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Hosting Agreement
On 11 April 2000, we entered into a hosting agreement (“Hosting Agreement”) with SPH, our parent
company, pursuant to which we agreed to host certain materials from SPH such as SPH’s Electronic
Newspapers (including The Straits Times Interactive, Business Times Online, The Electric New Paper,
CyBerita, Tamil Murasu Online and ProjectEyeball, a print and online newspaper soon to be launched
by SPH) on our website. These materials include:
(1) news articles, text, photographs, cartoons, graphics, and other items and materials written or
authored by employees of SPH;
(2) news articles, text, photographs, cartoons, graphics, and other items written or authored by
third parties;
(3) news articles, text, photographs, cartoons, graphics, and other items and materials taken from
the “Newslink” electronic database; and
(4) “Classified” “run-ons” in the form of text,
collectively, the “SPH Materials”.
We also agreed to perform related services such as the transfer and updating of the SPH Materials
on our websites and the conversion of the SPH Materials to Hypertext Mark-up language code when
requested by SPH.
SPH shall pay us a fee of $10,000 a month for the above services rendered and the obligations
performed and undertaken by us under the Hosting Agreement.
The Hosting Agreement is effective from 1 March 2000 and shall continue for an initial period up to
31 August 2001. Upon the expiry of the initial term, the Hosting Agreement shall be automatically
renewed for subsequent one-year periods unless either party gives a notice of non-renewal to the
other party at least 90 days prior to the expiry of the initial term or any of the subsequent one-year
periods, as the case may be.
The Hosting Agreement may be terminated by either party if the other party is in material breach
and such breach is not cured within 30 days after written notice, or the other party becomes insolvent,
or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business. In
addition, if our Company breaches the performance standards set out in the agreement, SPH may
terminate the agreement within seven days of written notification of such breach. Further, if the
eyeball traffic for any electronic newspaper falls below the number of pageviews per month set out
in the Hosting Agreement, for a period of three consecutive months, SPH may terminate the agreement
in respect of such electronic newspaper.
Licence Agreement
INTERESTED PERSON TRANSACTIONS
We also entered into a licence agreement (“Licence Agreement”) with SPH on 25 April 2000. Under
the Licence Agreement, SPH agreed to grant to us the worldwide non-exclusive rights and licences,
to, amongst other things, reproduce, publish, broadcast, adapt and generally use the SPH Materials
(the “Content Licensing Rights”) and relevant intellectual property rights (“Trade Mark Rights”) including
without limitation to SPH’s mastheads, trade marks and domain names (collectively, known as the
“Licensing Rights”). We are also granted the right to sub-license the Content Licensing Rights to any
of our wholly-owned subsidiaries (other than Zaobao.com Ltd) and any third party subject to the
terms and conditions of the Licence Agreement.
The Licence Agreement is effective from 1 March 2000 (“Effective Date”) and shall continue for a
period of nine years. Upon the expiry of the first three-year period (the “Initial Period”) from the
Effective Date and subsequent three-year periods (“Interim Period”), we may at our sole discretion,
give notice of termination to SPH at least 90 days prior to the expiry of the relevant period.
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