COOPERATION AGREEMENT
Party A:
Legal Representative:
Address:
Party B:
ID Card No.:
Contact Number:
E-mail:
Address:
Party A has advertisers, channels and other client resources and the ability of content operation, while Party B is a key opinion leader (hereinafter referred to as “KOL”) with certain influence on overseas social media platforms and owns various media resources. The Parties intend to carry out business cooperation.
The Parties enter into this Cooperation Agreement (hereinafter referred to as the “Agreement”) on the basis of the principles of equality, voluntariness, consensus and good faith to clarify and regulate subsequent cooperation matters.
Definitions and Interpretations
1.Greater China shall mean Mainland China, Hong Kong, Macao and Taiwan.
2.Internet Performing Platforms shall mean online social/video/live broadcast/E-commerce platforms owned or operated by Internet companies in Greater China, including but not limited to Douyin, WeChat Channels, Weishi, Xiaokaxiu, Huoshan, Kuaishou, Bilibili, Xiaohongshu, MiaoPai, Meipai, Xigua Video, Taobao, Tmall, JD, Pinduoduo and other websites and sub-websites, clients, APPs and all websites and applications newly registered and developed in the future relating to social/video/live broadcast/E-commerce.
3.Overseas Social Media Platforms shall mean online social/video/live broadcast/E-commerce platforms owned or operated by Internet companies outside Greater China, including but not limited to TikTok, Youtube, Facebook, Twitter, LinkedIn, Instagram, Pinterest, Snapchat and other websites and sub-websites, clients and APPs.
The Internet Performing Platforms and Overseas Social Media Platforms shall be collectively referred to as the “Media Platforms”, and the accounts opened in the name of Party B on the Media Platforms shall be the “Party B’s Media Accounts”.
4.Business Activities shall mean all commercial or non-commercial activities relating to Party B’s image carried out in the form of graphics, video, title sponsorship, etc., including but not limited to advertising, corporate image endorsement, product endorsement and other various activities.
5.E-commerce shall mean the sales of products through B2C, B2B, C2B, C2C, B2G, BMC, ABC and other E-commerce marketing models.
6.Clients shall mean the producers/operators/agents or other entities who have marketing needs for the purpose of promoting and selling their products, services or brands.
7.Legal Affairs shall mean during the term of this Agreement, Party B shall fully entrust Party A to deal with the legal affairs related to the performance of cooperation content of this Agreement. Party A’s agency authority includes but not limited to drafting and signing all relevant contracts and documents on behalf of Party B.
One、Term of Cooperation
1.1 The term of cooperation shall be [*] years, from [*] [*], [*] to [*] [*], [*]. Before the expiration of the term, this Agreement shall be automatically renewed for [*] years, unless either Party gives a prior written notice to terminate this Agreement to the other Party, and so on. If the total income received by Party B hereunder exceeds [*], this Agreement shall be automatically renewed for [*] years, and so on.
1.2 Party B shall not enter into the same or similar brokerage agency relationship with any third party without Party A giving formal written notice in respect of the waiver of the renewal with Party B. If the Parties fail to renew this Agreement, Party A shall have the pre-emptive right of renewal under the same conditions within one year after the expiration hereof, and Party B shall truthfully inform Party A in advance in writing of the terms of cooperation with the third parties.
1.3 If this Agreement expires or has been terminated or dissolved, and the cooperation matters that have been determined during the term of this Agreement have not been performed or the agreement signed by Party A on behalf of Party B is still valid, Party B shall still continue to perform such part of the obligations until completion, and Party A shall pay Party B the corresponding income in accordance with the standard agreed in this Agreement. In case Party B fails to cooperate or refuses to perform relevant obligations, Party B shall indemnify Party A all direct and indirect losses arising therefrom (including but not limited to the receivable interests of Party A, the corresponding indemnification liabilities arising from the legal actions taken by other third parties against Party A due to Party B’s refusal to perform his/her contractual obligations, and the attorney fees, notary fees, litigation fees, arbitration fees, property preservation fees, preservation insurance or guarantee fees, enforcement fees, evaluation fees, auction fees, announcement fees and other expenses incurred by Party A in response to such legal actions or in order to recover such losses from Party B).
