Exhibit 10.15
Translated from Japanese
CONTRACT ON ENTRUSTING SALES CONCERNING AU
CORPORATE CELL PHONE 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
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(1) Corporate AU
communication
Telecommunication services based on A's
services
AU communication services contract
offered by A (limited to what A
separately specifies).
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(2) Related Corporate
AU
Telecommunication services related to
communication
services
(1) (including corporate fixed lines
communication services).
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(3) Solution
services
Other non-telecommunication services
provided by A related to (1) and/or (2)
that A separately specifies.
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(4) Corporate AU
communication
(1), (2) and (3)
services and others
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(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)
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(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.
(Performance)
4. B shall carry out the Operations with due management
care following the
Agreement and A's instructions.
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<PAGE>
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 c, A uses 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.
(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.
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<PAGE>
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.
(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.
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<PAGE>
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 shall hold its board of
directors and employees (inclusive of those
who retired
from either position, which shall be referred hereinafter
the
Employees and others) under obligation of the said
confidentiality
in the
previous above, and if any of the Employees and others should
violate it,
it shall be regarded as B's breach.
4. Regarding the information
on A's customers, B shall comply with
