首例奥运转播权 P2P 网络电视 IPTV案件知识产权律师 戎朝

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Legal Service Proposal

Re：Permanent Legal Advising Service

Dear Sir,

It's my honor to take this opportunity to present the permanent legal advising service and submit the legal proposal for the permanent legal advisor employment. I would like to introduce the below proposal for your reference and looking forward to the future cooperation with your company. We will provide legal service with due diligent for the purpose of your company’s interests.

1.        Attorney for Permanent Legal Advising Service

Attorney Rong Chao: Graduated from East China University of Political Science and Law majoring in law. He joined Shanghai Tenwen Law Firm in 2004, and was granted with Lawyer’s Practice License in 2005. In the same year, Attorney Rong undertook the first P2P case with respect of music copyright infringement in China Mainland (Shanghai Push Sound Music and Entertainment Co. Ltd vs Beijing Flight Network Music Software Development Co., Ltd. with respect to the copyright infringement for exchange of music via Kuro (P2P software) for which Attorney Rong was awarded as one of the top ten outstanding lawyers (No. 2) in China by PRC Ministry of Justice. In the following days, Attorney Rong on behalf of the CCTV International, IFPI, Rock Records and Stellar Media Group etc.（for the detailed information please see appendix 1）independently undertook a series of cases with respect to broadcasting right of Olympic Games (including but not limited to (1) CCTV International Network Co., Ltd. vs Century Dragon Information & Network Co., Ltd. for the illegal network rebroadcast infringement of 2008 Beijing Olympic Torch Relay in Climbing Everest; 2）CCTV International Network Co., Ltd. Vs Xunlei Networking Technology Co., Ltd. for network rebroadcast of 2008 Beijng Olympic Torch Relay in Wu Zhong municipality), Edko Films Ltd. vs Beijing UUSEE Mutual technology Co., Ltd. and Beijing Shiyue Network Technology Co., Ltd.(UUSEE IPTV regularly broadcast Huo Yuanjia (Li Lianjie version) without authorization) which was the first network live broadcast infringement case and the nature of the rights was considered as the infringement of the other rights of the copyright owners, Rock Records (Taiwan) Co., Ltd. vs Shen Zhen Computer System Co., Ltd. for the QQ live broadcast infringers the right of the sound record maker, Beijing Wentai Centry Technology Co., Ltd. vs Kingcut Creation (Hong Kong) Co., Ltd. for the software technology protection etc.. The abovementioned cases generated great impact in China in the field of intellectual property right. Additionally, all the case undertake by Attorney Rong since the date of his lawyer’s practice were win or promoted to satisfactory settlement. Furthermore, He also received the interview of several famous media including but not limited to the First Financial Daily, Daily Economic News, China Intellectual Property News, Shanghai Daily, Cable TV, and Billboard. Besides the excellent achievements in the intellectual property right, Attorney Rong has done deep research in the aspect of labor law, company law, tax law, competition law and acquisition, and gained sufficient experiences. In 2008, Attorney Rong was awarded as one of the top excellent lawyers in Jing An District, Shanghai.

2.        Service Scope

Based on the business range, requirement and the former experiences, we proposed to provide the below permanent legal advising services:

1、           Normal Service

1        对贵司的日常经营合同和/或协议进行审核并提供意见或建议；

1.1        Assist your company to draft, review contracts , agreements or other legal documents with respect of joint venture and collaboration, merger and acquisition or the transfer of the material assets, copyright introduction, copyright authorization;

1.2        Analyze from the legal perspective and provide the consulting opinion with respect of the legality and the legal crisis for the business as required by your company prior to the decision making regarding financing and loan, contract management, debt collection, litigation and arbitration;

1.3        Review the internal document as required by your company including shareholder agreement, articles of association, employment contract. In case of any illegality, inconformity or incomplete, legal consulting opinion and the innovation scheme shall be provided;

1.4        As required by your company, review and amend employment contract, service agreement, and intermediate the labor relationship (not related with arbitration or litigation);

1.5        Provide the consulting opinion to your company regarding the intellectual property right including the commercial secret, confidential system for employees etc.;

1.6        Deal with the ordinary complaint via non-litigation way;

1.7        Assist your company to establish and amend the internal regulations as required;

1.8        Attend material conferences and provide legal consulting on the spot if any;

1.9        Assist your company to deal with the relation with the related governmental authority if any;

1.10    Promptly provide PRC laws and regulations in related with your company or the business of your company and help to better understanding the laws and regulations; and

1.11    Deal with other legal affairs authorized by your company and provide other legal service for the purpose of protection the interests of your company.