Two、Content of Cooperation
Upon full communications, the Parties hereto agree:
2.1 Party A acts as the exclusive brokerage company for item [*] of the following activities of Party B (hereinafter collectively referred to as “Brokerage Cooperation”) within Greater China, and Party A shall be entitled to the exclusive brokerage agency rights for all the Brokerage Cooperation (with no limitation on the implementation scope) of Party B in Greater China. Party A shall use its own Client resources to provide Party B with Brokerage Cooperation opportunities in Greater China. If Party B receives any Brokerage Cooperation demand from Greater China, Party B shall immediately notify Party A, and all Brokerage Cooperation from Greater China (implementation scope not limited to Greater China) shall be negotiated or signed by Party A as the representative, and Party B shall not conduct or allow other third parties to conduct or act as the agent without Party A’s written consent.
（1）Business Activities: business activities that produce content to be posted on Party B’s Media Accounts or media accounts designated by the Client according to the Client’s needs;
（2）E-commerce: the E-commerce live broadcast conducted by Party B on the Media Platform to guide the online users to complete the consumption on the Media Platform based on the Client’s needs;
（3）Account Registration and Content Operation: Party A shall provide Party B with the account registration and content operation services on various Internet Performing Platforms in Greater China, in order to enhance the popularity and income of Party B in Greater China. The ownership of the accounts on such Internet Performing Platforms operated in Greater China shall belong to Party A from the date of registration thereof.
2.2 Intellectual Property and Authorization
（1）All works (including pictures, texts, videos, audios, etc.) protected by existing and future laws generated by Brokerage Cooperation activities and related affairs of Brokerage Cooperation activities arranged by Party A as a result of Party B’s performance of this Agreement shall be copyrighted by Party A from the time the works are completed, and Party A shall enjoy the complete personality and property rights of the works under this Agreement. Party A may use by itself or authorize third parties to use the works under this Agreement permanently throughout the world in any way. Party B agrees that even if the aforementioned source materials and finished products do not constitute “works” under the Copyright Law of the People’s Republic of China, Party A shall still enjoy the entire property rights over such source materials and finished products and shall be entitled to authorize third parties to use them.
（2）During the term of cooperation of this Agreement, Party B agrees to license all of his/her works with intellectual property right throughout the world to Party A for free and exclusive use in Greater China. If Party A intends to publish the aforesaid works on the Internet Performing Platforms, Party B shall authorize Party A to modify, adapt and translate the works. If any new works are generated as a result of aforesaid acts, the intellectual property rights thereto shall belong to Party A from the beginning.
2.3 During the term of this Agreement, Party B shall actively operate and maintain his/her personal image and influence of his/her overseas social media accounts so that Party A can seek and reach more quality Brokerage Cooperation opportunities for Party B. Party B undertakes that there is no inappropriate act, statement or event affecting his/her image such as violation of laws or going against the public order and good morals prior to the execution of this Agreement. If Party B breaches such undertakings, Party B shall bear liabilities for breach of agreement in accordance with this Agreement and Party A shall be entitled to rescind this Agreement at any time without liability for breach of agreement.
2.4 In addition to the cooperation content agreed herein, if Party B intends to carry out other online or offline performing activities (including but not limited to various commercial or non-commercial activities such as live broadcast and film and television recording) in Greater China, Party A shall have the priority to cooperate with Party B, and Party B shall first negotiate with Party A for Brokerage Cooperation.
Three、Responsibility and Obligation of the Parties
3.1 Party A shall use its own brand and team resources to provide Party B with the operation service of account content on the Internet Performing Platforms in Greater China, obtain the cooperation demands of Clients and arrange Business Activities and E-commerce cooperation opportunities for Party B so as to enhance his/her popularity and income in Greater China in accordance with this Agreement. Party A shall have full authority to, on behalf of Party B, execute Brokerage Cooperation related agreements with Clients and deal with relevant Legal Affairs, and Party B shall actively cooperate with Party A in this regard.
