Agreement on Paid Use of Photos

Party A, at its photo agent website www.PhotoMekong.com (briefed as ¡®the Website¡¯ hereinafter) with online release and offline provision of the photographers as well as the copyright holders of the of all the photos, digital, physical or digitalized, hereby has come into this agreement with Party B on paid use of these photos.

I. Party A¡¯s commitment

1. Party A confirms that all the photos (except the ¡°public authorized¡±) released on the Website are of complete copyrights and their photographers (copyright owners) have expressively authorized their agent - Party A to sell the rights to use the photos.

2. Except the photos released on the Website, Party A shall try its best to meet Party B¡¯s needs for different photos, sort them out, and provide it with suitable, complete copyrights and other customized services related.

II. Right of Sales

1. Party A authorizes Party B to use the photo(s) from _________________________ on the condition that Party B has paid for such use on the basis of ¡®piece/time¡¯, which means each photo used within the scope of Party A¡¯s authorization is counted as use for one time, regardless of short or long duration of its appearance. Otherwise, more times of use shall be counted for the repeated use.

2. Party A¡¯s authorization to Party B in use of the photos is not exclusive, i.e. Party A does not guarantees Party B¡¯s exclusive right to use them. While Party B is using the photos through authorization, Party A retains its right to authorize a third party partially or wholly the same batch of the photos.

III. Authorization Limit

1. Party B¡¯s right of using the photos authorized by Party A is limited to the scope of use defined in this agreement and can only use within the scope. Unless otherwise stipulated in the agreement, for any reason and in any way, Party B has no right to permit any other person to use the photos.

2. When Party B uses the photo relevant contents for publication, or transfers the authorization in any form to any other person for his or her use, the third party cannot naturally acquire the right to use that batch of the photos; more specifically, as the third party needs to reproduce, reprint or copy the photos, it shall sign another agreement with Party A and pay for related fees, otherwise such uses of the photos shall be deemed as infringement.

3. When the third party mentioned above requests to use the photos, it shall sign another agreement with Party A for acquisition of authorization and pay for related fees. In normal cases, Party A shall offer priority to the third party in consideration of authorization.

IV. Delivery of Photos

Within _____ days after receipt of the fees for use of the photos, Party A shall deliver the photos selected by Party B in physical or electronic and any other form. Upon its reception of the photos, Party B shall issue a formal receipt.

V. Payment for Use of the Photos

1. Both parties have confirmed that the fee for use of a piece/time of the photos is ________, for this batch ________ photos are selected all together at the total fee of ____________ in RMB.

2. Party B shall pay Party A for its use of the photos within ______ days after effectiveness of the contract.
Form of payment: __________________________________________________

Party A¡¯s Account information: _______________________________________

VI. Party B¡¯s Commitment

1. Party B observes all the rights and interests of the owners and agents of the photos concerned. When Party B

2. Party B recognizes completeness of the photos.

3. Party B guarantees well-meaning use of the photos. The explanatory notes, interpretation and explication comply with those of the original photos in meaning, without any interpolation, distort, diversion, misleading, confusion and smearing the photos, implications and written information related to the photos.

4. Party A is entitled to be informed of all about the process of Party B¡¯s use of the photos, when Party B shall render sufficient assistance.

5. Within 10 days after termination of this agreement, Party B shall damage or delete any photo data and related literary information that is gained through signing of this agreement, from its own file and data system.

VII. Dealing with Infringement Cases

1. In case the photos and contents used by Party B are embezzled, pirated or plagiarized and thus the copyright of the photos is infringed, Party B shall notify Party A in writing within ______ days after the finding.

2. As to the infringement in Clause VII (1), Party B shall investigate into the infringing party for any infringement responsibility and claims. Party A is entitled to share with Party B the claims and compensations, the proportion to be discussed and determined by the two parties.

VIII. Contract Termination

1. The agreement will come into force from _____ (Date) _____ (Month) ______(Year).

2. In 30 days prior to the expiry of this agreement, both parties shall negotiate for these terms and conditions and form a new agreement, otherwise the agreement will terminate automatically upon the expiry.

IX. Liabilities for Breach of Contract

1. In case the party breaches the agreement terms and conditions above, the observant party has the right to request economic compensation or to terminate the agreement before expiry on the basis of the actual losses it has sustained.

2. In case Party B fails to pay due to Party A for all the transactions involved in use of the photos, Party A shall charge 1% of the unpaid sum for every one day delay of the payment.

X. Settlement of Disputes

Either party is entitled to apply to Kunming Arbitration Committee for the case in which both cannot reach an agreement over some dispute in the process of the agreement execution.

Attached is a list of the photos.

Signatures on behalf of the two parties:

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