LICENSE AGREEMENT ON PANG PANG TERRIBLE JOYTOTO CO., Ltd. JOYTOTO AMERICA, INC.
XXXX
XXXX TERRIBLE
2007.
02. 23
JOYTOTO
CO., Ltd.
JOYTOTO
AMERICA, INC.
This
is a
license agreement on Licensor’s Casual Game, Xxxx Xxxx Terrible(herein after
“Xxxx Xxxx Terrible”), where this agreement is entered between JOYTOTO CO.,
LTD., the Licensor, a KOREAN company organized and existing under the laws
of
the Republic of Korea, having its principal office at 3FL. sungwoo Xxxx, 000-0
XxxXxx-xxxx, Xxxxxxx-Xx, Xxxxx, Xxxxx 135-220, and JOYTOTO AMERICA, INC., the
Licensee, a American company organized and existing under the laws of USA,
having its principal office at 0000 Xxxxx Xxxx, Xxxxx #000 Xxxxx Xxxxx XX
00000.
---MEMO---
|
1.
|
Material:
|
Xxxx
Xxxx Terrible
|
|
2.
|
Condition:
|
Exclusive
THREE (3) Year License Agreement on Signing
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|
3.
|
Amount:
|
FOUR
HUNDRED THOUSAND US DOLLARS (US$400,000)
|
|
4.
|
Revenue
Share:
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30%
of net sales
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5.
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Install
Location:
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USA
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2007.01.26
JOYTOTO
CO., LTD.
3FL.
sungwoo Xxxx, 000-0 XxxXxx-xxxx, Xxxxxxx-Xx, Xxxxx, Xxxxx
135-220
Signature:
___________________________
Company
Representative: Xxx, Xxxxx Xxx
Country:
REPUBLIC OF KOREA
JOYTOTO
AMERICA,INC.
0000
Xxxxx Xxxx, Xxxxx #000 Xxxxx Xxxxx XX 00000
Signature:
___________________________
Company
Representative: Xxxxx Xxx
Country:
United Sates of America
-
Section 1 General Terms -
RECITALS
Whereas,
Licensor possesses rights to a certain Game Title, which it refers to as “Xxxx
Xxxx Terrible”; and the Licensor should have the ownership of such software or
have the right to sub-license. Whereas, Licensee desires to license such certain
Game Title for operating online game service in the Territory and Licensor
is
willing to grant to Licensee an exclusive license for such purposes on the
terms
and conditions set forth herein.
NOW
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the parties hereto hereby agree as
follows:
Clause
1 (Purpose)
The
following agreement is to provide and supply Game from the Licensor to the
Licensee where Licensor possesses the rights to Xxxx Xxxx Terrible. The purpose
of the agreement herein is to specify responsibilities, rights, and the specific
license terms and conditions for both participating parties.
Clause
2 (Cooperation)
Licensor
and Licensee will cooperate and aid each other to mutually benefit in good
faith
and sincerity with regards to the Beta Service & Commercial Service of
Game mentioned
herein.
Clause
3 (Agreement Territory)
The
Agreement Territory for the servicing of Game received
by Licensee and provided by Licensor shall be within the boundaries of the
USA.
Clause
4 (Definitions)
In
this
Agreement, otherwise stated elsewhere, all definitions of the terms used in
this
Agreement are as follows.
| 1. |
“Licensor”
represents JOYTOTO CO., LTD. who has the rights of Xxxx Xxxx Terrible,
where the Licensor shall supply Xxxx Xxxx Terrible for the
Licensee.
|
| 2. |
“Licensee”
represents JOYTOTO AMERICA, INC. where Licensee acknowledges the
right to
service Xxxx Xxxx Terrible within the Agreement
Territory.
|
| 3. |
“Game
Title” represents one CASUAL game, Xxxx Xxxx Terrible, which the Licensor
has developed or possesses the rights to (hereinafter “Xxxx Xxxx
Terrible”)
|
| 4. |
“Server
Software” represents the program which manages the Client Software which
is the platform of the game title
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| 5. |
“Client
Software” represents game title programs which connects the server
software and the users by creating a servicing environment (hereinafter
“Client Software”).
