Exhibit 10.61
Translated From Japanese
Business Assignment Contract
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.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS
INDICATED BY AN
"*".
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 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
2
<PAGE>
[Commissions 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 adding to it the equivalent amount
to
the consumption and local taxes by transferring the
payment to
the bank account that B designates by the 20th of the month in
which A received it. If, however, the said day falls onto a
bank
holiday, the payment shall be due on the following business day
of the bank. 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 of the rights and duties and
sub-consignment]
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
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