Exhibit 10.8
Translated From Japanese
Basic Contract
Total Insurance Management (A) and Fan Club Entertainment (B) agree upon
contents use of images as follows, and enter into a basic contract.
1. Purpose
A and B agrees promoting jointly the enterprise set to the 4th article
based on a mutual confidential relation, observes each provision set to this
contract, and acts according to the principle of faith sincerity.
2. Definitions
In this contract, contents mean the program, the image, sound, and music in
which A or a third party has a right of use consent about distribution to the
right and the Internet communications network of copyright and portrait rights.
3. Contents Field of Use
The contents in which A carries out use consent to B can be limited to the
direct distribution business of B, and can be used for the distribution act to
the Internet communications network. A shall accept the right which gives the
re-use consent to a third party to B.
4. Contents Transmission Area
B shall use the Internet communications network, the contents to which A or
a third person has the right of its copyright and portrait rights shall be
distributed to the Internet communications network as an act of the service
which the business of B and B services (henceforth "this business"), and A
consents and cooperates B's business.
5. License of Contents
(1) Perform creation and edit to the bottom of management of A under
exclusive contract about the contents in which A carries out use consent for the
purpose of the distribution business of B to B by the 4th article, and make A
use it for B in the range of the enterprise set to the 4th article.
(2) According to the preceding clause, B shall be faced distributing the
contents in which A carries out use consent to B, and shall not change the
contents. However, A and B shall agree to determine about organization of the
program and image which B distributes, and B consents to this.
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(3) When B makes each provision which should observe B of this contract
strictly to the third party concerned observe strictly when B undertakes the
distribution enterprise of the contents which received use consent to the third
party in connection with the 3rd article, and the third party concerned breaks
this contract, B shall owe all responsibility about this contract as solidarity.
6. Contents Field of Costs
(1) Value for the right of use consent of the program, the image, the
sound, and music which B distributes shall be defined as follows.
1. "Dreamer's High" 15,000,000 Yen (excluding tax) The period of
contents use: August 1, 2004 to July 31, 2006
2. "Koi hone" 15,000,000 Yen (excluding tax) The period of contents
use: August 1, 2004 to July 31, 2006
(2) On August 27, 2004, B shall pay the value set to a clause by bank
transfer to A. In addition, B pays the commission concerning bank transfer.
7. Copyright Guarantee
The copyright of the program and image which B distributes shall belong to
A, and A guarantees that the contents of the contents which carry out use
consent to B are the Copyright Act.
8. Indemnity
(1) Even if it is the case where damage arises in A by A having been
contrary to the seventh-article regulation, and having distributed the contents
to which B breaks the Copyright Act, B shall not follow any obligation to pay
reparations for this damage.
(2) About the contents in which A carries out use consent to B, when the
lawsuit of literary piracy is raised from a third party, A shall pay all the
expense about the defense expense, reparations expense and a cross action, or
reconciliation.
9. Confidentiality
Without prior consent of the other party A or B must not to release the
technical and operational secret on business to the third party.
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10. Termination
(1) When A or B breaks regulation of this contract, and even if it sets a
considerable period with a document and calls on the other party, when the
violation fact is not corrected in addition, they can cancel all or a part of
this contracts.
(2) When it corresponds to each following articles, A or B can cancel all
or a part of this contract without carrying out any notification to the other
party.
1. When the inaccurate or unjust act in connection with fulfillment
of this contract occurs.
2. When A or B receives temporary seizure, provisional disposition,
seizure, or a tax disposition for failure to pay or when A or B
itself carries out the procedure of corporate rehabilitation,
reorganization of corporation, or auction, bankruptcy, and
arrangement.
3. When receiving dishonor disposal about the note or check which
was issued or was taken over, and when payment is stopped.
4. When a financial condition gets worse remarkably, and when there
is a probable reason that it gets worse.
11. Transfer
Without prior consent by the other party's A and B cannot make transfer a
right or duty to a third party.
12. Period of Contract
The term of validity is to the end of the day of the contents use defined
by the 6th article.
13. Residual Provision
The 9th-article regulation will be effective after the end of this
contract.
14. Deliberations
When the matter and doubt which are not set to this contract arise, A and B
must solve after deliberations according to the principle of faith sincerity.
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As a proof of this conclusion of a contract, two copies of these contracts shall
be drawn up and one copy shall be held each A and B with signature and seal.
August 1, 2004
A: Total Insurance Management
President /s/ Xxxxxxx Xxxxx
0-0-0 Xxxx Xxxxxxxxx Xxxx-xx, Xxxxx-xxx 000-0000
B: Fun Club Entertainment
President /s/ Xxxxxxxx Xxx
0-0-00 Xxxxxx Xxxxxx Xxxxxx-xx, Xxxxx
0