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| 6. |
“Agreement
Territory” represents the Territory which Licensor approves the Licensee
to service Game where the boundary of this Territory is limited to
the
region of USA (hereinafter “Agreement Territory”).
|
| 7. |
“Service”
represents the Licensee servicing Game to the general public within
the
agreement Territory with marketing, advertisement, free services,
and pay
services, where the Licensor has provided and granted the servicing
rights
of Xxxx Xxxx Terrible in the Agreement
Territory.
|
| 8. |
“Localization”
means that the Game Title shall be translated into the language which
is
used in the Agreement Territory for servicing purpose, and some materials
shall be adjusted accordingly, considering the culture differences
of the
servicing territory, also, in addition to any technical support that
is
needed by the servicing party shall be
provided.
|
| 9. |
“Web
Page Operation” represents the visual operation of each web page, which
includes the program coding and the graphic design process (hereinafter
“Web Page Operation”)
|
| 10. |
“User”
means the end-users who will connect to the Server Software through
the
internet to play “Xxxx Xxxx Terrible” in the Territory and is consisted of
“Free Users” and “Pay Users”
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| 11. |
“Free
Service” means the test purposed service operation before the Pay Service
Date.
|
| 12. |
“Pay
Users” consists of all users using the game service and paying a fee to
use such services provided by Xxxx Xxxx
Terrible.
|
| 13. |
“Users
DB” consists of all specific user information obtained by registered
users
and the Log Data created from the using Xxxx Xxxx
Terrible.
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| 14. |
“Open
Beta Service Date” means the date when Xxxx Xxxx Terrible test services
including advertisement will be launched to serve the general
public.
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| 15. |
“Pay
Service Date” represents the date when the Pay Service is commenced to
serve the general public after the Service Date of Xxxx Xxxx Terrible
within the agreement Territory.
|
| 16. |
“Maintenance
& Repair” represents general updates and patches with regards to the
maintenance of Game after the Service Date. Licensor shall provide
Maintenance and Repair orientation for the employee’s of the Licensee so
that Licensee may provide basic maintenance for Game itself. The
training
for the Maintenance & Repair shall be conducted before the Open Beta
Service Date. The main responsibility for the Maintenance & Repair for
the game title serviced within the agreement Territory shall be
responsible by the maintenance & repair personnel working for the
Licensee who will be trained by the Licensor, and the Licensor shall
provide problem solving support by any mode or technical support
via
email. The obligation of the Maintenance & Repair by the Licensor is
limited to and will not exceed the boundaries of the initial contents
provided by the Licensor for the
Licensee.
|
| 17. |
“Licensed
Materials” represents the graphic materials and introduction documents of
Game which are to be used for advertising and marketing of the game
title,
where such materials are authorized for use by the Licensor and provided
to the Licensee.
|
| 18. |
“Licensed
Programs” represents
the game title and server & client software for the which are granted
for servicing purposes to the Licensee by the Licensor, where the
Licensee
may only use these programs for the sole purpose of servicing
Game.
|
| 19. |
“Royalty”
represents the receivable royalty payments from the Licensee to the
Licensor in order to compensate for the Maintenance & Repairs services
provided by the Licensor during the agreement
period.
|
| 20. |
“Gross
Sales” represents the aggregate total sales generated by Xxxx Xxxx
Terrible which is provided by the Licensor for the
Licensee.
|
| 21. |
“Net
Sales” represents the total sales amount which xxxxxxxx & service fees
(15% fixed rate of Gross Sales amount) are subtracted from Gross
Sales.
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| 22. |
“Secondary
Copyright Proprietorship” represents all copyright ownership of Game that
have been modified which are derivations of the original game title
provided by the Licensor to the
Licensee.
|
| 27. |
“Trademark
Rights” represents rights of the Game for Korean, and English name and/or
title including but not limited to writings.
|
| 28. |
“Character”
represents the graphic avatar represented in Xxxx Xxxx
Terrible.
|
-
Section 2 Grant of License -
Clause
5 (Grant of License)
The
Licensor hereby grants the Licensee an exclusive license to use Game, the server
software, the client software, and additional programs and trademarks related
to
Game for THREE (3) Years after signing the Contract Agreement
herein.
Clause
6 (Trademarks)
| 1. |
The
Licensee is granted by the Licensor to advertise and promote Game
by using
the service xxxx, trademark, logo, slogan, characters, and any other
additional implied trademarks.
|
| 2. |
Trademark
registration of Game or regarding any localized version of Game and/or
derivative version of Game shall be registered in the Licensor’s name
where the Licensee shall provide necessary help in obtaining such
trademarks. If Game or such derivative version of the game title
has been
registered in the English Language, the trademarks shall be solely
owned
by the Licensor. However, the Licensee may use the registered trademarks
and the domain freely during the duration of the Agreement
period.
|
Clause
7 (Production of Copies)
| 1. |
The
Licensee may not produce or reproduce copies of the server software,
Administration manuals, master CDs and etc that are directly or indirectly
related to the Game. The Licensee may not make any copies of the
Licensor’s tangible and intangible intellectual properties and/or
assets.
