provider, is
capable of providing internet-entertainment-content end users with user community services
and e-commerce platform services by relying on its www.sdo.com website and backend service
system.
	 
	2.	 	Shanda Games, an internet-content provider, has the rights to publish and operate




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	 	 	the Cooperation Products hereunder on internet in the People’s Republic of China (the “PRC”).
	 
	3.	 	Shanda Online has agreed to cooperate with Shanda Games in the operating of Cooperation
Products hereunder in accordance with this Agreement by making use of its user community and
e-commerce service platforms resources.
	 
	4.	 	The Parties have agreed to cooperate with each other on the principles of mutual benefits and
defending the interests of each other.





     NOW THEREFORE, the Parties have reached the following cooperation terms and conditions in the
operating of the Cooperation Products hereunder in the cooperation regions upon friendly
negotiation in accordance with the laws and regulations of the PRC.




			
	1	 	Definition and Interpretation






	 	1.1	 	Unless otherwise specially specified in the context, the capitalized terms
mentioned in this Agreement shall have the meanings set forth below:





	 	 	 
	“Cooperation Products”

	 	shall mean all online games products that will be
operated in the cooperation period by Shanda Games.
	 
	 	 
	“Shanda Passport”

	 	shall mean an account (including account number and
passport) named as “Shanda Passport” obtained by a
user after it fills out its registration on the
website being operated by Shanda Online. An end user
may recharge its account with Shanda Virtual
Currency and consume it in all applications.
	 
	 	 
	“Shanda Online Users”

	 	shall mean such users as have registered Shanda
Passport account numbers.
	 
	 	 
	“Shanda Games Users”

	 	shall mean the users of the Cooperation Products
hereunder. Those Shanda Online Users logging on and






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	 	using the Cooperation Products hereunder shall be
deemed as Shanda Games Users simultaneously. Shanda
Online and Shanda Games will have the user
information at one time, and the Parties shall open
and share the user data and information with each
other.
	 
	 	 
	“User Data”

	 	shall mean user basic data and user application data.
	 
	 	 
	“User Basic Data”

	 	shall mean the registered user information and all
user application data used in the operating
cooperation with Shanda Online, including but not
limited to users’ names, addresses, telephones,
e-mails, Shanda Passport account names, passports,
and so on.
	 
	 	 
	“User Application Data”

	 	shall mean such data as is derived from the users’
application of the operating cooperation application
with Shanda Online. The User Application Data in
respect of the cooperation specified in this
Agreement shall refer to such data in the
Cooperation Products as is derived from the use of
the Cooperation Products by the users. The User
Application Data shall not be used for any other
application in the operating cooperation with Shanda
Online, but the Cooperation Products hereunder.
	 
	 	 
	“Shanda Online User 

Communities”

	 	shall mean the online communities of Shanda Online
Users.
	 
	 	 
	“Shanda Online 

E-commerce Service 

Platforms”

	 	shall mean the e-commerce solutions provided by
Shanda Online on the basis of Shanda Passport,
including but not limited to the services of
authentication, billing, basic data mining analysis,
customer services, Quan-Quan, and so on.






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	“Shanda Online Platforms”

	 	shall mean the combination of Shanda Online User
Communities and Shanda Online E-commerce Service
Platforms.
	 
	 	 
	“Shanda Games Website”

	 	shall mean the internet websites, through which
Shanda Games can provide Shanda Games Users with
Cooperation Products hereunder, interact with such
users and collect game operating information.
	 
	 	 
	“Shanda Online Website”

	 	shall mean www.sdo.com.
	 
	 	 
	“Operating”

	 	shall mean the provision of the Cooperation Products
and services hereunder to and the collection charges
from the end users.
	 
	 	 
	“Operating Revenues”

	 	shall mean the face value revenues recognized
through the consumption of Cooperation Products
hereunder by the end users in accordance with US
GAAP.
	 
	 	 
	“Quan-Quan”

	 	shall mean the Shanda Online platform interface
bundling all applications (including Cooperation
Products hereunder), browsers and desktop
environments, through which Shanda Online Users may
log on each application, including the Cooperation
Products hereunder.
	 
	 	 
	“Shanda Virtual Currency”

	 	shall mean the virtual currency in Shanda
interactive entertainment cards issued by the
affiliates of Shanda Online to the end users. Such
virtual currency can be used for purchasing the
Cooperation Products hereunder by the end users.
	 
	 	 
	“Shanda Games Virtual 

Currency”

	 	shall mean the virtual currency obtained by the end users after they pay RMB or Shanda Virtual Currency






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	 	to Shanda Games, which shall be issued by Shanda
Games, and will be used in each application
(including but not limited to Cooperation Products
hereunder) of Shanda Games by the end users of Shanda
Games and Cooperation Products hereunder.
	 
	 	 
	“Intellectual Properties”

	 	shall mean all rights in relation to copyrights,
trademarks, patents, domain names and trade secrets,
which can reflects the intellectual labor
achievements and are stipulated by the Copyright
Law, the Trademark Law, the Patent Law, the Law
against Competition by Inappropriate Means of the
PRC, and other relevant laws, regulations or rules.
	 
	 	 
	“End Users”

	 	shall mean such natural persons as accept the
internet services.
	 
	 	 
	“Affiliates”

	 	shall mean any direct or indirect subsidiaries or
holding companies of any Party, or direct or
indirect subsidiaries of any such holding companies.
“Holding” refers to the power to directly or
indirectly direct the management and strategies of
an enterprise, whether depending on securities with
voting powers, contracts or otherwise.
	 
	 	 
	“Cooperation Region”

	 	shall mean the People’s Republic of China, for the
purpose of this Agreement, excluding Hong Kong,
Macao and Taiwan.







	 	1.2	 	Shanda Online and Shanda Games may collectively be referred to as the “Parties” and,
individually as the “Party”.
	 
	 	1.3	 	For the purpose of this Agreement, the PRC refers to the People’s Republic of
China, excluding Hong Kong, Macao and Taiwan.




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	 	1.4	 	A Day mentioned in this Agreement shall refer to a calendar day. A Business Day
mentioned in this Agreement shall refer to a statutory business day in China.
	 
	 	1.5	 	The headings of each chapter and section in this Agreement are for reading
convenience only, and shall not affect the interpretation to this Agreement.






