Exhibit 4.54





Exhibit 4.54



CONFIDENTIAL TREATMENT REQUESTED BY NINETOWNS INTERNET TECHNOLOGY GROUP COMPANY LIMITED. THIS
EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL IS MARKED WITH “*” AND HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.





STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT




Party A’s Contract Number: BJ101002-3




Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”),
Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. (hereinafter referred to as “Party B”) and
Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch (hereinafter referred to
as “Party C”) have entered into this agreement with respect to the establishment of a strategic
cooperative partnership relationship between the parties and Party B’s consent to engagement of
Party C as Party A’s franchisee:



	 	 	 
	Party A:

	 	Beijing Ninetowns Ports Software and Technology Co., Ltd.
	 
	 	 
	Address:

	 	Building No.14, 7th Block, 188 South 4th Ring Road West, Fengtai District, Beijing
	Zip code:

	 	100070
	Telephone:

	 	010-58056688
	 
	 	 
	Party B:

	 	Beijing Ninetowns Zhi Fang Software Technology Co., Ltd.
	 
	 	 
	Address:

	 	Building No. 1, 5th Block, 188 South 4th Ring Road West, Fengtai District, Beijing
	Zip code:

	 	100070
	Telephone:

	 	010-58056553
	 
	 	 
	Party C:

	 	Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch
	 
	 	 
	Address:

	 	Xinhe District, Shanghai (Room 129, No. 579, Xinjiang Road, Chongming County)
	Zip code:

	 	202156
	Telephone:

	 	021-52283902






I. Franchised Products:




The “iDeclare V5.0” enterprise software that has various functions (such as electronic
certification of origin certificate and electronic inspection application), which was developed
independently by Party A (who has obtained a software production certificate for such software);
and services in relation to the “iDeclare V5.0” enterprise software.


 


 









 





In order to enhance Party C’s reputation, and in consideration of the degree of acceptance of
software sales companies by import/export enterprises in Party C’s franchised area, Party A hereby
authorizes Party C to use the Ninetowns trade name in its company name, provided, however, that
Party C shall not use such trade name to engage in business activities that are not related to the
business as contemplated hereunder.



II. Franchised Area:




Shanghai.



III. Term of Franchise:




From October 1, 2010 to December 31, 2011.



IV. Recommended Distribution Price:




The standard price of the “iDeclare V5.0” enterprise software is RMB4,500 per set with one-year
free services. Party B may charge a different price according to market competition.



V. Obligations of Both Parties:




Obligations of Party A:




	 	1.	 	Party A undertakes that the products that it provides have been authorized by the
General Administration of Quality Supervision, Inspection and Quarantine of the PRC.






	 	2.	 	In order to enhance Party C’s reputation, Party A hereby authorizes Party C to use the
Ninetowns trade name in its company name, provided, however, that Party C shall not use
such trade name to engage in business activities that are not related to the business as
contemplated hereunder.






	 	3.	 	Party A undertakes that during the term of this agreement, it will obtain Party B’s
prior consent before developing other franchisees within the franchised area.






	 	4.	 	Party A shall provide marketing and training materials in connection with the
franchised products.
	 
	 	5.	 	Party A shall provide Party B with technical support services.
	 
	 	6.	 	Upgrade services.




 


 









 










Obligations of Party B:




	 	1.	 	Party B undertakes that during the term of this agreement, it will obtain Party C’s
prior consent before developing other franchisees within the franchised area.






	 	2.	 	Party B shall provide marketing and training materials in connection with the
franchised products.
	 
	 	3.	 	Party B shall provide Party C with technical support services.





Obligations of Party C:




	 	1.	 	Party C is responsible for distribution of Party A’s products, after-sale services and
technical support in the franchised area.






	 	2.	 	Party C undertakes that it will provide users with after-sales service and technical
support in accordance with Party A’s service standards and service contents.






	 	3.	 	Party C undertakes that the sales data delivered by Party C to Party A monthly, i.e.
the monthly sales report, will be true and accurate.





VI. Product Settlement Prices:




The settlement prices are as follows:




The distribution arrangements between the parties with respect to Party A’s “iDeclare V5.0”
enterprise software shall be: Party A shall be entitled to receive ********** of the total
revenue and Party C shall be entitled to receive ********** of the total revenue.



VII. Settlement Schedule:




Both parties agree that they shall settle payable amounts within 30 days after three months
following relevant settlement period. Party C shall deliver a monthly sales report to Party A’s
financial management center by the end of each month.



The form of the monthly sales report is attached hereto.



