Draft Service Provision Agreement Xinhua - Tempo (2023)

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Agreement No.

SERVICE PROVISION AGREEMENT

Between

Jakarta Bureau, Xinhua News Agency

And

TEMPO.CO (PT. INFO MEDIA DIGITAL)

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Agreement No.:

Provider : Jakarta Bureau, Xinhua News Agency

Address : 20B, Tower A, Office 88, Jl. Casablanca Raya Kav. 88, Jakarta Selatan

Contact : Yu Qianliang

Telephone : +62 82112923988

E-mai l: yjdfs2000@163.com

Subscriber : TEMPO.CO (PT. INFO MEDIA DIGITAL)

Address :

Contact :

Telephone :

E-mail :

This Service Provision Agreement(“Agreement”) is made and entered into on January


1, 2023_ (“Effective Date”) by and between Jakarta Bureau, Xinhua News Agency,
(hereinafter referred to as “Provider”) and Tempo.co, (hereinafter referred to as
”Subscriber”).

Provider and Subscriber shall hereinafter be individually referred to as a “Party” and


collectively referred to as the “Parties”.

In consideration of the mutual covenants contained in this Agreement, the Parties


intending to be legally bound hereto agree:

Section 1. Definitions

In addition to any terms defined throughout this Agreement, the following terms
shall be defined as set forth herein.

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Agreement No.:

1.1 “AFFILIATE” means an entity located anywhere in the world that is controlled by a
Party, where “control” means the ownership of, or the power to vote, at least fifty
percent (50%) of the voting stock, shares or interest of such entity.

1.2“CONTENT” means Xinhua Indonesian Service, which includes text, photo,


video,caption,files,etc.

1.3 “TERRITORY” means the following geographical area Indonesia.

1.4 “THIRD PARTY” means any person or entity not a Party of this Agreement and
not an AFFILIATE of a Party to the Agreement.

1.5 “LICENSED PUBLICATION(S)”


TEMPO.CO (PT. INFO MEDIA DIGITAL)

1.6 “NEW MEDIA” means internet sites, wireless systems and other interactive
electronic applications existing now or to be developed in the future.

1.7“DELIVERY ” means provision of CONTENT by_RSS Technique__ .

1.8 “LICENSE FEE ”:

The parties will share revenue in connection with Xinhua Indonesian Service content
including web flow and advertising etc.

The parties will share the revenue according to 5:5 ratio.

Revenue share payments will be made yearly with report.

1.9 “INITIAL TERM”: One year

“RENEWAL TERM”: One year

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1.10“CONFIDENTIAL INFORMATION” means all information in any form or medium


whether disclosed orally or in writing on or after the execution hereof designated as
such by the disclosing Party (including information which relates to the business,
affairs, products, software, developments, trade secrets, know-how, personnel,
agents, customers and suppliers of the disclosing Party, as well as the terms of this
Agreement). However, the term CONFIDENTIAL INFORMATION shall not include any
information disclosed which a) is on the date of signing this Agreement, or thereafter
becomes, publicly known without violation of this Agreement, b) is demonstrably
developed at any time by the receiving Party without use of CONFIDENTIAL
INFORMATION, or c) is legitimately obtained at any time by the receiving Party from
a THIRD PARTY without restrictions in respect of disclosure or use.

Section 2. Grant of rights to Subscriber

Provider grants to Subscriber for the sole duration of this Agreement, the following
licenses on the following terms and conditions:

2.1 Provider grants to Subscriber a non-exclusive, non-transferable right to display


the CONTENT for news transmission purposes only, on the LICENSED
PUBLICATION(S).

2.2 Except as expressly provided herein, Subscriber shall not sub-license, transmit or
otherwise furnish any portion of the CONTENT to any THIRD PARTY without prior
written approval of Provider. Subscriber will promptly notify Provider of any
infringement or threatened infringement of any intellectual property rights.

2.3 Without written approval from Provider, Subscriber will not incorporate
CONTENT or any excerpt thereof or any name or trademark or XINHUA, or reference
to XINHUA, in any advertising, marketing or promotional material.

2.4 All rights in the CONTENT not expressly licensed to Subscriber herein are
reserved exclusively to Provider. Subscriber shall get written approval from Provider
and pay additional license fee, to be negotiated by and between Subscriber and
Provider, before using the CONTENT for any other purpose; at the same time
Subscriber is solely responsible for right clearance (including but not limited to right

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of publicity, portrait rights, right of privacy, copyrights, related rights, exclusive


rights, and any rights).

Section 3. Provision of CONTENT

3.1 Means of access to CONTENT. Subscriber will obtain and/or access Provider’s
CONTENT through equipment supplied by Subscriber. Subscriber shall be solely
responsible for obtaining and maintaining the computer hardware, communications
software, browser software and connection to the internet that will permit access to
the CONTENT if delivery is via online access. Provider will supply necessary username
and password to Subscriber in order to access CONTENT.