3.2 After the confirmation of Brokerage Cooperation projects, Party A shall be responsible for business negotiation with the Client to determine specific project requirements and assist Party B with needs analysis, scheme planning, creativity and project execution.
3.3 Party B shall be responsible for specific execution of the project, and shall complete it in accordance with the content and standards required by Client. Upon completion of the project, the Parties shall cooperate to draft the final report of the project to facilitate the inspection of the project and receipt of project payment.
3.4 In Greater China, Party B shall provide Party A with the most competitive and exclusive prices for Business Activities/E-commerce cooperation in order for Party A to contact and reach project cooperation.
3.5 If, in the process of implementation of the project by Party B, any failure to pass the acceptance of Client has been caused due to the removal of the content from the platform, poor quality not up to standard, failure to be launched online as scheduled or infringement upon the legitimate rights and interests of any other third party, Party B shall actively coordinate and make remedies and Party A may assist with communication and coordination. Any economic losses or disputes arising therefrom (such as that a Client requests refund or compensation) shall be borne solely by Party B without any liability on the part of Party A, and Party B shall compensate for all losses caused to Party A.
3.6 In order to better complete the cooperation content as stipulated herein, Party B agrees that Party A shall have the right to enjoy the online use right and online brokerage right of the name, title, voice and image of Party B and relevant rights derived therefrom in Greater China, and shall be entitled to use the name, title, voice, image and relevant derivative rights of Party B in Party A’s own activities or as required for the performance of this Agreement. Meanwhile, Party B agrees to authorize Party A to further authorize the partners to use the rights specified in this article, and Party B shall not use such rights by itself or license/authorize any third party to use such rights.
3.7 Party B warrants that at the time of execution of this Agreement, he/she does not have any agreement with any third party similar to or in conflict with this Agreement; if such circumstances exist, Party B shall deal with the matters, assume all liability for breach of contract/indemnification to the third parties and indemnify all losses caused to Party A thereby.
3.8 Party B warrants that he/she has relevant legitimate rights and interests of the works and source materials used, including but not limited to copyright, trademark and other legitimate rights and interests, or has otherwise obtained legitimate authorization and the right to sublicense the same, and there is no infringement of a third party’s legitimate rights and interests. Party B shall assume all the responsibilities for compensation if Party B infringes the legitimate rights and interests of a third party and causes such third party to suffer losses. If Party A shall bear the expenses first in accordance with the then effective laws and regulations, relevant rules or relevant judgments/rulings etc., Party A shall be entitled to recover the expenses from Party B after bearing the corresponding liabilities.
3.9 Party B shall maintain his/her own image and shall not commit any word or deed in violation of laws or detrimental to their own image, commercial value or the rights and interests of Party A. If any losses are caused to Party A therefore, Party B shall bear all liabilities to compensate for such losses.
3.10 Party B agrees that Party A’s subsidiaries or other affiliated companies may apply this Agreement as Party A hereto.
Four、Profit Distribution
4.1 Through consultations, the Parties agree to distribute the income generated from the performance of this Agreement in accordance with the following provisions:
（1）Business Activities: during the cooperation period, with respect to all Business Activities agreed by the Parties through consultations, Party A shall pay Party B according to the cooperation amount then agreed with Party B in writing.
（2）E-commerce: the income (including fixed commission, commission based on GMV, etc.) generated from E-commerce activities agreed by the Parties through consultations shall be distributed to Party A [*]% and Party B [*]% after deducting relevant costs (including but not limited to promotion expenses, platform service fees and service charges, which shall be jointly borne by the Parties).
（3）Content Operation of Accounts: all the income generated from the content operation of the accounts on the Internet Performing Platforms by Party A for Party B shall be distributed to Party A [*]% and Party B [*]% after deducting relevant costs (including but not limited to promotion expenses, platform service fees and service charges, which shall be jointly borne by the Parties).