			
	2	 	Migration of Shanda Online Users





     Shanda
Online and Shanda Games shall keep close cooperation with each other, and work together
on expanding the user base of the Parties. For this purpose, the rights and obligations of the
Parties are as follows:




	 	2.1	 	Rights of Shanda Games






	 	2.1.1	 	Subject to the voluntary acceptance of Shanda Online Users,
Shanda Games
shall have the right to provide all Shanda Online Users with the Cooperation
Products hereunder;
	 
	 	2.1.2	 	Shanda Games shall have the right to charge Shanda Online Users in
accordance with its pricing standards;
	 
	 	2.1.3	 	Shanda Games shall have the right to access the information of Shanda
Online Users if necessary;
	 
	 	2.1.4	 	Shanda Games shall have the right to ask for assistance from Shanda
Online for compliance with the national laws and regulations, and the regulations of
the government’s regulatory authorities (such as the regulations on anti-fatigue
system);
	 
	 	2.1.5	 	Shanda Games shall have the right to launch or wind up the operating of
Cooperation Products hereunder at its own discretions;
	 
	 	2.1.6	 	Shanda Games shall have the right to prevent Shanda Online Users in
violation of the user agreements from logging on or continuing to use the
Cooperation Products hereunder in accordance with its user agreements.






	 	2.2	 	Obligations of Shanda Games






	 	2.2.1	 	Shanda Games shall allow Shanda Online Users to log on all of the




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	 	 	 	Cooperation Products hereunder with the Shanda Passport;






	 	2.2.2	 	Unless otherwise agreed by Shanda Online in writing, Shanda Games shall
cause all new users to register the Shanda Passport;
	 
	 	2.2.3	 	Shanda Games shall ensure the stable operating of Cooperation Products
hereunder, and organize an efficient operating maintenance team for the service
quality of the Cooperation Products hereunder;
	 
	 	2.2.4	 	Shanda Games shall ensure that its charges are reasonable and will not
violate relevant national pricing regulations;
	 
	 	2.2.5	 	Shanda Games shall promptly notify Shanda Online of new laws and
regulations promulgated by the PRC and its governmental authorities, and the Parties
shall negotiate on and confirm the assistance methods of Shanda Online;
	 
	 	2.2.6	 	Shanda Games shall make and maintain official websites for the
Cooperation Products hereunder, and ensure the legitimacy and truthfulness of such
websites;
	 
	 	2.2.7	 	If Shanda Games winds up the operating of the Cooperation Products
hereunder, it shall give sufficient notice to Shanda Online Users, and settle the
unconsumed prepayment appropriately;
	 
	 	2.2.8	 	Shanda Games shall submit the end user agreements in respect of the
Cooperation Products to Shanda Online for review. If Shanda Online makes reasonable
amendments, Shanda Games shall accept such amendments accordingly.






	 	2.3	 	Rights of Shanda Online






	 	2.3.1	 	Shanda Online shall have the right to review the Cooperation Products
hereunder. If it finds the fact that any of the Cooperation Products does not comply
with national laws and regulations, Shanda Online is entitled to notify Shanda Games
in writing to make a correction within reasonable time. If Shanda Games fails to make
such correction within such reasonable time, Shanda Online is entitled to terminate
the cooperation in respect of such product with Shanda Games without any




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	 	 	 	prejudices to the amount and payment method of the service fees specified in
Article 5 hereof;






	 	2.3.2	 	Shanda Online shall have the right to supervise the service quality of
the Cooperation Products hereunder. If it finds the fact that the service quality of
any of the Cooperation Products does not meet the prevailing level in this industry,
and if Shanda Online Users give strong complaints against such service quality,
Shanda Online is entitled to notify Shanda Games in writing to make a correction
within reasonable time. If Shanda Games fails to make such correction within such
reasonable time, Shanda Online is entitled to terminate the cooperation in respect
of such product with Shanda Games without any prejudices to the amount and payment
method of the service fees specified in Article 5 hereof;
	 
	 	2.3.3	 	Shanda Online shall have the right to examine the end user agreements of
Shanda Games, and to request Shanda Games to make reasonable amendments or
supplements;
	 
	 	2.3.4	 	Shanda Online shall have the right to exercise necessary examination
against the contents on the official websites of the Cooperation Products hereunder.
Shanda Online is entitled to request Shanda Games to make a correction within
reasonable time provided that Shanda Online deems that the legitimacy and
truthfulness of the contents of the said websites is in question.






	 	2.4	 	Obligations of Shanda Online






	 	2.4.1	 	Shanda Online shall make dedicated websites for the Cooperation Products
on its websites;
	 
	 	2.4.2	 	Shanda Online shall arrange the linkages for the Cooperation Products
hereunder with priority in the Quan-Quan on its websites, and remind Shanda Online
Users of logging on the Cooperation Products with the Shanda Passport;
	 
	 	2.4.3	 	Shanda Online shall try its reasonable commercial efforts to maintain




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	 	 	 	the Shanda Online User Communities, and to provide the account services in respect
of the Shanda Passport, including but not limited to registration, change, and
recovery of account number;
	 
	 	2.4.4	 	Shanda Online shall ensure the stable operating of its websites;
	 
	 	2.4.5	 	Shanda Online shall actively promote the Cooperation Products hereunder
by making sufficient use of its websites and resources. In the meantime, Shanda Games
shall have the right to promote the Cooperation Products hereunder through other
resources and media.






			
	3	 	E-commerce Platform Services






	 	3.1	 	Authentication Services







			
	 	 	     Shanda Online shall be responsible for the user authentication services in the operating
cooperation hereunder. The rights and obligations of the Parties are as follows:






	 	3.1.1	 	Rights of Shanda Games






	 	3.1.1.1	 	Shanda Games is entitled to examine the authentication services of Shanda
Online, and to request Shanda Online to make a correction within reasonable
time provided that it finds the fact that such authentication services fail to
satisfy the service assurance specified in Appendix 3.1.5 hereto.






	 	3.1.2	 	Obligations of Shanda Games






	 	3.1.2.1	 	Shanda Games shall abide by the user authentication policies of Shanda
Online, and entrust Shanda Online to undertake the authentication services;
	 
	 	3.1.2.2	 	Shanda Games shall complete the technical interface development for the
Shanda Passport authentication in respect of the Cooperation Products in
accordance with the technical standards provided by Shanda Online, and plug the
authentication interface into the Shanda Passport authentication system for the
Cooperation Products after such Cooperation Products are passed




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	 	 	 	upon the test of Shanda Online;






	 	3.1.2.3	 	Shanda Games shall ensure the stability, security and stability of the
authentication interface;
	 
	 	3.1.2.4	 	Shanda Games shall ensure the data security of Shanda Online;
	 
	 	3.1.2.5	 	Shanda Games shall not create any other authentication system rather than the
authentication system specified in this Agreement.






