Professional Documents
Culture Documents
Draft Service Provision Agreement Xinhua - Tempo (2023)
Draft Service Provision Agreement Xinhua - Tempo (2023)
Draft Service Provision Agreement Xinhua - Tempo (2023)
Between
And
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Agreement No.:
Address : 20B, Tower A, Office 88, Jl. Casablanca Raya Kav. 88, Jakarta Selatan
Contact : Yu Qianliang
E-mai l: yjdfs2000@163.com
Address :
Contact :
Telephone :
E-mail :
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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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.
1.4 “THIRD PARTY” means any person or entity not a Party of this Agreement and
not an AFFILIATE of a Party to the Agreement.
1.6 “NEW MEDIA” means internet sites, wireless systems and other interactive
electronic applications existing now or to be developed in the future.
The parties will share revenue in connection with Xinhua Indonesian Service content
including web flow and advertising etc.
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Provider grants to Subscriber for the sole duration of this Agreement, the following
licenses on the following terms and conditions:
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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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.
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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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.
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:
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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.
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.
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.
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.
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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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.
11.8 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.
By: By:
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Agreement No.:
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