|
| 2. |
If
such copies of related materials are needed, the Licensee may only
obtain
through the consent of the Licensor in written notice. All related
materials are considered secret where no material shall be given
to any
other 3rd
party.
|
| 3. |
If
the above clause 7.1 and/or clause 7.2 are in breach, the Licensee
is held
responsible for the damages where the Licensor may terminated the
Agreement herein immediately without notice to the pursuant
party.
|
| 4. |
The
distribution of the client software for marketing purposes is allowed,
however; additional materials for the use of marketing Game in the
agreement territory shall be aggressively supported by the Licensor.
Moreover, such created marketing materials by the Licensee shall
be sent
to the Licensor for confirmation
purposes.
|
Clause
8 (Grant of Reuse)
The
Licensee may not reveal any information of the contract agreement herein and
may
not transfer the rights to use the trademarks to any other 3rd
party.
If the Licensee is in breach of such clause then the Licensee is held
responsible for the damages where the Licensor may terminated the Agreement
herein immediately without notice to the pursuant party.
Clause
9 (License Territory, License Type, License Period)
| 1. |
The
license that are granted by the Licensor to the Licensee is as
follows.
|
| A. |
License
Territory: USA
|
| B. |
License
Type: Exclusive Usage License
|
| C. |
License
Period: THREE (3) Years from commercial service
date
|
-
Section 3 Payment Details -
Clause
10 (Agreement Amount & Payment Period)
| 1. |
The
Installation Fee of Xxxx Xxxx Terrible in the agreement territory
is FOUR
HUNDRED THOUSAND US DOLLARS
(US$400,000)
|
| 2. |
The
payment shall be provided to the Licensor in the following manner:
FOUR
HUNDRED THOUSAND US Dollars (US$ 400,000) is due and shall be
wire-transferred to the Licensor’s designated account within 30 days after
contract signing.
|
Clause
11 (Royalty, Payment & Billing Method)
| 1. |
Royalty
Fee is a compensation for the continuous support by the Licensor
which is
excluded from the installation fee of Game. This payment consists
of the
30% of the Net Sales earned by the licensee from servicing Game in
the
Agreement Territory by charging the Pay Users, where this Royalty
Fee
shall be paid by the Licensee to the Licensor during the entire Agreement
Period
|
| 2. |
The
Licensee shall settle Royalty accounts and notify the Licensor of
the
amount of Royalty paid; this information will be sent to the Licensor
by
facsimile or by email on the last day of each 1 months. Royalty fee
shall
be paid every 1 month and if the last date of a certain month is
considered a national holiday or is a non-business day, then notification
and the settlement of account shall be made on the following day.
The
Licensee agrees to pay the royalties to the designated bank account
by the
Licensor within 3 month from its original revenue generation
date.
|
| 3. |
In
order to fully verify the exact amount, the Licensor shall be granted
rights for the use of the Billing DB account of the Xxxx Xxxx
Terrible.
|
Clause
12 (Compensation for Delay of Payment)
| 1. |
If
the Licensee fails to make payments regarding the payment schedule
and
amount set forth in clause 10 and 11 herein, the Agreement shall
be
terminated immediately. Starting from the following day until the
actual
payment date, the Licensee will compensate the Licensor according
to any
Korean law (18% annual interest rate) applicable to such compensation
for
delay of payment
|
| 2. |
If
the delay of payment exceeds a period of sixty (60) days, the contract
agreement may be terminated by the Licensor without
notice.
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Clause
13 (Payment Transfer)
| 1. |
All
payments and wire transfers shall be done in American Dollars to
the
designated bank account by the
Licensor.
|
| 2. |
Licensor
shall send out the original copy of detailed invoice and Bank Information
each month to the Licensee via postal
service.
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Clause
14 (Applicable Taxes)
|
1.
|
All
payments made by the Licensee to the Licensor including installation
and
the Royalty fees do not include any taxes. The Licensor is not responsible
for any charges or taxes that may applicable to any payment from
the
Licensee, including but not limited to sales, use, property, license,
value-added, franchise, income, withholding or similar taxes, customs
or
other import duties other than taxes imposed on the payment to the
Licensor by Korean government based on Licensor’s net income. When such
tax payments have been paid by the Licensee, Licensee agrees to send
the
official tax receipt(s) to the Licensor
promptly.
