Exhibit 10.19
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.
SHOPPING AGENT SERVICE AGREEMENT
ARTICLE 1 (PURPOSE)
The purpose of this Shopping Agent Service Agreement ("Agreement") is to provide
for the method, process and the terms and conditions of the shopping agent
service of Interpark Goodsdaq ("Interpark Goodsdaq") and Best Buyer Co., Ltd.
("Best Buyer").
ARTICLE 2 (DEFINITION)
1. The Shopping Agent Service ("Service") shall mean the service provided by
Best Buyer by which users of Best Buyer's site may purchase the products
sold at the Internet shopping mall operated by Interpark Goodsdaq
(Goodsdaq: xxxx://xxx.xxxxxxxx.xxx/).
2. "Sales Commission" shall mean an amount payable by Interpark Goodsdaq to
Best Buyer with respect to the Service provided by Best Buyer.
3. "Sales" shall mean the sales of Interpark Goodsdaq generated through the
Service provided by Best Buyer.
ARTICLE 3 (SCOPE OF COOPERATION)
The parties shall actively cooperate with each other in the following fields in
order to obtain best results through mutual business cooperation:
1. Provision of information relating to the operation of the shopping mall and
sales products;
2. Recording of the sales and cooperation results through the Service; and
3. Cooperation in joint marketing or in any other fields to improve the effect
of the Service.
ARTICLE 4 (CONTENTS AND PROVISION OF SERVICE)
1. Interpark Goodsdaq and Best Buyer shall determine the products and contents
of the menu to be provided for the Service by mutual agreement, and Best
Buyer shall provide the Service to Interpark Goodsdaq by creating a link to
such products and menu contents.
2. Best Buyer shall provide e-commerce service by which the products can be
ordered and sold via the Internet shopping mall operated by Interpark
Goodsdaq.
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ARTICLE 5 (EFFECTIVE DATE AND TERM)
This Agreement shall be effective for one year from the date hereof and shall be
automatically extended for one year unless either party expresses an intention
in writing to modify the terms and conditions hereunder or to terminate this
Agreement by one month prior to expiration of the agreement.
ARTICLE 6 (DETERMINATION AND PAYMENT SERVICE FEE)
1. The fee for the Service ("Service Fee") shall be paid in a fixed amount per
month, and the Service Fee shall be as follows:
Amount Issuance Date of Invoice Payment Date
------------------- ------------------------------- ---------------------------
Monthly fixed Amount [****] of the Sales The 25th day of the immediately Until the 30th day of the
following month immediately following month
VAT
2. If any of the issuance or payment dates set forth in Paragraph (1) above
falls on any holiday, such issuance or payment shall be made on the
immediately following day.
ARTICLE 7 (SUSPENSION OF PROVISION OF THE SERVICE)
Best Buyer may suspend the Service in any of the following cases:
1. If the equipment for the Service needs to be repaired;
2. If the telecommunications business operator as set forth in the
Telecommunications Business Act ceases to provide telecommunications
services; or
3. Under Article 12 hereof.
ARTICLE 8 (TERMINATION)
In any of the following cases, either party shall terminate this Agreement by
giving written notice (including e-mail) to the other party:
1. If one party breaches or fails to perform any provision of this Agreement;
2. If one party causes damages to the other party result from gross negligence
or deliberate action;
3. If either Interpark Goodsdaq or Best Buyer cannot continue this Agreement
due to material reasons such as bankruptcy; or
4. If this Agreement cannot be performed.
[****] = MATERIAL OMITTED: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ARTICLE 9 (PROHIBITION ON TRANSFER)
Neither Interpark Goodsdaq nor Best Buyer may transfer its rights and
obligations under this Agreement without prior written consent of the other
party.
ARTICLE 10 (INTELLECTUAL PROPERTY)
The ownership, copyright and license of the system (hardware and software) and
all design, specifications, materials, technologies, know-how, patents and
utility models related to, or incorporated in, the system which are developed
while performing this Agreement or relating to the performance of this Agreement
(collectively "Intellectual Property") shall belong to the developing party. The
ownership, copyright and license of any Intellectual Property jointly developed
by the parties shall belong to both, Interpark Goodsdaq and Best Buyer.
ARTICLE 11 (CONFIDENTIALITY)
Neither Interpark Goodsdaq nor Best Buyer may disclose to a third party or use
for purposes other than those contemplated under this Agreement the other
party's trade secrets obtained in the course of execution of this Agreement,
without prior written consent by the other party, even after the end of the term
of this Agreement. In the event of breach of the foregoing, the disclosing party
shall be responsible to the other party for damages incurred therefrom.
ARTICLE 12 (FORCE MAJEURE)
Neither party shall be responsible for any delay or default of its obligations
caused directly or indirectly by a force majeure or any event beyond the control
of the either party.
ARTICLE 13 (DISPUTE SETTLEMENT)
Any dispute arising between the parties in connection with this Agreement shall
be brought before the Seoul District Court for resolution.
Both parties have confirmed and agreed to each of the provisions hereunder.
IN WITNESSETH WHEREOF, both parties have executed two copies of this Agreement
and affixed with their names and seals, each of which shall be kept by the
respective parties.
October 1, 2003
Interpark Goodsdaq: Best Buyer:
Name: Young Bae Ku (seal) Name: Yong Xxx Xxx (seal)
Title: Representative Director Title: Representative Director
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Company Name: Interpark Goodsdaq Company Name: Best Buyer Co., Ltd.
Business Registration Number: 000-00-00000 Business Registration Number: 000-00-00000
Address: Xxxxxxx Xxxx., 00-00 Xxxxx-Xxxx, Xxxxxxx: 6th Fl, Jaesung Bldg., 0000-0
Xxxxxxxxxxxx-Xx, Xxxxx Xxxxxx-0 Xxxx, Xxxxxx-Xx, Xxxxx
0
