CONTENT LICENSE AGREEMENT This Agreement for the licensing of contents (the “Agreement”) is made at New Delhi on the ------------------------------ day of ------------------------------ 2008
BETWEEN
REDIFF.COM INDIA LTD., a company duly Registered and Incorporated under the provisions of Companies Law in India having its Registered Office at 1st Floor, Mahalaxmi Engineering Estate L.J Road no.1, Mahim (West) Mumbai 400016 (hereinafter referred to as “LICENSOR”, which expression shall, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include its administrators, executors, successors and permitted assigns) acting through its authorized signatory --------------------------- duly authorized vide --------------------------------- dated ----------------------------------- of the First Part AND BUONGIORNO (HONG KONG) LIMITED INDIA BRANCH OFFICE, a Branch office of Buongiorno (Hong Kong) Limited a Company incorporated under the laws of Hong Kong having its registered office at 1001, Admiralty Centre Tower I, 18 Harcourt Road, Hong Kong, & having its Principal Office at 7, Barakhamba Road, New Delhi-110001, India (hereinafter referred to as the “B!”, which expression shall, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include its administrators, executors, successors and permitted assigns) acting through its authorized signatory, Mr. Milind Pathak, duly authorized vide Power of Authority executed on 24.11.2006, of the other Part. (In this Agreement, wherever the context so requires, LICENSOR and B! shall be individually referred to as a “PARTY” and collectively, as the “PARTIES”) WHEREAS the Licensor operates and maintains the internet portal on the World Wide Web known as “Rediff.com” located at the following URL: http://www.rediff.com hereinafter referred
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
1
to as the “Rediff WebSite” and have many registered users to whom Rediff.com offer various services. AND WHEREAS B! is engaged in the business of developing and providing of content including text, voice and wireless application protocol based content for handheld wireless devices to the subscribers of various telecommunication service providers. B! owns and maintains a platform “___________” for providing content services to the Subscribers of Tata Teleservices Limited (“TTSL”) a telecom operator providing telecommunication services in India. AND FURTHER WHEREAS B! is desirous of availing of Content and related services in respect of its aforesaid arrangement with TTSL and Licensor has agreed to aggregate, compile and provide the Content through Licensor’s server to B! on terms and conditions mentioned herein; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS In this Agreement, the following words and expressions shall have the meaning set out below: “Content”, means and includes the Licensor’s text contents, unrestrictedly owned and belonging to Licensor compiled by the Licensor, with the quality level agreed to by the Parties and or as listed in Schedule 1; “Digital Product(s)”, means the digital product(s) as listed in Schedule 2, that B! can format, modify, adapt, create with the Content to be distributed by B!; “Collateral Materials”, means the material for the marketing and promotion of the Content and the Digital Products belonging to B!; “Digital Products Distributors”, means the digital products distributors listed in Schedule 1 and further added by B! from time to time; “Subscribers” means the users of services of the Operator’s wireless cellular communications network. “End User", means any third party / subscriber who orders, purchases and/or uses any Digital Product(s) directly or indirectly provided by B! on Business to Business Model (B2B); “B2B” means the business model in which B! distributes Digital Products to and through mobile telecommunications operators or media company. “Operator” means TTSL that provides cellular communications services to the subscribers under applicable Licenses. “Platform” means ___________ platform being B!’s property comprising of both hardware equipment and software components, operated and maintained by B! for the Operator. “Service(s)” means the Content provided in the form of service(s) by the Licensor to B! through the interaction of Licensor’s servers and the B!’s Platform. “Confidential Information” of a Party shall mean any and all material and/or information of a Party or any of its Affiliates (the “Disclosing Party”) which has or will come into the possession or knowledge of the other Party (the “Receiving Party”) in connection with or as a result of entering into this Agreement, including information concerning the Disclosing Party’s past, present or future customers, suppliers,
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
2
technology, or business. For the purposes of this definition, “information” and “material” includes know how, data, patents, copyrights, trade secrets, processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium. Confidential Information includes any information that is either designated as confidential or that under the circumstances surrounding the disclosure ought to in good faith be treated as confidential. “Media Partnership” means the arrangement of B! in which Digital Products are promoted by the third party. "Promotion Channels” means the web, wap, mobile portals, handsets manufacturer portals, booklets, Media Partner’s media and any other radio and TV (IP, satellite and terrestrial inclusive), video and “off-line” media;" “Net Revenues” means all the amounts received by B! for Content use and Digital Products distribution, sale or download, after deduction of applicable taxes, Digital Products Distributors’ and Media Partners’ revenue shares, billing and delivery costs by mobile network carriers and operators and, if applicable, royalties / commission payment to collecting agencies. “Notice” as defined in clause 13.4. “Term” shall mean the period for which this Agreement shall be in force and / or its prior determination, as specified in Schedule 1. “Territory” shall mean the area within which the Contents, Digital Products can be distributed by B!, as specified in Schedule 1. GRANT OF LICENCE / SCOPE OF THE AGREEMENT Licensor hereby grants license on non-exclusive basis to B!, within the Territory and during the Term to: (i) download, store, make copy of, use, sell at its sole discretion the Contents provided by Licensor, the Content with/or any PC/server under the control of B! and/or its agents and/or their outsourcers for the creation of Digital Products; exploit, sell and distribute Digital Products via B2B arrangements promote and advertise Content and Digital Products in all media and create Collateral Materials; synchronize the Content with video and audio as required and perform any activity deemed necessary to realize the Collateral Material; and use and reproduce Licensor’s trademarks – if any - and performers/artist/actor’s names related to Content in connection with any marketing or promotional information or activity.
