Exclusive Technical Consulting and Service Agreement



 Exhibit 10.11 
 Exclusive Technical Consulting & Service Agreement 
 Between 
 Shanghai Zhengtu Information Technology Co., Ltd 
 And 
 Shanghai Zhengtu Network Technology Co., Ltd 
 Shanghai, China 







 Exclusive Technical Consulting & Service Agreement 
 This Exclusive Technical Consulting & Service Agreement (the “Agreement”) is entered into on September 7, 2006 in Shanghai, the People’s
Republic of China (“PRC”) by and between the following two parties: 
 Party A: Shanghai Zhengtu Information Technology Co., Ltd 
 Address: Room 501, 9858 Humin Road, Shanghai 
 Legal Representative: Zhang Lu

 Party B: Shanghai Zhengtu Network Technology Co., Ltd 
 Address: Room 520, Building B, 135 Kangjian Road, Shanghai 
 Legal Representative: Shi Yuzhu 
 Whereas, 
  

	1.	Party A is a company of limited liability established within the territory of the People’s Republic of China and which engages in the business of developing, designing, making
computer hardware and software, and designing, installing, testing and maintaining integrated computer systems, selling its own products, and providing related technical and business consulting and services; it has rich experience and a team of
outstanding professionals; 

  

	2.	Party B is a company of limited liability established within the territory of the People’s Republic of China which, by the approval of relevant government authorities, engages
in the business of providing internet information services and developing and operating online games; 

  

	3.	Party B desires to obtain from Party A technical support, marketing strategic advice and development support relating to its business, and Party A agrees to provide such support to
Party B; 

 Now, therefore, adhering to the principles of equality and mutual benefit, and after friendly negotiations, the Parties reach the
following agreement for mutual compliance: 
  

	1.	Service 

  

	1.1	The Parties agree that during the term of this Agreement Party A shall provide to Party B the technical support services as listed in Attachment I hereto (“Technical
Support”) in accordance with this Agreement. 

  

	1.2	 To ensure the confidentiality of the technical secrets contained in the Technical Support provided by Party A, as well as the effect and efficiency of such
Technical Support, Party 











	 	 
B agrees that, unless with prior-written approval from Party A, during the term of this Agreement Party B will not (1) hire any third party (other than
one approved by Party A) to provide to Party B any Technical Support listed in Attachment I or any similar technical support; or (2) take on its own or permit any third party to take any action that may affect the confidentiality of the
technical secrets contained in the Technical Support provided by Party A or the effect and efficiency of such Technical Support, except bad-faith actions taken by a third party beyond the control of Party B. 


  

	1.3	Any intellectual property rights (including but not limited to copyrights, patents, technical and business secrets and others) generated in the course of performing this Agreement,
developed either by Party A on its own, or developed by Party B on the basis of Party A’s Intellectual Property rights or by Party A on the basis of Party B’s Intellectual Property rights, shall exclusively be owned by Party A. Party B
shall only have a royalty-free and non-sublicense right to such rights without time limit. 

  

	2.	Computation and Payment of Service Fee 

 The Parties agree that the
compensation for Party A’s Technical Support to Party B (the “Service Fee”) shall be computed and paid in accordance with Attachment II. 
  

	3.	Representations, Undertakings and Covenants 

  

	3.1	The Parties make the following representations, undertakings and covenants, which will be true on and after the date of execution of this Agreement: 

  

	3.1.1	Party A is qualified under Chinese laws and regulations to provide the Technical Support listed in Attachment I, has all required certificates, permits and/or other government
approvals, and will maintain its qualification and the validity of such certificates, permits and/or other government approvals during the effective term of this Agreement; 

  

	3.1.2	Party A has the necessary equipments and experienced professionals to provide the services listed in Attachment I; 

  

	3.1.3	In entering and performing this Agreement, Party A will not violate any law or contractual provision binding on it. 

  

	3.2	Party B makes the following representations, undertakings and covenants, which will be true on and after the date of execution of this Agreement: 

  

	3.2.1	Party B is qualified under Chinese laws and regulations to provide internet information services, to develop and operate on-line games, and to do all the other businesses it is
doing, has all required certificates, permits and/or other government approvals, and will maintain its qualification and the validity of such certificates, permits and/or other government approvals during the effective term of this Agreement;


  

	3.2.2	Party B has never done any illegal transaction or act in its business activities; 

  








	3.2.3	In entering and performing this Agreement, Party B will not violate any law or contractual restriction binding on it or in any way affecting it. 

