Amended and Restated Advertising Technical Consulting and Services Agreement



 Exhibit 10.19 
  
 Amended and Restated Technical Consulting and Services Agreement 
  
 This Amended and Restated Technical Consulting and Services Agreement (the “Agreement”) is entered into as of July 20, 2004 in Beijing between the
following two parties: 
  

			
	eLongNet Information Technologies (Beijing) Co., Ltd. (hereinafter “Party A”)
	 Legal Address:
	  	10 Jiuxianqiao Road, Chaoyang District, Beijing
	 Legal  Representative:
	  	Tang Yue
	
	Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Party B”)
	 Legal Address:
	  	203, B Xingke Mansion, 10 Jiuxianqiao Road, Chaoyang District, Beijing
	 Legal Representative:
	  	Tang Yue

  
 WHEREAS: 
  
 1.    Party A is a wholly foreign-owned enterprise registered in
People’s Republic of China (hereinafter “PRC”) under the laws of PRC; 
  
 2.    Party B is a limited company registered in PRC under the laws of the PRC; 
  
 3.    Party A and Party B signed a Technical Services Agreement on February 1st 2001, and amended the aforesaid agreement on August 22nd 2003. Both parties now decide to conduct further amendment and restatement in accordance with the relevant declaration of the agreement. 
  
 4.    Party A agrees to provide the Internet technical consulting and the relevant services to Party B in accordance with the articles and terms
of the Agreement, Party B agrees to accept the Internet technical consulting and the relevant services provided by Party A in accordance with the articles and terms of the Agreement. 
  
 NOW THEREFORE, the parties through mutual negotiation agree as follows: 
  
 Article One    WebPages Space Lease 
  
 1.    Party A agrees to, as the exclusive internet technical consulting and services provider of Party B according
to the Agreement, provide the exclusive technical consulting and services concerning all businesses of reservation Party B makes at www.elong.com(elong.com) to Party B. 
  
 2.    Party B agrees that, during the term of this Agreement, it
shall not accept the technical consulting and services for such above-mentioned business any third party provides without the prior written consent of Party A. 
  

3.    Party B promises that the content Party B demands Party A to provide technical consulting and services will not violate any rules of
laws and regulations adaptable. 
  
 Article Two    Price of Technical
Services and Software Licenses, Way of Payment 
  
 1.    The fee for technical services and software provided by Party A according to the agreement will be determined in accordance with the particular service items and software provided by Party A upon the market price
of the aforesaid services and licenses by both parties through negotiations. 
  

 1 








 2.    As for every item of business at www.elong.com, Party B shall pay the fee for
technical consulting and services and software licenses determined by both parties to Party A according to the time and method both parties agreed after Party B starts to operate the business. 
  
 Article Three    Intellectual Property 
  
 1.    Any invention, modification, creation and designation
accomplished by Party A during the performance of the obligations under this Agreement, and the copyright, trademark, sign (whether all these mentioned is or can be registered) of the works Party A produces, shall be Party A’s absolute
belongings, and Party A owns exclusive and monopoly rights and interests to them. 
  
 2.    All the intellectual property rights transferred, created, developed or created for entrust by Party B, related with the business of Party B, not including any loan or expense of the third party, or liabilities of
the third party. Party B shall sign the further documents and adopt the further actions in accordance with the reasonable requirements advanced by Party B from time to time, and guarantee the rights transferred in accordance with Item 2 of the
agreement in further.  
  
 3.    Party A
authorizes Party B to use the application program of its website and the registered application programs or unregistered application programs in possession of Party B. the aforesaid license should be non-exclusive and not be transferred. 

  
 Article Four    Representations and Warranties 
  
 1.    Party A represents and warrants to Party B as follows,
within any time of the signing day and the period of this Agreement: 
  
 (1)    Party A is a wholly foreign-owned enterprise duly registered under the laws of the PRC, validly existing and with good operation record. Party A has wholly lawful rights and necessary power and
authorization to sign and deliver this Agreement, and to wholly perform the obligations under this Agreement and to accomplish the transaction stipulated in this Agreement. 
  
 (2)    Party A has finished all necessary company conducts and acquired all proper and valid
authorization to sign and perform this Agreement. This Agreement shall constitute Party A’s lawful, valid and binding obligations after the signature, and it can be enforced to Party A according to its clauses. 
  