|
| 2. |
The
Licensee hereby agrees to be responsible of all costs and necessary
actions needed to satisfy the Licensor’s demands on applicable usage fees,
payments, and transfers, also including registering related materials
set
forth in this agreement. Both parties, the Licensee and the Licensor,
shall be liable for the cost of sending required notifications, reporting
and submitting of related materials to the pursuant
party.
|
-
Section 4 Reporting & Record Inspection -
Clause
15 (Reporting Responsibilities & Preservation)
| 1. |
When
the Licensee makes Royalty payments for the Licensor, the Licensee
is
required to supply finance documents stating Gross Sales calculations
of
Xxxx Xxxx Terrible as well as service & server management
details.
|
| 2. |
Also,
the Licensee is responsible to keep and record all Royalty payments
made
for the Licensor.
|
| 3. |
The
Licensee will supply the Licensor with a User DB and Billing DB account
where there is information on usage time and added costs, and all
other
calculations of royalty payment for each
month.
|
| 4. |
The
Licensee shall notify the Licensor immediately in case there is any
change
in the server installment location or the number of
servers.
|
Clause
16 (Inspection)
| 1. |
The
Licensor retains the right to conduct an audit or hold an actual
inspection, if required, regarding the Gross Sales which consists
of the
servicing of Xxxx Xxxx Terrible in order to verify and confirm the
details
of the server management and financial documents provided to the
Licensor
by the Licensee.
|
| 2. |
If
the results obtained by the Licensor during such inspection are confirmed
to be different from the truth then the Licensor may demand such
damage
compensation from the Licensee. Regarding clause 16.1, if such difference
in information provided originally by the Licensee for the Licensor
is
less than 3% from the original information provided, then all costs
for
such an inspection shall be responsible by the Licensor. Moreover,
if such
difference in information provided originally by the Licensee for
the
Licensor is more than 3% compared to the original information provided
by
the Licensee, then all costs for such an inspection shall be responsible
by the Licensee.
|
-
Section 5 Delivery & Receipt of Materials -
Clause
17 (Method of Delivery)
| 1. |
The
Licensor shall install Xxxx Xxxx Terrible in the agreement territory
with
the assistance of the Licensee.
|
| 2. |
The
Licensor shall install Xxxx Xxxx Terrible including server numbers
and
hardware devices in Korea and Licensee move these items to the USA
for
service operation.
|
Clause
18 (Costs)
| 1. |
The
Licensor shall responsible for the development of
localization
|
| 2. |
The
Licensee will provide all necessary cost and fees when Licensor’s
employees need to travel to Licensee’s region for any
support.
|
-
Section 6 Technical Support & Training -
Clause
19 (Maintenance & Upgrade)
| 1. |
The
maintenance and repair period of the game title by the Licensor is
THREE
(3) years.
|
| 2. |
The
Licensor shall immediately act to maintain and repair the server
software
and client software with regards to the individual contracts during
the
duration of the contract.
|
Clause
20 (Hacking)
| 1. |
The
Licensee shall protect and prevent the hacking of the service of
Game
provided by the Licensor in the best possible way
known.
|
| 2. |
The
Licensee shall notify the Licensor immediately in finding any such
hacking
incidents and specific outcomes of such hacking incidents by using
Fax or
electronic mail (e-mail).
|
| 3. |
Licensor
shall undertake the necessary technical support and updates to
troubleshoot such hacking
activities.
|
| 4. |
The
Licensee shall always be aware of such hacking intrusions where the
Licensee is responsible for such hacking intrusions if and when it
occurs.
|
| 5. |
The
Licensor shall take extra care to observing the Hacking Quarantine
Filtering and Patch Programs. The Licensor shall also analyze various
Log
Records of Game to confirm no issues would
arise.
|
| 6. |
If
there are hacking issues due to a fatal error of the game software,
resolving such issues shall be mutually agreed by both participating
parties at a later time.
|
| 7. |
The
Licensee shall be aware of and prevent any in-house personnel hacking
in
the agreement territory regarding the game title which the Licensor
has
provided. If there are any losses and damages made by such hacking
intrusions, all responsibilities of losses are borne by the Licensee.
|
-
Section 7 Rights & Responsibilities of Licensor and Licensee
-
Clause
21 (Licensee’s Rights and Responsibilities)
| 1. |
“The
Licensee may not make copies or derivative copies of Game. The Licensee
may not supply tangible or intangible properties with regards to
Game or
any intellectual properties of Game to any third party without the
written
consent of the Licensor. The distribution of the client software
for
marketing purposes is allowed, however; additional materials for
the use
of marketing Game in the agreement territory shall be supported
aggressively by the Licensor. Moreover, such created marketing materials
by the Licensee shall be sent to the Licensor for confirmation
purposes.
|
| 2. |
The
Licensee shall decide the number of servers and its location within
the
agreement territory. The Licensee will also provide at their own
expense
the cost and expenses for server hardware equipment, Internet broadband,
and appropriate network equipment for the purpose of servicing in
the
Agreement Territory.
|
| 3. |
The
Licensee shall bear all costs regarding marketing costs, operate
and
maintain management, servicing, customer support via telephone
or internet
homepage and manage payments received in regards to the servicing
of
Game.
|
|
4.
|
Web
page construction and additional web construction work shall
be done by
the Licensee.
|
|
5.
|
The
Licensee agrees to create, operate and manage a team at their
offices,
solely for the purpose of the success of Game, and such a
team shall be
created after this Agreement is signed between the Licensee
and the
Licensor.
|
|
6.
|
The
Licensee shall bear all costs regarding hardware and software
for the
service of Game.
|
Clause
22 (Licensor’s Rights and Responsibilities)
| 1. |
The
Licensor shall provide technical support for the Licensee during
the
duration of the contract agreement with regards to the servicing
of Game.
Technical support shall be conducted but not limited in using electronic
mail (e-mail), Fax and provide engineers to
licensee.
|
| 2. |
Any
additional supply of game titles to the Licensee by the Licensor
after the
successful installation of Game in the agreement territory, individual
contracts shall be made where the game title is to be provided after
such
negotiated compensation.
|
| 3. |
The
Licensor has no responsibility to any mistakes made by the Licensee
and
the Licensor shall not be responsible in any
way.
|
| 4. |
The
Licensor is responsible for all outcomes created by any problems
of the
provided game title, Pang Terrible. However, the Licensor is not
responsible for any losses caused by any natural disasters in the
agreement territory and the Licensor does not have responsibility
over
outcomes of any criminal related activity made by users using Xxxx
Xxxx
Terrible service in the Agreement
Territory.
|
| 5. |
Localization
work shall be done by the Licensor where all translation of applicable
documents including but not limited to in-game texts and image files
are
responsible by the Licensee. The Localization process shall be done
in one
language format, which is English.
|
-
Section 8 Intellectual Property & Rights Reserved -
Clause
23 (Possession of Intellectual Property)
| 1. |
All
intellectual properties related to Xxxx Xxxx Terrible are owned by
the
Licensor, where applicable copyright laws of the agreement territory
as
well as copyright laws of Korea (ROK) protects these rights of the
Licensor.
|
| 2. |
The
Licensee granted by the Licensor to advertise and promote Xxxx Xxxx
Terrible using the characters, graphics, and/or logos which the Licensor
has the possession for; however, adjustments of such characters,
graphics,
and/or logos cannot be made without written consent by the Licensor
and
such materials cannot be assigned, transferred, nor supplied to another
third party.
|
| 3. |
All
License Ownership on any derivations of Game which may be included
in the
2nd
Copyright Proprietorship created during the localization procedure
from
the game title provided by the Licensor to the Licensee shall be
held by
the Licensor.
|
| 4. |
The
Licensor and the Licensee shall both have ownership over the User
DB of
Xxxx Xxxx Terrible.
|
| 5. |
The
Licensee is obligated to notify the Licensor immediately, if there
is any
dispute between the Licensee and a third party regarding the Intellectual
Rights and Ownership of Xxxx Xxxx Terrible which the Licensor agrees
to
provide to the Licensee in the Agreement herein. And if such arguments
of
ownership of rights occur, the Licensee and the Licensor shall help
each
other in every way to resolve such matters
together.
|
| 6. |
The
Licensor shall be responsible for any damages incurred to the Licensee
when the Game Title which the Licensor provides to the Licensee conflicts
with another third party’s Intellectual Rights & Ownership, as long as
the Licensee notifies the Licensor as soon as the Licensee learns
of such
facts. However, if the Licensee reacts to such arguments of another
third
party and takes its own actions, any damages created through those
actions
taken shall not be a burden for the Licensor and the Licensor shall
not be
responsible of the outcomes.
|
| 7. |
If
the Licensee faces any dispute in the Agreement Territory by another
third
party intruding with the Intellectual Rights and Ownership of Game
which
the Licensor agrees to provide to the Licensee, then the Licensee
shall
confront the third party in co-operation with the Licensor and provide
active support and effort of counter measures and the Licensor may
to
propose to the Licensee to neutralize such legal
lawsuit.
|
| 8. |
The
Licensee shall be responsible of any issues or losses created by
any
leakage of information and/or materials of Game which the Licensor
has
provided to the Licensee.