	 	3.1.3	 	Rights of Shanda Online






	 	3.1.3.1	 	Shanda Online shall have the right to test the development achievements for
Shanda Games authentication interface within reasonable time, and to request
Shanda Games to make a correction within reasonable time provided that such
authentication interface does not pass the test of Shanda Online;
	 
	 	3.1.3.2	 	Shanda Online shall have the right to examine the data communication
stability, security and stability of the interface, and to request Shanda Games
to correct the discovered problems within a reasonable time;
	 
	 	3.1.3.3	 	Shanda Passport data shall be the property of Shanda Online, while Shanda
Games Users data and information shall be shared by both Shanda Online and
Shanda Games.






	 	3.1.4	 	Obligations of Shanda Online






	 	3.1.4.1	 	Shanda Online shall provide Shanda Games and/or its cooperation developers
with the clear and definite technical standards, documentation and technical
supports in respect of the authentication interface;
	 
	 	3.1.4.2	 	Shanda Online shall provide Shanda Games with the services in respect of
e-key or security card authentication, anti-fatigue, account-level management
at the request of Shanda Games;
	 
	 	3.1.4.3	 	Shanda Online shall be responsible for maintenance management in respect of
authentication servers, authentication system and authentication database of
Shanda Online Users, and shall ensure




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	 	 	 	the security and stability of the authentication servers, authentication
system and users database;






	 	3.1.4.4	 	Shanda Online shall keep sufficient authentication data, and promptly
provide authentication data at the request of Shanda Games;






	 	3.1.5	 	For more details on the authentication services, please refer to
Appendix 3.1.5 hereto.






	 	3.2	 	Billing Services






			
	 	 	     Shanda Online shall be responsible for the users billing services in the operating
cooperation hereunder. The rights and obligations of the Parties are as follows:






	 	3.2.1	 	Rights of Shanda Games






	 	3.2.1.1	 	Shanda Games shall have the right to examine the billing services of Shanda
Online, and to request Shanda Online to make a correction within reasonable
time provided that Shanda Games finds the fact that billing services fail to
satisfy the service assurance specified in Appendix 3.2.5 hereto;
	 
	 	3.2.1.2	 	Shanda Games shall keep sufficient billing data in accordance with section
404 of the Sarbanes - Oxley Act.






	 	3.2.2	 	Obligations of Shanda Games






	 	3.2.2.1	 	Shanda Games shall abide by the billing norms of Shanda Online, and accept
billing services of Shanda Online;
	 
	 	3.2.2.2	 	Shanda Games shall complete the billing interface technology development in
accordance with the technical standards of Shanda Online, and plug the billing
interface into the charging system for the Cooperation Products after such
completed billing interface technology is passed upon the test of Shanda
Online;
	 
	 	3.2.2.3	 	Shanda Games shall ensure the data communication stability, security and
stability of the charging system interface;




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	 	3.2.2.4	 	Shanda Games shall not establish any other billing system rather than the
billing system specified in this Contract;
	 
	 	3.2.2.5	 	Shanda Games shall have the right to set up reconciliation servers, and
Shanda Online shall provide the interface necessary to ensure the stable
operation of such reconciliation servers of Shanda Games. Any amendments to the
billing system of Shanda Online shall be kept consistent with the
reconciliation servers of Shanda Games on a timely basis.






	 	3.2.3	 	Rights of Shanda Online






	 	3.2.3.1	 	Shanda Online shall have the right to test the billing interface development
achievements of Shanda Games within reasonable time, and to request Shanda Games
to make a correction within reasonable time provided that such billing
interface does not pass the test of Shanda Online;
	 
	 	3.2.3.2	 	Shanda Online shall have the right to examine the data communication
stability, security and stability of the billing interface, and to request
Shanda Games to correct the discovered problems within reasonable time;
	 
	 	3.2.3.3	 	The billing data related to Shanda Passport shall be the property of Shanda
Online; however, the data related to Shanda Games Users shall be shared by the
Parties.






	 	3.2.4	 	Obligations of Shanda Online






	 	3.2.4.1	 	Shanda Online shall be responsible for the development of a stable and
reliable billing system;
	 
	 	3.2.4.2	 	Shanda Online shall provide Shanda Games and/or its cooperation developers
with billing interface technical standards, billing system development kit,
documentation and technical supports;
	 
	 	3.2.4.3	 	Shanda Games shall provide Shanda Online with billing interface development
supports;
	 
	 	3.2.4.4	 	Shanda Online shall be responsible for maintenance management




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	 	 	 	in respect of billing servers, billing system and billing database of Shanda
Online Users, and shall ensure the security and stability of such billing
servers, billing system and billing database;
	 
	 	3.2.4.5	 	Shanda Online shall coordinate Shanda Games to keep, and provide billing data
in accordance with section 404 of the Sarbanes - Oxley Act at the request of
Shanda Games.






	 	3.2.5	 	For more details on billing services, please refer to Appendix 3.2.5
hereto.
	 
	 	3.2.6	 	Provisions on Conversion between Shanda Virtual Currency and Shanda Games
Virtual Currency






	 	3.2.6.1	 	Shanda Games shall allow Shanda Online Users to recharge the Shanda Passport
with Shanda entertainment cards for obtaining Shanda Virtual Currency and
converting such Virtual Currency into Shanda Games Virtual Currency;
	 
	 	3.2.6.2	 	Shanda Online is responsible for managing the conversion between Shanda
Virtual Currency and Shanda Game Virtual Currency;
	 
	 	3.2.6.3	 	The conversion methods for Shanda Virtual Currency and Shanda Games Virtual
Currency shall be mutually agreed in a form of an agreement by and between
Shanda Games and Shanghai Sheng-fu-tong E-commerce Co., Ltd. Shanda Online shall
carry out technical development and set up the data system in accordance with
the said agreement.






	 	3.3	 	Data Services







			
	 	 	     Shanda Online shall be responsible for providing data services at the request of Shanda
Games in the operating cooperation hereunder. For this purpose, the rights and obligations of
the Parties are as follows:






	 	3.3.1	 	Rights of Shanda Games




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	 	3.3.1.1	 	Shanda Games shall have the right to request Shanda Online to develop and
provide data reports and data analysis reports based on its reasonable demands.






	 	3.3.2	 	Obligations of Shanda Games






	 	3.3.2.1	 	Shanda Games shall complete the data interface development within the time
agreed by the Parties;
	 
	 	3.3.2.2	 	Shanda Games shall extract the normative regulations and data in its
possession based on the data provided by Shanda Online;
	 
	 	3.3.2.3	 	Shanda Games shall provide Shanda Online with the data necessary to the data
analysis services, including but not limited to the relationship data
(association, marriage and good friends) and hobbies of users, and character
data (including but not limited to game rating and virtual items data);
	 
	 	3.3.2.4	 	Shanda Games shall provide the written development demand reports in detail
for its reporting development demands.






