Newsletter Program Cooperation Agreement

Party A: _________

Party B: _________

In order to develop mobile phone newsletter value-added services and related services, both parties have reached the following agreements on business cooperation matters based on the principle of "friendly cooperation, mutual benefit and win-win":

First general rule

1. Cooperation content: Party A and Party B jointly opened a newsletter service project, and the cooperation project is "_________". The two sides cooperate sincerely, support each other and develop together.

2. Cooperation area: _________ province. If the scope of cooperation is expanded, Party B must be informed in advance to facilitate Party B's coordination of regional cooperation resources.

3. Party A and Party B work together to provide mobile subscribers with a newsletter program service and share the resulting revenue.

4. As a business operator, Party A promotes more users to use the newsletter program based on market development and operation, promotion and communication with users.

5. Party A is responsible for cooperating with mobile operators to negotiate and promote business and customer service, marketing planning and execution, and both parties shall promote the promotion expenses; Party B shall be responsible for providing program software products and program system maintenance.

6. About product copyright: The intellectual property rights of the newsletter program are owned by Party B. Party A shall not reverse engineer, reverse compile and disassemble the "Program" without the formal written consent of Party B; no modification of the "Program" shall be made.

7. About the income distribution billing standard: The billing standard on which the income distribution of the two parties is based is based on the bill of the project provided by the mobile operator, and both parties have the right to request reconciliation.

8. About registered users: The registered user data is owned by both parties.

9. Duration of cooperation: _________ years _________ months ______ days to _________ years _________ months _________ days. The period of cooperation is _________ years, and the relationship between the parties and this Agreement will be automatically revoked after the expiration. After the expiration of this Agreement, both parties may renew and continue to cooperate.

Article 2 Rights and Obligations

Party A's rights and obligations

1. Party A provides mobile sp qualification and business charge collection resources, and is responsible for the testing and opening of new services.

2. Cooperate with Party B to share the cooperative income of the short message program service project. And timely transfer the proceeds from Party B's negotiation to the Party B's account on a monthly or full basis.

3. Party A must pay attention to ensuring the image and integrity of Party B and the program, and shall not use the affiliated content of the program and program to engage in activities unrelated to this contract.

4. Party A provides a business billing statistics report for users of Party B's newsletter program in mobile operator service billing.

5. Party A has the right to select, demonstrate, and research the newsletter program submitted by Party B, and finally determine the products that can be cooperated for release and operation. However, after the signing of the agreement, this cooperation shall not be terminated in the name of “need to re-argument and research”.

Party B's rights and obligations

1. Party B has the intellectual property rights of the newsletter program.

2. Party B must guarantee the legality of the content of the newsletter program. Responsible for the development of the news program, including not limited to intellectual property rights, content nature.

3. Party B must handle the work related to upgrading and upgrading of each project in accordance with the market development needs of the newsletter program service.

4. Party B is responsible for the routine maintenance of the short message program service system of the cooperation project to ensure stable operation. If the system fails, Party A must report it within 4 hours after telling Party B.

5. Party B is obliged to cooperate with Party A to provide Party A with information on the introduction of the program, market planning and publicity.

6. Party B is responsible for providing the newsletter program service system for the cooperation project, and is responsible for system installation, commissioning, maintenance, and program update.

7. Party B guarantees the accuracy and timeliness of the information. Party B shall be solely responsible for any disputes or losses arising from the wrong information of Party B.

Article 3 Price and Income Distribution

1. Income distribution: Party A shall pay Party B 40% of its net income as a content usage fee.

2. Net income: The net income refers to the total amount of information service fees paid by the user on the mobile phone or the website to download and use the content provided by the two parties. After deducting the communication fee of the newsletter service that Party A should pay to the mobile operator, the deduction of Party A shall be directed to China Mobile and Collection fees paid by its subsidiaries and China Unicom and its subsidiaries. Both parties are required to pay their own taxes on the operating income generated by their own parties under this Agreement. The net income billing for the two parties is based on the statement between Party A and the mobile operator.

3. Settlement time: Settlement by month.

Party A shall pay Party B 40% of the total net fee received from the mobile operator in the previous natural month before the 30th of each month.

Before each payment of the net income of Party B to Party B, Party A shall provide Party B with a calculation explanation of the net income, so that Party B can confirm the amount of net income each time. If there is a dispute between the parties, the net income is calculated based on the net income actually paid by the mobile operator to Party A. If the billing error of A and B exceeds 5%, the two parties will negotiate specifically.

After confirmation by both parties, the net income of Party B shall be remitted to the designated account of Party B. Party B's bank account information is as follows: account opening name: _________; bank account: _________; Party B account: _________.

4. Party B shall, within one week after receiving any net income share paid by Party A, issue a commercial invoice to Party A according to the payment of Party A received.

5. In special circumstances, both parties must negotiate on the principle of mutual friendship and mutual assistance.

Article 4 Business Operation and Customer Service

1. Marketing includes the following aspects:

Internet promotion: Both parties can conduct business promotion through various legal online promotion methods;

Media promotion: including newspaper advertisements, brochures, poster posts, small gifts, etc.

Other promotion: including cooperation with mobile operators, promotion with relevant businesses, door-to-door visits, participation in exhibitions, customer service meetings, etc.;

2. Both Party A and Party B shall establish a fast and joint business communication system, which includes:

Establish a technical consulting business, conduct real-time consultation, and provide consulting services for the other party and end users.

Regularly organize relevant materials and provide them to each other.

Timely feedback and exchange of information, including business contacts with mobile operators, customer service, etc.

3. customer service

Both parties should work closely together and work together to provide users with newsletter services.

