Contract
Exhibit
4.15
“HUXLEY: The Dystopia”
Channeling Contract
WEBZEN Inc., (the
“A”) and NHN Corporation, (the “B”) hereby agree to the following with regards
to providing the game contents of the online game, “HUXLEY: The Dystopia”
(“HUXLEY”), published by “A” within the online game portal service, Hangame
service (“Hangame”), which is operated by “B.”
Article 1 (Purpose
of Contract)
“This contract” is
entered into so as to clarify the rights and obligations of “A” and “B” required
for providing the online game “HUXLEY,” published by “A” to the users of “B”
within Hangame, operated by “B.”
Article 2
(Definitions)
The terms used in
“this contract” are defined as follows, and undefined terms are to be
interpreted in accordance with normal commercial practices.
1.
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“This Game” refers to
the online game “HUXLEY,” to which “A” has acquired publishing rights
legally enabling “A” to service and commercialize the
game.
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2.
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“Channeling
Service” refers to the service of providing the game serviced and operated
by “A” so that it may be used by subscribing and connecting through
Hangame “B.”
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3.
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“Members”
refer to subscribers of Hangame who use free and charged games through
Hangame.
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4.
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“Charged
Service” refers to the profitable “service” of “A” charging the members of
“B” a fee for the use of this game or selling them items necessary for
playing the game through the “channeling
service.”
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5.
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“Hancoins”
refer to online certificates with the equivalent value of cash issued by
“B” for the use of purchasing payment methods of “this game” (“Cash”) in
order for the members of “B” to use the charged service of “this
game.”
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6.
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“Hancoin
Exhaustion” refers to the total amount of “Hancoins” (VAT not included)
members of “B” spent to purchase “Cash” to use “this game” of
“A.”
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7.
|
“Hancoin
Handling Fee” refers to the expenses accrued when “A” and “B” settle
“Hancoin Exhaustion” and the ration is to be 11% of “Hancoin Exhaustion”
(VAT included).
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8.
|
“Business
Expenses” refer to the expenses incurred to “A” from the service of “this
game” which includes system expenses (H/W, S/W), wages (game operations,
call centers), and other actual expenses, and the details of which are in
accordance with <Annex 1. Business Expenses
Details>.
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9.
|
“Publishing
Profits” refer to the net profits of “A” incurred by publishing,
calculated by
|
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subtracting
“Expenses” from the total usage fees and sales acquired by “A” through the
publishing service (“publishing service”) provided by “A” directly or
through a third party, and “publishing service” does not include the
“channeling service” provided through Hangame. However, business profits
acquired from PC rooms are excluded from publishing
profits.
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10.
|
“Expenses”
refer to expenses and fees paid into the billing system of “A” or to
billing agencies, channel service fees “A” pays to third parties, and
other taxes and do not include “business
expenses.”
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11.
|
“OBT Service”
refers to the free of charge “service” opened to an unlimited number of
users for the purpose of testing this
game.
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Article 3 (Scope of
the Contract)
The scope of the
“channeling service” provided by “A” to “B” under this contract is as
follows.
1.
Service Region: Republic of Korea
2.
Service URL: xxx.xxxxxxx.xxx
(alterations and additions possible under the service of the same
subject)
3.
Serviced Game: Online game “HUXLEY”
Article 4 (Term of
Contract)
“This contract”
comes into effect upon signing, and is valid until 2 years after initiating “OBT
service” in the service region.
Article 5
(Obligations of “A”)
1.
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“A” must smoothly
provide “B” with the materials and contents necessary for the “channeling
service” of “this game.”
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2.
|
In order to
conduct “channeling service” of this game, “A” must optimize services in
accordance with the technical policies of Hangame (web, launcher,
operations, security tools etc.). Especially, “A” should use their own
funds to use the security tools recommended by “B” in accordance with the
security policy of “B” and is liable for the consequences of not using
such tools.
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3.
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“A” actively
participates in the QA (Quality Assurance) activities regarding security
and certification etc., of “B” for the “channeling service” and must
satisfy the standards set by “B.” If “A” does not satisfy the standards
set by “B,” “B” may decide not to initiate “channeling service” and may
halt “channeling service” even during “charged
service.”
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4.