  

	4.	Confidentiality 

  

	4.1	The Parties agree to take all reasonable precautions to keep the confidentiality of all information which either of them, during the effective term of this Agreement, obtains from
the other or becomes aware of or comes into possession of (“Confidential Information”). Without the prior written consent from the disclosing Party, neither Party shall disclose, give nor transfer to any third party such Confidential
Information. Upon the termination of this Agreement, the receiving Party shall return to the owner or provider of such Confidential Information all documents, materials or software containing such Confidential Information, or , with consent from the
owner or provider, destroy such documents or materials, including deleting all Confidential Information from any memory device. No such Confidential Information shall be used any further. Party A and Party B shall take necessary measures to ensure
that the Confidential Information will only be disclosed to their respective employees, agents or professional advisors who have need to know such information, and cause them to be bound by this confidentiality provision. 


 

	4.2	The above restrictions does not apply to: 

  

	4.2.1	Materials generally available to the public at the time of disclosure; 

  

	4.2.2.	Materials which become available to the public after the disclosure through no fault of Party A or Party B; 

  

	4.2.3	Materials which Party A or Party B can prove to be in its possession before the disclosure and which was not obtained directly or indirectly by such Party from a third party owing
to the other Party the obligation of confidentiality; 

  

	4.2.4	Disclosure of Confidential Information to relevant authorities or security exchanges required under the law, or to Party A or Party B’s respective legal or financial advisors
in the ordinary course of business. 

  

	4.3	The Parties agree that this provision shall survive any modification or termination of this Agreement. 

  

	5.	Compensation and Termination 

  

	5.1	 Unless otherwise provided for herein, in the event that either Party breaches its obligation hereunder (including the obligation in Article 3 hereof) either in full
or in part, the non-breaching Party may serve a notice in writing requesting the breaching Party to cure its breach within 60 days after receiving the notice, to take appropriate measures to effectively and timely prevent any loss or damage, and to
continue to perform its 











	 	 
obligations hereunder. Without limiting the foregoing, the breaching Party shall compensate the non-breaching Party for any damage the latter sustained as a
result of such breach. However, unless there is a material damage, the non-breaching Party shall not terminate this Agreement. 


  

	5.2	In the event that any of the representations and undertakings made by either Party under Article 3 hereof is untrue, and as a result the non-breaching Party sustains a damage, the
breaching Party shall compensate the non-breaching Party for any damage the latter sustained as a result. However, unless there is a material violation of the representations and undertakings, the non-breaching Party shall not terminate this
Agreement. 

  

	6.	Effects, Effective Day and Term of Effectiveness 

  

	6.1	This Agreement will enter into effect after it is signed by the authorized representatives of both Parties and affixed with the corporate seals of both Parties.


  

	6.2	This Agreement will be effective for a term of ten years starting from the date of its execution, unless Party A terminates this Agreement in accordance with Article 7 hereof. The
Parties agree that after this Agreement expires, they may renew this Agreement if Party A wishes to have it renewed. 

  

	7.	Termination 

  

	7.1	During the effective term of this Agreement, if Party B wishes to terminate this Agreement earlier, it shall serve a six-month prior written notice on Party A and obtain Party
A’s consent, and, in that event,: 

  

	7.1.1	Party A shall have the right to immediately terminate all licensing agreements with Party B regarding on-line games and other Intellectual Property rights, notwithstanding the
provisions of any other contracts; 

  

	7.1.2	Party B shall be liable for RMB20,000,000 as liquidated damages and shall compensate Party A for all its losses resulting from such early termination. 

  

	7.2	If Party A terminates this Agreement due to Party B’s breach before the expiration day, Party A shall have the right to terminate all related licensing agreements and request
that Party B pay the liquidated damages and other compensations in accordance with Article 7.1 above. However, if Party A terminates this Agreement without legal or contractual basis, Party A shall be liable for Party B’s losses resulting
therefrom, if any. 

  

	7.3	The Parties’s rights and obligations as provided in Article 4 and Article 5 herein shall survive the termination of this Agreement. 

  

	8.	Settlement of Disputes 

  








	8.1	In the event of any dispute regarding the interpretation or performance of any provision hereof, the Parties shall consult with each other in good faith in an effort to solve the
dispute. If consultation fails, either Party may submit the dispute to the Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with its then-effective rules. The arbitration proceedings
shall be conducted in Chinese and shall take place in Shanghai. The award of arbitration shall be final and binding on the Parties. This provision shall survive the termination of this Agreement. 

  

	8.2	Except the matters in dispute, the Parties shall continue to perform their respective obligations hereunder in good faith pursuant to this Agreement. 