Party A shall ensure that the user is fully aware of the price, content and manner of providing the services before accepting the services provided by them.

In addition to the mobile operator's 1860 and 1001 customer service, Party A can arrange a special person to handle the user's consultation, fee inquiry, complaint and complaint about the service or content provided by the user, and provide customer service calls.

If the specific business operation involves Party B's products, Party B must assume responsibility and cooperate with Party A's Customer Service Department to provide solutions for users.

Article 5 Business Confidentiality Clause

1. Trade secrets: Any technical information and business information that is open or undisclosed by any party, including but not limited to: product plans, sales plans, incentive policies, customer information, financial information, etc., as well as non-patented technologies, designs, programs, and technologies. Data, production methods, information sources, etc., constitute the trade secret of the party.

2. Confidentiality: The parties have a duty of confidentiality with respect to any trade secrets of the other party known under this Agreement. No party may disclose the other party's trade secrets to third parties at any time, and may not disclose to any third party without the written permission of the other party. Give way. Any party who violates the provisions of this Article shall fully compensate the other party for all direct and indirect losses suffered as a result.

3. After the termination of this Agreement, the parties still have the obligation to maintain confidentiality under this Article.

Article 6 Liability for breach of contract

1. If one party fails to perform its obligations under this Agreement or seriously violates the agreement, causing the business to be unable to operate or fail to meet the business objectives stipulated in the agreement, it shall be deemed that the defaulting party terminates the agreement unilaterally, and the other party has the right to claim compensation from the party that breached the contract, and The right to terminate the agreement by legal procedure in accordance with the provisions of the agreement. If the parties agree to continue cooperation, the defaulting party shall still compensate the non-defaulting party for economic losses.

2. If one party's fault causes the agreement and its subsidiary files to be unfulfilled or cannot be fully performed, the faulty party shall be liable; if it is the fault of both parties, the two parties shall bear their respective responsibilities according to the actual situation.

3. Party A guarantees the normal operation of the technical equipment provided, and if Party A is completely responsible for the related losses caused by Party A's technical equipment, Party A shall bear relevant responsibilities.

4. If the technical failure occurs due to force majeure, which may affect the inability to perform or perform the delay of the service, and the delay caused by the mobile operator's gateway, the unsuccessful transmission, etc., resulting in any loss caused by the consumer's understanding of the error, both parties are not burdened responsibility.

5. Force majeure: During the period of cooperation, due to earthquakes, typhoons, floods, fires, wars or other force majeure accidents that cannot be foreseen and cannot be prevented and avoided due to their occurrence and consequences, the performance of the agreement is directly affected or cannot be performed in accordance with the agreed conditions. The party that encounters the above-mentioned force majeure accident shall immediately inform the other party of the accident situation telegram, and shall provide the details of the accident within 15 days and the valid proof file of the reasons why the agreement cannot be performed, or part of the performance cannot be performed, or the reason for the extension is required. According to the degree of influence of the accident on the performance of the agreement, the two parties shall decide whether to terminate the agreement, or partially exempt the performance agreement, or postpone the performance agreement.

6. In violation of the provisions of this Agreement, the defaulting party shall be liable for breach of contract in accordance with the relevant provisions of the Contract Law of the People's Republic of China.

Article 7 Dispute Resolution

1. All disputes arising from the execution contract or related to the contract shall be settled through friendly negotiation. If the negotiation fails, it shall be submitted to the _________ Municipal Arbitration Commission for arbitration in accordance with the relevant provisions of the Arbitration Law of the People's Republic of China.

2. When one party fails to perform an arbitral award, the other party has the right to apply to the people's court where the dispute occurred and request the people's court to enforce it.

3. Unless otherwise stipulated in the judgment, the arbitration fee shall be borne by the losing party.

4. During the arbitration process, both parties will continue to perform the contractual terms other than the arbitration part.

5. The parts not covered by this contract are implemented in accordance with the relevant provisions of the Contract Law of the People's Republic of China and other relevant laws and regulations.

Article 8 Entry into force, termination and other provisions of the Agreement

1. This Agreement shall come into effect on the date of signature and cover of the authorized representatives of both parties. If a party requests suspension of the agreement within the validity period, the written notice of termination of this Agreement shall be filed with the other party two months in advance. If the other party agrees to terminate the agreement, the agreement shall be automatically revoked two months after the other party signs the written notice.

2. The subsidiary file of the agreement, agreed in writing by both parties, is an integral part of this Agreement and has the same legal effect as the body of the agreement. A written file is required for any changes.

3. If Party B has a new project for the newsletter program that is similar to the cooperation model of the project, it shall be executed in accordance with the commercial terms of this Agreement after the approval of the consent of both parties, and the written confirmation of the supplementary agreement.

4. Neither party may assign this Agreement in whole or in part without the written consent of the other party; however, the parties merge, integrate, sell all or substantially all of the assets, and other transactions that result in more than 50% of the voting rights of either party. This is not the case for the transfer of this contract.

5. This Agreement and its accompanying files are in Chinese, and all original copies are equally legally binding.

6. Any amendments and additions to the contents of this Agreement shall be in writing and signed by an authorized representative of both parties to become an integral part of the Agreement.

7. Upon expiration of this Agreement, if the parties cease to cooperate on the project, either party shall complete the transfer of the business information with the other party within three months from the expiration of the agreement, and complete the financial including but not limited to fund clearing and current invoices. The procedures for the transfer of information. In the process of handling the handover, both parties must ensure that the system and services are functioning properly.

8. Matters not covered in this Agreement shall be settled by friendly negotiation between Party A and Party B.

person A person B:_________

Representative: _________ Representative: _________

_________Year ____________________________________________