	 	3.3.3	 	Rights of Shanda Online






	 	3.3.3.1	 	Shanda Online shall have the right to inspect the data communication
stability and security of the data interface, and to request the Shanda Games to
make a correction against the discovered problems;
	 
	 	3.3.3.2	 	Shanda Online shall have the right to request Shanda Games to make additional
description on the indefinite data service demand reports;
	 
	 	3.3.3.3	 	Shanda Online shall have the right to reject such data service demands as
cannot be satisfied under the existing technical conditions.






	 	3.3.4	 	Obligations of Shanda Online






	 	3.3.4.1	 	Shanda Online shall provide Shanda Games and/or its partnership developers
with the data interface development standards, and with the development
supports;




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	 	3.3.4.2	 	Shanda Online shall provide Shanda Games with the standard data extraction
documentation, and with technical supports;
	 
	 	3.3.4.3	 	Shanda Online shall appoint special engineers to provide Shanda Games with
telephone supporting services, and to assist Shanda Games to complete the data
collection;
	 
	 	3.3.4.4	 	Shanda Online shall provide Shanda Games with financial settlement
statements, player consumption records, recharge records, and trading records
of Shanda Games Virtual Currency;
	 
	 	3.3.4.5	 	Shanda Online shall provide Shanda Games with data analysis and mining
services;
	 
	 	3.3.4.6	 	Shanda Online shall keep well the original data and analysis data used in
the data services, and provide relevant data inquiry services promptly at the
request of Shanda Games.






	 	3.3.5	 	For more details on the data services, please refer to Appendix 3.3.5
hereto.






	 	3.4	 	Customer Services






			
	 	 	     Shanda Online shall be responsible for the customer services in the operating cooperation
hereunder. For this purpose, the rights and obligations of the Parties are as follows:







	 	3.4.1	 	Rights of Shanda Games






	 	3.4.1.1	 	Shanda Games shall have the right to inspect the customer service quality of
Shanda Online or to do so by random samples, and to request Shanda Online to
make a correction against the discovered problems;
	 
	 	3.4.1.2	 	Shanda Games shall have the right to request Shanda Online to provide
customer data.






	 	3.4.2	 	Obligations of Shanda Games






	 	3.4.2.1	 	Any user disputes caused by Shanda Games or arising out of the Cooperation
Products hereunder shall be settled at the expenses




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	 	 	 	of Shanda Games;






	 	3.4.2.2	 	Shanda Games shall provide Shanda Online with necessary supports for the
customer services in respect of the Cooperation Products hereunder, including
but not limited to providing materials, information and notices in relation to
the Cooperation Products on a timely basis, and ensuring the response speed and
quality of customer service contact points;






	 	3.4.3	 	Rights of Shanda Online






	 	3.4.3.1	 	Shanda Online shall have the right to request Shanda Games to provide
necessary supports;
	 
	 	3.4.3.2	 	Shanda Online shall have the right to obtain updated information and
materials in respect of the Cooperation Products hereunder.






	 	3.4.4	 	Obligations of Shanda Online






	 	3.4.4.1	 	Shanda Online shall be responsible for all customer services in relation to
the Cooperation Products hereunder;
	 
	 	3.4.4.2	 	Shanda Online shall keep well the customer service data, and provide
customer data at the request of Shanda Games.






	 	3.4.5	 	For more details on customer services, please refer to Appendix 3.4.5.






	 	3.5	 	Quan-Quan Plug-in
	 
	 	 	 	Shanda Online shall be responsible for plugging the Cooperation Products into the
Quan-Quan operated by it, and for plugging the Quan-Quan into the Cooperation Products.
For this purpose, the rights and obligations of the Parties are as follows:






	 	3.5.1	 	Rights of Shanda Games






	 	3.5.1.1	 	Shanda Games shall have the right to request Shanda Online to provide the
linkage, login and charge services in respect of the Cooperation Products on
the Quan-Quan with priority;
	 
	 	3.5.1.2	 	Shanda Games shall have the right to request Shanda Online to update the
Quan-Quan version when the Cooperation Products are increased or the version of
the Cooperation Products is




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	 	 	 	updated;






	 	3.5.1.3	 	In the event that the Quan-Quan conflicts with the stability of some game
products after the Quan-Quan is plugged, Shanda Games may settle the
compatibility and stability of such game products with Shanda Online with
priority for the Quan-Quan plug-in after certain stability standards are
achieved.






	 	3.5.2	 	Obligations of Shanda Games






	 	3.5.2.1	 	Shanda Games shall assist Shanda Online to plug the Quan-Quan into the
Cooperation Products and plug the Cooperation Products into the Quan-Quan. Any
development, improvement, update and maintenance to and for the Cooperation
Products by Shanda Games shall not affect the Quan-Quan plug-in, and Shanda Games
shall inform Shanda Online of such development, improvement, update and
maintenance forthwith;
	 
	 	3.5.2.2	 	Shanda Games shall complete the Quan-Quan plug-in and interface development
subject to the time agreed by the Parties.
	 
	 	3.5.2.3	 	Shanda Games shall provide any assistance necessary and reasonable to the
update of the Quan-Quan version.






	 	3.5.3	 	Rights of Shanda Online






	 	3.5.3.1	 	Shanda Online shall have the right to plug the Quan-Quan into the
Cooperation Products hereunder, and to determine the service items in the
Quan-Quan;
	 
	 	3.5.3.2	 	Shanda Online shall have the right to change, interrupt or wind up any of
the service items and contents in the Quan-Quan at its own discretions.






	 	3.5.4	 	Obligations of Shanda Online






	 	3.5.4.1	 	Shanda Online shall provide the login, authentication and charge services in
respect of the Cooperation Products through the Quan-Quan;
	 
	 	3.5.4.2	 	Shanda Online shall provide Shanda Games with standard




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	 	 	 	software development kit, standard test process, and plug-in documentation
matched with the software;






	 	3.5.4.3	 	Shanda Online shall appoint special engineers to provide Shanda Games with
telephone supporting services, and to assist Shanda Games to complete the
Quan-Quan plug-in development;
	 
	 	3.5.4.4	 	Shanda Online shall provide special test environments, in which the
development staff of Shanda Games can carry out the tests;
	 
	 	3.5.4.5	 	Shanda Online shall be responsible for the maintenance, operating, R&D and
updates of the Quan-Quan, and for ensuring the end users to log on the
Cooperation Products through the Quan-Quan;
	 
	 	3.5.4.6	 	Shanda Online shall inform Shanda Games of the updated version of the
Quan-Quan on a timely basis;






	 	3.5.5	 	For more details on Quan-Quan Plug-in, please refer to Appendix 3.5.5.






			
	4	 	Operating of Cooperation Products and Server Maintenance






	 	4.1	 	Shanda Games shall be responsible for providing servers, bandwidth and other
resources necessary to the operating of the Cooperation Products, and for the
installation, tests and maintenance of necessary server software;
	 
	 	4.2	 	Shanda Games shall undertake to keep the server hardware in good condition in the
Term of this Agreement, and to ensure the security of the server software, hardware and
data.