2. 2.1
(ii) (iii)
(iv)
(v)
2.2 2.3
Licensor shall provide the Content for B! on B! Platform or placed on URL of B!. Any right granted to B! under this Agreement shall include B!’s rights to use and distribute the Content / Digital Products to suppliers and subcontractors.
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
3
2.4
B! is not and shall not be held liable, under this Agreement or under any other arrangement, for any omission or infringements made by Digital Products Distributors and/or by Media Partners. PARTIES OBLIGATIONS Licensor shall: (i) grant and ensure that Content shall not contain any viruses or any defect that may damage or impair the property including hardware and software of B!. Ensure correct operation of the Licensor’s servers and accurate and appropriate interaction of the Licensor’s servers with the B!’s Platform; grant reasonable support to B! in order to adapt, modify, create the Content and distribute Digital Products; make all payments required to any authors, composers, musicians, performer, artists of the Content and to any company or person entitled to receive any consideration for Digital Products distribution under the present Agreement; and provide, when applicable and upon B!’s request, evidence of the freedom, identity and of the legal age of the performers of the Content (for example but not limited to; copy of performer’s ID and release records, custodian certification) and grant also any assistance needed to demonstrate that the Content has not been created by employing any illegal means including but not limited to exploiting prostitution, paedophilia, slavery or persons less than the legal age. keep B! indemnified and harmless from in all the acts of omission / commission for the use of the Contents by B! that may be initiated / proceeded with against B!. provide the Content under this Agreement to enable B! to provide the Content to the subscribers of the Operator. Daily MIS (Management Information System) report for the Content shall be provided by Licensor to B!. In the event that errors or inaccuracies in the operation of the Services are discovered or a notice of such event is received from B!, Licensor shall take all necessary steps to eliminate such errors or inaccuracies within 24 hours of receipt of such notice.
3. A.
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
B.
B! shall: (i) avail of the Content from Licensor solely for the Operator during the term of this Agreement. accept and pay for the Services as mentioned under this Agreement after the Content / digital product has been successfully downloaded by the End User and payment made by the Operator. ensure correct operation of B!’s Platform and accurate and appropriate interaction of B!’s Platform with Licensor’s servers and the Operator’s equipment.