3.2 Changes to content and usage. Provider has complete editorial freedom with
respect to the form and content of the CONTENT and may alter the same from time
to time. Notwithstanding any provision in this Agreement to the contrary, Provider
reserves the right not to provide Subscriber with any item of CONTENT, and, if
Provider is notified or believes that there is a likelihood of a suit or claim relating to
any item of CONTENT, to revoke Subscriber’s right to display any such item of
CONTENT. Subscriber shall not use or display that item after receipt from Provider of
such notice. Any continued use by Subscriber of any CONTENT in violation of this 3.2
shall be at Subscriber’s own risk.

Section 4. Use of CONTENT

4.1 Subscriber shall not, without the prior written approval of Provider a)edit,
abridge, condense, delete from, excerpt, add to or otherwise change any item of
CONTENT, or delete or alter any information relating to authorship credit,
trademarks or copyrights; or in any way distort the substance or editorial intent of
CONTENT. b)change, alter or manipulate CONTENT of any photograph supplied by
Provider either physically or electronically (except, for purpose of printing
newspaper identified in the LICENSED PUBLICATION(S) only, using established photo
printing methods such as “burning”, “dodging”, “toning”, “zooming” and minor color
adjustments are permissible, and minor “retouching” is permissible only for the
removal of minor scratches or minor image flaws).

4.2 Subscriber shall display prominently a XINHUA credit in the form designated by
Provider, the XINHUA logo and such copyright and/or trademark notices as Provider
may required, in conjunction with each item of CONTENT that is displayed on the

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publication. In the case of THIRD PARTY content distributed by Provider, Subscriber


shall display a XINHUA/THIRD PARTY credit. If Subscriber fails to credit CONTENT as
indicated above for more than 5 times in any given month, Provider may charge
Subscriber USD__1___ for each piece of CONTENT that has not been credited.

4.3 Subscriber shall make every effort to prevent the CONTENT from being received
outside of the TERRITORY. At the same time, Subscriber shall not market, promote,
advertise or produce, nor permit the production of any trailer, advertisement, or
promotion that expressly or impliedly representing that all and any display of the
CONTENT (or any of the services or channels by which Subscriber provides any of the
same) are available, capable of receipt and/or viewing anywhere outside of the
TERRITORY.

4.4 Subscriber shall not archive or publish the CONTENT which is uploaded to
Provider’s database more than 30 (included) days before Subscriber elected to
archive or publish.

4.5 Subscriber shall a) not use the CONTENT in contravention of any laws or
regulations and b) ensure that all passwords used to access the CONTENT are not
shared with any THIRD PARTY.

Section 5. Financial conditions

5.1 Payment. Payment shall be made for the INITIAL TERM within 10 days after
signing this Agreement and 30 days prior to the starting date of the RENEWAL TERM
in US Dollar to the following bank account:

Bank Account Name: N.C.N. LIMITED

Bank Account Number:012-873-9-000173-2

Bank Name: Bank of China (Hong Kong) Limited

Branch Name: Causeway Bay Branch

Branch Address: 505 Hennessy Road, Causeway Bay, Hong Kong

Swift Coke: BKCHHKHHXXX

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5.2 Penalty. Should Subscriber fail to pay LICENSE FEE on time, for each day delayed,
Subscriber shall pay __1__% of unpaid amount until it is paid off.

Section 6. Term and termination

6.1 INITIAL TERM;RENEWAL TERM. The INITIAL TERM of this Agreement shall
commence as of the Effective Date and continue for the term indicated on Definition
during which this Agreement takes effect (the “INITIAL TERM”). Thereafter the
Agreement will automatically renew for successive terms of one (1) year (each a
“RENEWAL TERM”).

6.2 Termination without cause. During any RENEWAL TERM, either Party may
terminate this Agreement without cause by giving the other Party ninety (90) days
advance written notice of termination before the expiration date of this Agreement.

6.3 Termination for cause. Either Party may terminate immediately by giving the
other Party written notice of termination, if the other Party fails to cure any material
breach of or default under this Agreement within thirty (30) days after it receives the
written notice of such material breach or default, or should either Party become
insolvent either may terminate immediately.

6.4 Effect of Termination. Termination or expiration of this Agreement as provided


herein shall not relieve either Party of its obligations to perform up to the effective
date of such termination or expiration. Subscriber will not make any use of or retain
any copy of the CONTENT, in any manner, medium or format, including without
limitation in any archive, after termination or expiration of this Agreement.