			
	5	 	Revenues Distribution and Payment






	 	5.1	 	As for the consideration to the cooperation of Shanda Online under this Agreement,
Shanda Online is entitled to gain [***] of the operating revenues;
	 
	 	5.2	 	One clearing cycle is from 0:00 a.m. on the first day of the current month to




18









 






	 	 	 	0:00 a.m. on the first day of the next month. The Parties shall check the operating
revenues for the immediately preceding month by the 15th day of each month.
Shanda Online shall provide Shanda Games with a formal service invoice valued with the
royalties confirmed by the Parties by the 20th day of each month. Shanda Games
shall pay such royalties for the immediately preceding month in a lump sum to Shanda
Online within ten (10) business days upon receipt of the said invoice.
	 
	 	5.3	 	If there is any discrepancy between the figures given by the Parties, and if the
discrepancy ratio is not more than 5% (inclusive), the figures of Shanda Online shall
prevail. If the said discrepancy ratio is above 5%, the Parties shall make a settlement
subject to the figures given by Shanda Online in the first instance, and then return the
overcharge or demand payment of the shortage after the root causes are found out.






			
	6	 	Ownership of User Data






	 	6.1	 	The user data of Shanda Online shall be the property of Shanda Online, while the
user data of Shanda Games shall be co-owned and shared by the Parties;
	 
	 	6.2	 	Shanda Games shall have the right to manage and use its user data at its own
discretions; however, it shall not use the user basic data in the user data of Shanda
Games by going beyond the cooperation scopes specified in this Agreement, nor make Shanda
Online Users become the non-Shanda Online Users by forcing or soliciting Shanda Online
Users to have secondary registration, nor provide the user basic data to any third party
in any way, excluding the user application data (including but not limited to names,
ratings, items, relationship and empirical values of the characters) in the user data of
Shanda Games;
	 
	 	6.3	 	Shanda Online shall have the right to collect, manage and use its user data at its
own discretions.




19









 












			
	7	 	Exclusivity






	 	 	Shanda Games shall solely and exclusively cooperate with Shanda Online, and shall not have
similar cooperation with any third party in the Term of this Agreement.






			
	8	 	Term





     This
Agreement shall be in force for five years (60 months) (the
“Term”) from the date when it is entered
into. This Agreement shall be extended for another twelve months
automatically provided that no Party gives a written objection
three months prior to the
expiration of the Term of this Agreement.




			
	9	 	Statements and Warranties






	 	9.1	 	Shanda Online shall state and warrant that:






	 	9.1.1	 	It is an independent legal person incorporated and existing according to
law;
	 
	 	9.1.2	 	It has the qualifications to exercise the cooperation hereunder, and its
business scopes cover such cooperation, and it has independent and lawful disposal
rights over such cooperation, including but not limited to the rights to operate the
Quan-Quan and Shanda Online websites;
	 
	 	9.1.3	 	Its authorized representative has been duly authorized to enter into
this Agreement for and on behalf of it;
	 
	 	9.1.4	 	Its signature of this Agreement shall neither violate any legal
documents binding upon it, nor infringe lawful rights of any third party, nor make
the other Party assume any liabilities to any third party (unless otherwise
specified in this Agreement);
	 
	 	9.1.5	 	This Agreement constitutes the effective, binding and enforceable legal
obligations against it;
	 
	 	9.1.6	 	It is in strict compliance with relevant laws, regulations and policies
of China;






	 	9.2	 	Shanda Games shall state and warrant that:




20









 












	 	9.2.1	 	It is an independent legal person incorporated and existing according to
law;
	 
	 	9.2.2	 	It has the qualifications to exercise the cooperation hereunder, and its
business scopes cover such cooperation, and it has independent and lawful disposal
rights over such cooperation, including but not limited to the rights to operate the
Cooperation Products hereunder and Shanda Games websites;
	 
	 	9.2.3	 	Its authorized representative has been duly authorized to enter into
this Agreement for and on behalf of it;
	 
	 	9.2.4	 	Its signature of this Agreement shall neither violate any legal
documents binding upon it, nor infringe lawful rights of any third party, nor make
the other Party assume any liabilities to any third party (unless otherwise
specified in this Agreement);
	 
	 	9.2.5	 	This Agreement constitutes the effective, binding and enforceable legal
obligations against it;
	 
	 	9.2.6	 	It is in strict compliance with relevant laws, regulations and policies
of China;
	 
	 	9.2.7	 	Shanda Games owns legitimate intellectual rights and/or relevant
authorizations in the Cooperation Products hereunder, which have not (will not)
infringed the lawful rights and benefits of any third party.






			
	10	 	Safeguard Provisions






	 	10.1	 	Shanda Games shall indemnify and hold Shanda Online and/or its affiliates,
employees, shareholders and directors harmless against and from all losses, including but
not limited to the compensations of the above persons to third parties (obligees, end
users, etc.), administrative penalties against the above persons by relevant governmental
authorities, and reasonable investigation fees, court fees and attorney’s fees paid by
the above persons for the said matters, arising out of or in relation to the operating of
the Cooperation Products, including but not limited to that the contents of the websites
of




21









 






	 	 	 	the Cooperation Products and other advertising information of Shanda Games are in
violation of laws and regulations, and that the end user disputes in respect of the
Cooperation Products are caused due to the reasons of Shanda Games, and that the
Cooperation Products infringe the intellectual properties of a third party due to the
reasons of Shanda Games, and that the above persons are involved in any disputes, claims,
liabilities, arbitrations and suits due to the failure of Shanda Games to obtain the
governmental license for the operating of the Cooperation Products hereunder.