4.2 With respect to the income as set out in Article 4.1, Party A shall pay the above distributable income to Party B within [*] business days upon the receipt of the cooperation payment from the Clients. All taxes and payment charges arising from the performance of this Agreement shall be borne by Party A and Party B respectively in accordance with relevant local laws and regulations and requirements of payment platforms, or 50% by each of Party A and Party B if there are no relevant provisions. If necessary, Party A shall be entitled to withhold the relevant taxes and fees on behalf of Party B with respect to the income obtained by Party B hereunder.
4.3 Account Information of Party B:
Account Name：
Account No. ：
/Deposit Bank：
Five、Confidentiality
5.1 The Parties shall be obliged to keep confidential of the confidential information provided by the other Party, known and acquired within the confidentiality term set forth herein. The receiving Party shall keep confidential of the disclosing Party’s confidential information, and ensure that such confidential information is used solely for the purpose related to the project in reasonable manners. At no time shall the confidential information be made known to, duplicated or used by a third party for any purpose by means of (including but not limited to) telephone, mail, facsimile, photocopy, etc., except as required by laws or regulations and as necessary to carry out the project in the form of trust.
5.2 If either Party needs to disclose any of the other Party’s confidential information to a third party, the disclosure shall only be made upon the other Party’s written consent. The disclosing Party shall only disclose part of the confidential information required by laws and regulations, require such third party to keep confidential of the confidential information which comes to its knowledge, and obtain the third party’s written guarantee to keep confidential of the confidential information as far as possible, except for the mandatory disclosure required by laws, regulations and competent regulatory authorities.
5.3 If either Party does not disclose, use or duplicate confidential information in accordance with this Agreement, and causes damages to the other Party, the other Party shall be entitled to compensation from such Party, unless such disclosure is required by laws or regulations.
5.4 The Parties’ confidentiality obligation shall survive the termination of this Agreement in perpetuity.
Six、Liability for Breach of Agreement and Termination
6.1 If either Party fails to perform its obligations hereunder fully and promptly, it shall be liable for breach of the Agreement; such Party shall indemnify the other Party for all losses and damages caused thereby.
6.2 Losses under this Agreement include but are not limited to direct economic losses (all expenses incurred in the performance of this Agreement, recovery by the Client or other third parties, etc.), losses of expected profits (the aggregate amount of the average monthly income earned by the Parties for the performance of this Agreement, multiplied by the remaining contract months) and investigation fees, attorney fees, litigation fees, notary fees, arbitration fees, property preservation fees, preservation insurance or guarantee fees, enforcement fees, evaluation fees, auction fees, announcement fees and other expenses incurred by the non-breaching Party for pursuing the breach of the Agreement.
6.3 During the period of this Agreement, Party B shall be deemed to violate the Agreement actively if he/she refuses to cooperate in brokerage activities arranged by Party A without justified reasons, or conceals or deletes posted short videos or has any other behavior violating the Agreement and the agreements with the Clients. Party A shall be entitled to require Party B to rectify within the prescribed period, continue to perform the Agreement according to Party A’s arrangement, compensate to Party A for all losses caused thereby and be liable for breach of agreement in accordance with this Agreement.
6.4 The Parties may terminate this Agreement by mutual consensus.
6.5 During the period of this Agreement, Party B shall not unilaterally propose to terminate this Agreement in advance. If Party B unilaterally proposes to terminate this Agreement in advance, Party A shall be entitled to either of the following item (i) or item (ii): (i) Party A does not agree with Party B’s request to terminate this Agreement in advance, and requires Party B to continue to perform this Agreement; or (ii) Party A agrees to Party B’s request to terminate this Agreement in advance, and has the right to require Party B to pay compensation, including three times the amount of all income that Party B has obtained under this Agreement, or a compensation of RMB one million, whichever is higher.
