Exhibit 10.25
Translated From Japanese
KDDI
Business Assignment Agreement
KDDI (hereinafter called "Ko") and Global Hotline, Inc. (hereinafter called
"Otsu") hereby make an agreement concerning the entrusting and acceptance of
obtainment of applications and others relating telecommunication services and so
forth (hereinafter called "Theses Services") as stipulated in the separate
sheet.
[These Services]
Article 1 Ko shall entrust Otsu with the business stipulated in each of the
following sections (hereinafter called "This Business") for the
purpose of promoting the utilization of These Services and Otsu
shall accept it. The details shall be stipulated in the separate
sheet.
(1) Business to obtain the applications for These Services and
respond to the customers by telemarketing
(2) Affairs pertaining to the previous section
[The Course of Accomplishment of Business]
Article 2 Ko and Otsu shall execute the operation guidebook (inclusive of
scripts, guide, and manual) regarding the course of accomplishment
of This Business.
2 Otsu shall accomplish This Business following the operation
guidebook in the previous section with the precaution of managers
with good intention.
3 Ko and Otsu shall determine the monthly goals to achieve by This
Business through discussion and revise them considering the track
record and so forth.
4 If Ko recognizes that the methods and others to accomplish This
Business by Otsu is inappropriate, or judges that it is difficult to
achieve the goals in the previous section, Ko can request Otsu to
improve the methods and so forth to accomplish This Business and
Otsu shall have to improve them immediately in response to it.
5 Otsu shall operate This Business in the areas that Ko shall
designate. Ko shall be able to designate the areas at any time and
Otsu shall accept them immediately.
[Responding to Customers]
Article 3 If the customers directly or indirectly made inquiries of Otsu in
its accomplishing This Business, it shall have to immediately report
to Ko on them, respond to and process them on its own
responsibility.
[The Places, Dates, and Timeslots of Accomplishment of Business]
Article 4 The places, dates, and timeslots of accomplishment of This Business
shall be stipulated in the separate sheet.
[The Employees Engaged in This Business]
Article 5 Otsu shall determine its employees to be engaged in This Business
(hereinafter called "The Employees engaged in This Business") and
notify Ko of them in writing in the form Ko shall designate if it
requests for them.
- 1 -
2 Otsu shall select a person to take charge of This Business and
notify Ko of it in writing in the form Ko shall designate. It shall
also do the same upon changing it. However, it shall not be allowed
to appoint any temporary employee such as a part-timer as the person
in charge of it.
3 Ko shall determine the methods to accomplish This Business and the
other items necessary for Otsu to accomplish it through conferences
between the person in charge as is stipulated in Section 2.
4 Otsu shall make The Employees engaged in This Business observe the
obligations stipulated in This Contract, and take all
responsibilities concerning the accomplishment of This Business by
The Employees engaged in it. If an Employee engaged in This Business
caused a damage to Ko, Otsu should take the responsibility for it
jointly with the person in charge of it even if it did not neglect
to pay appropriate attention concerning the selection and
supervision of
[Responsibility for the accomplishment of This Business]
Article 6 Otsu shall bear all the responsibility regarding the accomplishment
of This Business and if it should receive protests or complaints
from a customer, or if it should cause damage to Ko or its
employees, customers, or the other third parties, or if it should
cause a dispute, Otsu shall immediately report it to Kou and
concurrently process all the matters on its own responsibility and
at its cost not to cause any troubles to Ko.
2 If a customer or another third party should make any appeal, or
protest or claim against Ko proceeding from Otsu's performance to
accomplish This Business, Otsu shall defend Ko from it or cooperate
with Ko to resolve it. In case Ko should suffer any damage due to
this dispute or else, if Otsu is to be blamed for the cause, Otsu
shall be liable to compensate Ko for the damage, and the damages
shall be determined through conference between Ko and Otsu.
