著作权授权协议书(中英对照)(2)

List of the Licensed Titles”.

Article 2 Scope of License 2.1 Area of License: Korea

2.2 Term of License: two years, as of the date when this Agreement takes into force.

2.3 Method of License: exclusive use. 2.4 Carrier of License: CD.

Article 3 Party A’s Rights and Obligations

3.1 Party A guarantees that it has the legal neighboring rights for the Licensed Titles stipulated in Article 1 hereof, including the rights of portraiture and neighboring rights of the performer, and that its license to Party B of using the above titles shall not constitute any infringement to the owners of neighboring rights so involved in respect of the above titles in the Mainland China Territory and Party A shall guarantee that the contents of above titles shall not breach any prohibiting provisions of the relevant laws. 3.2 Party A shall, as of the date of signing this Agreement, provide Party B with the master in the form of CD-R in respect of the Licensed Titles and shall guarantee that the quality of such master is good; in case of any quality problem, Party A guarantees to replace, reproduce or make good the tapes with defect without conditions.

3.3 Party A shall, at the same time of delivering the master, provide Party B with the documents of license certification thereof.

3.4 Party A shall assume all the royalties of copyrights for the video and audio production, editing and compiling, performing as well as all and any preliminary production costs in respect of the Licensed Titles.

3.5 Party A shall, at the same time of delivering the mast

er, provide Party B with the photo and signature of the performer, Zheng Yang and relevant documents and design elements in respect of the Licensed Titles, so as to enable Party B for its package and design purposes.

3.6 Party A guarantees that it shall not assign or license such Licensed Titles to any third party other than Party B or jointly use such Licensed Titles with any third party within the term of license and area of license stipulated in this Agreement.

3.7 According to the practices prevailing in the video and audio industry, Party B shall be entitled to reasonably use all the Party A’s trademarks in the covers of the legal publishing articles and Party A shall, at the same time of delivering the master, provide Party B with the samples of such trademarks. In case of any trademark not for Party B’s use, Party A shall give its written notice to Party B and attach the sample drawing of such trademark. Party A guarantees that the trademark to be licensed for Party B’s use shall not infringe any legal rights and interests of any third party; if any, Party A shall be responsible to deal with the legal dispute arising therefrom.

3.8 Party B guarantees that, within the area of license, CD versions shall be sold, only after attached with orange-yellow anti-fake labels printed with “XX Communications” supplied by Party A; if Party A discovers any CD version without label supplied by Party A or with the fake label within the area of license, Party B shall compensate Party A an amount five times the royalties to be payable for each above CD version. If Party A discovers two or more times, it shall be deemed by Party A as the breach of this Agreement and Party B shall compensate a penalty for breach to Party A not less than USD100,000 and be investigated for its breaching

liabilities. When Party B increases the production volume of the products, it shall apply to Party A for the anti-fake labels 15 days in advance, so as not to delay the production and selling of such products.

3.9 Party B shall, after completion of the production of the finished CDs, provide free of charge Party A with 30 sets of the sample CDS for each video and audio products and printed articles in each kind of carrier, and such sample CDs shall not be counted into the settlement quantity of the products by Party A and Party B.

Article 4 Party B’s Rights and Obligations

4.1 Party B shall be responsible to produce the Licensed Titles to CD for exclusive publishing, reproduction and distribution in the area of license, and to independently design and print the poster, cover and inscriptions etc in respect of the Licensed Titles, subject to the examination and approval by Party A.

4.2 Party B guarantees to exercise its rights in accordance with the scope, method and term stipulated in this Agreement and guarantees to pay to Party A the royalties in accordance with the method of payment stipulated in this Agreement.

4.3 Party B guarantees not to assign or license such Licensed Programs to any third party for its use or to jointly use such Licensed Titles with any third party within the term of license and area of license stipulate in this Agreement; in case of any assignment or license to the third party, it shall obtain the consent of Party A.

4.4 If Party B discovers any infringement to the copyrights or neighboring rights of the Licensed Titles within the area of license, or it discovers such Licensed Titles to be illegally used by any third party, Party B shall be entitle

d to take all actions to protect its rights, including the legal means. Party A shall give full assistance and as required by Party B try its best efforts to assist Party B in providing the necessary information or certification documents, so as to enable Party B to win smoothly the above litigation or case. Party A shall not assume any costs necessary for Party B’s litigation, nor collect any compensations obtained by Party B from such litigation.

4.5 If Party B licenses to any third party the music contained in the two specials within the scope of license, it shall obtain the consent of Party A and pay to Party A the royalties in respect of such video and audio products and based on the different music, the royalties shall be adjusted, as detained in the supplemental agreement.

Article 5 Standard of Payment and Method of Settlement in respect of Royalties

5.1 Method of Settlement for Royalties

a) Within 7 days after signing of this Agreement, Party B shall pay to Party A 50% of the initial bottom amount in RMB, namely, RMB twenty five thousand only.

b) Within 15 days after being marketed for distribution in respect of such Licensed Titles, Party B shall settle with Party A the remaining royalties, namely, RMB twenty five thousand only.

5.2 Within the term of license, Party B agrees to provide Party A with the statements for selling quantity of relevant products in each month and make the settlement in accordance with the original royalties for every three months. 5.3 Party A’s Account:

Name of Account: Guangdong XX Culture Communication Co., Ltd.

Bank with the Account Opened: Baiyun Sub-branch, Guangzhou Commercial Bank Account Number: 305-8003018-

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Article 6 Confidentiality

Party A and Party B agree and acknowledge that neither party shall disclose any provisions hereof and relevant information to any person within the term of license and thereafter and shall keep such information in confidence. Article 7 Liabilities for Breaches

7.1 If any party breaches the provisions of this Agreement, both parties have the rights to cancel this Agreement by giving a written notice and the non-breaching party shall be entitled to investigate against the breaching party the liabilities for breaches and to require the breaching party to make compensation and all costs incurred therefrom shall be assumed by the breaching party (including but not limited to the legal fees and litigation costs).

7.2 Both parties shall fully perform their obligations under this Agreement and if any party breaches the provisions of this Agreement, it shall pay to the other party a penalty for breaches in the sum of RMB six hundred thousand (RMB 600,000) only; in case such penalty for breaches is insufficient to make up for the losses suffered by the other party, the breaching party shall increase its compensation for the losses.

Article 8 Termination of this Agreement

In case of any of the following reasons, this Agreement shall terminate:

8.1 The Licensed Titles under this Agreement are unable to pass the approval by relevant competent governmental authorities.

8.2 Party A and Party B determine to terminate this Agreement after friendly negotiations.

8.3 Any party breaches the provisions of this Agreement and

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