	 	10.2	 	Shanda Online shall indemnify and hold its affiliates, employees, shareholders and
directors harmless against and from all losses, including but not limited to the
compensations of the above persons to third parties (obligees, end users, etc.),
administrative penalties against the above persons by relevant governmental authorities,
and reasonable investigation fees, court fees and attorney’s fees paid by the above
persons for the said matters, arising out of or in relation to Shanda Passport accounts,
including but not limited to that the above persons are involved in any disputes, claims,
liabilities, arbitrations and suits due to the end user disputes arising out of Shanda
Passport accounts, which are caused by the authentication, billing and customer services
by virtue of the reasons of Shanda Online.






			
	11	 	Intellectual Properties






	 	 	Each Party owns the names, trademarks, signs, icons and images of virtual characters on and of
its own websites and/or products, and/or owns intellectual properties in the same. The
existence of this Agreement shall not create any assignment of the above rights of each Party
to the other Party in whole or part.






			
	12	 	Termination





22









 








	 	12.1	 	This Agreement shall be effective and binding upon the Parties as soon as it is
entered into. No Party can terminate this Agreement provided that none of the following
circumstances occurs:






	 	12.1.1	 	Any Party fails to perform its obligations hereunder for three (3) consecutive months
due to the Force Majeure; in such case, the other Party is entitled to notify such Party
of recovering the performance of this Agreement within thirty (30) days. In the event
that the Party so affected by the Force Majeure (the “Affected Party”) is unable to
recover the performance of this Agreement within thirty (30) days upon the sending of
the said notice, the Party sending such notice is entitled to notify the Affected Party
of the termination of this Agreement fifteen (15) days in advance;
	 
	 	12.1.2	 	In the event that any Party breaches this Agreement seriously (the “Breaching Party”),
the Party who has not breached this Agreement (the “Non-breaching Party”) is entitled to
notify the Breaching Party of correcting the breaches within thirty (30) days. In the
event that the Breaching Party fails to correct its breaches within thirty (30) days
upon the sending of the said notice, the Non-breaching Party is entitled to notify the
Breaching Party of the termination of this Agreement fifteen (15) days in advance;
	 
	 	12.1.3	 	In the event that any Party is declared to be bankrupt or insolvent (the “Bankrupt or
Insolvent Party”), the other Party is entitled to notify the Bankrupt or Insolvent Party
of ending such bankruptcy or insolvency within thirty (30) days. In the event that the
Bankrupt or Insolvent Party is unable to end its bankruptcy or insolvency within thirty
(30) days upon the sending of the said notice, the Party sending such notice is entitled
to notify the Breaching Party of the termination of this Agreement fifteen (15) days in
advance; or
	 
	 	12.1.4	 	In the event that some key terms in this Agreement are in violation of




23









 






	 	 	 	China’s laws, or the Parties fail to reach a consensus on the modification of such
terms within thirty (30) days, any Party is entitled to notify the other Party of
the termination of this Agreement fifteen (15) days in advance.






	 	12.2	 	This Agreement can be terminated upon the consensus of the Parties.






			
	13	 	Trade secrets






	 	13.1	 	Shanda Games has acknowledged that the user information of Shanda Online is the
trade secrets of Shanda Online under the confidential measures of Shanda Online, which is
not known to the public and can create economic benefits for Shanda Online. Shanda Games
shall warrant that:






	 	13.1.1	 	It will not obtain the information of Shanda Online Users through any improper
means, including but not limited to requesting or otherwise soliciting Shanda Online
Users to provide Shanda Passport information or make new registrations when they log
on the Cooperation Products;
	 
	 	13.1.2	 	It will not disclose, use the information of Shanda Online Users, nor otherwise
allow others to obtain the information of Shanda Online Users through the said
means;
	 
	 	13.1.3	 	It will not violate this section, nor disclose, use or allow others to use the
trade secrets under its possession.






	 	13.2	 	Without prior written consents of the other Party, any Party shall not disclose any
provision, the signature and performance of this Agreement, and any information obtained
from the other Party and its affiliates during the signature and performance of this
Agreement, to a third party (excluding the disclosure imposed by the laws, regulations,
governmental authorities, stock exchanges or other regulatory authorities, and excluding
the disclosure to its legal counsels, accounting consultants, business




24









 






	 	 	 	consultants and other consultants and authorized employees).
	 
	 	13.3	 	The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity of the confidential sections.
	 
	 	13.4	 	The confidential sections shall survive during the Term of this Agreement and two
(2) years after this Agreement is terminated.






			
	14	 	Liability for Breach of Agreement





     Unless otherwise specified in this Agreement, the direct or indirect violation of any
provision of this Agreement, or the failure to perform its obligations hereunder, or the failure
to do so promptly or sufficiently by any Party shall constitute the breach of this Agreement. In
such case, the Non-breaching Party is entitled to notify the Breaching Party to remedy its breach
and to eliminate the consequences arising out of such breach by taking sufficient, effective and
timely measures, and to claim its direct losses from such Breaching Party.




			
	15	 	Dispute Resolution and Governing Law






	 	15.1	 	The conclusion, validity, interpretation, performance, amendments, termination and
dispute resolution of, to and arising out of this Agreement shall be governed by the laws
of the PRC.
	 
	 	15.2	 	Any dispute arising out of this Agreement shall be resolved through friendly
negotiation in the first instance. In the event that the said dispute cannot be resolved
within thirty (30) days after any Party notifies the other Party of resolving such
dispute in writing through friendly negotiation, any Party is entitled to institute such
dispute to the People’s Court at the signature place of this Agreement.






			
	16	 	Miscellaneous






	 	16.1	 	Without prior written consents of the other Party, any Party shall not assign its
rights and obligations hereunder in whole or part.
	 
	 	16.2	 	The failure to exercise its rights hereunder by any Party shall not be deemed




25









 






	 	 	 	to waive such rights, nor affect the exercise of such rights in future by such Party.






	 	16.3	 	This Agreement is made in five (5) copies, two (2) of which will be held by Shanda
Online, and three (3) of which will be held by Shanda Games.




(No Text In The Following)




26









 







     IN WITNESS WHEREOF, this Agreement has been duly executed by the authorized representatives of
the Parties as of the day and the year first above written.




