Exhibit 10.18
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.
4. NDA
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.
5. Cancellation
If Global
Hotline break 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 break 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 "*".
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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 2005/03/16 to 2006/03/31
8. Jurisdiction
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.
9. Cooperation
If a problem
arises under this contract the parties will at first try and
resolve their
differences amicably.
This contract has been made in two parts
both of which are signed and act as
originals.
Signed 2005/04/01
KDDI, Broadband Consumer Sales Admin
Department
3-10-10 Iidabashi, Chiyoda-ku, Tokyo
/s/ Hideki Nishimori
Global Hotline
1-13-12 Nishi-Shinjuku, Shinkuku-ku,
Tokyo
/s/ Hideki Anan
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Separate
Sheet (My Line, Metal Plus application outsourcing details)
1. Business Details
Global Hotline
will seek to gain new applications for KDDI'S service of
MyLine and Metal
Plus telephone service to business users.
o MyLine
means the phone line service extended by NTT for choosing
carriers.
o Business
users means users who are entering into an application
with a corporate name.
In addition to
the above services, the soon to be released service of
"Metal Plus
Phone Service (for businesses) - ISDN" may also be marketed.
2. Way of Performing Business
Details
In performing
this contract, Global Hotline
