Exhibit 10.60
Translated from Japanese
CONTRACT ON ENTRUSTING SALES CONCERNING AU
CORPORATE CELLPHONE SERVICES
KDDI, Inc (hereinafter A) and Global Hot line, Inc (hereinafter B)
shall enter
into agreement (hereinafter the Agreement) on promoting
subscriptions of
telecommunication services and selling related products that are
entrusted to B
by A to corporate clients (hereinafter the Operations) as
follows:
(The Operations)
1. A entrusts B with the Operations provided in the separate
sheet.
2. A and B shall set the goals regarding the Operations. The
goals shall be
provided on the separate sheet except for the
case in which special
arrangement has been made to the Agreement and
other agreement in writing
between A and B.
(Definitions of terms)
1. This Agreement employs the following terms by each definition
set forth.
Terms
Meaning
--------------------------------------------------------------------------------
(1) Corporate au
communication
Telecommunication services based on A's
services
au communication services contract
offered by A (limited to what A
separately specifies).
--------------------------------------------------------------------------------
(2) Related Corporate
au
Telecommunication services related to
communication
services
(1) (including
corporate fixed lines
communication services).
--------------------------------------------------------------------------------
(3) Solution
services
Other non-telecommunication services
provided by A related to (1) and/or (2)
that A separately specifies.
--------------------------------------------------------------------------------
(4) Corporate au
communication
(1), (2) and (3)
services and others
--------------------------------------------------------------------------------
(5) Related
products
End apparatus, accessories, and
peripherals related to (4).
--------------------------------------------------------------------------------
(6) au
contract
au contract provided in A's au
communication services contract that
concerns with (1)
--------------------------------------------------------------------------------
(Personnel management)
3. B shall provide organization, placement, administration
system, education
and training to perform the Operations. A shall
not directly provide these
to B's employees.
[*] = 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 AN
"*".
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<PAGE>
(Performance)
4. B shall carry out the Operations with due management care
following the
Agreement and A's instructions.
2. A may request B to improve its way of
performing the Operations if A
assumes there are any
problems with it. B shall respond to it as soon as
possible.
3. If B receives protests or complaints
from any third party or inflicts
damage to any third
party or causes a dispute between the third party in
performing the
Operations, B shall report it to A immediately and take
responsibility to
process and solve it at its cost.
4. B shall not damage or take actions to
possibly damage A's honor, credit
and the like.
5. B shall comply with any related laws
and instructions or guidance by
competent
regulators.
(Performers of the Operations)
5. B shall determine the employees to perform the Operations
(hereinafter the
Operators). Also, whenever A requests, B shall
notify A, considering the
intent of the request, the names of the
Operators and others in writing in
the format that A designates as soon as
possible.
2. B shall select a manager from among the
Operators in accordance with the
arrangement separately
provided through discussion with A and then
notify of the manager to
A in writing in the format that A designates.
This applies whenever a
manager is changed, however, provided that any
temporary employee, e.g.
a part timer cannot be appointed as manager.
3. B shall manage the Operators so that
they observe the duties provided in
the Agreement and take
the whole responsibility for the Operators
concerning performing
the Operations.
(Education and training)
6. B shall, in its responsibility and at its cost, provide
the Operators with
sufficient education and training to let them
perform the Operations
appropriately and smoothly.
2. A will cooperate B upon B's request in
the education and training based
on the provision above
if A recognizes as necessary.
3. The two provisions above shall be
applied to the education and training
to any sub-consignee
provided in Article 11.2 as well.
(Report)
7. B shall report the Operations progress in writing in the
form A separately
designates by the 5th business day in the
following month. Also A may
request B to report on the progress anytime. In
the event of the said
request, B shall immediately report it to A in
writing in the format that A
separately designates.
2. A may enter B's offices or other places
related to the Operations with
B's advance admission to
confirm and/or investigate the status of the
Operations and request
relevant documents and others to review, which B
shall cooperate
with.
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<PAGE>
(Responsibility based on Labor Laws)
8. B shall comply with the Labor Laws, related acts and
regulations concerning
the Operators and take the whole responsibility
as employer and business
proprietor as provided in these.
2. If an injury or any other accident
occurs to any of the Operators, B
shall process and solve
it in its responsibility and at its cost so that
no troubles should be
caused to A.
(Leases of apparatus and others)
9. A may rent B apparatus and/or equipment and others that A
designates
(hereinafter Apparatus and others) with or
without charges as A recognizes
it to be necessary to perform the Operations, In
this case, B shall store
and use them with due management care and shall
not use them for any other
purposes than performing the Operations.
2. A may specify business cards and others
(hereinafter the Business Cards
and others) that B shall
use in performing the Operations. In this case
B shall, in using the
Business cards and others, manage them with due
management care and use
them only for the purpose of performing the
Operations, and
concurrently, strictly refrain from socially
unacceptably
inappropriate remarks or behaviors or appearances that
possibly damage A's
credit or honor, or deteriorate A's dignity; and if
A presents regulations,
B shall observe the said regulations. Also, B
shall notify A in
writing the names, addresses, telephone numbers and
others as A separately
designates of the Operators to use them in
advance and obtain A's
approval. This applies to the cases of making
changes to them. Also A
may tell B to stop any Operator's using them
anytime and B shall do
so.
(Advertising and publicity)
10. If B performs advertising or publicity (hereinafter Advertising
and
publicity) regarding Corporate au communication
services and others or
related products, B shall notify A of it in
writing fairly before if and
follow B's instructions concerning marks, media
and others to be used in
Advertising and publicity.
(Prohibition of sub-consignment)
11. B shall never sub-consign the Operations to any third party
without
obtaining A's permission in writing in
advance.
2. In case B should consign part of the
Operations to a third party
(hereinafter
Sub-consignee) after obtaining the said permission in the
provision above, B shall
ensure that the sub-consignee should fulfill
B's duties provided in
the Agreement and take the whole responsibility
for the acts of the
Sub-consignee.
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<PAGE>
(Consignment fees and others)
12. The value of B's performing the Operations (hereinafter
Consignment) shall
be provided in the separate sheet unless special
arrangement has been made
to the Agreement and other agreement in writing
between A and B.
2. B shall in principle submit a bill for
the Consignment for the month
provided above in the
manner agreed on between A and B by the 5th
business day of the
following month and A shall pay for it by the 20th
of the month in which it
has received the said bill (on the previous
business day if 20th is
a bank holiday). If there are fixed Consignment
settled EOM and
incremental Consignment by quantity, B shall submit the
separate bills to A, and
A shall pay for them separately if both parties
have recognized the
special necessity to do so.
3. Consignment can be changed after
discussion between A and B if the
necessary to revise the
Consignment has been recognized as any change to
the contents or
conditions of the Operations or any other event to
greatly impact the
calculation ground of the Consignment has occurred.
(Confidentiality)
13. The existence and contents of the Agreement, any information on
the
Agreement that has been received in making it
and development of events to
that point shall be regarded as confidential
information provided in the
Non-Disclosure Agreement (hereinafter NDA)
signed between A and B on January
15, 2009.
2. Both parties shall deal with any
information that could be learned on
the other party in
performing the Operations in accordance with the NDA.
3. B sha