(ii)
(iii)
4. 4.1
INTELLECTUAL PROPERTY RIGHTS Licensor hereby represents and warrants that the Licensor owns and retains all right, title and interest in Content, as well as any copyrights or exploitation rights,
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
4
trademark rights, trade secret rights, patents rights and all other intellectual property rights. 4.2 Licensor hereby warrants that it is the owner / author of, or has obtained and currently holds, valid and requisite rights / License under applicable laws, including rights in any third party intellectual property, to grant on license the Content to B! pursuant to this Agreement specifically as required under the Copyrights Acts; Licensor shall indemnify B! or Digital Products Distributors without limitation of any kind and including legal expense from any and all losses and liabilities concerning the infringement of third party intellectual property rights. B! will take all reasonable efforts to report to Licensor any apparent intellectual property right infringement relating to the Content that reasonably comes to the attention of B!'. B! shall grant the reasonable support, at the Licensor’s sole cost and expense, to assist and defend the Licensor. REPRESENTATIONS AND WARRANTIES Licensor hereby represents and warrants to B! that Content supplied by the Licensor to B! is not produced, rendered licensed in violation of any laws of India or any other applicable laws and that the Content does not infringe or violate any third party’s copyright, trademark, patent or any other intellectual property right and any privacy right and does not violate any applicable law, Rules, Direction, Notification or Regulation. LICENSOR hereby warrants that all those whose performances are embodied in the Content were of the requisite legal age at the time of performance and that Licensor has retained release forms authorizing the use of said performances along with copies of recognized proof of age such as Passport and National Identity as may be required under applicable laws. LICENSOR also hereby represents and warrants that none of the Content is contrary to public order or good morals or likely violate any law, illegal under any Indian law(s) or any other applicable law and that no Content has been created or procured by employing any illegal means and further all those involved in creation of the same were not operating under legal disability and were conscious of their actions and free at the moment their performances were embodied in the Content. The Licensor specifically warrants and undertakes that the Content or services: a. b. is not Vulgar, obscene, pornographic or pedophiliac; is not offensive or promotes or legitimates racism or any other form of discrimination; is offering of gaming and betting unless Licensor receives a prior written consent from B! and Operator; provokes violence, provoking or encouraging illegal actions;
4.3
4.4
5. 5.1
5.2
5.3
c.
d. 5.4
Licensor warrants that it offers, and undertakes to use, inter alia, efficient and up-todate protection systems against third-party intrusions and computer viruses. Licensor undertakes to immediately bring to the attention of B! any claim, action, lawsuit or other proceedings brought against it relating to any part of the Service and/or Content supplied hereunder. B! represents and warrants that:
5.5
5.6
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
5
a.
B! agree upon the terms of further cooperation with Licensor, should it be necessary to increase or reduce the volume of Content to be supplied as part of the provision of the services by the Operator to the End User; B! will fulfill the obligations related to the payment for the Licensor’s Services in a timely manner and in accordance with the conditions of this Agreement;
b.
c.
B! may, in it sole discretion, provide content by its own and/or through other content providers in which case Licensor shall not be entitled to receive any revenue. B! shall use reasonable endeavors to keep the B! Platform available for the provision of the Services. B! is entitled to suspend the Platform or a part thereof in case it is necessary for the repair, improvement, and/or upgrade of the B! Platform by providing at least 2 working days prior notice in writing. Further, B! may change the technical features and/or otherwise adjust the B! Platform at any time in order to comply and keep pace with the latest demands, requirements and technological developments, at its own discretion.
d.
6.
6.1
6.2
6.3
PAYMENT & CONSIDERATION. In consideration for the grant of license to use the Content and distribute Digital Products, B! shall pay LICENSOR, a Consideration as set forth in the Schedule 2, calculated as a percentage of the Net Revenues received by B! from Content and Digital Products distribution and sale. B! shall submit to LICENSOR a quarterly report after reconciliation with the operator, within thirty (30) days after the end of the each quarter, containing the total number of downloads and Net Revenue, or other form of distribution or sale of Digital Products and Net Revenue for it. These figures are treated as final for invoicing by licensor to B! Pursuant to receipt of quarterly report, LICENSOR shall raise invoices to B! for the Revenue Share under this Agreement. The invoices shall be raised on a quarterly basis. Payment would be made in respect of the invoiced amount within fifteen (15) days of the receipt of the corresponding payment from the Mobile Network Operator and / or Media partner. If any invoice amount is disputed by the B!, the B! shall notify LICENSOR in writing within 30 days of receipt of such invoice stating clearly therein the reasons for the dispute. The Parties shall take all best efforts in order to amicably resolve such disputes relating to the invoice amounts. In the absence any communication of such dispute within thirty (30) days of receipt of invoice, the invoice amount shall be deemed approved and payable to the LICENSOR. The Parties agree that the above-mentioned Revenue Sharing arrangement is applicable only to the Services specifically provided under this Agreement. Revenue sharing arrangement for any other service(s) which is / are outside the scope of services mentioned in this Agreement, will be mutually agreed betw een the Parties at that point of time In the event that B! is directly or indirectly required to pay to the Digital Product Distributor/Media Partner, due to technical or other reasons beyond the control of B!, any of the amounts generated as revenue and shared with the Network Operator and / or Media Partner, B! shall have the right to make consequent deductions on future amounts payable to the LICENSOR in the same proportion in which the said revenues were shared under Schedule 2 In the event that no amounts are payable by B! to the LICENSOR, B! shall raise an invoice for such amounts which shall be paid
6.4
6.5
6.6
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
6
by the LICENSOR within a period of thirty (30) days from the date of receipt of the invoice from B!. 7. 7.1 TAXES B! shall be entitled to withhold or deduct all applicable taxes and governmental charges on payments to be made pursuant to this Agreement, from the payments due to LICENSOR hereunder. It shall be the sole responsibility of the Licensor for payment of all taxes, levies, charges, fiscal contributions and other charges including but not limited to personal income taxes and corporate taxes that are from time to time imposed upon the Licensor or it’s employees/Directors etc.by the competent authority in India or elsewhere in respect of the sum received or receivable by reason of this Agreement. Furthermore, B! shall not be liable to pay for any value added taxes, service taxes or similar taxes howsoever levied in India or elsewhere in respect of the obligations arising under this Agreement in accordance with the applicable Law/Statutes etc.