 (3)    To sign and deliver this Agreement, to
perform the obligations under this Agreement, and to accomplish the transaction stipulated in this Agreement, Party A does not need to apply to any government department or acquire any approval. 
  
 (4)    Party A’s signature and delivery of
this Agreement, performance of the obligations under this Agreement and accomplishment of the transaction stipulated in this Agreement, will not: (1) cause the violation of Party A’s articles of association or other organization papers; (2)
cause the violation of any agreement, contract or charter Party A enters into or is restricted by; (3) cause the violation of any judgment, verdict or order made by court or government Party A is one party or is restricted by; or (4) need any
permission of other persons. 
  
 (5)    As for Party A, there does not exist any agreement, contract or arrangement that will interfere the signature and performance of this Agreement adversely, or any debt or potential debt Party A does not disclose to
Party B and that will interfere the signature and performance of this Agreement adversely. 
  

 2 








 2.    Party B represents and warrants to Party A as follows, within any time of the signing day
and the period of this Agreement: 
  
 (1)    Party B is a limited company duly registered under the company laws of the PRC, validly existing and with good operation record. Party B has wholly lawful rights and necessary power and authorization to sign and
deliver this Agreement, and to wholly perform the obligations under this Agreement and to accomplish the transaction stipulated in this Agreement. 
  
 (2)    Party B has finished all necessary company conducts and acquired all proper and valid authorization to sign and perform
this Agreement. This Agreement shall constitute Party B’s lawful, valid and binding obligations after the signature, and it can be enforced to Party A according to its clauses. 
  
 (3)    To sign and deliver this Agreement, to perform the obligations under this Agreement, and to
accomplish the transaction stipulated in this Agreement, Party B does not need to apply to any government department or acquire any approval. 
  
 (4)    Party B’s signature and delivery of this Agreement, performance of the obligations under this Agreement and
accomplishment of the transaction stipulated in this Agreement, will not: (1) cause the violation of Party B’s articles of association or other organization papers; (2) cause the violation of any agreement, contract or charter Party B enters
into or is restricted by; (3) cause the violation of any judgment, verdict or order made by court or government Party B is one party or is restricted by; or (4) need any permission of other persons. (5) As for Party B, there does not exist any
agreement, contract or arrangement that will interfere the signature and performance of this Agreement adversely, or any debt or potential debt Party B does not disclose to Party A and that will interfere the signature and performance of this
Agreement adversely. 
  
 Article Five    Confidentiality

  
 1.    Any party of this Agreement shall protect
and maintain the confidentiality of any confidential data and information (“Confidential Information”) acquired from the other party through signing and performing this Agreement. Unless with the written consent of the other party in
advance, any party should not disclose any Confidential Information to any third party, unless the disclosure is required by law, or by enforceable orders of court and related government department. In the situation, the party required to disclose
the Confidential Information shall notify the other party immediately, and take all possible measures to keep the disclosure in the scope as small as possible, and proclaim the disclosed persons the obligation of confidentiality. 
  
 2.    Upon the termination of this Agreement, any party shall, at
the other party’s option, return any document, material, database, equipment or software containing the Confidential Information to the other party; if the return becomes impossible for any reason, the party shall destroy all the Confidential
Information or delete the Confidential Information from any memory devices. No party can keep using any Confidential Information in any way after the termination of this Agreement. 
  
 3.    There is no time limit to the Confidentiality stipulated in Article Five, and it will survive after the
termination of this Agreement, unless the Confidential Information is open to the public, and the open of the Confidential Information is not due to the breach of contract by any party. 
  

 3 








 Article Six    Effectiveness and Term 
  
 1.    This Agreement is entered into with the “Transfer Agreement”, and takes effect as of the date of
signature. 
  
 2.    This Agreement shall keep effective
during the exist period (and any extended period of validity), except if the Agreement is terminated in advance according to Article 6 Item3. 
  
 3.    Party A shall terminate the Agreement at any time by delivering written notice to Party A. except the conditions regulated by the
applicable law, Party B has no right to terminate the Agreement in any other event. 
  