  

	9.	Force Majeure 

  

	9.1	A “Force Majeure Event” is one which is beyond the reasonable control of the affected Party hereto and unavoidable even with reasonable caution, including but not limited
to government acts, acts of god, fires, explosions, storms, floods, earthquakes, tidal waves, lightning or wars. However, shortage of credits, funds or inadequate financing shall not be deemed to be beyond the reasonable control of a Party. The
Party affected by a Force Majeure Event and requesting to be excused from performance hereunder shall promptly notify the other of such request. 

  

	9.2	If performance hereunder is delayed or hindered by a Force Majeure Event as defined above, the affected Party shall be excused from any liability hereunder to the extent of such
delay or hindrance. The affected Party shall take appropriate measures to mitigate or remove the impact of such Force Majeure Event, and shall endeavor to resume performance which has been delayed or hindered by the Force Majeure Event. The Parties
agree that once the Force Majeure Event is over, they will use their best efforts to resume performance hereunder. 

  

	10	Transfer 

 Party B shall not transfer any of its
rights or obligations hereunder to any third party without Party A’s prior written consent. Party A may transfer any of its rights and obligations hereunder to any third party without Party B’s consent, provided, however, that it notifies
Party B of such transfer. 
  

	11.	Severability 

 In the event that any of the
provisions hereunder is invalid or unenforceable because it conflicts with relevant laws, such provision is invalid and unenforceable only to the extent of the application of the relevant laws, and the validity and effectiveness of other provisions
hereunder shall not be affected thereby. 
  

	12.	Amendment and Supplement 

  







 Amendment and supplement to this Agreement shall be made by the Parties through a written agreement. Such
amendment and supplement, once duly executed by the Parties, become component parts of this Agreement and shall be as effective as this Agreement. 
  

	13	Governing Law 

 The execution, validity, performance
and interpretation of this Agreement, as well as resolution of disputes arising hereunder, shall all be governed by and construed in accordance with the PRC laws. 
  

	14	Counterparts 

 This Agreement shall have two
counterparts, and Party A and Party B shall each have one counterpart. 
 In witness hereof, the Parties have caused their respective authorized
representatives to execute this Agreement as of the date first written above. 
 (The remaining part of this page is intentionally left blank.) 

 







 Party A: Shanghai Zhengtu Information Technology Co., Ltd 
  

					
		 	Seal:	 	
		
		 	Authorized Representative: Zhang Lu
			
		 	Signature:	 	  


 Party B: Shanghai Zhengtu Network Technology Co., Ltd 
  

					
		 	Seal:	 	
		
		 	Authorized Representative:
			
		 	Signature:	 	  


  







 Attachment I 
 Technical Support Service 
 As long as permitted by law, the technical support service to be provided by Party A to
Party B shall include the following, which may be amended from time to time by the Parties in light of Party B’s business operation and in accordance with relevant provisions of the law: 
  

	1.	testing, installing and day-to-day maintenance of the server; 

  

	2.	maintaining the exchanger, fire walls and other relevant network and equipments; 

  

	3.	maintaining the on-line payment and metering systems; 

  

	4.	offering safety consulting services on the network as a whole; 

  

	5.	developing and maintaining the company’s internal office automation system; 

  

	6.	managing and maintaining the company’s computers, network and equipments; 

  

	7.	providing project testing and technical evaluation; 

  

	8.	maintaining the customers’ service platform; 

  

	9.	training employees; 

  

	10	translating on-line games into Chinese, and providing technical support and consulting; 

  

	11.	making analysis and following-up studies on the industry on a rolling basis; 

  

	12.	Consulting on Games Project: 

  

	(1)	proposing a comprehensive operation plan for the games project; 

  

	(2)	offering advice regarding the commercial operation of games; 

  

	(3)	gather information from the game players on a regular basis, and providing constructive advice regarding the development of the project; 

  

	(4)	planning and organizing market research in connection with the games; (5) planning and organizing marketing activities in connection with the games; (6) offering advice on
the resolution of special problems in the games. 

  

	13.	Evaluation of Games to be Imported: 

  








	(1)	monitoring the on-line games markets at home and abroad; 

  

	(2)	testing and evaluating new games; 

  

	(3)	recommending games on the basis of the evaluation. 

  

	14.	Marketing and Marketing Strategies 

  

	(1)	expanding the markets and the sales channels of the games; 

  

	(2)	planning and organizing advertising activities regarding the overall image of Party B and the website; 

  

	(3)	coordinating public relation activities. 

  

	15.	offering other advices relating to Party B’s company strategy and marketing. 








 Attachment II 
 Method of Compensation Computation and Payment 
 The Parties agree that compensations hereunder shall be computed
every quarter in the light of Party B’s business condition according to the Parties’ cost and expenses incurred, and on the basis of normal pricing principle between independent business enterprises. Such compensation shall be paid either
quarterly or annually.