7.2
7.3
8. 8.1
TERM AND TERMINATION Term and Termination on breach This Agreement is effective as of the Date of signing of this Agreement and shall remain in effect for one (1) year from the Effective Date unless terminated by any Party within the provisions of this Agreement. The Initial Term may be extended for additional periods of 12 months each by a notice in writing to this effect, signed by an authorised representative of each Party. Either Party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement if the other Party (Defaulting Party) is in material or persistent breach of any of its obligations under this Agreement and has failed (in the case of a remediable breach) to remedy that breach within thirty (30) days of receipt of a Notice, from the other Party (Innocent Party) requiring it to remedy that breach.
8.2 a.
Express termination clause Either Party may terminate this Agreement with immediate effect by Notice, declaring that it intends to exercise the present express termination clause, upon the happening of any of the following events: (i) bankruptcy, winding –up, liquidation, temporary receivership or end of business of the other Party; the other Party assigns the present Agreement, in whole or in part, and/or any of the rights and obligations originated by the same, without the prior written consent of the other Party; where a Party is prevented from performing its obligations in respect of this Agreement because of an event of Force Majeure which has persisted for at least thirty (30) days;
(ii)
(iii)
b.
Notwithstanding any thing above, B! shall have right to terminate this Agreement with immediate effect by Notice, declaring that it intends to terminate this Agreement, upon the happening of LICENSOR’s breach of article 4 and/or 5 of the present Agreement. This Agreement may be terminated by either Party, as specified in Schedule 2 of this Agreement, by serving 60 (sixty) days advance written termination notice prior to the
c.
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
7
expiry of each subsequent additional period of 12 (twelve) months / initial 24 (twentyfour) months. 8.3 Effect of Termination 8.3.1 Termination of this Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law. The respective obligations of the Parties under this Agreement, which by their nature would continue beyond the termination, cancellation and expiration of this Agreement, including but not limited to; assignment of rights, obligation of payment for the assignment, obligation to co-operate, guarantees, will survive the termination, cancellation or expiration of the present Agreement. Pursuant to the termination of the Agreement, B! shall have all rights, title and interest in Content, as well as any copyrights or exploitation rights, trademark rights, trade secret rights, patents rights and all other intellectual property rights vis-à-vis the Content received by B! during the Term.
8.3.2
8.3.3
8.4
Notwithstanding anything contained in this Agreement, B! shall have the right to terminate this Agreement at any point of time without giving any reason thereof, by giving thirty (30) days written notice to the LICENSOR.
