Attached files
Exhibit 10.15
Translated from Japanese
CONTRACT ON ENTRUSTING SALES CONCERNING AU CORPORATE CELL PHONE SERVICES
KDDI, Inc (hereinafter A) and Global Hot line, Inc. (hereinafter B) shall enter
into agreement (hereinafter the Agreement) on promoting subscriptions of
telecommunication services and selling related products that are entrusted to B
by A to corporate clients (hereinafter the Operations) as follows:
(The Operations)
1. A entrusts B with the Operations provided in the separate sheet.
2. A and B shall set the goals regarding the Operations. The goals shall be
provided on the separate sheet except for the case in which special
arrangement has been made to the Agreement and other agreement in writing
between A and B.
(Definitions of terms)
1. This Agreement employs the following terms by each definition set forth.
Terms Meaning
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(1) Corporate AU communication Telecommunication services based on A's
services AU communication services contract
offered by A (limited to what A
separately specifies).
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(2) Related Corporate AU Telecommunication services related to
communication services (1) (including corporate fixed lines
communication services).
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(3) Solution services Other non-telecommunication services
provided by A related to (1) and/or (2)
that A separately specifies.
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(4) Corporate AU communication (1), (2) and (3)
services and others
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(5) Related products End apparatus, accessories, and
peripherals related to (4).
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(6) AU contract AU contract provided in A's AU
communication services contract that
concerns with (1)
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(Personnel management)
3. B shall provide organization, placement, administration system, education
and training to perform the Operations. A shall not directly provide these
to B's employees.
(Performance)
4. B shall carry out the Operations with due management care following the
Agreement and A's instructions.
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2. A may request B to improve its way of performing the Operations if A
assumes there are any problems with it. B shall respond to it as soon
as possible.
3. If B receives protests or complaints from any third party or inflicts
damage to any third party or c, A uses a dispute between the third
party in performing the Operations, B shall report it to A immediately
and take responsibility to process and solve it at its cost.
4. B shall not damage or take actions to possibly damage A's honor,
credit and the like. 5. B shall comply with any related laws and
instructions or guidance by competent regulators.
(Performers of the Operations)
5. B shall determine the employees to perform the Operations (hereinafter the
Operators). Also, whenever A requests, B shall notify A, considering the
intent of the request, the names of the Operators and others in writing in
the format that A designates as soon as possible.
2. B shall select a manager from among the Operators in accordance with
the arrangement separately provided through discussion with A and then
notify of the manager to A in writing in the format that A designates.
This applies whenever a manager is changed, however, provided that any
temporary employee, e.g. a part timer cannot be appointed as manager.
3. B shall manage the Operators so that they observe the duties provided
in the Agreement and take the whole responsibility for the Operators
concerning performing the Operations.
(Education and training)
6. B shall, in its responsibility and at its cost, provide the Operators with
sufficient education and training to let them perform the Operations
appropriately and smoothly.
2. A will cooperate B upon B's request in the education and training
based on the provision above if A recognizes as necessary.
3. The two provisions above shall be applied to the education and
training to any sub-consignee provided in Article 11.2 as well.
(Report)
7. B shall report the Operations progress in writing in the form A separately
designates by the 5th business day in the following month. Also A may
request B to report on the progress anytime. In the event of the said
request, B shall immediately report it to A in writing in the format that A
separately designates.
2. A may enter B's offices or other places related to the Operations with
B's advance admission to confirm and/or investigate the status of the
Operations and request relevant documents and others to review, which
B shall cooperate with.
(Responsibility based on Labor Laws)
8. B shall comply with the Labor Laws, related acts and regulations concerning
the Operators and take the whole responsibility as employer and business
proprietor as provided in these.
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2. If an injury or any other accident occurs to any of the Operators, B
shall process and solve it in its responsibility and at its cost so
that no troubles should be cAUsed to A.
(Leases of apparatus and others)
9. A may rent B apparatus and/or equipment and others that A designates
(hereinafter Apparatus and others) with or without charges as A recognizes
it to be necessary to perform the Operations, In this case, B shall store
and use them with due management care and shall not use them for any other
purposes than performing the Operations.
2. A may specify business cards and others (hereinafter the Business
Cards and others) that B shall use in performing the Operations. In
this case B shall, in using the Business cards and others, manage them
with due management care and use them only for the purpose of
performing the Operations, and concurrently, strictly refrain from
socially unacceptably inappropriate remarks or behaviors or
appearances that possibly damage A's credit or honor, or deteriorate
A's dignity; and if A presents regulations, B shall observe the said
regulations. Also, B shall notify A in writing the names, addresses,
telephone numbers and others as A separately designates of the
Operators to use them in advance and obtain A's approval. This applies
to the cases of making changes to them. Also A may tell B to stop any
Operator's using them anytime and B shall do so.
(Advertising and publicity)
10. If B performs advertising or publicity (hereinafter Advertising and
publicity) regarding Corporate AU communication services and others or
related products, B shall notify A of it in writing fairly before if and
follow B's instructions concerning marks, media and others to be used in
Advertising and publicity.
(Prohibition of sub-consignment)
11. B shall never sub-consign the Operations to any third party without
obtaining A's permission in writing in advance.
2. In case B should consign part of the Operations to a third party
(hereinafter Sub-consignee) after obtaining the said permission in the
provision above, B shall ensure that the sub-consignee should fulfill
B's duties provided in the Agreement and take the whole responsibility
for the acts of the Sub-consignee.
(Consignment fees and others)
12. The value of B's performing the Operations (hereinafter Consignment) shall
be provided in the separate sheet unless special arrangement has been made
to the Agreement and other agreement in writing between A and B.
2. B shall in principle submit a bill for the Consignment for the month
provided above in the manner agreed on between A and B by the 5th
business day of the following month and A shall pay for it by the 20th
of the month in which it has received the said bill (on the previous
business day if 20th is a bank holiday). If there are fixed
Consignment settled EOM and incremental Consignment by quantity, B
shall submit the separate bills to A, and A shall pay for them
separately if both parties have recognized the special necessity to do
so.
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3. Consignment can be changed after discussion between A and B if the
necessary to revise the Consignment has been recognized as any change
to the contents or conditions of the Operations or any other event to
greatly impact the calculation ground of the Consignment has occurred.
(Confidentiality)
13. The existence and contents of the Agreement, any information on the
Agreement that has been received in making it and development of events to
that point shall be regarded as confidential information provided in the
Non-Disclosure Agreement (hereinafter NDA) signed between A and B on
January 15, 2009.
2. Both parties shall deal with any information that could be learned on
the other party in performing the Operations in accordance with the
NDA.
3. B shall hold its board of directors and employees (inclusive of those
who retired from either position, which shall be referred hereinafter
the Employees and others) under obligation of the said confidentiality
in the previous above, and if any of the Employees and others should
violate it, it shall be regarded as B's breach.
4. Regarding the information on A's customers, B shall comply with
"Agreement on the protection of customers' information and
confidentiality" signed separately between A and B.
(Agent)
14. Since B shall not be given the position as A's agent, whenever B deals with
any third party in connection with performing the Operations, B shall be
totally responsible for the deals as principal B.
(Notices on changing address and others)
15. If B changes its office address, company name, executive director, or
contact information, B shall notify it to A in writing in advance.
2. It will be considered B has received any documents A has sent or
forwarded to the previous address, company name, executive director,
or the contact information, if B neglects the said notice provided
above.
(Revision to Agreement)
16. A shall give B a written notice if it becomes necessary to modify any of
the items in the Agreement, and if no written objection by B to the said
notice reaches within 10 days from the day on which it reached to B, the
Agreement shall be revised according to the contents of the said notice. In
this case, the revised conditions shall come to effect on the day that B
designates in the said notice.
2. Regarding the revision of the Agreement based on the notice provided
above, if B's writing conveying its objection has reached within the
period of time provided above, both A and B shall discuss in good
faith whether or not to make the said change, and process and solve it
amicably.
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(Effective period)
17. 2009/04/01 through 2009/06/30.
(Termination)
18. Despite the provision above either A or B may terminate the Agreement with
one (1) month notice in writing even during its effective term.
(Cancellation)
19. Either A or B may cancel the Agreement without any notice or procedure, if
either party falls into any of the following:
(1) Either party breaches or possibly breaches the Agreement and
despite A's request for the correction during due time yet the
said correction has not been made;
(2) 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;
(3) Disposition for tax delinquency;
(4) Disposition of suspension of payment, or the commencement of
bankruptcy procedure, or civil revitalization, or corporate
reorganization, or special liquidation;
(5) Dishonored bills either issued or accepted, or dishonored checks;
(6) Liquidation not by M&A, or discontinued business;
(7) Dishonesty in performing the Agreement;
(8) Abasement of A's honor or credit, or material damage to A has
been inflicted or possibly c that a used;
(9) A material change has occurred to B's assets, credit, and/or
solvency and others;
(10) Other than each of the previous cases, in the event of
significant matters to make it difficult to continue the
Agreement that B is responsible for;
2. In the event of any of the aforementioned B should be responsible for
the entire damages inflicted on A whether or not The Agreement has
been cancelled.
(Procedure after termination)
20. After the Agreement is terminated irrespective of the reasons, B shall
immediately, according to A's instructions, return A or dispose of any
apparatus and others and confidential information (including its copies)
and dispose of all the printed matters concerning the Business Cards and
others.
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(Damages)
21. If B inflicts A or a third party damages that B is responsible for in
performing the Agreement, B is liable for damages.
2. When A pays the third party damages which B should be liable for in
accordance with the provision above, B shall pay back the amount to A
later.
(Set off)
22. Based on the Agreement when either A or B has monetary obligation to the
other party, irrespective of its payment due, either party has the right to
set it off against its mature monetary obligation anytime without notice in
advance.
(Prohibition of assigning rights and duties)
23. B shall not assign or offer as collateral for itself or a third party all
or part of rights and duties based on the Agreement to any third party
without obtaining A's permission in writing in advance.
(Survive termination)
24. Article 4.3-4, Article 5. 3, Article 8, Article 11.2, Article 13, Article
19.2, Articles 21 through 25 shall survive termination.
(Jurisdiction)
25. Tokyo districts courts are to have exclusive jurisdiction to settle any
disputes which may arise out of this Agreement.
(Consultation)
26. Either A or B may discuss and solve the problems together in good faith as
soon as possible, whenever any question occurs about terms and conditions
of the Agreement or any matter that is not provided in it.
IN WITNESS HEREOF this Agreement that has come to effect, two (2) copies of it
has been executed, onto which A and B each shall affix a signature and a seal to
be stored with each.
2009/04/03
A: B:
Nobuyasu Shimokawa Hideki Anan
General Manager, 2nd Solution Business Dept. CEO
Corporate Sales Div., KDDI Corporation Global Hotline, Inc.
2-chome, 28-8, Honkomagome 1-chome, 13-12 Nishi-Shinjuku,
Bunkyo-ku, Tokyo Shinjuku-ku, Tokyo
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Separate Sheet
1. Details of the Operations:
(1) Make an appointment with corporate customers by call.
(2) Visit corporate clients for sales
(3) Explain and propose corporate AU telecommunication services for
customers
(4) Deal with closing contracts on corporate AU communication services and
others
(5) Respond to corporate customer inquiries.
(6) Explain and propose corporate Metal Plus Call Services (for offices)
and Free Call services.
(7) Deal with closing contracts on corporate Metal Plus Services (for
offices) and Free Call services.
(8) Respond to corporate customers' inquiries on corporate Metal Plus
Services (for offices) and Free Call services.
(9) Other operations pertaining to any item above that A separately
designates.
2. Onerous contract (Article 9. 1)
(1) A shall rent facilities and others below for the following charges. B
shall pay rent as per A's claim.
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Facility Rent
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(1) Operation space (limited to space (Y)* monthly (excluding c-taxes)
separately agreed on bet. A and B).
(2) Furniture in the operation space (1).
(3) Utility, e.g. electricity, gas, and
water in the operation space (1).
(4) Telephone/ other telecommunication
lines and equipment in the operation
space (1).
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(2) B shall transfer the rent into A' bank account on A's claim in
accordance with B's payment rules. Also B may set off the payment with
the Consignment that B claims A.
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3. Goals of the Operations (Article 1.2)
(1) AU Related:
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Sales Goals
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April 2009 * subscriptions/month
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May 2009 * subscriptions/month
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Jun 2009 * subscriptions/month
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(2) Others:
None
4. Days and time for Operations:
(1) B operates 9:00-18:00 from Monday through Friday (hereinafter Business
days).
(2) B shall operate differently from the provision above in order to
respond to customers and for other reasons after obtaining A's
approval in advance.
5. Consignment concerning the Operations:
Monthly fixed Consignment (excluding c-taxes)
(1) Basic Consignment:
2009/January - 2009/March Monthly amounts
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Basic Consignment
Add-on Consignment Fixed Consignment (incl. onerous contract)
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Apr. Amount determined by 5: (Y)*(excl. c-tax) Sum of Add-on and Fixed
2009 (2), (3), and 6. (* incl. c-tax) commissions
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May Amount determined by 5: (Y)*(excl. c-tax) Sum of Add-on and Fixed
2009 (2), (3), and 6 (* incl. c-tax) commissions
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Jun Amount determined by 5: (Y)*(excl. c-tax) Sum of Add-on and Fixed
2009 (2), (3), and 6 (* incl. c-tax) commissions
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(2) Add-on Consignment:
Add-on commissions shall be paid based on the following benchmark. Also, of
the AU subscriptions achieved during the effective period of The Agreement,
if the month in which the service has been started is after the end of the
period, the amount will be paid based on this clause and (3) depending on
the number of the AU subscriptions per month.
The number of contracts The amount of Add-on commissions
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* (Y)* per contract (excl. c-taxes)
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(3) Add-on commissions above goals:
Add-on commissions above the goals shall be paid under the conditions in
(2) in addition to the basic Consignment if the number of AU contracts
completed by B during the term of the Agreement (The contracts that led to
opening subscriber's line with B's referral to A excluding the AU contracts
provided in ++@ that shall not be paid for (hereinafter Contracts for
payment)) has excelled the goals of Operations provided above.
(1) AU contracts with no payment
i. Contract made concurrently with termination of another AU
contract
ii. Contract with the application form lacking the code that A
designates
(2) Conditions for add-on Consignment above the goals:
i. If the number of contracts closed in a month is from * to *,
starting from the *st contract, an additional (Y)* will be
paid per contract.
ii. If the number of contracts closed in a month is * or over,
(Y)* (excl. c-taxes) per AU contract will be paid from the
*st up to the *th contract; and plus (Y)* (excl. c-taxes)
per AU contract will be paid per contract from the *st
contract.
6. Commissions concerning Metal Plus Service, Myline and Myline Plus services,
and Free Call DX/S Services
(1) Commissions concerning Metal Plus Service
A shall pay the amount provided in the table below for Metal Plus Service
that was entered and registered with A's computers and then newly
subscribed (hereinafter eligible Metal Plus Service) as consignment in
addition to the Basic Consignment. However, for those that falls into one
of the following is not eligible for payment of the said consignment. Also,
if A later finds that an application entered and registered with A's
computer is revealed to fall into the following, B shall immediately return
the already received consignment to A.
(1) Applications for changing services of already utilized services
(2) Addition or claims for the add-on functions
(3) Duplicated application for the identical services that is not
based on the customer's will
(4) Application by a party that was suspended to use Metal Plus
Services
(5) The items that A requires are not appropriately entered or
registered
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(6) The application form that the customer has not put its own
signature or seal
(7) A cannot confirm the eligible applier's will of application.
Regarding method, procedure, and frequency with which A confirms
the customer's will of application, A shall determine them at its
own discretion and B shall not raise objection concerning these
(8) Contract closed based on the customer's material misunderstanding
of the contents of services
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Services Type Payment Amount
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Metal Plus Phone Services (Y)* per line (excl. c-taxes)
Consign- *for office (analogue)
ment -----------------------------------------------------------------
regarding Metal Plus Phone Services (Y)* per line (excl. c-taxes)
Metal *for office (ISDN)
Plus -----------------------------------------------------------------
Service Metal Plus ADSL one (Y)* per user ID (excl. c-taxes)
*for office
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(2) Commissions concerning Myline and Myline Plus services
A, as commissions concerning Myline and Myline Plus services, will pay the
amounts provided in the table below for each Myline or Myline Plus line
that has been opened in a month (Hereinafter "Opened Line") after verifying
the number of Opened Lines per each application at the point they have been
accepted and registered with A's Computers.
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The number of
Opened Lines Service area section Payment amount
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3 or over Outside the prefecture (Y)* per line (excl. c-taxes)
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2 Outside the prefecture (Y)* per line (excl. c-taxes)
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1 Outside the prefecture (Y)* per line (excl. c-taxes)
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(3) Commissions concerning Free Call DX/S Services
A shall pay the amount provided in the table below for Free Call DX/S
Services that was entered and registered with A's computers and then newly
subscribed as consignment in addition to the Basic Consignment.
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Type Payment Amount
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Incentives concerning new subscription or (Y)* per member (excl. c-taxes)
additional application for Free Call DX/S
Service
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