 Article Seven    Settlement of Disputes 
  
 1    Any dispute, tangle or claim arising from the agreement or relating with the agreement (including any issue relating with the existence, validity or termination of the agreement) should be submitted to China
International Economic and Trade Arbitration Commission (the “Arbitration Commission”). Arbitration Commission shall conduct arbitration in accordance with the current effective rules of Arbitration application. The arbitration award shall
be final and binding upon both parties. 
  
 6.2    Arbitration place shall be in Beijing, PRC. 
  
 6.3    Arbitration language shall be English. 
  
 6.4    the court of arbitration shall compose of three arbitrators. Both parties should
respectively appoint an arbitrator, the chairman of the court of arbitration shall be appointed by both parties through consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days
from the date of their respectively appoint a arbitrator, the director of Arbitration Commission shall have right to appoint the chief arbitrator. 
  
 6.5    both parties agreed that the court of arbitration established according to the regulation shall have right to provide
actually performed relief on the proper situation according with PRC Law (including but not being limited to Law of Contract of the People’s Republic of China). For the avoidance of doubt, both parties further that any court having jurisdiction
(including PRC Court) shall carry out the arbitral award of actual performance issued by the court of arbitration. 
  
 6.6    both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to
appeal, reexamine or prosecute to national court or other administration of justice in any form, and the precondition shall be that the aforesaid waiver is effective. However the waiver of both parties does not include any post-arbitration
injunction, post-arbitration distress warrant or other command issued by any court having jurisdiction (including PRC Court) for terminating the arbitration procedure or carrying out any arbitral award. 
  

 4 








 Article Eight    Other Clauses 
  
 1.    All notices and other communications under this Agreement should be made in written form (including fax) and
be sent by courier or fax to the following address, or any other address one party designated to the other party in written form. If the notices and communications mentioned above are sent by courier, they take effect 72 hours after the mail is
delivered to the courier company; if they are sent through fax, they take effect 24 hours after being sent. 
  

			
	Party  A:	  	eLongNet Information Technologies (Beijing) Co., Ltd
	Recipients:	  	Tang Yue
	Address:	  	R10 Jiuxianqiao Road, Chaoyang District, Beijing
	Telephone:	  	(010) 5860 2288
	Fax:	  	(010) 6431 2801
		
	Party  B:	  	Beijing Asia Media Interactive Advertising Co., Ltd.
	Recipients:	  	Tang Yue
	Address:	  	203, B Xingke Mansion, 10 Jiuxianqiao Road, Chaoyang District, Beijing
	Telephone:	  	(010) 58602288
	Fax:	  	(010) 64315872

  
  
 2.    This Agreement is binding on both parties and their successors and approved assignees respectively, and is entered into only for the
benefit of the persons mentioned above. Without the prior written consent of the other party, any party should not transfer, pledge or transfer in other ways the rights, benefits or obligations under this Agreement. 
  
 3.    Unless with both parties’ written consent, this
Agreement should not be amended or modified; for those not included, both parties shall make a supplement to this Agreement through signing written agreements; any amendment, modification, supplement and appendix to this Agreement shall be part of
this Agreement, and shall have the same legal effect as this Agreement. 
  
 4.    This Agreement is separable, the invalidity or unenforceability of any clause in this Agreement will not interfere the effect and enforceability of other clauses. 
  
 5.    When one party does not exercise or delays exercising any
right or remedy for breach of contract under this Agreement, it does not mean to waive such right or remedy; when one party exercises once or exercises part of any right or remedy for breach of contract under this Agreement, it does not mean to
prevent the party to exercise again or exercise further such right or remedy. One party’s waiver of right according to this Agreement may add any term it thinks appropriate. Any waiver is effective only once and for the special item.

  
 6.    All topic headings in this Agreement are set
only for convenience, and they should not be deemed part of this Agreement. 
  
 7.    This Agreement is executed duplicate, with each party holding one, and each copy has the same legal effect. 
  

 5 








 IN WITNESS THEREOF the parties hereto have caused this Agreement to be signed by a duly authorized representative
as of the date first set forth above. 
  
 eLongNet Information Technologies (Beijing) Co.,
Ltd 
 Signature of Authorized Representative:    /s/ 
 Official Seal:    /s/ 
  
 Beijing
Asia Media Interactive Advertising Co., Ltd. 
 Signature of Authorized Representative:    /s/ 
 Official Seal:    /s/ 
  

 6