|
Clause
25 (Guarantee)
| 1. |
The
Xxxx Xxxx Terrible provided by the Licensor for the Licensee guarantees
that such game title is the exact same title which is serviced with
Korea
(ROK).
|
| 2. |
During
the term of the agreement, the Licensor shall be responsible for
all
defective materials with regards to Game and/or the
software.
|
| 3. |
The
Licensor shall not be responsible of any damage outcomes through
the
misuse by the Licensee.
|
-
Section 9 Obligation of Secrecy & Limit of Responsibilities
-
Clause
25 (Obligation of Secrecy)
| 1. |
The
Licensor and the Licensee shall not use any of the direct information
or
collateral information obtained through this Agreement regarding the other
pursuant company except for the purpose of this contract Agreement.
Confidential information can only be disclosed when the pursuant
party,
the Licensor and the Licensee, provides a written agreement of consent
or
a written notice regarding such
actions.
|
| 2. |
The
above clause 26.1 of this Agreement shall survive the termination
of this
contract Agreement.
|
-
Section 10 Extension & Termination of the Agreement -
Clause
26 (Extension of the Agreement / End & Termination of
Agreement)
| 1. |
Both
companies have the option to notify the pursuant party THIRTY (30)
days
prior to the conclusion of this Agreement in order to conclude this
contract Agreement. If the notification of conclusion is not given
to a
pursuant party, then the Agreement Period is automatically extended
for
ONE (1) additional year.
|
| 2. |
If
the Licensee or the Licensor has made a direct violation to any of
the
details of this contract Agreement, and the pursuant party clearly
stated
such violations to be corrected where such notification shall be
given as
a written notice; however, if the violating party does not correct
the
violating acts as requested within NINETY (90) days of the initial
written
notification of the correction of violation, this contract Agreement
shall
be terminated immediately.
|
| 3. |
If
the Licensee fails to compensate the Licensor with the payments of
Installation Fee and/or the Running Royalty payments, there will
be an
annual interest of 18% levied on the payment amount with regards
to each
extended day from the past payment date. If the late payment exceeds
a
period of SIXTY (60) days, the contract agreement shall be automatically
terminated and the Licensee shall be responsible for such agreement
termination and be responsible for the damage compensation plan stated
in
clause 36 of this agreement.
|
| 4. |
If
any of the following occurs to the pursuant party of this contract
agreement, the agreement shall be terminated without any
notice.
|
| A. |
Disorganization,
Bankruptcy, or unable to make
payments.
|
| B. |
The
Licensee or the Licensor made a direct violation to any of the details
of
this contract Agreement, and the pursuant party clearly stated such
violations to be corrected; however, if the violating party does
not
correct the violating acts as requested within THREE (3) months of
the
initial notification of the correction of violation, this contract
Agreement may be terminated.
|
| C. |
Reasons
of legal bankruptcy or unable to make payments have been due for
over
NINTY (90) days and such reasons have not been dismissedôthis
contract agreement may be
terminated.
|
| D. |
If
in any case, the pursuant party has broken any of the International
Business laws, defy the public morals, or defy social morals and
customs,
and it has been concluded that the pursuant party have caused unbearable
damages to the other pursuant party, this contract Agreement may
be
terminated.
|
Clause
27 (Force Majeure)
|
1.
|
Both
parties shall be excused from each other’s responsibilities of performance
hereunder to the extent that performance is prevented, delayed, or
obstructed by causes beyond its reasonable control. Such incidents
include
but not limited to Acts of God (fire, storm, floods, earthquakes,
etc.),
civil disturbances, disruption of telecommunications, and power loss
or
other essential services (Force Majeure) which prevents the effected
party
to operate, manage, and conduct their duly businesses as stated herein
this Agreement.
|
|
2.
|
Regarding
clause 28.1 of this Agreement, if the signed agreement cannot be
practiced
as a whole or partially, this Agreement shall not hold, as a whole
or
partially, in the sections in the Agreement where it cannot be put
into
practice.
|
Clause
28 (Effects of Termination of the Agreement)
1.
In any
case, after the end of the agreement duration, the Licensee may not use any
copyright materials and/or logos of the Licensor.
2.
