Exhibit 10.16
Translated from Japanese
BUSINESS
ASSIGNMENT CONTRACT CONCERNING MYLINE AND MYLINE PLUS
KDDI (hereinafter called "A") and Global Hotline, Inc. (hereinafter
called "B")
hereby make an agreement concerning the entrusting and acceptance
of obtainment
of applications and others relating telecommunication services and
so forth
(hereinafter called "These Services") as stipulated in the separate
sheet.
[The Business]
Article 1 A shall entrust B with the
business stipulated in each of the
following sections (hereinafter called "The Business") for the
purpose of promoting the utilization of These Services and B
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 A and B shall execute the
operation guidebook (inclusive of
scripts, guide, and manual) regarding the course of
accomplishment of The Business.
2. B shall accomplish The Business following the operation
guidebook in the previous section with the due care of a good
manager.
3. A and B shall determine the goals for obtaining applications
concerning The Business. The goals for obtaining applications
through The Business shall be set as stipulated in the separate
sheet except for the case in which any special agreement is
provided in the current contract or other agreement in writing
between A and B.
4. If A recognizes that the methods and others to accomplish
The
Business by B is inappropriate, or judges that it is difficult
to
achieve
the goals in the previous section, A can request B to
improve the methods and so forth to accomplish The Business and
B
shall have to improve them immediately in response to it.
5. B shall operate The Business in the areas that A shall
designate. A shall be able to designate the areas at any time
and
B shall accept them immediately.
[Responding to Customers]
Article 3 If the customers directly
or indirectly made inquiries of B in
its accomplishing The Business, it shall have to immediately
report to A on them, respond to and process them on its own
responsibility.
1
<PAGE>
[The Places, Dates, and Timeslots of Accomplishment of The
Business]
Article 4 The places, dates, and
timeslots of accomplishment of The
Business shall be stipulated in the separate sheet.
[The Employees Engaged in The Business]
Article 5 B shall determine its
employees to be engaged in The Business
(hereinafter called "The Employees engaged in The Business")
and
notify A of them in writing in the form A shall designate if it
requests for them.
2. B shall, in advance, select a person to take charge of The
Business and notify A of it in writing in the form A 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. A shall determine the methods to accomplish The Business and
the other items necessary for B to accomplish it through
conferences between the person in charge stipulated in Section
2.
4. B shall make The Employees engaged in The Business observe
the
obligations stipulated in the current contract, and take all
responsibilities concerning the accomplishment of The Business
by
The Employees engaged in it. If an Employee engaged in The
Business caused damage to A, B 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 him or her.
[Responsibility for the accomplishment of The Business]
Article 6 B shall bear all the
responsibility regarding the accomplishment
of The Business and if it should receive any protest or
complaint
from a customer, or if it should cause damage to A or its
employees, customers, or the other third parties, or if it
should
cause a dispute, B shall immediately report it to A and
concurrently process all the matters on its own responsibility
and at its cost not to cause any trouble to A.
2. If a customer or another third party should make any appeal,
or protest or claim against A proceeding from B's performance
to
accomplish The Business, B shall defend A from it or cooperate
with A to resolve it. In case A should suffer any damage due to
this dispute or else, if B is to be blamed for the cause, B
shall
be liable to compensate A for the damage, and the damages shall
be determined through conference between A and B.
[Responsibilities pursuant to Labor Laws]
Article 7 B 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
<PAGE>
2. If casualties and/or
other accidents occur among employees
engaged in The Business, B shall process all the matters on its
own responsibility and at its cost not to cause any trouble to
A.
[Commission fee and so forth]
Article 8 The value of accomplishment
of The Business by B (hereinafter
called "Commissions") shall be determined as provided in the
separate sheet except for the case in which any special
agreement
is provided in the current contract or other agreement in
writing
between A and B.
2. B shall claim A for the Commissions of the month mentioned
in
the previous section in principle by the 5th of the following
month
by the methods that the both parties have confirmed and A
shall pay B the said claim by the 20th of the month in which A
received it. Furthermore, B, in the case there are both fixed
Commissions that have been closed at the end of the month and
variable Commissions determined quantitatively, shall claim A
for
them separately and A shall, if both parties have confirmed the
particular necessity, pay the said Commissions separately. 3
Commissions can be changed if the contents or the terms and
conditions of The Business have been modified, or if other
events
that may majorly affect the calculation ground of the
Commissions
have occurred, and thus the necessity to revise the Commissions
has been recognized through conferences between A and B.
[Offset]
Article 9 In the case A bears
monetary liabilities to B under the current
contract, A shall be able to offset the liabilities with B's
monetary liabilities (inclusive of the indefinite liabilities)
to
A under the current contract or other contracts made between
the
two parties, at any time, irrespective of the due date, without
any advance notice or demand.
[Business report]
Article 10 B shall have to report to A
regarding the performance status of
The Business regularly or on A's request in the formats that A
shall separately designate (including the monthly telemarketing
performance report).
[Education and training to the Employees engaged in The
Business]
Article 11 B shall properly provide
education and training to the Employees
engaged in The Business during 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 B shall not transfer all or part
of its rights and duties under
the current contract to the third party nor pledge them as
collateral for itself or the third party.
2. B shall not sub-consign The Business to the third party.
This
shall not apply, however, if A accepts it through advance
conferences between A and B.
3
<PAGE>
3. If B sub-consigned The Business after obtaining the consent
provided in the previous section, it should have its
sub-consignee comply with its duties stipulated in the current
contract, and should be entirely responsible for the
sub-consignee's actions.
[Observance obligation]
Article 13 Concerning The Business that B
has been consigned, it shall
comply with the Telecommunication Business Law and other
related
laws, and/or the contract stipulations and so forth regarding
These Services, and the items to observe in The Business in the
separate sheet [2] and sincerely accomplish it.
2. All the transaction conditions that B shall offer its
customers in its accomplishing The Business, shall be in
accordance with the contract stipulations and so forth
concerning
These Services.
[Confidentiality obligation]
Article 14 B must not disclose or leak A's
confidential information to the
third party that it could learn in connection with concluding
or
executing the current contract, and it shall not use it for any
other purpose but executing the current contract.
2. B shall hold its board of directors and the Employees
engaged
in The Business (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
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