[Responsibilities in pursuant to Labor Law]
Article 7 Otsu shall observe the acts and rules in pursuant to the Labor
Standards Law, the Workers' Accident Compensation Insurance Law, the
Health Insurance Law, the Employment Insurance Law and others, and
bear all the responsibilities stipulated in these laws and so forth
as an employer or a business operator.
2 If casualties and/or other accidents occur among employees engaged
in This Business, Otsu shall process all the matters on its own
responsibility and at its cost not to cause any troubles to Ko.
[Commission fee and so forth]
Article 8 Ko shall pay Otsu the commission based on the commission payment
standard provided in the separate sheet.
2 Ko and Otsu shall be able to change the amount of the commission fee
through conference if either of them recognizes it as unfair.
3 Ko shall sum up the commission fee incurred in each month of the
year and pay the total for the month with the amount equivalent to
the consumption tax and local consumption tax added (hereinafter
called "the Commission fee and so forth" together with the
commission fee) into the bank account that Otsu shall designate by
the last day of the month following the month with closing date. The
due, however, shall be the following business day if it falls onto a
holiday of this bank.
- 2 -
[Offset]
Article 9 In the case Ko bears monetary liabilities to Otsu under this
contract, Ko shall be able to offset the liabilities with Otsu's
monetary liabilities (inclusive of the indefinite liabilities)to Ko
under this contract or other contracts made between the two parties
at any time, irrespective of the due date without any advance
notification or demand.
[Business report]
Article 10 Otsu shall have to report to Ko regarding the performance status of
This business regularly or on Ko's request in the formats that Ko
shall separately designate (including the monthly telemarketing
performance report).
[Education and training to the personnel engaged in This Business]
Article 11 Otsu shall properly give education and training to the personnel
engaged in This Business under the contract period to let them
acquire the knowledge and others that are necessary to accomplish
it.
[Prohibition of the transfer and sub-consignment of the rights and duties]
Article 12 Otsu shall not transfer all or part of its rights and duties under
This Contract to the third party nor offer them as security for
itself or the third party.
2 Otsu shall not sub-consign This Business to the third party,
however, which shall not apply if Ko accepts it through the advance
conferences between Ko and Otsu.
3 If Otsu sub-consigned This Business after obtaining the consent
provided in the previous section, it should have its sub-consignee
comply with its duties stipulated in This Contract, and should be
entirely responsible for the sub-consignee's actions.
[Observance obligation]
Article 13 Concerning This Business that Otsu has been consigned, it shall
comply with the Telecommunication Business Law and other related
laws, and/or the contract stipulations regarding this service, and
the items to observe in This Business in the separate sheet [2] and
sincerely implement them.
2 All the transaction conditions that Otsu shall offer to its
customers in accomplishing This Business, shall be regulated by the
contract stipulations and so forth.
[Confidentiality obligation]
Article 14 Otsu shall must not disclose or leak Ko's confidential information
that it could learn in connection with the conclusion or performance
of This Contract to the third party, and it shall not use it for any
other purpose but performance of This Contract.
2 Otsu shall hold its board of directors and employees (inclusive of
those who retired from either of them, which shall apply
hereinafter.) under obligation of the confidentiality stipulated in
the previous section, and if any of its director on the board or
employee should violate it, it shall be considered to have violated
it.
3 Regarding the information on Ko's customers, "the Memo on the
protection of customers' information and confidentiality" concluded
between Ko and Otsu on July 3rd (third), 2007 shall be applied with
priority.
- 3 -
[Intellectual property right]
Article 15 The copyright over the manuals and other materials which was made in
the process of performing This Business shall solely belong to Ko.
If, however, dissent occurred regarding how to deal with the
intellectual property right, Ko and Otsu shall sincerely confer on
it separately.
[Modification on the Contract]
Article 16 If Ko intends to change an article of This Contract, it shall notify
Otsu of it in writing in advance.