If the
contract Agreement has been terminated due to the breach of agreement terms
by
the Licensee, the Licensee may not use any of the technical information provided
to the Licensee in relation to Game and the following also holds
true.
| X. |
Xxxxx
of license shall halt
|
| B. |
Use
of copyrights, displays and logos shall
halt
|
| C. |
Use
of technical information shall halt and copies & originals shall be
returned
|
| D. |
All
erected financial obligations (Technical Fees and etc) are due
immediately
|
| E. |
Use
of Secondary Copyright Proprietorship shall
halt
|
| F. |
Use
of domain, name, and titles in USA shall
halt
|
-
Section 11 Solving Disputes -
Clause
29 (Arbitration)
All
disputes, controversies or differences which may arise between the parties
out
of or in relation to or in connection with this Agreement, or for the breach
thereof, shall be finally settled by arbitration in Korea in accordance with
the
Commercial Arbitration Rules of the Korean Commercial Arbitration Board and
under the laws of Republic of Korea. The award rendered by the arbitrator(s)
shall be final and binding upon both parties concerned.
Clause
30 (Governing Laws)
The
construction, validity, performance and effect of this Agreement shall be
governed by the laws of the Republic of Korea.
Clause
31 (Justice Jurisdiction)
All
claims related to the agreement herein, the participating parties may not be
cancel such claims in any case.
| 1. |
If
the agreement is stated to be under applicable laws of Republic of
Korea,
all lawsuits shall be presented to the court of Republic of
Korea.
|
| 2. |
Pursuant
parties waiver the following rights to make any complaint regarding
the
court location on the lawsuit claimed by either pursuant parties,
the
assertion of the court proceeding are held at a non-suitable location,
moreover, waiver of any claims that questions the justice jurisdiction
and
the validity of such a court
|
-
Section 12 Other Related Categories -
Clause
32 (Entire Agreement)
This
agreement constitutes the entire agreement and understanding between the parties
with respect to the subject matter contained herein. All prior negotiations,
representations, agreements and understandings, oral or otherwise, are merged
into this Agreement. The parties may, from time to time during the continuance
of this Agreement, modify, vary or alter any of the provisions of this
Agreement, but only by an instrument duly executed by authorized representatives
of both parties hereto.
Clause
33 (Modification)
If
either
party desires to modify this Agreement, the parties shall, upon reasonable
notice of the proposed modification by the party desiring the change, confer
in
good faith to determine the desirability of such modification. No modification
will be effective until a written amendment is duly signed by authorized
representatives of both parties hereto.
Clause
34 (Succession of Agreement)
| 1. |
Without
the written consent of the Licensor, the Licensee may not wholly
or
partially succeed any part of this
Agreement.
|
| 2. |
The
contract agreement herein holds and binds both pursuant parties where
it
effects the successor and assignee of the through the succession
of the
agreement.
|
| 3. |
When
the Licensee or the Licensor enter a phase where decisions need to
be made
regarding the issues of merging of companies, sales transference,
or
partial assignment of sales, and the Licensee or the Licensor is
seen to
have some problems, trouble, or difficulty regarding the operation
management of Game, then both pursuant parties, the Licensee or the
Licensor, shall notify the other pursuant party by a written
statement.
|
| 4. |
If
section 35.3 becomes in practice, then the company receiving the
succession and/or receiving the assignment of this Agreement shall
possess
all right and responsibilities of the Licensee and the Licensor which
are
stated in the contract Agreement
herein.
|
Clause
35 (Free Users)
The
Licensee may provide free services of Game for the intent of advertisement
and
to provide a catalyst for growth of users, however, this free service period
may
not exceed SIX (6) months. If the Licensee needs to extend such free servicing
period of Game, it shall be done only when the Licensor expresses an agreement
for such terms.
Clause
36 (Damage Compensation)
| 1. |
If
the Licensee decides to stop the servicing of Game after the services
have
commenced and/or decides to terminate the agreement herein without
any
special reasons for its actions, the Licensor may demand a settlement
for
the loss of business to the
Licensee.
|
| 2. |
The
Licensor or the Licensee on the incident of breaking any part of
this
contract Agreement and/or by breaking the sincerity and trustfulness
of
the other pursuant of this Agreement resulting in losses and/or damages
to
the pursuant company, shall be punished accordingly based on the
terms of
the such related International laws that
abide
|
| 3. |
If
the Licensee is held responsible for the following sections, 7.3,
20.7,
23.8, 36.1, then the Licensor shall conduct a calculation related
to the
capacity of such damages made by the Licensee and the Licensee must
compensate the Licensor with a reasonable compensation fee where
such
amount shall be notified by the Licensor to the Licensee after the
damage
calculations have been finalized. Both parties shall negotiate the
exact
compensation amount within THIRTY (30) days of the initial notice
by the
Licensor regarding the compensation amount. After such damage compensation
amount has been finalized, the Licensee shall deliver the full
compensation payment within THIRTY (30) days where all payments must
be
done in Cash. If the Licensee fails to comply, then the Licensee
shall be
held responsible according to the international civil and penal law
codes
where applicable and shall be liable to pay the Licensor the total
applicable compensation with an annual interest fee of 18% levied
on the
payment amount with regards to each extended day from the notification
date by the Licensor to the Licensee.
