EXHIBIT 10.37
AGREEMENT ON ASSET TRANSFER
This Agreement (hereinafter referred to as this "Agreement") is entered into by
and between IAMBiz Co., Ltd. (hereinafter referred to as "Transferee") and
GRAVITY Co. Ltd. (hereinafter referred to as "Transferor") in connection with
the transfer of certain assets owned by Transferor from Transferor to
Transferee.
ARTICLE 1 [OBJECT OF TRANSFER]
The assets being transferred (hereinafter referred to as "the Transfer Assets")
are set forth in "Transfer Assets Schedule (Annex 1)" and "Computational Basis
for Asset Sale (Annex 2)".
ARTICLE 2 [PRICE AND PAYMENT TIME]
In consideration of the Transfer Assets, Transferee shall pay to Transferor KRW
510,000,000. As for timing of payments, an initial sum of KRW 51,000,000 shall
be paid on the date of this Agreement, an interim sum of KRW 153,000,000 shall
be paid within 15 days from the date of this Agreement, and the balance amount
of KRW 306,000,000 shall be paid within 30 days from the date of this Agreement.
Transferor shall transfer the Transfer Assets to Transferee upon receipt of the
balance payment, at which time the Transfer shall be deemed as having been
completed (except for VAT).
ARTICLE 3 [TRANSFEROR'S WARRANTIES]
1. At the time of the transfer of the Transfer Assets, Transferor shall transfer
to Transferee all the guaranties and service-related documents issued by the
manufacturers and service providers in respect of the Transfer Assets.
2. Until the time of transfer set forth in Article 4, Transferor shall be
obligated to preserve, with equal care given to its own assets, the Transfer
Assets in the same condition as inspected by Transferee.
ARTICLE 4 [DELIVERY TIME OF THE TRANSFER ASSETS]
Transferor shall deliver the Transfer Assets on the date of the balance payment.
Any related costs of transfer shall be borne by Transferee.
ARTICLE 5 [LIABILITY FOR THE TRANSFER ASSETS]
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Both parties hereby agree that Transferor shall be liable for any defects in the
Transfer Assets arising before the transfer and Transferee shall be liable for
any such defects arising after the transfer.
ARTICLE 6 [PENALTIES FOR DELAY]
In the case of delay in payment or transfer of the assets, the party at fault
shall pay the other party an amount equal to 1 out of 500 of the contract amount
per each day of delay.
ARTICLE 7 [TERMINATION OF AGREEMENT AND LIQUIDATED DAMAGES]
1. This Agreement may be terminated by mutual consent of the parties or upon a
unilateral breach of contract.
2. If the value of the Transfer Assets substantially falls as a result of a
defect therein caused by intentional misconduct or gross negligence by
Transferor prior to the transfer, Transferee has the right to seek cure from
Transferor, and if there is no cure within 7 days of demand therefor, Transferee
may terminate this Agreement.
3. Either party may terminate this agreement if, without the fault of such
party, the other party does not perform, or delays in performing, its
obligations hereunder and there is no cure within 7 days of demand therefor.
However, if Transferor is at fault, Transferor shall indemnify Transferee by an
amount equal to two times the initial sum, and if Transferee is at fault,
Transferor may keep the initial sum.
ARTICLE 8 [AMENDMENT]
This Agreement may be amended in part or in whole by mutual written consent, and
such amendment shall be effective from the day immediately following the date of
amendment.
ARTICLE 9 [CONFIDENTIALITY]
1. Neither party shall disclose to a third party any technical information,
business secrets or other information received or obtained from the other party
or a third party in connection with this Agreement without the other party's
written consent.
2. The preceding clause shall survive the cancellation or termination of this
Agreement, except where the other party's prior consent is obtained for internal
use in connection with asset revaluation or for other purposes.
ARTICLE 10 [INDEMNIFICATION]
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In the event that either party inflicts harm on the other party due to
intentional misconduct, negligence or breach of the ordinary standard of care,
such party shall indemnify such other party and any third party at such party's
own costs and expenses.
ARTICLE 11 [NOTICE REQUIREMENT]
Each party shall promptly notify the other party of any change or potential
change in its corporate name, representative, address, industry and other
material information known to such party at the time of this Agreement.
ARTICLE 12 [MISCELLANEOUS]
Matters not stipulated in this Agreement or disagreements as to the
interpretation of this Agreement shall as a matter of principle be decided
amicably between the parties, provided that disputes relating to this Agreement
shall be adjudicated by the Seoul District Court.
For the purpose of strict compliance with the terms above, the parties hereto
shall make two copies of the Agreement, which they shall sign and seal, and each
party shall keep one of such copies.
Annex 1. Transfer Assets Schedule
Annex 2. Computational Basis for Asset Sale
Date: October 10, 2003
(Transferor)
Address: 000-0, Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxx
Xxxxxxxxx name: GRAVITY Co. Ltd.
Representative Director: Jung Hwi Yung /Seal/
(Transferee)
Address: 000-00, Xxxx-xxxx, Xxxx-xx, Xxxxx
Xxxxxxxxx name: IAMBiz Co., Ltd.
Representative Director: Xxx Xxxxx Gon /Seal/
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