EXHIBIT 10.9
TECHNICAL ASSISTANCE AGREEMENT
THIS AGREEMENT, made and entered this 1st day of April 1998, by and between
ZD COMDEX & FORUMS INC., a Delaware corporation having a principal place of
business at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx ("ZDCF") and SOFTBANK
FORUMS KK, a Japanese corporation having a principal place of business at 00-0
Xxxxxxxxxx-Xxxxxxxxxxx Xxxx-xx, Xxxxx, 000 Xxxxx ("the Company").
WHEREAS, the Company is engaged in the business of managing and organizing trade
shows and conferences in Japan; and WHEREAS, the Company desires the assistance
of ZDCF in the planning, promotion and administration of its trade shows and
seminars known as: "COMDEX/Japan", "NetWorld + Interop", "Windows NT Intranet
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Solutions", "Xxxxxxx Seminars", "Object World" and still to be determined "New
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Business" events to be held by the Company annually in Tokyo, Japan, and ZDCF
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desires to provide such services to the Company.
NOW THEREFORE, in consideration of the mutual agreement set forth herein, the
parties hereto agree as follows:
1. Services. The following are the services to be performed by ZDCF in
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connection with the shows:
. 1.1. Financial Services. ZDCF shall make available to the Company the
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services of its accounting department to assist the Company with respect to
accounting, control and other financial matters, as the Company requests.
Such services shall include assistance and advice with respect to budgets,
projections, financing issues, bank relationships, cash management,
reporting, accounting, credit and collection.
. 1.2 Public Relations and Marketing. ZDCF shall make available to the
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Company the services of its corporate communications and marketing
departments, including its in-house publishing group - Marcom, for
developing marketing programs, and handling internal and external business
communications. Such services shall include collection and analysis of
information relating to the market for the Events, assistance in the
preparation of internal and external news releases (including graphic
design and printing services), relations with local, national and
international trade and general press organizations, the organization of
news conferences, the preparation of literature related to the Shows for
distribution to the trade, the organization and implementation of
advertising and promotion campaigns, and such other similar matters as ZDCF
and the Company may mutually agree.
. 1.3 Government Affairs. ZDCF's government affairs group shall provide to
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the Company information concerning existing and pending applicable
governmental legislation or policies which may impact the Company's
production of the Shows in the Territory. ZDCF will also maintain a liaison
with governmental officials in the Territory; will assist the Company in
obtaining necessary licenses, permits and authorizations; and will advise
and assist the Company in complying with the laws, regulations, business
and financing practices within the Territory. For the purposes hereof,
"Territory" shall mean Japan.
. 1.4 Logistical Services. ZDCF shall provide logistical and support services
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in the Territory, including assistance to the Shows' exhibitors in
arranging and providing lodging, office space, translation,
transportation and communications facilities and other support services.
. 1.5 Show Floor Design. ZDCF shall make available to the Company the services
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of its operations department to assist the Company with overall Shows
design and design of the show floor space (location of exhibitor booths,
conference areas, keynote halls etc.).
. 1.6 Exhibitor Services. ZDCF shall assist the Company with customer service
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to the Shows' exhibitors, shall provide freight forwarding services to
the exhibitors and shall assist with pre-registration of exhibitors for
subsequent trade-shows to be held by the Company. ZDCF personnel shall
be made available to advise with exhibitor booth set-up and take-down.
. 1.7 Personnel. ZDCF shall assign expert personnel to the Company to perform
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work for and on behalf of the Company in the Territory with respect to
the Shows, but only for the period of the actual Show dates, and at such
occasions other times as may be mutually agreed upon.
. 1.8 Other. ZDCF shall provide such other Show-related assistance as the
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Company may reasonably request from time to time. All services to be
provided hereunder shall be performed at ZDCF's offices, or elsewhere
within the United States, as ZDCF may determine in its sole discretion,
except for the services described in Section 1.7 above.
2. Relationship of the Parties. It is agreed that each of the parties is and
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shall remain an independent contractor and nothing contained in this
Agreement shall be construed to constitute either party as an agent or
employee of the other. This Agreement does not constitute and shall not be
construed as constituting a partnership or joint-venture. The authority of
ZDCF is limited to the performance of the functions as set forth in this
Agreement. Neither party shall have any authority to make any agreement or
incur any liability on behalf of the other party.
3. Charges for Services. In consideration for the furnishing by ZDCF of the
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services to be provided hereunder, the Company shall pay to ZDCF an amount
to be determined by ZDCF and the Company upon review of the level of
services and the time and resource commitment required to be expended by
ZDCF to deliver the services called for hereunder. Payments due hereunder
shall be made on or about December 31st of each year during the term.
4. This Agreement shall be effective on the date hereof, and shall be for an
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indefinite term, but shall be co-terminous with the Agreement to Produce and
shall terminate immediately upon termination of such agreement.
5. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties with respect to services described herein to be provided by ZDCF
to the Company with respect to the Events, and may not be modified or
amended except by a writing duly signed by the authorized representatives of
the parties hereto.
6. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York, USA.
IN WITNESS WHEREOFF, ZDCF and the Company have caused this Agreement to be
executed by their respective duly authorized representatives in the manner
legally binding upon them as of the date first above written.
WITNESS: ZD COMDEX & FORUMS Inc.
__________________________ By: _______________________
Xxxxxxxxxxx Xxxxx/ Xxxxxxx X. Xxxxxx
International Controller Chief Legal Officer
SOFTBANK Forums KK
___________________________ By: ________________________
Xxxxxxxx Xxxxxx/ Controller Xxxxxxxx Xxxxxx/Vice President