Shanda Online:



Shanghai Shanda Networking Co., Ltd. (Seal)



Signed by Authorized Representative:                    



Nanjing Shanda Networking Co., Ltd. (Seal)



Signed by Authorized Representative:                    




Shanda Games:



Shanghai Shulong Technology Development Co., Ltd. (Seal)



Signed by Authorized Representative:                    



Nanjing Shulong Computer Technology Development Co., Ltd. (Seal)



Signed by Authorized Representative:                    



Shanghai Shulong Computer Technology Development Co., Ltd. (Seal)



Signed by Authorized Representative:                    




27









 








Appendix 3.1.5 Authentication Services




Section One Interface Development





	 	a)	 	Authentication Plug-in Method: the Parties may negotiate on and confirm the
login solutions for the Cooperation Products. The optional solutions are as follows:






	 	i.	 	SDK Dynamic Library: Namely PTSDK (Authentication),
FCMSDK (Anti-fatigue). The game server sides can be used alternatively;
	 
	 	ii.	 	COM Components: Namely PTCOM, applicable to use such
components on the websites and online games;
	 
	 	iii.	 	CAS: Namely SDCAS, WEBGAME can be plugged into Shanda
One-stop Service through this method;
	 
	 	iv.	 	Quan-Quan: Namely IGW, the client-side games can be
plugged into the authentication services through this method.






	 	b)	 	Interface Test: Each Party will provide test environment to the other
Party. Shanda Online shall complete the test for the plugged Cooperation Products within
reasonable time in accordance with its test standards, and such Cooperation Products will
go live after the test is completed.





Section Two Authentication Service Items:





	 	a)	 	Shanda Passport Registration: Shanda Online shall be responsible for
providing the Cooperation Products users with Shanda Passport registration services;
	 
	 	b)	 	Shanda Passport Management: Shanda Online will provide all kinds of
amendment operation based on Shanda Passport, including supplements and amendments of
information, amendments of passport, recovery of passport, supplements of anti-fatigue
information.
	 
	 	c)	 	Shanda Passport Authentication: Shanda Online shall be responsible for
providing the Cooperation Products users with Shanda Passport




28









 






	 	 	 	authentication services;
	 
	 	d)	 	Anti-fatigue: Shanda Online shall be responsible for anti-fatigue
strategies and services in respect of the Cooperation Products, and for ensuring that the
anti-fatigue functions of the Cooperation Products meet the national standards;
	 
	 	e)	 	Secondary Authentication (E-key, Security Card): If the Cooperation
Products users have Shanda e-key or security cards, Shanda Online may provide such users
with authentication services and supporting services in respect of the e-key or security
cards;
	 
	 	f)	 	Account-level Management: Based on the contributions of the Cooperation
Products users to the Cooperation Products, Shanda Online shall provide the user rating
system, and assist Shanda Games to provide the game players with personalized services in
accordance with such system.





Section Three Authentication Service Assurance:




     Shanda Online shall ensure that the authentication services can achieve the following service
standards:




	 	a)	 	Registration Response Time: <1.8s
	 
	 	b)	 	Authentication Response Time: <1.8s
	 
	 	c)	 	Response Time for Secondary Authentication: <1.8s
	 
	 	d)	 	Stability of Authentication Platform: 99.9% in whole year





Section Four Service Team Allocation:




     Shanda Online shall arrange the following service team for the authentication services for
the Cooperation Products:




	 	a)	 	Project Manager: One Person
	 
	 	b)	 	Architect: One Person
	 
	 	c)	 	Operation Director: One Person
	 
	 	d)	 	Program Director: One Person
	 
	 	e)	 	C++ Engineer: Three Persons




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	 	f)	 	WEB Engineer: Three Persons

	 
	 	g)	 	Database Engineer: Three Persons
	 
	 	h)	 	Operation Engineer: Four Persons




30









 











Appendix 3.2.5: Billing Services




Section One Interface Development





	 	a)	 	Shanda Online shall provide Shanda Games and/or its partnership developers with
standard development kit, cross-platform web services, standard JAP and COM controls, and
plug-in documentation and technical supports marched with the software;





Section Two Billing Service Items:





	 	b)	 	Billing Forms:






	 	i.	 	Purchase of Properties: The game players can purchase the properties from
the game center by using Shanda Games Virtual Currency, and the billing system will
reduce Shanda Games Virtual Currency accurately based on the purchased properties;
	 
	 	ii.	 	Virtual currency conversion between users: When the game players convert
their virtual currency, the billing system will reduce Shanda Games Virtual Currency
of one game player and increase Shanda Games Virtual Currency of the other game
player subject to the order of the game system;
	 
	 	iii.	 	Time-length Deduction: Shanda Online will make appropriate deduction
based on the game time-length consumed by the game players;






	 	c)	 	Reporting Services: Shanda Online will daily provide Shanda Games with the data on
the consumption user number (times) with, recharge user number (times), revenues from the
consumption and recharge for the immediately preceding day;
	 
	 	d)	 	Reconciliation Services: Shanda Online will daily provide Shanda Games with
consumption list, recharge list and trading list of all game players for the immediately
preceding day.





Section Three Billing Service Assurance:




31









 








     99.9% stable operation every year; linkage disposal capability of more than 2000 game servers;
more than 1200 times per second for balance authentication; 700 times per second for concurrent
transactions; supports to 4.00 million concurrent online users; capacity expansion based on the
increase of Shanda Games Users



Section Four Service Team Allocation:




     Shanda Online shall arrange the following service team for billing services for the
Cooperation Products:




	 	e)	 	Project Manager: One Person
	 
	 	f)	 	Project Vice-manager: One Person
	 
	 	g)	 	Product Engineer: One Person
	 
	 	h)	 	Application Development Engineer: Seven Persons
	 
	 	i)	 	Database Development Engineer: Four Persons
	 
	 	j)	 	System Maintenance Engineer: Three Persons
	 
	 	k)	 	Test Engineer: One Person




32









 











Appendix 3.3.5 Data Services




Section One Service Items:





	 	a)	 	Reporting Services:
	 
	 	 	 	Shanda Online shall provide the following reporting services at the request of Shanda
Games:






	 	i.	 	Reporting development;

	 
	 	ii.	 	Display of reporting data






	 	b)	 	Personalized Data Inquiry: Shanda Online shall provide business data
inquiry at the request of Shanda Games;
	 
	 	c)	 	Data Analysis and Mining: Shanda Online shall provide Shanda Games with the
guidance of data observation.





Section Two Service Assurance:





	 	 	 	Shanda Online shall ensure the data services to meet the following standards:






	 	a)	 	Response Time: Shanda Online shall provide Shanda Games with the data
inquiry results in strict compliance with the response time agreed by the Parties;
	 
	 	b)	 	Stable Operating Ratio: The stable operating ratio of the servers shall
achieve 100%.