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“A” is in
charge of the service and operation part (including channeling service) of
the game and must procure the necessary equipment and manpower
(network/CDN, DB server, game, web server related system engineers, GM,
web operators etc.).
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5.
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“A” provides
the client support service for members (handling of user inquiries,
operational tasks etc.,) and when personal information on members is
required with
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regards to
such tasks, “A” must confer with “B” in advance to make sure no legal
errors are made.
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6.
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“A” conducts
client support tasks on the site of “B” regarding the service of “this
game”, and with regards to the detailed operational roles of the parties,
the guide provided by “A” is to be
followed.
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7.
|
Except for
cases of force majeure such as natural disasters etc., “A” makes efforts
to provide the game with stability for the “channeling service” of “B,”
and when interruptions are unavoidable due to regular maintenance and
technical requirements, “B” must be notified in
advance.
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8.
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“A” can
upgrade or patch the game at their own
discretion.
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9.
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“A”
must take care of registration, rating, licensing, and evaluation
etc., of the game required for the “channeling service” of “B” at their
own expense and liability, and acquire the game rating agreed upon in
advance.
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10.
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“A” must
conduct operations of the game directly operated by “A” and provided
through “channeling service” by Hangame without discrimination, and as a
principle, upgrades, patches, and in-game events etc., will be conducted
and managed simultaneously.
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11.
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“A” oversees
and operates the construction, design, and operation of the website of
“this game” within the site of “B.”
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12.
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“A” is in
charge of providing and managing hardware such as DB servers, game
servers, web servers, etc., and related software for the operation of the
game.
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13.
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When “A”
receives personal information of the clients from “B”, they must manage it
in good faith, and when violation of such obligations leads to problems
such as the leak of personal information, “A” will be held liable and must
make compensation for damages.
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14.
|
If a third
party infringes upon the intellectual property rights related to the game,
“A” must take care of the matter swiftly at their own expense and
liability, and make sure there is no problem sustaining the
game.
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15.
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As the proper
rights holder of the game, “A” cannot infringe upon the rights and
liabilities of third parties, and if civil or criminal law suits are filed
against “B” for the violation of such rights or liabilities, “A” must
exempt “B” from liability at their own expense and
liability.
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16.
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When demanded
by “B” for the “service” “A” provides all information and access rights
required for security inspections and in this case, “B” will make
compensation for damages caused by
“B.”
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17.
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“A” must
actively cooperate with “B” regarding the gathering of data for the
overall execution of operations and marketing by “B”. Details are to be
determined through mutual
consultation.
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18.
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As operator
of the “service,” “A” must abide by the pertinent laws and requests of
administrative institutions regarding tasks such as registration as
communications vendor, user agreements, and consent to handling of
personal information etc.
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19.
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As the
original service provider of “this game,” “A” holds the rights and
responsibilities to the original
service.
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Article 6
(Obligations of “B”)
1.
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As the game
channel provider, “B” makes sure that the “channeling service” through
“Hangame” is provided smoothly.
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2.
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In order to
fulfill the obligations of the previous section, “B” conducts QA (Quality
Assurance) on security and certification prior to “channeling service”.
“B” can adjust the channeling service schedule in accordance with the
results of QA.
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3.
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With the
exception of unavoidable circumstances such as natural disasters or
emergencies, “B” must provide members with stable “channeling service”
during the term of contract. However, when suspension of service is
unavoidable for the purpose of regular maintenance and technical
requirements, “B” must notify “A” in
advance.
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4.
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For the
purpose of client management, “A” can request “B” for access to client
information, and “B” must immediately comply. The information provided in
such cases is limited to information needed to ameliorate the game through
better customer support and consideration of client opinions
etc.
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5.
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“B” provides
client support service related to the billing and cyber money (“Hancoins”)
of “B.”
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6.
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Upon
expiration or cancellation of the contract with “A,” “B” strives to
provide stable termination of service for a certain period of time in
consideration of the interest of the
members.
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Article 7
(Obligation of Mutual Provision of Information)
1.
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When deemed
necessary for the provision of the game, “B” can request that “A” provide
the source of game contents and related
materials.
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2.
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“A” can
request to view the service provision history of
“B.”
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3.
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When there is
a change of address or contact information, “A” and “B” must notify the
other party immediately, and the damages incurred by the lack of such
notification will be borne by all responsible
parties.
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Article 8
(Intellectual Property Rights Etc.)
1.
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“A” states and
guarantees that they possess the intellectual property rights and all
other rights needed for the execution of “this
contract”.
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2.
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“B” states
and guarantees that they are the legal holders of the rights to the
“billing system” they provide.
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3.
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The ownership
of all database on member information for the “channeling service”
lies with “B.” However, in the case of article 6 section 4, the required
information may be provided to “A.”
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4.
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IN the case
that the statements or guarantees in this article being false lead to the
filing of civil or criminal lawsuits against a party, the responsible
party must bear all of the expenses and
liability.
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Article 9
(Prohibition of Transfer of Rights)
“A” and “B” cannot
transfer the rights and obligations of “this contract” to a third party without
prior written consent from the other party. However, this does not apply in the
case of mergers and acquisitions.
Article 10
(Promotion, Marketing, Advertisement)
1.
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After the
connection of “this game,” “A” and “B” confer and decide on the execution
of online promotion and marketing after the stabilization of “this
game” in advance.
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2.
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After signing
this contract, the marketing activities of “B” and the channel that
clients access through the “Naver” search will be “Hangame” of
“B.”
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3.
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When “A” or
“B” needs to access the operating site of the other party for marketing
reasons, they must consult one another and make decisions in
advance.
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4.
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For the
purposes of promoting and marketing of “this game,” “A” and “B” can use
the BI, CI, and trademarks of the other party with prior consent and in
accordance with the guidance of the other
party.
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5.
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“A” and “B”
must confer beforehand with regards to the medial promotion activities of
“this game.”
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Article 11
(Distribution and Settlement of Business Expenses Etc.)
1.
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“A” and “B” each bears
an equal 50% of all “business expenses” accrued after the “channeling
service” of “this game” and during the term of contract of “this
contract.”
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2.
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“A” notifies
“B” of the basis of calculation and total amount of the monthly “business
expenses” in writing or through electronic documents not later than 5
working days into the month after the month in
question.
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3.
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When “B” has
no objection to the notification in the previous section, “A” sends “B”
tax statements for 50% of the “business expenses” not later than 5 working
days into the month after the month in question, and “B” pays the amount
in question to “A” not later than the end of the month after the tax
statements were issued.
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4.
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When “B” has
objections to the notification in section 2, the amount is to be adjusted
as per mutual agreement.
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5.
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With regards
to the distribution of business expenses as per this article, “A”
distributes part of the “publishing profits” to “B” in accordance with
article 13 section 3 of “this
contract.”
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Article 12 (Charged
Service and Billing Etc.)
1.
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The ultimate
purpose of “this game” of “A” is “charged service” provided to the members
of “B.”
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2.
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The timing,
method, and rates of the “charged service” of “this game” will be decided
on by mutual agreement between “A” and “B” in consideration of the rates
of games already in the market etc.
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3.
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The
application of rates will be the same for “A”’s own site and “B”’s
“Hangame.”
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4.
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In order to
provide smooth “channeling service” to the members of “B,” organic
connection with other contents in “B”’s “Hangame” can be made possible,
and such integration is to be decided upon through prior mutual agreement
between “A” and “B.”
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5.
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In order for
members of “B” to use “charged service” in “this game,” “B” is to build a
system that converts “Hancoins” into “Cash” which can be used in
“this game.” “A” actively provides support for all matters required by “B”
for the building of said system.
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6.
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“A” allows
members of “B” to use the “Cash” converted as per the previous item in
“this game” for purchasing items and using other charged
services.
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Article 13 (Subject
of Profit Distribution and Profit Distribution)
1.
|
With regards
to the “channeling service” provided by “B” in accordance to “this
contract,” “A” pays “B” 40% (VAT included) of the “subject of profit
distribution” stipulated below starting in the first month of charged
service. The “subject of profit distribution” is defined as the “Hancoin
Exhaustion” minus the “Hancoin Handling Fee,” expressed as the following
equation.
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[Subject of profit
distribution = Hancoin Exhaustion - Hancoin Handling Fee]
2.
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In addition
to section 1, the “Hancoin Handling Fee” of the “Hancoin Exhaustion” will
be borne by “A” at the beginning of the first month of charged
service.
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3.
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Starting from
the month of initiating publishing service, “A” pays “B” 40% (VAT
included) of the “publishing profits” excluding the profits accrued from
“Channeling Service” of “Hangame”
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Article 14
(Standards of Settlement)
1.
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“A” and “B” cannot
illegally delete, modify, or add to the LOG information they each
possess.
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2.
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“B” adds up
the service results of the contents of “A” by service time and allows “A”
to view the results, and “A” can request “B” to allow them to view the
detailed contents provision data.
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Article 15 (Method
of Payment)
1.
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After
“charged service” is initiated, “A” notifies “B” of the basis of sales
calculations and income distribution details regarding the amount
stipulated in article 13 not later than 2 working days into the month
after the month in question in writing or by electronic
documents.
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2.
|
When “B” has
no objections to the notification of section 1, “A” sends tax statements
for the amount to be paid to “B” calculated using the profit distribution
method in article 13 section 1 and the amount corresponding to the
“Hancoin Handling Fee” as per article 13 section 2 not later than 5
working days into the month after the month in question, and “B” pays “A”
the amount calculated by deducting the “Hancoin Exhaustion” from the
amount in said tax statements by the end of the month following the month
in which the tax statements were
issued.
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3.
|
When “B” has
objections to the notification in section 1, the parties should reach an
agreement on the settlement, but when no such agreement is reached by 5
working days after receiving the notification, the settlement is made in
accordance to the amount in section 1 and the difference reflected in the
next month’s settlement.
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4.
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If the
payment dates mentioned in sections 1, 2, and 3 of this article are public
holidays, they are deemed to refer to the first working day after the
holiday.
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5.
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Even after
“this contract” is terminated, expired, or cancelled, the parties must
fulfill their obligations to settle existing sales in good faith, and if
the contract is cancelled in the middle of the month, the amount of
settlement is to be calculated based on the number of
days.
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Article 16 (Audit
of the Publishing Service Profits Distribution Materials)
1.
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“A” may not revise or
correct the “publishing service” details illegally, and must maintain the
“publishing service” details and profit distribution-related materials
(“publishing profit distribution materials”) for the period of time
stipulated by law.
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2.
|
During the
term of the contract or within 2 years after expiration or termination of
the contract and with prior written notice to “A,” “B” can inspect and
audit the data of “A” on total sales, net sales, etc., directly
or through public auditors designated by “B” up to once a year. Such
auditing will be conducted during the operating hours of “A” without
disturbing the normal operation activities of “A.” The expenses of
auditing will be borne by “B.”
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3.
|
If results of
the audit of section 2 above show that the payments made are less than
they should have been, “A” pays the unpaid amount by the end of the month
following the month of issuance of the tax statements to “B.” In this
case, interest of 9% a year should also be paid in addition to the unpaid
amount.
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4.
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If results of
the audit of section 2 above show that the paid amount is greater than it
should have been, then “A”
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(1)
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Returns the
surplus to “B” within 30 working days from the day of discovering such
surplus payment, or
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(2)
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Deducts the
surplus payment from the future payments “B” is to make to
“A.”
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The parties may
only conduct after the fact settlement of profit distribution in
accordance
with the
regulations of this article and when auditing is not conducted during the term
specified in section 2 above or after the fact settlement has been conducted
after conducting the audit in accordance with section 2, after the fact
settlement cannot be demanded again for any reasons for the distribution of
profits of the term in question.
Article 17
(Cancellation)
1.
|
When a party
is liable for violating the provisions of “this contract,” the other party
can notify the violating party of the violation in writing and cancel the
contract in writing if no measures are taken within 1
month.
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2.
|
When a party
falls under the following conditions, the other party can immediately
cancel “this contract” through written notification without any prior
notice.
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(1)
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When
processes for the interruption of transactions with financial
institutions, dissolution, composition, corporate reorganization,
bankruptcy etc., or similar proceedings are initiated against a
party.
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(2)
|
When
significant obstruction to the “service” has taken place or is rationally
expected to take place due to serious violation of the law committed or
social criticism incurred by a
party.
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(3)
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When the
execution of “this contract” is rendered impossible or deemed extremely
difficult due to the fact that decisions of provisional seizure,
provisional attachment injunctions, public sales, auction initiation etc.,
regarding important assets of a party required for “this contract” are
rendered.
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(4)
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When a party
receives an order of cancellation or suspension of operations from the
courts or authorities.
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(5)
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When “B”
cannot provide “channeling service” because “A” does not satisfy the
standards set by article 5 section 5 or due to stability
issues.
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3.
|
Both parties
can cancel the contract when executing the contract becomes difficult due
to natural disasters, force majeure
etc.
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Article 18 (Effects
of Cancellation)
1.
|
When one
party cancels the contract, this contract loses its validity from that
point on.
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2.
|
The
cancellation or termination of the contract does not affect the demand of
compensation.
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3.
|
In the case
of termination or cancellation of this contract, “B” does not return
information including user information owned by “B”, unless “A” holds the
copyrights etc.
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Article 19
(Compensation)
1.
|
When the
contract is cancelled in accordance with article 17 sections 1 and 2, the
party that caused damages due to violation of contract must make
compensation to the other party. The scope of compensation is to be
determined in accordance with the Commercial Act and Civil
Act.
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2.
|
When the
contract is cancelled in accordance with article 17 section 3, the party
exercising the right to cancel cannot demand the other party to make
compensation or execute the
contract.
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3.
|
When a party
receives damage due to violations of “this contract” other than the 2
previous sections, the liable party must make compensations for all
damages.
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Article 20
(Confidentiality)
1.
|
The parties
can only use the information and materials exchanged in relation to “this
contract” to fulfill the purpose of this contract and cannot provide or
release such information or materials to third parties without the written
consent of the other party.
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2.
|
When damages
occur due to the violation of this article, the liable party must
compensate the other party for all
damages.
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3.
|
This article
remains in effect during and after the termination of this
contract.
|
Article 21
(Alterations to the Contract)
When it is
necessary to amend or supplement parts of this contract, alterations can be
implemented by a letter of agreement signed by “A” and “B.”
Article 22 (Good
Faith)
“A” and “B”,
recognizing that all services promoted under “this contract” are joint
operations, cooperate in the execution of “this contract” and other matters in
good faith.
Article 23 (Court
of Jurisdiction)
The Seoul Central
District Court will be the court of jurisdiction for all conflicts between the
parties with regards to “this contract.”
Article 24
(Other)
1.
|
When
conflicts arise between “A” and ”B” regarding “this contract,” the
principle is to resolve through mutual
consultation.
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2.
|
When part of
the terms or provisions of “this contract” are invalid, ineffective, or
unenforceable, the other provisions of “this contract” are not affected.
However, such terms and provisions are enforceable and valid to the
maximum extent possible within the boundaries of the
law.
|
For the purpose of
evidencing this contract, 2 copies of this lease contract are to be drafted,
signed, and sealed, and the “licensee” and “licensor” shall each keep a
copy.
April 16,
2010
“A”
00 Xxxxx,
Xxxxxxx Xxxx Xxxxx 0xx
000-00
Xxxx-Xxxx Xxxx-Xx
Xxxxx,
Xxxxx 152-790
Representative
Director Xxx, Xxxxx Xxxx
|
“B”
NHN
Corporation
000-0
Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxxxxx-xx
Green
Factory
Representative
Director Xxx, Xxxx Hun
|
<Annex 1.
Details of Business Expenses>
These details of
business expenses are drafted in order to clarify the scope and standards for
“A” and “B” to jointly bear the expenses of providing stable service of “HUXLEY:
The Dystopia.”
1.
|
Term of
Sharing Expenses
|
1)
|
Term of
Sharing: Start date of OBT service ~ Approximately 1 month after
commercialization (until June 30,
2010)
|
2)
|
Stabilization
Period: Day after completing of OBT service(July 1, 2010) ~ Termination
date of contract
|
2.
|
Shared
Expense Items
|
1)
|
System H/W:
48 month depreciation applied
|
2)
|
System S/W:
60 month depreciation applied
|
3)
|
System
Operations Expenses: IDC service fee, 상면적 expenses
etc.,
|
4)
|
Wages: System
management and monitoring, game operation GM, call center, web design and
development, DB and development support, Game & Balance QA etc.,
inserted M/M
|
5)
|
CDN (Contents
Delivery Network) Fee: Monthly actual expense
calculations
|
3.
|
Main Standard
Unit Prices
|
1)
|
System
Operations Expenses: 700,000KRW/month for each server
rack
|
2)
|
Wages
|
Level
|
Degree and
Experience
|
Expense
|
||
PhD
|
Masters
|
Bachelors
|
Cost
(month)
|
|
Technician
|
8,814,000
|
|||
Expert
Technician
|
3 yrs or
more
|
9 yrs or
more
|
12 yrs or
more
|
7,800,000
|
High Level
Technician
|
Less than 3
yrs
|
6~9
yrs
|
9~12
yrs
|
5,850,000
|
Mid Level
Technician
|
3~6
yrs
|
6~9
yrs
|
4,862,000
|
|
Low Level
Technician
|
Less than 3
yrs
|
Less than 6
yrs
|
3,640,000
|
3)
|
CDN
Expenses
|
A.
|
OBT Service
Term: Mixed usage of the server download method for stable downloading and
the P2P method for cutting costs.
|
i.
|
Server
Download Method: Total 5G (8,000KRW per 1Mb) – 1 month flat
rate
|
ii.
|
P2P Download
Method: Total 5G (4,000KRW per 1Mb) – Only usable after
|
exceeding server download data limit
(5G)
※ However, in the case of
data traffic for the P2P method, it was decided by agreement to provide all
services within a maximum expense limit of 8 million KRW.
B.
Stabilization Period: Approximately 1 month after OBT service, check the traffic
at the time and reevaluate to proceed with the contract.
4.
|
Settlement
Cycle and Method
|
Item
|
Note
|
||
Settlement
Cycle
|
Settle
Monthly
|
||
Settlement
Method
|
Quarterly
plan → monthly alterations report → monthly spending details and xxxx
(5th
of the following month) → verification of details → payment (end of
following month)
|
||
Sharing of
quarterly plans
|
- “A” shares
the quarterly plans with “B” to confer in advance on the expected system
operations expenses and wages to be invested in that
quarter
|
||
Monthly
alterations report
|
- When
alterations need to be made to the system operations expenses and wages on
the quarterly plans, “A” shares the alterations report with “B” by the
5th
working day of each month
|
||
Expense
Report
|
- “A” submits
the expense report of the previous month along with pertinent documents to
“B” by the 5th
of the following month.
- “B”
compares the expense report and pertinent documents with quarterly plans
and monthly alteration reports, and when differences exist, “B” can
request “A” to verify, upon which “A” provides “B” with further details of
expenses.
- Based on
the expense report and pertinent documents submitted to “B,” “A” issues
tax statements by the 5th
working day of the following month, and “B” pays in cash by the final day
of the month during which the tax statements were
received.
|
||
Other
|
However, CDN
expenses will be included and settled in the expense report of the
following month based on actual
expenses.
|
5.
|
Expected
Expense Standard Chart for the Terms of Sharing
Expenses
|
Item
|
Expected
Amount of Investment
|
|
OBT
Term
|
Stabilization
Term
|
|
System
H/W(Game & DB Server, Storage)
|
1.0
|
1.0
|
System S/W
(OS, SQL DB)
|
1.0
|
1.0
|
System
Operations Expenses
|
3.0
|
3.0
|
System
Management and Monitoring – 24 hrs (Mid Level)
|
0.5
|
0.5
|
Game
Operations GM – 24 hrs (Mid Level)
|
2.0
|
1.5
|
Game
Operations GM – 24 hrs (Low Level)
|
3.0
|
3.0
|
Call Center
Client Consultation (Low Level)
|
1.0
|
0.5
|
Web Design
and Development (Mid Level)
|
1.0
|
0.5
|
DB and
Development Support (Mid Level)
|
0.5
|
0.3
|
Game &
Ballence QA (Mid Level)
|
1.0
|
1.0
|
CDN
Fees
|
6,000
MB
|
1,500
MB
|
However, the
expected investment levels during the stabilization period as mentioned above
are subject to change due to changes in goals and indexes etc.