2 If the writing conveying Otsu's objection to the said modification
has not reached Ko from Otsu within 10 (ten) days after the day on
which the notification stipulated in the previous section has
reached Otsu, or in the event that Otsu has dealt with This Business
involved in the said modification according to the modified contents
after the initial date to implement it that Otsu shall designate in
its notice of the modification, Otsu shall be considered to have
accepted it, and the articles of the contract concerned shall be
hereby considered to have been modified.
3 If the writing conveying Otsu's objection to the said modification
has reached Ko from Otsu within the period stipulated in the
previous section, Ko and Otsu shall sincerely confer on the pros and
cons of the said modification to process and/or resolve it smoothly.
[Termination]
Article 17 Ko or Otsu, even during the effective period of This Contract, shall
be able to terminate This Contract by notifying the other party in
writing 30 days before the termination date.
2 In the event that This Contract has been terminated in pursuant to
the previous section, the commission fees and so forth shall be
settled by the methods that Ko shall designate.
[Cancellation]
Article 18 If Ko or Otsu should fall into any of the following items, the other
party shall be able to cancel This Contract immediately without
being required of any procedure, i.e. a notice, demand and so forth.
(1) Breach of even a single article of This Contract, the breach has
not been corrected despite the other party's demand for
correction in an appropriate period of time;
(2) Dishonesty in connection with the performance of This Business;
(3) Frequent protests or complaints from customers regarding the
performance of This Business due to the matters that Otsu is to
be blamed for, which have not been stopped despite the demands
to correct them in an appropriate period of time, or if damage
has been given to customers due to the matters that Otsu is to
be blamed for;
(4) Court order or notice of seizure, or provisional seizure, or
provisional disposition has been sent, or in the case of the
receipt of petition for auction, or disposition for tax
delinquency;
(5) Disposition of suspension of payment, or the commencement of
bankruptcy procedure, or civil revitalization, or corporate
reorganization, or special liquidation;
- 4 -
(6) An administrative sanction by the competent authorities, or
discontinuance of business;
(7) Protested bills that were drawn or accepted by either Ko or
Otsu, or dishonored checks that were drawn by either of them;
(8) Liquidation
(9) Abasement of the other party's honor and/or credit, or
significant damage inflicted to the other party, or such a risk;
(10) and besides, critical changes in Otsu's assets, credit, or
solvency and so forth
2 If any of the items in the previous section applied, Ko or Otsu
should be liable to compensate the damage the other party has
suffered irrespective of whether the cancellation of This Contract
occurred or not, and the amount of compensation should be determined
through conference between Ko and Otsu.
3 If This Contract was cancelled in pursuant to Section 1, Otsu should
abandon its claims for all the payment except for its claim for the
due commission fees incurred prior to the cancellation date in
pursuant to This Contract, without being required of its
manifestation of intention, and should not claim Ko for anything.
[Valid period]
Article 19 The valid period of This Contract shall be from October 1, 2007 to
December 31, 2007.
[Procedure after the expiry]
Article 20 When This Contract has expired, Otsu shall have to immediately
return Ko all the goods, documents and so forth that Ko lent in
pursuant to This Contract.
2 Even after the expiry of This Contract, Article 5 Section 4,
Articles 6, 7, 9, 12, 14, 15, Article 18 Section 3, Articles 20, and
21 shall remain effective.
[Competent Court]
Article 21 Regarding disputes concerning This Contract, the Court with
jurisdiction over the location of Ko's head office shall be the
competent court dedicated to the first instance.
[Agenda]
Article 22 In the case of items that are not stipulated in This Contract or
dissent in interpretations of an Article or a Section of This
Contract, Ko and Otsu shall sincerely confer each time and promptly
resolve them.
IN WITNESS OF This Contract that has come to effect hereby, two copies of it has
been executed, onto which Ko and Otsu each has put its own signature and seal to
be stored to each.