Seven、Force Majeure
7.1 Force Majeure shall mean all events which are uncontrollable, unforeseen, or unavoidable even if foreseen by the Parties and prevent, affect, or delay either Party from performing all or part of its obligations under this Agreement. Such events shall include but not be limited to government control, state policy adjustment, terrorist attack, natural disaster, war, epidemic, network congestion, malfunction or interruption, hacker attack, power failure, telecommunication department’s technical adjustment, computer virus, or any other similar events.
7.2 Either Party shall be entitled to suspend the performance of this Agreement once the Parties hereto confirms that the performance of the Agreement cannot be fulfilled or delayed due to force majeure, and shall notify the other Party within 2 business days and furnish, within 15 days thereafter, details and effective proof of force majeure. In case the impacts of aforesaid force majeure cannot be eliminated within 30 days from the date of its occurrence and the Parties fail to reach a consensus on the change of this Agreement, either Party shall be entitled to terminate the Agreement. The Agreement shall be terminated upon the delivery of termination notice by one Party to the other Party, and the Parties shall make settlement according to the actual situation.
Eight、Dispute Resolution
8.1 The conclusion and performance of this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
8.2 Any dispute between Party A and Party B arising during the period of the Agreement shall be resolved through friendly consultation between the Parties. If consultation fails, either Party hereto may apply to Hangzhou Arbitration Commission for arbitration. The Parties agree that the arbitral award may be recognized and enforced by any competent court of jurisdiction. Upon occurrence and during the process of arbitration of any dispute, except for the matter in dispute, the Parties shall continue to fulfill their obligations and exercise their rights pursuant to this Agreement. The losing Party shall bear arbitration fees, property preservation fees, preservation insurance or guarantee fees, attorney fees, enforcement fees, evaluation fees, auction fees, announcement fees and other expenses incurred by the winning Party due to such arbitration.
Nine、Notice and Delivery
9.1 All notices or other communications in relation to the Agreement sent by a Party to the other Party (hereinafter referred to as “Notice”) shall be in writing (including facsimile and e-mail) and shall be delivered to the recipient pursuant to the following correspondence address or contact number with contact person’s name indicated to constitute a valid notice.
Party A:
Attention：
Correspondence Address：
Postal Code：
E-mail：
Party B:
Attention：
Correspondence Address：
Postal Code：
E-mail：
Telephone:
9.2The delivery time of the various communication methods specified in the preceding paragraph shall be determined in the following ways:
（1）The notice presented to the receipt in person is deemed to be served when the notified person signs for receipt, and shall not be deemed to be effectively served if the notified person does not sign for it;
（2）The notice sent by mail shall be mailed by the way of registered express or express mail and shall be deemed to have been delivered upon the signing;
（3）The notice sent by facsimile or e-mail shall be deemed to have been effectively served when the notice reaches the recipient, and the date on which it was served shall be deemed as delivery date.
9.3If any Party’s correspondence address or contact number provided above (hereinafter referred to as “Changing Party”) changes, the Changing Party shall notify the other Party within 7 days after the occurrence of such change. If the Changing Party fails to notify in a timely manner as agreed and the other Party still gives notice based on the above communication methods, the notice shall be deemed to have been delivered and the Changing Party shall bear all loss caused thereby.
Ten、Miscellaneous
10.1 The Agreement shall be effective on the execution date by the Parties.
10.2 Severability: If any provision of this Agreement is held restricted or unenforceable by any existing law and regulation or any enacted in the future, such provision shall be invalid and the remainder of this Agreement shall continue in full force and effect. The Parties shall make efforts to negotiate and substitute a provision which is basically consistent with the invalid provision in terms of economic effect.
10.3 This Agreement shall be executed in two originals, and each Party holds one copy, each of which has the same legal effect.
10.4 The annexes hereto and supplementary agreements (if any) are important components and have the same legal effect as this Agreement.
10.5 This Agreement is prepared and executed in both Chinese and English. In the event of any discrepancy between the two versions, the Chinese version shall prevail.
Party A (Seal):
Authorized Representative (Signature):
Date:
Party B (Signature):
Date:
