SECOND AMENDMENT TO THE RAGNAROK ONLINE SOFTWARE AGREEMENT
Exhibit
4.79
SECOND AMENDMENT TO
THE RAGNAROK ONLINE SOFTWARE AGREEMENT
THIS AMENDMENT was entered into on this 9th day of October, 2009 (“Effective
Date”), by Gravity Co. Ltd., a corporation duly organized and existing under the laws of the
Republic of Korea (“Korea”) and having its offices at 00X, Xxxxxxxx Xxxxxx Business Tower, 0000,
Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx(“Licensor”), and Game Flier (Malaysis) SDN. BHD., a corporation
duly organized and existing under the laws of Malaysia (“Malaysia”) and having its
principle office at 3A-E, Xxxxx XXX 00/0X, Xxxxx Xxxxxxxxxx XXX00, 00000 UEP Subang
Jaya, Selangor, Malaysia(“Licensee”) and Soft-World International Corporation, a corporation duly
organized and existing under the laws of Republic of China (Taiwan) and having its offices at F1.,
No 0-00 Xxx-Xxxxx Xxxx, Xxxxx-Xxxx Xxxxxxxx, Xxxxxxxxx 000, Xxxxxx, as the guarantor of financial
responsibilities to Licensor by Licensee.(“Guarantor”) Licensor and Licensee being sometimes
hereinafter referred to collectively as the “Parties”.
RECITALS
WHEREAS, the Parties has entered into EXCLUSIVE RAGNAROK ONLINE SOFTWARE LICENSE AGREEMENT on April
9th, 2006(“the Agreement”) and
WHEREAS, the Parties has entered into FIRST AMENDMENT TO THE RAGNAROK ONLINE SOFTWARE LICENSE
AGREEMENT on Oct 9th, 2007(“the Agreement”).
NOW, THEREFORE, the Parties agree as follows:
1. Extend the Term of the Agreement
The Parties agree to extend the term of the Agreement for Two (2) year (“Renewed Term”) from the
expiration date with conditions stated below in this Amendment. The Newly extended term of the
Agreement shall be from October 9th, 2009 to October 8th, 2011.
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2. Royalty
The Article 5.1 in the Agreement shall be deleted in its entirety, and replaced with the following
language:
2.1 Royalty and Report Licensee shall pay to Licensor as Royalty Payments thirty three percent (33%) of the Service-Sales Amount paid by End Users (“Royalty”) during the commercial period of this Agreement. The Royalty shall be paid by Licensee on a monthly basis within twenty (20) days after the end of the applicable month. The Royalty Payment shall be deemed to be made upon presentation by Licensee of remittance confirmation or notice to Licensor of payment. Unless Licensor actually receives the remitted amount, the Royalty Payment shall not be deemed to have been paid. Licensee may not set-off the Royalty Payment against any claims Licensee may have against Licensor. Licensee shall also provide Licensor with a report (“Royalty Report”) on a monthly basis within twenty (20) days after the end of the applicable month. Each Royalty Report shall contain detailed information on the calculation of Gross-Sales Amount for the applicable month. |
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2.2 | Any and all payments under this Agreement by Licensee to Licensor shall be made in US Dollars (USD) and by wire transfer to any bank account designated by Licensor. | ||
2.3 | If any government in the Territory requires Licensee to withhold the withholding tax on the payment to Licensor, Licensee is allowed to withhold such tax no more than (10) % from such payments only if Licensor is entitled to receive such payments as a tax credit under the relevant laws of Korea or any existing tax treaty between the respective countries of operation of Licensor and Licensee. In the event that any amount is withheld for the tax payment under this Article 2.3, Licensee shall promptly inform Licensor of such payment and provide Licensor with a certification issued by the relevant tax authorities with respect to the relevant payment. Any withholding tax in excess of the aforesaid limit shall be borne by Licensee, and shall not be deducted from the actual payment amount. |
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3. Billing System and Relative obligations
Licensee shall approve Licensor’s the real-time access to Licensee’s Billing system and Game
Database only for the purpose of collecting the information necessary to calculate Royalty payment
and to analysis the number of End-Users, including, but not limited to, the maximum and average of
daily concurrent End-Users and the registered number of End-Users in the Territory.
4. Other Contents
Except as hereinabove expressly agreed and amended, all of the terms and conditions of the
Agreement shall continue in full force and effect.
IN WITNESS THEREOF, the Parties have caused and executed this Amendment on the date first
above-written in duplicate originals by their duly authorized representatives as of the day and
year first above written.
Gravity Co. Ltd | ||||||||||
By:
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By: | |||||||||
Name: | Toshiro Ohno | Name: | Yoon Xxxx Xxxx | |||||||
Title: | President & CEO | Title: | CEO | |||||||
Date: | 9th October, 2009 | Date: | 9th October, 2009 |
Game Flier SDN. BHD. |
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By: | ||||
Name: | Xxxx X Xxx | |||
Title: | CEO | |||
Date: | 9th October, 2009 | |||
Soft-World International Corporation |
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By: | ||||
Name: | Chin-Po Wang | |||
Title: | Chairman | |||
Date: | 9th October, 2009 | |||
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