|
| 4. |
If
there are fatal Errors in Game and Licensor is unable to fix these
problems, Licensee may stop payments of Royalty to Licensor. In this
case,
Licensee may demand compensation from Licensor for any losses of
income
due to the fatal error of Game and/or additional losses incurred
due to
such an event. However, the compensation which Licensee demands from
Licensor cannot exceed the amount of the Royalty paid to Licensor
by
Licensee for the servicing of Game during the Agreement
period.
|
Clause
37 (Law Compliance)
Both
pursuant parties, the Licensor and the Licensee, hereto acknowledge complying
with the laws that govern the Republic of Korea and business arbitration rules
and regulations which the Korean Business Affairs Arbitration board
recognizes.
Clause
38 (Severability)
In
the
event one or more of the provisions of this Agreement are found to be invalid,
illegal or unenforceable by a court with jurisdiction or by a panel of
arbitrators, the remaining provisions shall continue in full force and
effect.
Clause
39 (Notice)
Both
pursuant parties shall appoint the lead contact personnel on each side when
signing the Agreement.
| 1. |
If
any of the incidents stated in clause 40 of this Agreement occurs,
then
the knowledgeable party shall notify the other party of such events
in
written statements.
|
| A. |
There
is a change in information regarding the account holder’s name or in the
account numbers itself
|
| B. |
Main
offices, Branch Offices, are newly being built, moved, or has been
closed
down due to strenuous reasons
|
| C. |
There
is a change regarding the main representative of the
company
|
| D. |
There
is dramatic change in the business outlook, or there is a growing
chance
of something likewise will happen which threats the pursuant
company
|
| 2. |
Notification
and other means of notices shall be done through one of the following
methods of electronic mail (e-mail) or applicable addresses or numbers,
and shall become effective with regards to the conditions stated
below.
|
| A. |
If
delivery is made directly in written documents or by delivered by
person,
effective on the date of delivery.
|
| B. |
If
sent by Fax, effective on the date of delivery, depending on the
validity
of the readable fax material received. (Confirmation of fax material
send
shall be verified by the transmitting party, where such transmit
records
generated by Fax machines does not represent confirmation in any
such
case)
|
| C. |
Postage
mails, air mails, or registered mails shall be effective on the date
of
delivery of such mails or the date of such mail delivery
attempted.
|
| D. |
If
sent by electronic mail (e-mail), effective on the date of email
receipt.
|
| 3. |
If
the delivery date (or attempted delivery date) or receivable date
is not a
working day for the receiving party, or such delivery attempt is
notified
after the daily operation time period, such delivery shall be seen
to have
been received on the next business day where that will represent
the
effective date of such delivery.
|
Clause
40 (No Waiver)
The
waiver by either party of a breach or a default of any provision of this
agreement by the other party shall not be construed as a waiver of any
succeeding breach of the same or any other provision, nor shall any delay or
omission on the part of either party to exercise or avail itself of any right,
power or privilege that it has, or may have hereunder operate as a waiver of
any
right power or privilege by such party.
Clause
41 (Survival)
| 1. |
The
following agreement shall be effect on the date set forth
herein.
|
| 2. |
If
the agreement is not terminated due to any of the presented reasons
for
termination, the responsibilities of the pursuant parties of the
agreement
shall survive the end of this
Agreement.
|
| 3. |
Even
if the contract Agreement is terminated, the payment agreement and
the
damage compensation agreement shall survive the end of this
Agreement.
|
*
In
order to provide legal proof of this contract Agreement, there shall be two
copies of this Agreement signed by both company representatives, where each
copy
shall be kept individually by both participating companies, the Licensee and
the
Licensor.
2007.02.23
JOYTOTO
Co., Ltd.
3FL.
sungwoo Xxxx, 000-0 XxxXxx-xxxx, Xxxxxxx-Xx, Xxxxx, Xxxxx
135-220
Signature:
___________________________
Company
Representative: Cho, Xxxxx-Xxx
Country:
REPUBLIC OF KOREA
JOYTOTO
AMERICA, INC.
0000
Xxxxx Xxxx. Xxxxx #000 Xxxxx Xxxxx XX 00000
Signature:
___________________________
Company
Representative: Xxxxx Xxx
Country:
United Sates of America
