EXHIBIT 10.29
KDDI Network & Solutions Inc.
Outsource Business Services Agreement
Translated From Japanese
KDDI Network Inc. & Solution ihereinafter referred to as KDDI
jand Global
Hotline (hereinafter referred to as GHII) enter a contract
regarding outsourcing
the promotion of the telecommunication services (hereinafter
referred to as "the
Services") which are described on a separate sheet.
(THE BUSINESS DUTY)
ARTICLE 1
KDDI out-sources the following functions (hereinafter referred to
as "the
Functions") to GHI for the purpose of promoting the Services and
GHI accepts.
The details are determined on a separate sheet.
(1)
Acquisition of
applications for the Services by tele-marketing.
(2)
Any other business
relevant to the service above.
(OPERATING GUIDELINE)
ARTICLE 2
KDDI and GHI will have a separate discussion on and create a work
procedure
instruction sheet including scripts, guides and manuals.
2. GHI shall follow the instruction and provide the Functions with
the care of a
good manager.
3. KDDI and GHI shall determine, upon discussion, a monthly goal of
the
Function. It shall be revised based on actual performance.
4. When KDDI recognizes the provision of the Function by GHI to be
inadequate or
it to be difficult for GHI to achieve, KDDI can order GHI to
improve the
operating procedure of the Function and GHI shall comply.
5. GHI shall provide the Function within the area designated by
KDDI.
(OPERATING VENUE, DATE AND HOURS)
ARTICLE 3
The operating venue, date and hours are stated on a separate
sheet.
(PROVIDER OF THE FUNCTIONS)
ARTICLE 4
HG shall determine the employees to provide the Functions
(hereinafter referred
as "the Providers") and notify KDDI in writing in the format
designated by KDDI.
The same procedure shall be followed in case there is an
alteration.
2. GHI shall appoint a director from the Providers in advance and
shall notify
KDDI in wring in the format designated by KDDI. The same procedures
shall be
followed in case there is an alteration.
3. KDDI and the director shall determine the operating procedures
of the
Function and other items necessary for GHI to operate.
4. GHI shall make the Providers fulfill the obligation determined
on this
contract, and assume all the responsibility for the operation by
the Providers
of the Functions. When they cause any damage to KDDI, it shall
share the
responsibility with the Providers even if GHI has paid adequate
attention to the
selection and the supervision of the Providers.
[*] = 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 A
"*".
<PAGE>
(RESPONSIBILITIES FOR OPERATION)
ARTICLE 5
GHI shall be completely responsible for the operation of the
Functions. In case
that objections and / or complaints are made by customers or any
damage is
caused to KDDI, its employees or the third party such as its
customers, GHI
shall report to KDDI immediately and solve the trouble completely
by its
responsibility and at its own expense, without discommoding
KDDI.
2. If any lawsuit, objection, or claim attributing to GHI is made
towards KDDI
by a third party such as customers, GHI shall defense KDDI or solve
it in
cooperation with KDDI. In case this causes any damage to KDDI and
it is
attributed to GHI, GHI shall be responsible for the damage and the
compensation
amount will be determined upon discussion.
(LEGAL RESPONSIBILITIES)
ARTICLE 6
GHI assumes the responsibilities to follow the laws such as Labor
Standard Act,
Workmen's Accident Compensation Insurance Law, Health Insurance
Law,
Unemployment Insurance Law and such for the Providers. It is also
responsible as
the employer or the business owner defined in these laws.
2. In case the Providers receive injuries or suffer from other type
of
accidents, GHI shall take all the responsibilities and solve the
trouble at its
own expense, without discommoding KDDI.
(COMMISSION FEE AND SUCH)
ARTICLE 7
KDDI shall pay commission fee to GHI based on the commission
payment standard
set in a separate paper.
2. Upon an agreement that the commission fee is inadequate, KDDI
and GHI are
able to change the fee through discussion.
3. KDDI shall count the commission fee charged during the month,
add consumption
tax and adequate local consumption tax, and shall pay by bank
transfer to the
bank account specified by Client. If the bank is not open on the
payday, the
very next business day will be considered so instead.
4. Client shall not charge KDDI for any cost that results from
performing this
service, unless there is a written agreement between the two
stating otherwise.
(BALANCE OUT)
ARTICLE 8
If KDDI assumes monetary liabilities against GHI, KDDI is able to
balance out
the liabilities and the monetary liabilities anytime without any
advance notice.
(BUSINESS REPORT)
ARTICLE 9
GHI shall report its business situation to KDDI periodically and
when requested,
through a manner (including monthly telemarketing performance
report) separately
set by KDDI.
(EDUCATION AND TRAINING FOR THE WORKERS)
ARTICLE 10
GHI, during the contract term, shall educate and train the workers
accordingly
in order to provide the necessary knowledge required to carry out
this service.
(ASSIGNMENT OF RIGHTS AND OBLIGATIONS, PROHIBITION OF R