September 27, 2007
Ko: Otsu:
Representative /s/ Xxxxxxx Xxxxxxx Representative /s/ Xxxxxx Xxxx
KDDI Corporation Global Hotline, Inc.
10 - 10, Iidabashi 3-chome 11F Nishi-Shinjuku Showa Bldg.
Chiyoda-ku, Tokyo 00 - 00, Xxxxx-Xxxxxxxx 0-xxxxx
Xxxxxxxx-xx, Xxxxx
- 0 -
Separate Sheet
[1] The Services
This Business shall involve the following communication services and so
forth:
(1) MYLINE and MYLINE PLUS services
(2) Services for catching calls from the fixed phones on the mobile phone
(3) Free call services
(4) Other telecommunication services that Ko shall separately designate
[2] Items to observe in This Business
Otsu, in acquiring the application forms (inclusive of the CD-ROM to be used
for the online application, which shall be applied hereinafter), shall in
principle observe the items stipulated as follows:
(1) Confirm that the application is intended by the customer.
(2) Confirm that the application form has been signed off, sealed by the
customer who is applying and also that his/her address, name, the
contract phone number, and the items that Ko needs are properly entered.
(3) If Otsu acquired an application from the customer as a result of its
calls, ensure that the address, name, the contract phone number, the
application type or the type of charge to apply the customer, and the
items that Ko needs have been properly entered in the documents that Ko
designates.
(4) Confirm that the customer has adequate understanding regarding the use
methods and conditions.
[3] Places to accomplish the business
(Main place to implement the business)
Otsu shall accomplish This Business at the following locations:
11F Nishi-Shinjuku Showa Xxxx.
00-00, 1- chome Shinjuku
Shinjuku - ku, Tokyo
8F Hakuho Xxxx.
00 - 11, 5 - chome Shinjuku
Shinjuku - ku, Tokyo
[4] Days and time slot and so forth to accomplish the business
1. The days and time slots for Otsu to accomplish This Business shall be
from 9:00 to 18:00, form Monday through Friday (hereinafter called
"Business days").
2. The total hours of operation in each month of the year to accomplish
This Business (hereinafter called "Standard hours") shall be as shown in
the following table:
- 6 -
Month of the year Standard hours
----------------- --------------
October 35,200 hrs.
November 36,800 hrs.
December 30,400 hrs.
3. If Otsu had to operate differently from what the two aforementioned
sections stipulate, for responding to its customers and other reasons,
it should so implement after obtaining Ko's approval in advance.
[5] Standard for the payment of commission fees
1. Commission fees
The commission fees that Ko shall pay Otsu from July to September shall
be monthly 130,000,000JPY (exclusive of consumption tax and so forth).
2. Irrespective of the provision in the previous section, if the total
hours of operation (with less than 15 minutes omitted: Hereinafter
called "Actual hours of operation") was under the Standard hours, the
amount of the commission fees (exclusive of consumption tax and so
forth) for the month shall be calculated using the following formula:
(Amount of the commission fee) = 130,000,000JPY x (Actual hrs. of
operation) / (Standard hrs.)
3. Measurement of Actual hours of operation shall follow separate methods
that Ko and Otsu shall agree. Regarding the number of hours that Ko has
admitted to be appropriate to accomplish This Business, it can be
included in the Actual hours of operation.
4. Otsu, on each business day, shall report Ko the total Actual hours of
operation in the booths spent for This Business on the previous business
day. In the case that Otsu implemented This Business on other days than
business days based on Section 3 under [4], it should make the report on
the following business day.
5. Ko shall be able to audit Otsu's books/ledgers, records and so forth as
many times as it may wish to examine whether the contents reported from
Otsu in pursuant to the previous Section is correct or not by notifying
Otsu of it in advance.
6. Even if Actual total hours of operation in each month was longer than
the Standard hours for each month of the year, the amount of commission
fee stipulated in the Section 1 shall not be changed.
THE END
- 7 -
