Exhibit 10.20
English Translation
CONFIDENTIAL TREATMENT REQUESTED BY GMARKET INC.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
OPEN MARKETING INFORMATION CONTRACT
This Open Marketing Information Contract (this "Contract") is made and entered
into by and between Interpark Goodsdaq ("Interpark Goodsdaq") and Open Marketing
Information Co., Ltd. ("Open Marketing") for the OMI (as defined below) service
as follows:
Article 1 (Purpose)
The purpose of this Contract is to set out necessary business handling processes
and the rights and obligations of Interpark Goodsdaq and Open Marketing in
connection with the Intermediary Services provided on the website operated by
Open Marketing (xxx.xxx.xx.xx, hereinafter referred to as "OMI") for the sale of
Interpark Goodsdaq's goods and services.
Article 2 (Definition)
1. "Members" shall mean users who provide to OMI any necessary
information for purchasing goods and who are given an ID and a
password.
2. "Intermediary Service" shall mean Open Marketing's provision of
information on goods and services sold by Interpark Goodsdaq to
Members through electronic contacts at OMI website and forwarding
orders received from Members to Interpark Goodsdaq to conclude a sale
and purchase between Members and Interpark Goodsdaq.
3. "Purchase Price" shall mean the price a Member pays to Interpark
Goodsdaq for the goods or services bought through Open Marketing.
4. "Commissions" shall mean the agreed proportional amount from Interpark
Goodsdaq's sales resulted from Open Marketing's Brokerage, to which
Open Marketing is entitled by agreement between the parties.
5. "Member Information" shall mean any and all personal and purchase
transaction
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records provided by Members to Open Marketing.
Article 3 (Obligations)
1. Interpark Goodsdaq shall use its best effort to promote sales by
sharing information on the sale of goods and services with Open
Marketing.
2. Open Marketing shall be equipped with necessary personnel and system
to give its Members prompt and accurate information on sale of
Interpark Goodsdaq's goods and services and shall provide advice on
related businesses.
Article 4 (Purchase Price and Settlement Method)
1. Concurrently with the execution of this Contract, Open Marketing shall
xxxx Interpark Goodsdaq the account number of an account in the name
of Open Marketing.
2. If Members purchase Interpark Goodsdaq's goods through the
Intermediary Service of Open Marketing, Interpark Goodsdaq shall pay
the separately agreed commission into Open Marketing's account.
3. Interpark Goodsdaq shall pay into Open Marketing's account an amount
equal to [****] percent of the sales (VAT inclusive) on the agreed
date, regardless of the manner of payment (cash or credit cards) of
Members.
4. Interpark Goodsdaq shall settle accounts after confirmation of
delivery of goods ordered and reflecting any invalidation of orders,
such as cancellations or refund, etc.
5. Open Marketing shall xxxx Interpark Goodsdaq the monthly sum of the
commission by no later than the 21st day of the following month by
issuing a tax invoice, and Interpark Goodsdaq shall pay the sum set
fort in the tax invoice into Open Marketing's account within seven
days after receipt of the invoice.
[****] = MATERIAL OMITTED: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Article 5 (Confidentiality of Credit Information)
1. Open Marketing shall not disclose to a third party without prior
consent of Interpark Goodsdaq any trade secrets and relevant
information of Interpark Goodsdaq, other than information on goods and
services, obtained in the course of business.
2. Interpark Goodsdaq shall not use or disclose or provide to a third
party any Member Information, obtained in the course of delivering
goods and supplying services, without prior consent of Open Marketing
and Members.
Article 6 (Damages)
1. If either party causes any damage to the other party or Members by any
willful act or negligence in breach of Article 8 hereof, the breaching
party shall compensate for such damage.
2. Interpark Goodsdaq shall bear a all liability for damages incurred by
Members arising from Interpark Goodsdaq's goods and services sold
through Open Marketing.
3. Interpark Goodsdaq, who is in charge of delivery, shall be liable for
damages incurred by Members with respect to delivery of goods and
services.
4. If the goods and services sold by Interpark Goodsdaq are the causes of
disputes relating to trademark, design right, patent, etc., Interpark
Goodsdaq shall be civilly and criminally liable for damages and
related costs
Article 7 (Amendment and Termination)
1. If either party fails to perform its obligations hereunder without any
special reason, the other party may amend or terminate this Contract,
in whole or in part, by mutual agreement between Interpark Goodsdaq
and Open Marketing.
2. If Open Marketing receives a complaint more than three times from
Members due to Interpark Goodsdaq's willful act or negligence, and if
the complaint is found reasonable, Open Marketing may terminate this
Contract at its discretion to protect the Members.
3. If this Contract is terminated by agreement between Interpark Goodsdaq
and Open Marketing, all relevant businesses and outstanding payments
shall be
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settled within a month from the date of such termination.
4. If Open Marketing determines that Interpark Goodsdaq's willful act or
negligence will likely obstruct fair trade practices, Open Marketing
shall give Interpark Goodsdaq a notice thereof and may terminate this
Contract at its discretion in accordance with the Monopoly Regulation
and Fair Trade Act and the Enforcement Decree thereof.
Article 8 (Term and Extension)
1. The term of this Contract shall be six months from the date of
execution.
2. Unless either or both parties demand to amend or terminate this
Contract in writing at least 10 days prior to expiration of the term
referred to in the above paragraph, this Contract shall be
automatically renewed for another six month-period on the same terms
and conditions.
Article 9 (Dispute Resolution and Jurisdiction)
1. Matters not provided for herein shall be determined upon mutual
consultation between Interpark Goodsdaq and Open Marketing, unless
otherwise agreed, and if an agreement fails to be reached through
consultation, the matter shall be determined in accordance with the
laws of Korea and general commercial practices.
2. If any dispute arises in connection with this Contract, Interpark
Goodsdaq and Open Marketing shall do their best to resolve the dispute
through amicable settlement, failing which the dispute shall be
brought before the Seoul Central District Court for resolution.
IN WITNESSETH WHEREOF, Interpark Goodsdaq and Open Marketing have caused two (2)
copies of this Contract to be executed and affixed with their names and seals,
each of which shall be kept by the respective parties.
June 16, 2003
Interpark Goodsdaq:
Interpark Goodsdaq
Address: Hosung Building (new building) 6th Fl., 00-00, Xxxxx-Xxxx,
0
Xxxxxxxxxxxx-Xx, Xxxxx
Business Registration No.: 000-00-00000
Representative Director: Young Bae Ku [seal]
Open Marketing:
Open Marketing Information Co., Ltd.
Address: Techno Mart 22nd Fl., 546-4, Guui-Dong, Gwangjin-Gu, Seou
Business Registration No.: 000-00-00000
Representative Director: Pyeong Xxxx XXXX [seal]
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