EXHIBIT 10.1
AGREEMENT ON THE DEVELOPMENT OF RAGNAROK ONLINE
This Agreement is hereby entered into by and between GRAVITY Co., Ltd.
(hereinafter referred to as "GRAVITY") with head offices at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, 146-7, Ssangrim-dong, Jung-gu, Seoul, and ▇▇▇▇▇▇-▇▇▇ ▇▇▇, original
author of Ragnarok cartoon (hereinafter referred to as "▇▇▇") with address on
the ▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, to specify matters
related to the first game title "Ragnarok Online" pursuant to Article 3, Section
4, of the Agreement on the Exclusive License of Copyright Regarding Ragnarok
Game Services concluded between both parties hereto. Now therefore, for good and
valuable consideration, the parties agree as follows:
Article 1: Purpose
The purpose of this Agreement is to specify all matters necessary to the
development and ownership of the online game "Ragnarok Online" by GRAVITY by way
of GRAVITY's exclusive use of ▇▇▇'▇ copyrights to Ragnarok cartoon pursuant to
the Agreement on the Exclusive License of Copyright Regarding Ragnarok Game
Services concluded between both parties hereto (hereinafter referred to as
"Exclusive License Agreement").
Article 2: Definition
Terms herein are defined as follows:
1. "Beta Services" refer to services that are offered free of charge for the
purpose of testing and publicizing games for game development.
2. "Commercialization" refers to the event where, following the Beta Services,
GRAVITY distributes the official commercial versions of Software and then
collects service use fees.
3. "Software" refers to server programs designed to operate servers that provide
"Ragnarok Online" services and client programs designed to connect to such
servers. Client software shall be deemed as single software to the extent that
it is operated on the same type of servers, even if it is developed for multiple
platforms such as personal computers, consumer equipment, mobile devices and
industrial equipment.
4. "Sales Amount" refers to the amount of Ragnarok service use fees which
GRAVITY may legally claim after the Commercialization of "Ragnarok Online" net
of any uncollected amount.
Article 3: Exclusive Rights
1. In accordance with the purpose of the Exclusive License agreement, ▇▇▇
confirms that GRAVITY shall have the exclusive rights to develop, reproduce,
manufacture, sell, service, promote, advertise, publicize and sub-license the
Software.
2. GRAVITY shall have the rights set froth in the preceding paragraph everywhere
in the world, including Korea.
Article 4: Royalty
1. Within one month of the commencement of the Commercialization of the
"Ragnarok Online" game, GRAVITY shall pay to ▇▇▇ KRW 20,000,000 in cash as
royalty, provided that ▇▇▇ shall pay any related taxes.
2. From the commencement of the Commercialization until the termination of
commercial services or the cancellation or termination of this Agreement,
GRAVITY shall pay to ▇▇▇ on a monthly basis 1.5% of the Sales Amount (provided
that the taxes on that 1.5% shall be payable by ▇▇▇).
3. In the event of the Commercialization of services offered overseas, the
amount and payment method for the royalties shall be separately determined by
the parties after mutual consultation, provided that they will be within 1.5% of
the Sales Amount overseas.
Article 5: Notice of Sales Amount
GRAVITY shall provide ▇▇▇ with supporting information for the Sales Amount every
quarter until the end of the commercial services or the cancellation or
termination of this Agreement.
Article 6: Obligations
1. GRAVITY may request ▇▇▇'▇ cooperation as necessary to the production of
"Ragnarok Online" and ▇▇▇ shall exercise his best efforts to so cooperate.
2. GRAVITY shall exercise good faith in game development with respect to the
production of "Ragnarok Online" game, and ▇▇▇ shall provide his maximum
cooperation as the
copyright holder of the Ragnarok cartoon with respect to the scenario, planning,
story-telling, illustration and proofreading.
3. GRAVITY may request ▇▇▇ to provide materials and perform additional work in
the production and promotion of Ragnarok Online, and ▇▇▇ shall be under
obligation to so comply in good faith.
Article 7: Rights
1. GRAVITY shall have preferential rights in making decisions with respect to
the production of "Ragnarok Online".