VIII. Agreement Amendment




If either party hereto requests to amend this agreement, it shall notify the other party in
writing, and the other party shall respond within one week. All amendments of this agreement must
be made in writing by both parties, and such amendments shall be deemed as inseverable parts of
this agreement.



IX. Rights of Party A and Party C to Terminate this Agreement Unilaterally




If any of the following circumstances occurs, Party A is entitled to terminate this agreement
unilaterally without any liability for breach of contract:




	 	1.	 	Party C becomes a franchisee for any other product that competes with Party A in the
franchised area during the term of this agreement without Party A’s consent;




 


 









 











	 	2.	 	Party C fails to comply with relevant state or industrial laws or regulations,
resulting in damages to Party A’s products and goodwill;






	 	3.	 	Party C engages in any form of counterfeit activities with respect to Party A’s
products;






	 	4.	 	Party C fails to provide after-sales service and technical support to product users in
accordance with Party A’s service standards and service contents, which results in
complaints by a large number of users.





If any of the following circumstances occurs, Party C is entitled to terminate this agreement
unilaterally without any liability for breach of contract:




	 	1.	 	Party A develops new franchisees within Party C’s franchised area during the term of
this agreement without Party C’s consent;






	 	2.	 	Party A refuses to provide product-related marketing and training materials or
product-related technical training to Party C.





X. Termination of Agreement




This agreement is automatically terminated upon the occurrence of any of the following
circumstances:




	 	1.	 	Expiration of this agreement;
	 
	 	2.	 	Mutual consent by the parties during the term of this agreement;






	 	3.	 	Failure by the parties to reach an agreement in the event that either party makes a
request to amend this agreement, which makes the further performance of this agreement
impossible.





XI. Renewal of Agreement




The parties shall notify the other party in writing of its intention whether to renew this
agreement at least 30 days prior to the expiration hereof. This agreement may be renewed upon the
parties’ mutual consent. If either party fails to notify the other party prior to expiration, such
party shall be deemed to have agreed on the termination hereof, and the other party shall be
entitled to take any action without assuming any liability for breach of contract.


 


 









 





XII. Force Majeure



A force majeure event means an event that both parties could not foresee when they entered into
this agreement, and the occurrence and consequences of which cannot be prevented or overcome by the
parties.



If it is impossible for either party to perform this agreement due to a force majeure event, it
shall promptly notify the other party of the reasons why it is impossible to perform this agreement
or it needs to delay its performance or perform part of this agreement, and it shall provide
legally valid supporting documents. Through consultation by both parties, the parties may approve a
delay of the performance, a partial performance or a waiver of performance, and part or all of the
liabilities for breach of contract may be exempted, if agreed by the parties. If a force majeure
event occurs after either party’s delayed performance, such party may not be exempted from all
liabilities for breach of contract.



XIII. Liability for Breach of Contract





	 	1.	 	If the parties can not continue the performance of this agreement due to either party’s
breach, the breaching party shall pay the other party liquidated damages equal to 10% of
all amounts payable during the performance of this agreement.






	 	2.	 	If Party C fails to settle with Party A within the time limit as set forth herein,
Party C shall pay a late penalty to Party A, calculated at the bank lending interest rate
for such overdue period. The calculation shall be made according to the amount of the late
payment and related period.





XIV. Dispute Resolution




Any dispute arising from this agreement shall be first settled through friendly negotiation. If
the parties fail to reach an agreement after negotiation, either party may bring a lawsuit to
Beijing Fengtai District People’s Court to settle such dispute by litigation.



XV. Matters not covered by this agreement shall be settled through consultation by both parties and
confirmed by a written agreement by the parties attached hereto. Such attachments shall be an
inseverable part of this agreement and have the same force and effect as this agreement.



This agreement shall be executed in six counterparts. Either party shall hold two counterparts
with each counterpart having the same force and effect. This agreement shall take effect upon the
parties’ execution with their corporate seals affixed to this agreement.




 


 









 







(Signature Page)




Party A:

Beijing Ninetowns Ports Software and Technology Co., Ltd.

[Seal]




Date: October 1, 2010




Party B:

Beijing Ninetowns Zhi Fang Software Technology Co., Ltd.

[Seal]




Date: October 1, 2010




Party C:

Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch

[Seal]




Date: October 1, 2010


 


 









 





Invoicing Party: Beijing Ninetowns Ports Software and Technology Co., Ltd.




                    Monthly Sales Report




	 	 	 	 	 	 	 	 	 	 	 
	Products Name	 	Software Distribution	 	Number of Distribution	 	 	Amount of Distribution	 
	iDeclare V5.0
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total	 	 	 	 	 	 	 	 






Name of Enterprise: Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch




Contact Person: Yun Gu