9. 9.1
APPLICABLE LAW AND EXCLUSIVE JURISDICTION This Agreement shall be governed by and construed and interpreted in accordance with the laws of India. Any dispute arising out of or in connection with the present Agreement shall be exclusively settled by the courts at New Delhi. CONFIDENTIALITY Each Party shall hold and keep secret and confidential all Confidential Information disclosed to it as a result of the relationship of the Parties under this Agreement and shall not use or disclose such Confidential Information save for the purposes of proper performance of this Agreement or with the prior written consent of the other Party. Notwithstanding anything contained in the sub-clause 10.1 above, each Party shall be entitled to disclose Confidential Information to a third party to the extent required by any Court of competent jurisdiction or by a Governmental or Regulatory Authority or by the rules of any recognized Stock Exchange Market or, where there is a legal obligation, duty or requirement to disclose, provided that (where reasonably practicable and without breaching any legal or regulatory requirement) the disclosing Party gives not less than two (2) business days ( i.e. working days from Monday to Friday, excluding Italian bank holidays) prior written notice to the other Party of the proposed disclosure. Each Party shall establish and maintain all security measures and procedures to provide for the safe keeping of the Confidential Information of the other Party and to prevent any unauthorized disclosure of them. All Confidential Information shall be handled on a need to know basis i.e. Confidential Information will be disclosed only to those within the organization/company who need the information to discharge their duty and whose possession of such Confidential
9.2
10. 10.1
10.2
10.3
10.4
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
8
Information will not give rise to misuse of the Confidential Information. 10.5 Each Party shall cause its directors, officers, employees, agents, or advisors to abide by the obligation of confidentiality. This Clause shall survive for two years after the termination (for whatever reason) of the Agreement with relation to Confidential Information. NON EXCLUSIVITY During the Term and following the termination of this Agreement B! is and shall be free to provide its services and contents to any other person/entity, including those established or operating in the Territory. Nothing contained in this Agreement shall prevent B! from executing similar agreements with any third parties. INDEMNITY, LIMITATION OF B!’s LIABILITY, INSURANCE LICENSOR will at all times defend, indemnify and hold harmless B!, Digital Products Distributors and Media Partners and their relevant directors, shareholders, employees, successors and assigns from and against any and all third party claims, damages, liability, cost or expense, including reasonable legal fees and expenses, arising out of or related to a breach of any warranty, representation, covenant under this Agreement. LICENSOR undertakes to hold B!, Digital Products Distributors and Media Partners harmless with respect to any actions likely to be brought by any author, owner, performer, producer, dealer or, as the case may be, by any other beneficiary of the rights over the Contents provided by LICENSOR. Except for any liability which cannot by law be excluded or limited, B! shall not be liable to LICENSOR or any other third party claiming through LICENSOR for indirect, incidental, special or consequential damages, royalty, including without limitation, damages for loss of profits, business interruption, loss of goodwill or unauthorized access to information incurred by the other party arising out of, or relating to the use of the services and, whether framed as a breach of warranty, in tort, contract, or otherwise. B!’s liability in contract, tort or otherwise (including negligence) howsoever arising out of or in connection with this agreement shall not exceed, in total, regardless of the number of claims, in respect of all matters, an amount equal to last/previous month’s revenue. LICENSOR shall, considering its obligations under this Agreement, maintain during the Term and for a period of not less than 24 (twenty-four) months thereafter adequate first and third party insurance covering against any potential losses arising out of this Agreement, without limitation, products and contractual liability coverage, which includes as additional insured B!, Digital Products Distributors / Media Partners, and their respective officers, directors, employees, representatives and agents. MISCELLANEOUS Assignment.
10.6
11. 11.1
11.2
12. 12.1
12.2
12.3
12.4
12.5
13. 13.1
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
9
Neither Party may assign its rights and obligations under this Agreement without the other Party's prior written consent, which is not to be unreasonably withheld or delayed. However B! shall have the right to assign its rights and obligations under this agreement either in whole or in part to its affiliates, sister concerns, group Companies for which due intimation shall be given by B! to the LICENSOR. 13.2 Independent Contractors. Nothing contained in this Agreement shall be construed to create a joint venture, partnership or other associative entity between the Parties. Neither Party shall be deemed to be an employee, agent, partner of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other by virtue of entering into this Agreement. 13.3 Modifications and Amendments. This Agreement may not be modified or otherwise amended except pursuant to an instrument in writing executed and delivered by both the Parties. 13.4 Notice. Any notice or communication in connection with this Agreement will be in writing and may be delivered by hand, first class or air mail pre-paid post or facsimile including email addressed to the recipient and marked to the attention of the person designated below, at its registered office or its address or facsimile number as the case may be stated herein. The addresses and facsimile numbers for the parties are as follows: If to Licensor: Attention: [Licensor to Insert Details] Rediff.com India Ltd., 1st Floor, Mahalaxmi Engineering Estate L.J Road no.1, Mahim (West) Mumbai 400016 If to B!: Attention: [B! to Insert Details] Buongiorno Hong Kong Ltd. India Branch Office 7, Barakhamba Road, New Delhi-110001 13.5 Severability. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the Parties hereto and has like economic effect. 13.6 Waiver. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. 13.7 Force Majeure
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
10
Neither Party shall be held liable for any delay or failure in performance of this Agreement on account of any event beyond the reasonable control of the Party such as acts of God, acts of civil or military authority, government regulation, embargoes, epidemics, wars, terrorists acts, riots, insurrections, fire, explosions, earth-quakes, or nuclear accidents (“Event of Force Majeure”). 14 Dispute Resolution. (a) In the event of any dispute arising out of or in connection with, the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement shall be treated as having failed on the service by a Party hereto of a written notice to the effect, only after reasonable attempts have been made by both Parties in good faith, lasting for not less than fifteen (15) days, In case of such failure, upon the expiry of 7 days from the receipt of the notice referred to in sub clause (a), the dispute shall be referred to a sole arbitrator, to be appointed by mutual agreement between the Parties. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and shall be held in New Delhi.
