Exhibit 10.12
Business Outsourcing Basic Contract
Translated From Japanese October 6, 2004 to October 5,
2005
(A) KDDI K.K.
(B) Global Hotline
K.K.
3 Chome 10-10 Lidabashi
13-12 Nishi-Shinjuku
Chiyoda-ku 1 Chome
Shinjuku-ku
Tokyo
Tokyo
Net work solution
Domestic Sales Head quarter
Sales manager
Managing Director
/s/ Kyoshi Matsuo
/s/ Hideki Anan
1. Purpose
Based on the
terms in this basic contract the parties enter into
contractual
arrangements for various telephony service work. The Separate
sheets will
detail the remit of each separate work assignment.
2. Items
B will agree to
abide by certain basic rules as follows:
(a) not to use illegal means in their sales activities (b) to abide
by
the terms of A's policies in communicating with
customers
(c) to abide the telecommunications laws where they apply (d) not
to
enter any scheme or method with the customers to limit the
revenue of A, including use of adapters etc.
3. Operation Report
Where A asks for
an operations report, B will provide it in a timely manner
4. Operation Responsibility
B takes all
responsibility for work at the operation level. If A or A's
customer should
suffer damage they may claim that from B.
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5. Outsourcing Fee
(a) A shall make payment to B's bank
account in the amount as indicated on
the separate sheet. The payment shall be made by bank transfer.
(b) If A's payment amount is below JPY
10,000 in any one month, A can
accumulate until the amount is over JPY 10,000. (Except the end
of
April, October)
(c) If B cancels the contract under
clause 17 of this agreement, B loses
the right to claim any outstanding payment under this contract.
(d) If B violates the contract as
covered in clause 2(d), A can claim from
B the loss of service equipment under this contract.
(e) Under clause 1, if A makes payment
to B and B does not issue objection
to amount within 10 days, A is considered to have agreed to the
payment amount.
6. Offset
If A has any
expense claims against B, B can offset this on the invoice for
fees without
permission anytime.
7. KDDI Trade mark
The use of the
KDDI trademark may only be carried out with the written
permission of
K