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
September, 2004 the following outlines a number of special provisions
2. Payment for outsourcing commission
KDDI agree to pay 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 return of some of outsourcing commission as
detailed on the separate sheet if the performance of Global Hotline does
not meet certain target figures.
The parties agree that they will not divulge information gained under these
contracts and outsourcing work to third parties. If Directors or managers
of the companies divulge such information to third parties this shall be
deemed to have broken the provisions of the NDA.
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.
If the basic contract comes to an end for any reason, then this special
business outsourcing contract naturally comes to an end.
If under provision 5 of this contract, cancellation is effected by, KDDI
have the right to claim damages against Global Hotline.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A "*".
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.
Except with regards to KDDI Telephone Service contract, Global Hotline
assumes responsibility for their actions under this contract and any damage
that may be claimed by third parties in respect of Global Hotline's work
under this contract remains the responsibility of Global Hotline. Global
Hotline must keep KDDI informed of any such trouble if it arises.
Global Hotline cannot transfer the rights under this contract to a third
party, neither can it use this contract as collateral to a third party.
7. Contract Period
This contract is for the period of 2004/10/01 to 2005/09/30
In the event of a dispute, the jurisdiction for this contract will be with
the court in the area of KDDI's registered head office.
If a problem ari