2. ▇▇▇ may present his opinions as a copyrights holder in the production of
"Ragnarok Online" and may object to the production direction of GRAVITY by
presenting objective supporting evidence in cases where GRAVITY's production
direction may harm ▇▇▇'▇ original Ragnarok cartoon or cause monetary losses. If
▇▇▇'▇ objections are clearly and objectively justifiable, GRAVITY must comply
with ▇▇▇'▇ such objections, absent special circumstances.
Article 8: Production and Distribution of Publicity Materials
1. GRAVITY may produce advertisements and publicity materials and distribute
them for free, but may not sell them for consideration without ▇▇▇'▇ prior
approval. If GRAVITY makes unauthorized sales of these materials without ▇▇▇'▇
prior approval, GRAVITY shall be liable to ▇▇▇ for any resulting damages.
2. Both parties shall do their best to advertise, publicize and promote for the
commercialization of the developed software of "Ragnarok Online" and shall
pursue these efforts through prior consultation to the extent possible.
3. If GRAVITY requests ▇▇▇'▇ cooperation in the production of publicity,
advertising and promotional materials, ▇▇▇ shall do his best to so cooperate.
Article 9: Notice of the Operational Status of Commercial Services
In the event that there is any material change in the operation of the
commercial services of "Ragnarok Online", including suspension, termination and
re-commencement, GRAVITY shall give ▇▇▇ written notice.
Article 10: Termination of Commercial Services
1. In case GRAVITY deems it no longer possible to generate earnings despite
further investments.
2. In case both parties agree to do so.
Article 11: Confidentiality
Both parties shall keep confidential information which they come to know
regarding each other in connection with this Agreement, whether tangible or
intangible, including the other party's technologies, business and operational
management. The parties are under obligation not to disclose such information to
any third party.
Article 12: Termination of Agreement
In the event of any of the following, either party may unilaterally terminate
this Agreement and such termination shall be deemed as notice of claim for
damages:
1. In the event that ▇▇▇ enters into a duplicative license agreement with a
third party, notwithstanding GRAVITY's exclusive rights set forth in the
Exclusive License Agreement;
2. In the event that GRAVITY is unable to produce or sell the Software due to a
third party action based on copyrights, etc.;
3. In the event that GRAVITY intentionally or negligently inflicts harm on ▇▇▇
in connection with the development and sale of "Ragnarok Online" (but only to
the extent that ▇▇▇ presents objectively justifiable supporting materials and
claims quantifiable monetary losses); and
4. In the event of other breaches of this Agreement by either GRAVITY or ▇▇▇.
Provided that, in the event that either party terminates this Agreement for a
reason not specified in this Agreement, the terminating party shall indemnify
the other party for any resulting damages.
Article 13: Compensation for Damages
In the event that this Agreement is terminated due to a breach by either party,
the breaching party shall be subject to civil and criminal liabilities.
Article 14: Amendment of Agreement
The parties may modify, amend or add other provisions as necessary by mutual
consent.
Article 15: Interpretation of Agreement and Jurisdiction
1. Matters not specified herein shall be resolved amicably through mutual
consultation in accordance with general business customs.
2. The initial hearing for disputes arising in connection with this Agreement
shall be held exclusively at the Seoul District Court.
As evidence of their voluntary entry into this Agreement and the meeting of
their minds with respect thereto, both parties shall execute two original copies
of this Agreement, and each party shall keep one copy hereof.
June 26, 2000
/seal/
Joint Representative Director: ▇▇▇ ▇▇▇-gyu (▇▇▇▇▇▇-▇▇▇▇▇▇▇)
/seal/
Joint Representative Director: ▇▇▇ ▇▇▇▇-▇▇▇▇▇ (▇▇▇▇▇▇-▇▇▇▇▇▇▇)
GRAVITY Co., Ltd.
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-▇, ▇▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇
/seal/
▇▇▇▇▇▇-▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
Resident registration number: ▇▇▇▇▇▇-▇▇▇▇▇▇▇
