甲方：航空航天公司 地址： 电话： 传真： Party A:Aerospace Division Address: Tel: Fax: 乙方：北京广告有限责任公司 地址： 电话： 传真： Party B: Address: Tel: Fax: 第一条：委托内容： Article I: Service of commission: 项目名称 ：航空公司机载娱甲方： 航空航天公司
Party A: Aerospace Division
乙方： 北京 广告有限责任公司
Article I: Service of commission:
Name of project: Creative Design of Customized Interface of Airborne Entertainment System for Air
Project details: refer Attachment I
Article II: Work process of the project
Party A confirms Party B’s costs and the contents of service items and the parties make and enter into this agreement;
Party A should pay 80% of contract price hereunder to Party B, and Party B starts the project upon receiving down payment from Party A;
After Party A confirms the complete design of Party B, Party A shall pay the remaining 20% of contract price to Party B, and Party B shall deliver the design documentation to Party A.
Article III: Performance term of agreement, contract price and payment term
The total amount of this project price is: US$6752 dollars (capital letters: six thousand seven hundred and fifty-two US dollars)
Down payment: US$5400 dollars (capital letters: five thousand four hundred US dollars)
2. 尾 款：US＄1352元（大写：壹仟叁佰伍拾贰美元）
Final payment: US$1352 dollars (capital letters: one thousand three hundred and fifty-two US dollars)
Payment method: wire transfer
Contract period: two full months from May 10 to July 10, 2010. If the project should be postponed, then the parties hereto shall negotiate and determine a new work period based on the work contents.
Party A shall remit all payments to the following bank account of the Party B:
Article IV: Party A’s rights and obligations
Party A shall be required to provide in writing the “sectional planning of user interface” and “text contents” that has been confirmed by its agency company ;
Party A shall be required to confirm in written the creative idea that Party B has already provided to make it easier for the subsequent design work;
Party A hereto promises that the contents and materials provide to Party B by Party A will not infringe any third party's rights; and that Party A shall bear all liabilities should any third party’s rights be infringed. Party A shall bear own responsibilities should any third party be harmed due to Party A’s use of the subject matter of this agreement;
4. 甲方不能按时支付合同费用而导致的工期延误，其责任由甲方承担，乙方不承担违约责任；甲方每延迟一天支付合同费用，除应支付合同费用外，将以合同总额的3‰作为日滞纳金向乙方赔付；Party A shall bear all liabilities should project delay be resulted in Party A’s failure to pay the contract price on time, where Party B shall not bear any liability for such project delay; Party A shall, for each day of delayed payment of the contract costs, pay a daily overdue fine in an amount equivalent to 3‰ of the total contract price as the compensation to Party B in addition to the payable contract price;
Should any new creative work need to be provided during the working process due to the reasons of Party A’s agency company (Air), then Party A shall re-pay the new costs to Party B by the price of original offer;
Party A can modify the design documentation provided by Party B.
Article V: Party B's rights and obligations
Party B shall perform design and modifications according to the “sectional planning of user interface” and “text contents” provided by Party A’s agency company (Air ); should such contents change, Party A shall notify Party B in written within 2 business days;
Party B shall assist timely and actively Party A’s agency company (Air ) in the modification work so as to ensure successful progression of the project;
Party B hereto promises that the design provide to Party A will not infringe any third party's rights; and that Party B shall bear all liabilities should any third party’s rights be infringed;
Party B shall not give related files or documents to unauthorized third parties;
In case of any delay of duration resulted in rework of this project which caused due to Party B’s reasons, Party B shall, for each such day of delay, pay a daily overdue fine in an amount equivalent to 3‰ of the total contract price as the compensation to Party A.
The design copyright of “Creative Design of Customized Interface of Airborne Entertainment System for Air China” shall ultimately belong to Party A’s agency company (Air ) and can only be used for the Customized Interface of Airborne Entertainment System project at Air China; Party B can use it for not-for-profit demonstrations.
Article VI: Confidential information
Confidential information means such information that Party A has not disclosed to the public before or after Party B receives it from Party A or such other information that has been designated by Party A as confidential or proprietary.
Party B shall, as entrusted by Party A, ensure that confidential information being kept secrecy. In order to further develop the partnership relationship as specified herein or except as required for the purpose of executing this agreement, Party B shall not use publicly the said confidential information without the prior written authorization from Party A.
Without the prior written authorization from Party A, Party B shall not photocopy, publish or disclose such confidential information to any other third party.
Article VII: Force majeure
Force majeure means any earthquake, typhoon, fire, flood, war and other unforeseeable (or unavoidable in reasonable circumstances even if foreseeable) contingent incident, situation and event etc caused due to natural or human disasters that might arise after this agreement is signed. It exceeds the scope controllable by any party and hampers, delays, restricts or prevents any party from being able to perform all or part of this agreement.
In the circumstances of any “force majeure” that might make either party unable to perform this agreement, the party involved in such “force majeure” event shall, within two (2) business days of the force majeure, notify in writing the other party of the situation and reasons about the inability to perform this agreement, and the two parties shall negotiate based on the extent of impact of such force majeure to completely or partly relieve the liabilities pursuant to this agreement.
Should the “force majeure” last for more than thirty (30) days, either party can terminate this agreement by sending a written notice to the other party. In such case, Party B shall not return any payment that Party A has already paid; for those services already provided but whose payments have not yet been made or not yet been completely made, Party A shall pay to the Party B the service fee and actual costs incurred for the work that Party B has already completed actually before the date of occurrence of such force majeure, and Party A’s obligations for the Party B shall be entirely relieved once the said payments are made.
Article VIII: General Provisions
1. 完整的协议Entire agreement
The parties hereto made and conclude this entire agreement, which shall supersede any other statements and commitments relating the matters specified herein made by parties hereto previously. Modifications can be made to this agreement only being signed by the duly authorized representatives of the parties hereto, and shall constitute a part of this agreement.
Annexes shall be deemed as a valid component of this agreement; if any annex should be inconsistent with the terms and conditions of this agreement, then the related contents in such annex shall prevail.
3. 双方的关系Relationship between the parties hereto
This agreement shall not be construed as any party becoming the other party’s legal representative or agent, and neither party can claim being responsible for the other party’s acts or being restrained by the other party’s acts. The relationship between the parties shall not be construed or represented as a business partnership of the form of joint venture or other form with substantial equity joint venture, but shall be a relationship between two separate and independent business entities.
4. 签字权Power to sign
The signatories of this agreement herein state that they have duly power and authorization to sign this agreement on behalf of either party and hold their authorizing party to be bound by this agreement.
5. 协议的语言Language of agreement
This agreement shall be executed in the languages of Chinese and English. In case of any dispute as to the interpretation, the Chinese version shall prevail. Where any party is unclear about any expression in texts, should be requested to notify in writing within 15 days of signing of this agreement.
This agreement shall be made in four (4) originals, either party holding two(2) copies respectively.
6. 管辖法律Governing law
The execution, interpretation and performance of this agreement (and its annexes) shall be governed by the law of the People’s Republic of China.
All disputes arising out of or in connection with this agreement shall be resolved through friendly negotiations by and between the two parties. The parties hereto agree that any dispute unsolvable by and between the parties hereto within sixty (60) days of their occurrence shall be submitted to China International Economic and Trade Arbitration Commission for arbitration and resolution.
8. 生效Take effect
本协议由甲乙双方正式授权代表于2010年 5月 10 日于正式签署。
This agreement shall enter into force on and since the date of signature and shall remain effective until the date of completion of performance of the parties hereto 's rights and obligations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives on the 10th day of May 2010.
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