2、           Specific Service

2.1        Assist your company to draft, review, amend, examine the copyright authorization or copyright contract regarding broadcasting right of music, film, video (including the margin copyright such as the living cast for the material event, gymnasium competition) and other related legal affairs;

2.2        Accept your company’s entrust, participate to the consultation, negotiation and provide legal analysis and reasons with respect of the copyright of films, TVs, videos;

2.3        Provide consultation with respect to the administrative approval, publication for the legal copy, download the on-line broadcasting, value-added service, mobile 3G appliance, IPTV and other order program and order program appliance, and provide legal opinions for the copyright mark of the publication, copyright authorization distribution contract among right owners and other related documents;

2.4        Design the copyright introduction scheme, authorization chain, review the related documents of the copyright provider and issue the legal opinion, assist the copyright introducer to acquire the intellectual property right and other related rights without any flaw;5、应甲方的要求，就甲方已经面临或可能发生的诉讼纠纷，进行法律论证，

2.5        In the aspect of the advanced legal research of intellectual property right, lawyers have ample theoretical accumulation and abundant litigation experiences, we can provide strong legal support as required.

3.        Service Model

3.1        “Professional work division and Team Service”

This is the service idea we carrying out for a long time. Certainly, we will comply with this idea during the legal service providing to ensure your company to get the best legal service.

3.2        “Reasonable Fee”

It is the basic service rule. If your company decided to employ our firm as the permanent legal advisor, we will provide high quality service with the fair, reasonable and preferential fee rate.

3.3        “Comprehensive Legal Service Providing”

It is the undertaking we promise to your company. We will provide legal service for your company and the subsidiary enterprises with the practice moral and dedicated sprit from non-litigation to litigation, from daily company affairs to specific capital operation and financing project, from legal training for the employees to providing the updated legal information and other possible kinds of legal service.

3.4        “Confidentiality”

It is the basic practice criteria of our firm. We will keep confidential information for any information or resources provided by your company and shall not disclose to any third party until consented by your company with the written consent or obliged by laws or regulations.

3.5        “National Service Provider”

It is another undertaking for your company for the permanent legal advisor service. We undertakes that your company will contact any lawyer on the name list provided by our firm to provide legal service at any time, any place and for any purpose.

4.        Legal Service Fee

4.1        The legal service fee shall be charged by working hours that spent on the permanent legal advising service. The normal fee rate is as below: Senior attorney: RMB 1,650——3,000 per hour

Paralegal: RMB 990 per hour

4.2        It will be a great honor for our firm to provide legal services to your company as the fist cooperation and we are looking forwards to the long term relationship, therefore we decide to offer a competitive quotation by discounting our fee rate for RMB 100,000 for 70 hours legal service providing at most in a year. If the working hour over 70 hours, the legal fees for the exceeded time shall be calculated in accordance with the abovementioned 4.1）fee rate.  We will send the time sheet regarding the working hour each month for your confirmation. The legal service for the permanent legal advising shall be settled every 6 month for RMB 500,000 and the working hours over 70 hours shall be settled each month. In case the working hour less than 70 hours in one year, the legal service fee will not pay back and the rest time can be accumulated to the next year.

4.3        In principle, as for the unusual material investment, financing, merger and acquisition (even included in the permanent legal advisor service) and all the litigation or arbitration shall not be included in the abovementioned 70 hours, and we would like to further negotiated with your company for the legal service fee in accordance with the concrete project, the degree of difficulty, the scale of the subject or other elements with the preferential discount.

4.4        Furthermore, all other actual reasonable disbursements of our firm for the benefit of your company in related with the legal service (eg. traveling fee, the substitutive fees to any third party and other disbursement) shall be reimbursed separately.

Thank you again and looking forward to a successful cooperation with you.

Sincerely yours,

Rong Chao              

Shanghai Tenwen Law Firm

[   ], 2009

Appendix 1

CCTV International Network Co., Ltd.

International Federation of the Phonographic Industry

Rock Records (Taiwan) Co., Ltd.

Huayi Brothers Media Group

Shanghai Push Sound, Music and Entertainment Co., Ltd.

Edko Films Ltd.

Edko (Beijing) Film Distribution Co., Ltd.

Stellar Media Co.Ltd.

Beijing Rosat Film &TV Production Co., Ltd.

Beijing Time Film & Music International Entertainment Co., Ltd.

Beijing Ciwen Pictures Company, Ltd.

Beijing Wentai Century Technology Co., Ltd.

Le Shi Mobile Media Technology (Beijing) Co., Ltd.

Shanghai Guan Shi Cultural Communication Co., Ltd.

Guangdong Weikai Audio & Video Product Co., Ltd

Guangdong Wei Jia

Guangdong Peacock Audio Visual Productions Company, Ltd.

Shanghai Yuan Cun Film Co., Ltd.