EXHIBIT 10.40
SPECIAL BUSINESS OUTSOURCING CONTRACT
-------------------------------------
Translated From Japanese
KDDI contracts with Global Hotline in respect of a special business
outsourcing
contract, in the following provisions:
1. Special
Business Outsourcing Contract
-------------------------------------
Based on the basic outsourcing contract entered into by the parties
on 6
October, 2004, KDDI outsources the work as detailed on the separate
sheet
to
Global Hotline.
2. Payment for
outsourcing commission
----------------------------------
KDDI
agrees to pay Global Hotline the sum as detailed on the separate
sheet
as
commission for outsourcing work.
3. Claim for
return of outsourcing commission
------------------------------------------
KDDI
may make a claim for damages against Global Hotline if the
performance
of
Global Hotline does not meet certain target figures as detailed on
the
separate sheet.
4. NDA
---
Global Hotline agrees that they will not divulge information gained
under
this
contract and outsourcing work to third parties.
If
Directors or managers of the company including those retired
divulge
such
information to third parties, this shall be deemed to have broken
the
provisions of the NDA.
5.
Cancellation
------------
If
Global Hotline breaks any material provisions of this contract, or
if a
provision of the basic contract is broken, then KDDI may cancel
this
contract without further notice.
If
Global Hotline breaks any material provisions of this contract,
then
KDDI
may cancel the basic contract without further notice.
1
<PAGE>
If
the basic contract comes to an end by cancellation, then this
special
business outsourcing contract naturally comes to an end.
If
under provision 3 of this contract, Global Hotline agrees to pay
the sum
of
the outsourcing commission as damages to KDDI immediately, and KDDI
has
the
right to claim all damages against Global Hotline.
6. Duty to
report
--------------
KDDI
may ask Global Hotline to report on any aspect of the work
being
performed under this contract at any time as the need arises.
Global
Hotline has a duty to report the situation to KDDI in response to
KDDI's
request.
Except with regards to KDDI Telephone Service contract, Global
Hotline
assumes responsibility for all the problems arising while
performing the
work
under this contract and if third parties are damaged by Global
Hotline
or a
dispute arises with these parties, or these things are likely
to
occur, Global Hotline has to inform KDDI of any such troubles
immediately
as
well as settle all of them on their own responsibility and in their
own
expense burden after due consultation with KDDI.
Global Hotline cannot transfer all or a part of the rights and
duties under
this
contract to a third party, or use them as collateral to a third
party.
7. Contract
period
---------------
This
contract is for the period of 2005/10/01 to 2006/03/31
8.
Jurisdiction
------------
In
the event of a dispute in respect of this contract, the
jurisdiction for
the
first trial will be exclusively with the court in the area of
KDDI's
registered head office.
9.
Cooperation
-----------
If a
difference arises in interpretations between KDDI and Global
Hotline
of
the matters not prescribed in this contract and each provision of
this
contract, the parties will try and resolve it immediately with
amicable
deliberation.
2
<PAGE>
In
order to prove the conclusion of this contract, the contract has
been
made
in two parts, both of which are signed by the parties, and each
of
which is held by each party.
Signed
2005/12/15
KDDI, Broadband Consumer Sales Admin Department
3-10-10 Iidabashi, Chiyoda-ku, Tokyo
Mr. Hiroshi Takezawa
Global Hotline
1-13-12 Nishi-Shinjuku, Shinkuku-ku, Tokyo
Mr. Hideki Anan
3
<PAGE>
Separate
Sheet (My Line, Metal Plus application outsourcing details)
(1) Business Details
(in respect of provision 1)
-------------------------------------------------
1.
Handling for business use of My Line application form designated by
KDDI
and
of a new application form whose classification, prescribed in
the
provisions of KDDI's Metal Plus phone service, comes under "Metal
Plus
phone s