Section Three Service Team Allocation:





	 	a)	 	BO Reporting Development Team:






	 	i.	 	Job Duties: Responsible for the development and maintenance of
BO reports
	 
	 	ii.	 	Number of Members: Three Persons






	 	b)	 	Extract, Transfer and Load (ETL):






	 	i.	 	Job Duties: Responsible for giving data extract standards,
controlling the quality of data sources, and clearing, integrating and
confirming the accuracy of the extracted data;
	 
	 	ii.	 	Number of Members: One Person




33









 












	 	c)	 	Data Warehouse (DW) Team:






	 	i.	 	Job Duties: Make development and maintenance based on DW
database
	 
	 	ii.	 	Number of Members: Two Persons






	 	d)	 	Data Analysis Inquiry Team:






	 	i.	 	Job Duties: Responsible for data inquiry, analysis and mining,
and providing game project teams, sales staff, finance staff with data
supports, and data supports for the strategies of high-level management
	 
	 	ii.	 	Number of Members: Five Persons




34









 











Appendix 3.4.5: Customer Services




Section One Customer Service Contact points:





	 	 	 	Shanda Games shall arrange the following contact points:







	 	a)	 	Business Contact:






	 	i.	 	Contact points for new game business
	 
	 	ii.	 	Contact points for daily game maintenance
	 
	 	iii.	 	Contact points for emergency






	 	b)	 	Technical Contact:






	 	i.	 	IT maintenance contact points

	 
	 	ii.	 	System development contact points






	 	 	 	Shanda Online shall arrange the following contact points:






	 	a)	 	Business Contact:






	 	i.	 	Game Business Manager
	 
	 	ii.	 	Training Director
	 
	 	iii.	 	Director on Duty






	 	b)	 	Technical Contact:






	 	i.	 	Business Manager

	 
	 	ii.	 	Project Director





Section Two Customer Service Items:





	 	c)	 	Seats:







	 	 	 	Shanda Online shall provide the following seating services:






	 	i.	 	Business consulting and processing, introduction on new business, market
researches, order processing, acceptance of complaints, return visit to customers,
customer maintenance, and so on;
	 
	 	ii.	 	Diversified user service methods: such as telephone services, forum
services, e-mail services, fax services, return visit services, reception services,
self-help services, and so on




35









 












	 	d)	 	Automatic Question & Answer System:






	 	 	 	Shanda Online shall provide the Automatic Question & Answer System services for the
Cooperation Products as follows:






	 	i.	 	Answer the questions of an asker through the auto-match method;

	 
	 	ii.	 	Equip with simple man-machine dialogue functions.





Section Three Customer Service Assurance:





	 	e)	 	Shanda Online shall ensure the contacts by telephone, forum, e-mail, fax, return
visit and reception for the Cooperation Products Users;
	 
	 	f)	 	Shanda Online shall ensure at least 7000 person-time telephone services per day, at
least 3000 person-time e-mail and forum services per day, at least 160000 person-time
internet services per day and 150 person-time visit services per day.





Section Four Service Team, Technology and Premises Settings:





	 	g)	 	Team Allocation:






	 	i.	 	Shanda Online shall provide at least 180 telephone lines, at least 100
seats and at least 450 full-time customer service persons.
	 
	 	ii.	 	Two customer service directors and one quality control person shall be
appointed for twenty customer service persons;
	 
	 	iii.	 	All service persons have passed the position qualification
authentication.






	 	h)	 	Technical Settings:






	 	i.	 	No. 1 plug-in in whole country/Shanghai
	 
	 	ii.	 	Interactive Voice Response (IVR), 7*24-hour supports
	 
	 	iii.	 	Automatic Call Distribution (ACD), the telephone will jump automatically
if the line is engaged
	 
	 	iv.	 	Full telephone recording, intelligent outbound contact solution
	 
	 	v.	 	Accessible by remote seats
	 
	 	vi.	 	Collection of customer information, statistics of telephone traffic and
creation of reports




36









 












	 	vii.	 	Complete basic hardware supports, including PBX, ACD and CTI
	 
	 	viii.	 	CRM application system
	 
	 	ix.	 	Recording system
	 
	 	x.	 	Monitor reporting system






	 	i)	 	Premises Settings






	 	i.	 	Working areas, conference rooms, training rooms and staff lounge in the
customer service center





Section Five User Indexes





	 	j)	 	Shanda Online undertakes that its customer services shall meet the following
user indexes: 






	 	i.	 	Telephone services satisfied by customers (number of users satisfying the
telephone services/total number of voting users *100%) >95%;
	 
	 	ii.	 	Response ratio (number of settled matters within specified time/total
number of submitted matters ×100% (24 hours for common customers, 3 hours for VIP,
72 hours for batch processing)) >95%;
	 
	 	iii.	 	Telephone response ratio (number of answer calls within 3 seconds after
the telephones ring/total number of telephones allocated to the seats
*100%) >98%;
	 
	 	iv.	 	Service complaint ratio (complaint volumes/total service volumes
*100%) <1 0/000;
	 
	 	v.	 	Average waiver ratio (year) (waiver volume/total incoming call volume
*100%) :






	 	1)	 	Common Users: £ 45%
	 
	 	2)	 	VIP Users: £ Q2%.




37









 











Appendix 3.5.5: Quan-Quan Plug-in




Section One Quan-Quan Service Items:





	 	a)	 	Quan-Quan Functions:






	 	i.	 	Shanda Passport: Register Shanda Passport, log on games through Shanda
Passport, support secondary authentication (including but not limited to
e-key/security cards), support anti-fatigue, and provide account management services
such as passport amendment;
	 
	 	ii.	 	Recharge: Recharge function of Shanda Passport;
	 
	 	iii.	 	Remit account: Remit account from Shanda Passport to game accounts;
	 
	 	iv.	 	Customer Service: Caihong Automatic Question & Answer System;
	 
	 	v.	 	Openness: Customize the Cooperation Products Users to add other internet
contents and services and to develop other internet contents and services;
	 
	 	vi.	 	Message Services: Support news dissemination functions in the Cooperation
Products.






	 	b)	 	Data Services: Shanda Online will regularly provide login data relating to
Quan-Quan, and online data at the request of Shanda Games.
	 
	 	c)	 	Product Development: Shanda Online may provide the Quan-Quan version and
customize the updated services at reasonable request of Shanda Games.





Section Two Quan-Quan Service Assurance:





	 	a)	 	System Assurance: 99.9% stable operation every year; handling capability of
2000 times per second; complete tracking system for the number of online persons; support
the concurrent Quan-Quan use by 1.00 million users
	 
	 	b)	 	The response speed for the game customer sides and resource consumption can
achieve certain standards after Quan-Quan is connected to the games, such as Delphi
technology games. 





Section Three Service Team Allocation




38









 









	 	a)	 	Application plug-in supports: Two Persons
	 
	 	b)	 	Test and version control services: One Person
	 
	 	c)	 	User Service Supports: One Person
	 
	 	d)	 	Operating Service Supports: Three Persons






39