DOMAIN NAMES TRANSFER AGREEMENT
Party A: YYY Online Network Technology (………..) Co.,
Ltd.
Address:
Legal Representative:
Contact Persons:
Telephone:
Party B: …………………….. Co., Ltd.
Address:
Legal Representative:
Contact Persons:
Telephone:
WHEREAS:
1. Party A is
a wholly foreign owned enterprise established in accordance with the laws of
People’s Republic of .............;
2. Party B legally
owns a series of domain name of the websites of www..............123.com,
www..............123.net, www..............222.com, www..............222.net
(collectively referred to as “.............123-Home of Web Addresses”) and the
operation and management rights of “.............123-Home of Web Addresses”;
NOW THEREFORE, through friendly consultation and
agreement of both Party A and Party B, the parties hereby enter into this
Domain Names Transfer Agreement:
1. Party B
agrees to transfer “.............123-Home of Web Addresses” to Party A or its
designated third party, the subject of the transfer includes: (1) the ownership
right of the domain name of the websites of www..............123.com,
www..............123.net, www..............222.com, www..............222.net
(hereinafter referred to as “Series Domain Names”); (2) the database and all
original procedural codes of “.............123-Home of Web Addresses”
corresponding to the Series Domain Names; (3) all trademarks and copyrights (if
any) relating to “.............123-Home of Web Addresses” and Series Domain
Names; (4) all promotional cooperative agreements that Party B entered or
executed in the name of “.............123-Home of Web Addresses” ;
2. Party A or
its designated third party agrees to accept the transfer of
“.............123-Home of Web Addresses” and agrees to pay a total of
............. 10 million in cash as the transfer fee (after tax). Party A or
its designated third party is responsible to withhold and pay in lieu the taxes
relating to this transfer fee. The specific manner of handover shall be: both
parties execute the Websites Transfer Agreement, Party B transfers to Party A
or its designated third party the right of change of
Series Domain Names (that is the login user name and password in WHOIS of the
American domain name registration organization and the registration message
Exhibit 10.5
English Translation
of the Chinese
domain name registration business Hi............. (www.net.cn)
and the user name and password of DNS service) and the database and all
original procedural code of “.............123-Home of Web Addresses”.
The transfer date of “.............123-Home of Web Addresses” is the date of
handover. After the Series Domain Names are changed to Party A or its designated third party, Party A or its designated third
party shall pay a total of ............. 10 million to Party B’s designated
account within 24 hours. The date when Party A or its
designated third party pays shall be the completion date of the transfer of
“.............123- Home of Web Addresses”.
The payment amount and account designated by Party B
are as follows:
Bank of ............., .............
Province, …………..
3. After the
relevant websites transfer procedures of “.............123-Home of Web
Addressess” are completed, Party A agrees to cause a total of 40,000 ordinary
shares of YYY.com, Inc to be granted to Party B.
4. From the
transfer date of “.............123-Home of Web Addresses”, Party A or its designated
third party shall be responsible for the operation and management of
“.............123-Home of Web Addresses.” The proceeds arising out of this
shall vest in Party A or its designated third party. Within 12 months after the
completion date of the transfer of “.............123-Home of Web Addresses”,
Party B agrees to continue to assist Party A in
managing and maintenance work of “.............123-Home of Web Addresses”.
Party B agrees to use the QQ163 kind of websites it owns to cause new user to
set up “.............123-Home of Web Addresses” as the home page by way of
pop-up windows in order to continue to increase the number of visits to
“.............123-Home of Web Addresses”; if, within 12 months after the
completion of the transfer, the daily average of the number of visits of the
aforesaid websites is not lower than the daily average of the number of visit
of the month of the completion of the transfer, Party A agrees to pay to Party
B a lump sum of ............. 1 million in cash of transfer fee (after tax).
Exhibit 10.5
English Translation
5. All
promotional cooperation (see Appendix) entered or executed prior to the
transfer of “.............123-Home of Web Addresses” shall be fully disclosed
to Party A so that Party A or its designated third party can continue to
perform. All proceeds acquired out of this shall be vested in Party A or its
designated third party. For operational convenience, Party B shall assist to
replace the banking account information relating to the aforesaid promotional
business with the account number information of Party A or its designated third
party. Party B shall guarantee that none of any other agreement relating to
“.............123-Home of Web Addresses” is signed with any third party other
than the aforesaid agreements; otherwise, it shall constitute a fundamental
default.
6. Party A or
its designated third party shall not undertake any responsibility, obligation,
compensation or loss arises in relation to “.............123-Home of Web
Addresses” and Series Domain Names prior to the transfer date. Party B shall
fully compensate Party A or its designated third party any loss (if any) as a
result of the aforementioned. Party B shall solely undertake all debt disputes,
industrial and business tax, technology, intellectual property and other legal
disputes prior to the transfer date. If loss is caused to Party A or its
designated third party, Party B shall bear its loss.
7. Party B
agrees to continue to provide proactive assistance to Party A or its designated
third party in order to complete a smooth handover of the Series Domain Names
and management. Party B shall assist Party A or its designated third party to
administer all governmental approval, consent, permit, record changing
formalities in relation to the operation of “.............123-Home of Web
Addresses” after the transfer of “.............123-Home of Web Addresses”.
8. Party B
undertakes not to individually or cooperate with others to operate or to
operate in other manners of participation in websites same as or similar to
“.............123-Home of Web Addresses” within 24 months after the execution
of this Agreement and not to consult, work or serve other websites same as or
similar to “.............123-Home of Web Addresses”; otherwise, it shall
constitute a fundamental default.
9. Parties’
confidential agreement: without the written permission of the other party, any
party agrees not to disclose to any third party this transfer and any detail
information of this transfer.
10. If dispute
arises during the performance of this Agreement, it shall be resolved through
consultation. If consultation fails, both parties agree to submit such dispute
to Beijing City Arbitration Commission for arbitration in accordance with its
rules. The arbitration result shall be final and binding upon both parties.
11. This
Agreement has four originals; each party holds two originals. It shall be
effective from the day this Agreement is signed and sealed by both parties.
Exhibit 10.5
English Translation
12. The
validity, interpretation, and performance of this Agreement shall be governed
by the laws of the People’s Republic of ..............
Party A: YYY Online Network Technology (
Representative signature: /s/
Sealed:
Date:
Party B:
Signed by: /s/
Sealed:
Date:
Exhibit 10.5
English Translation
Appendix: All cooperative projects of
“.............123-Home of Web Addresses” currently in effect are as follows
(except YYY Search):
1. “.............123-Home
of Web Addresses”
2. “.............123-Home
of Web Addresses”
3. “.............123-Home
of Web Addresses”
4. “.............123-Home
of Web Addresses”
5. “.............123-Home
of Web Addresses”
6. “.............123-Home
of Web Addresses”