Section 7. Intellectual property

Provider hereby warrants and represents with respect to the CONTENT that it is the
sole owner or has the right to license (from the lawful owner of rights) CONTENT
provided to Subscriber under this Agreement.

Section 8. Liability

8.1 Provider will use commercially reasonable efforts to ensure the prompt, regular
and accurate delivery of CONTENT to Subscriber. Provider shall have no obligation

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and shall not be liable to Subscriber for any liability or loss that Subscriber may
sustain arising from any interruptions, delays, inaccuracies, errors or omissions in the
CONTENT or any loss or consequential damages of whatever nature arising
therefrom.

8.2 TO THE EXTENT PERMITTED BY LAW, PROVIDER EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT.
PROVIDER DISCLAIMS ANY IMPLIED WARRANTIES, PROMISES AND CONDITIONS OF
MERCHANTBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-
INFRINGEMENT, WHETHER AS TO ANY CONTENT OR SERVICES AND/OR THE
TECHNOLOGY DEPLOYED IN CONNECTION THEREWITH. PROVIDER MAKES NO
REPRESENTATION THAT THE OPERATION OF ITS PUBLICATION AND/OR THE
PROVISION OF CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDER
WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Section 9. Indemnification

Subscriber shall defend (at Provider’s option), indemnify and hold Provider harmless
from any and all loss, cost, liability, damage and expense (including reasonable
attorney’s fees and other legal costs) incurred by Provider arising out of or in
connection with Subscriber’s breach of its obligations under this Agreement or a
violation of the terms or conditions of this Agreement or any other act or mission of
Subscriber.

Section 10. Force Majeure

It shall not constitute a breach of this Agreement, and Provider shall incur no
liability, if Provider fails to provide CONTENT or otherwise fulfill any of its obligations
hereunder due to any of the following governmental order or regulation conditions
created by the existence of a state of war, invasion by armed forces, terrorist attack,
insurrection, riot, strike, or labor dispute, natural disaster, fire, electrical shortages,
failure of computer or telecommunications equipment or services (including without
limitation to internet access) or any other cause whatsoever beyond Provider’s
control.

Section 11. General

11.1 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior and
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contemporaneous communications concerning the same. It shall not be modified


except by a written agreement dated subsequent to the date of this Agreement and
signed on behalf of Provider and Subscriber by their respective duty authorized
representatives.

11.2 No assignment by Subscriber. Subscriber may not assign this Agreement or any
rights or obligations whether by operation of contract, law or otherwise except with
the written approval of Provider and any attempted assignment by Subscriber in
violation shall be void.

11.3 Confidentiality. The terms and conditions (but not existence) of this Agreement
and all information disclosed by Provider to Subscriber or obtained by Subscriber
concerning Provider’s business practices, shall be deemed confidential information
and Subscriber shall not, during the term or thereafter use for its own benefit or
disclose to any THIRD PARTY any such CONFIDENTAIL INFORMATION.

11.4 Governing Law: Jurisdiction and Venue. This Agreement shall be interpreted
under and controlled by the laws of the People’s Republic of China, without
reference to its conflict of laws rules. Subscriber hereby irrevocably a) agrees that
any dispute arises from the establishment, validity, performance, and termination of
this Agreement shall be submitted by any Party concerned to China International
Economic and Trade Arbitration Commission in Beijing for arbitration in accordance
with then-current valid arbitration rules of such Commission, and b) consents to the
exercise any rights granted herein upon the occurrence of any such contingency.

11.5 Construction No Waiver. The section headings use in this Agreement are
intended for convenience only and shall not be deemed to supersede or modify any
provisions. If any provision of this Agreement shall be held by a court of competent
jurisdiction be illegal, invalid or enforceable, the remaining provision shall remain in
full force and effect.

Any failure by either Party to exercise any right granted herein upon the occurrence
of any contingency set forth in this Agreement will not in any event constitute a
waiver of any such right upon the occurrence of any such contingency.

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11.6 Relationship of Parties. The Parties to this Agreement shall perform their
obligations as independent contractors and each Party shall be solely responsible for
its own obligations.

11.7 Execution in Counterparts. This Agreement may be executed in any number of


counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.

11.8 Survival. Section 5 shall survive the termination or expiration of this Agreement
until such times as Subscriber has completely fulfilled its obligations. Section 6.4,7,
8.2, 9, 11 and all other provisions that may reasonably be construed as surviving the
termination or expiration shall survive forever the termination or expiration of this
Agreement.

For and on behalf of: For and on behalf of:

Jakarta Bureau TEMPO.CO (PT. INFO MEDIA DIGITAL)

Xinhua News Agency

By: By:

Print Name: Yu QianLiang Print Name:

Title: The chief of Jakarta Bureau Title:

Of Xinhua News Agency

Date: 1,January 2023 Date: 1,January 2023

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