(b)
15.
AGREEMENT DOCUMENTS
This Agreement consists of this agreement document and the Schedules attached to it.
Schedule 1: Schedule 2: LICENSOR NAME AND AGREEMENT DETAILS; DIGITAL PRODUCTS AND CONSIDERATION
IN WITNESS WHEREOF, the duly authorized representatives of both the Parties hereto have executed this Agreement as on this ___ day of _______ 2008
B! Date: Place: By: LICENSOR Date: Place: By:
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
11
SCHEDULE 1 - LICENSOR NAME AND AGREEMENT DETAILS
LICENSOR NAME ADDRESS TAX AND VAT ID CODES REGISTERED NUMBER COUNTRY OF INCORPORATION LICENSOR’S CONTACT PERSON
CONTENT TERRITORY
B! CONTACT PERSON LICENCE EXCLUSIVITY EXCLUSIVITY/ NON EXCLUSIVITY
DIGITAL DISTRIBUTORS
PRODUCTS
Wireless Telecommunications Operators on any telephony network, Handset manufacturer and any other third party that distributes Digital Products to End Users, also by means of embedding them together with the Handset or its relevant MMCA This Agreement shall commence on (SPECIFY A DATE ) – and shall continue for a period of 24 (twenty-four) months for the Territory or its part. The Agreement shall continue automatically after the Term for subsequent additional periods of 12 (twelve) months each unless terminated by either party by giving 60 (sixty) days advance written termination notice prior to the expiry of each subsequent additional period of 12 (twelve) months/ initial 24 (twenty-four) months. In the event B! and enters into an agreement with a new Digital Products Distributors for the provision of Digital Products within one of the Territories during the Term of this Agreement, it is understood and agreed between B! and LICENSOR that with respect to such Territory the duration of this Agreement shall be deemed to have the term pursuant to the above clause.
TERM AND RENEWAL
CURRENCY
INR
REFERENCE N. TO QUOTE ON INVOICE
BILLING DETAILS (if different)
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
12
SCHEDULE 2 - DIGITAL PRODUCTS and CONSIDERATION
AUDIO PRODUCTS (Including but not limited to Truetones, Ringbacktones, Full tracks) 1. Technical specifications/Usage Rules
2.
Royalties Monophonic ringtones Polyphonic ringtones True tones MP3 tones Ring back tones Full Tracks: Music Sampling:
Royalties
VIDEO PRODUCTS (including but not limited to download/streaming/IVVR/ MMS Video, video ringtones) 1. Technical specifications/Usage Rules
2.
Royalties
Royalties
GRAPHIC PRODUCTS (including but not limited to wallpapers, themes animations) 1. 2. Technical specifications/Usage Rules Royalties
Royalties
GAMES AND APPLICATIONS 1. 2. Technical specifications/Usage Rules Royalties
Royalties
SMS AND SMS RELATED PRODUCT (including but not limited to Tips)
Royalties- NIL
CONSIDERATION: 1. Royalties: NIL. As defined in SCHEDULE 2- Digital Products and Consideration
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
13
2. Revenue share percentage: B! will share the following revenue share with LICENSOR; 25% of net to B!. Sample Calculations, as defined in “Sample Revenue share calculations (per download)” 3. Sample Revenue share calculations (per download): B! will share with Licensor the following Revenue share (for all/any content/s mentioned in SCHEDULE 2- Digital Products and Consideration) defined in the calculations All calculations in INR EUP A Tax B Net of tax A-B=C Operator share and/or D. (where Media Partner D=X% of C) E. (where E= Net to B! C-D) Net to Licensor @ Y% F. (where F= of net to B! _Y% of E) Sample calculations In figures All calculations in INR EUP 5 Tax 0.7 Net of tax 4.3 Operator share and/or Media Partner 2.58 Net of operator share 1.72 Net to Licensor 0.43
D:\Docstoc\Working\pdf\1e57de68-1c87-4e84-91b6-ceb801943eff.doc
14