Exhibit 10.3
CONTRACT
This contract shall be entered into between Cusco located in 0000-00 Xxxxxx-Xxxx
Xxxxxx-Xx, Xxxxx, Xxxxx (hereinafter referred to as "Cusco") and Leozone located
in 102 1st Floor, 000-00 Xxxxxx-Xxxx Xxxxxxxxxx-Xx, Xxxxx, Xxxxx (hereinafter
referred to as "Leozone") and be concerned with prescribing the work scope,
rights and duties when the service of "Leozone" for the development and design
of the traffic and transportation means (mobile vehicles, monorails, etc.) to be
available internally and externally in the theme park complex for the users of
MGM Studio City (the theme park project) propelled by "Cusco"
Article 1 (Project of "Cusco")
The project for MGM Studio City, the theme park propelled by "Cusco", shall be
as follows.
A. Main Facilities
1) MGM Studio Park (the Hollywood type theme park)
2) MGM Hollywood Way (commercial facilities such as food and beverage,
entertainment, retail, etc.)
3) Accommodation facilities such as MGM Hollywood Hotel, condominiums, etc.
4) Water park
5) The other facilities related to MGM Studio City
B. Expected Open Date: The first half of 2011
C. The expected land for the theme park project: About 300 thousand pyeong in
the metropolitan area (changeable according to the circumstances of "Cusco")
D. Expected Number of Users: Minimum 7 to 10 million persons annually
Article 2 (Service of "Leozone")
As for the traffic and transportation means (mobile vehicles, monorails, and
electric vehicles) to be available internally and externally in the park for the
users of the theme park propelled by "Cusco" of Article 1 stated above,
"Leozone" shall render to "Cusco" the services such as research and development,
economic feasibility of the moving path and the operation system, technical
feasibility study, etc.
Article 3 (Work Performance Procedures and Scope of "Leozone")
"Leozone" shall provide the service for "Cusco" according to the following work
procedures and scope to perform the work of each provision of Article 2 stated
above.
A. Research and Market Survey
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"Leozone" shall do a market survey on the traffic and transportation means
systems (monorails, mobile vehicles, electric vehicles, etc.) being operated in
domestic and overseas main theme parks, entertainment facilities, amusement
parks, and other large-scale visitor collection facilities to supply it to
"Cusco". The survey details shall have to include the following.
1) Types and strong and weak points of a transportation (traffic) means
2) Maximum number of persons that can be transported for n hour
3) Introduction (manufacturing) cost and maintenance and repair expenses
4) Persons needed to maintain the relevant system
5) Laws related to safety
B. Selection of the Model of Transportation (Traffic) Means and Development of
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the Operation System
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"Leozone" shall have to develop the separate technology of each following item,
design the integrated system, and provide for "Cusco" the model for investment
expenses, maintenance, and repair accordingly in parallel with the market
survey.
1) Forecasting the moving paths of the users inside MGM Studio City and the
demand for each hour
2) Simulating each transportation (traffic) means and developing the system
3) Calculating the development expenses, construction expenses, operation
expenses, etc.
4) Planning to design and develop the selected transportation means
(monorails and mobile vehicles)
5) Preparing the vendor list and carrying out buying negotiations as proxy
6) Supervising the facility construction
C. Developing and Testing the Operation System
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After "Leozone" fixes the model for the transportation means through the site
survey based on the master plan and business plan of "Cusco" at the same time
when the land for the project of "Cusco" is fixed, "Leozone" shall develop and
internally or externally manufacture the prototype for the model or the model
similar to it. However, "Cusco" shall bear the expenses for developing the
prototype or model.
Article 4 (Contract Period)
This contract shall be effective from the signed date to Dec. 31, 2010. However,
if the contract period should change due to the unavoidable circumstances of
"Cusco" and "Leozone", the change shall be decided with a mutual agreement, and
the additional expenses occurring due to this reason shall be agreed on
separately.
Article 5 (Contract Amount and Payment Standards)
The contract amount to be paid to "Leozone" by "Cusco" based on this contract
shall be paid on the basis of the following standards.
A. Research and Market Survey: 200 million KRW (KRW 200,000,000)
B. Forecasting of Moving Paths and Design and Development of the
Transportation System: 1 billion KRW (KRW 1,000,000,000)
C. Expenses for Manufacturing the Transportation Means Model (Model): 300
million KRW (KRW 300,000,000)
TOTAL CONTRACT AMOUNT: IT XXXXX XX 0 XXXXXXX XXX 000 XXXXXXX XXX.
Article 5 (Scope and Recognition of Subcontract)
In order to successfully perform this service, "Leozone" shall possibly make a
separate contract with the third professional company for acquiring the
technical advisement or requesting for technology development if necessary and
develop the technology and perform this contract in cooperation with the third
company. That case shall have to be handled with the approval of "Cusco", and
the expenses occurring from it shall be taken care of as the expenses of
"Leozone" without separately requesting them to "Cusco".
Article 6 (Keeping the Secrets and Securing the Confidentiality)
In any cases, "Cusco" and "Leozone" shall not disclose to the third party or
competitors the secrets, information, and intellectual properties acquired
regarding the performance of this contract without the approval of the other
party. The same principle shall be applied to the third business partner or
subcontractor separately contracted by "Leozone", and they shall not be possibly
used except for the purposes of this contract. This provision shall be also
effective after the expiry of the contract.
Article 7 (Good Faith and Mutual Cooperation)
"Cusco" and "Leozone" shall sincerely perform each provision of this contract
with the good faith.
"Cusco" shall discuss with "Leozone" the details of carrying out a business as
proxy and providing the advisory service in case of the request from the other
party and actively cooperate with each other on necessary matters.
Article 8 (Termination and Change of the Contract)
If it is recognized that the infringement on this contract by "Cusco" or
"Leozone" makes it extremely difficult to realize the smooth performance of the
service and there is no remarkable improvement within the period after "Cusco"
or "Leozone" requests the improvement on the matter to the other party by
determining the period of 10 days or more, "Cusco" or "Leozone" shall possibly
terminate this contract. "Cusco" and "Leozone" shall possibly change the details
of this contract with a written agreement.
Article 9 (Competent Court)
If there are matters not specified in this contract or disagreements on the
interpretation of this contract, they shall be resolved with a mutual agreement
or general business practices. In case of occurrence of the disputes related to
this contract, the competent court shall be Seoul Civil District Court.
In order to certify this contract, two copies of the contract shall be prepared,
and "Cusco" and "Leozone" shall sign and seal them and keep one copy
respectively.
Nov. 22, 2006
"Cusco": Cusco
Address: 11th Floor Arirang Tower, 0000-00 Xxxxxx-Xxxx Xxxxxx-Xx, Xxxxx, Xxxxx
Representative Director: Gun Il Xxx
"Leozone": Leozone
Address: 102 1st Floor 000-000 Xxxxxx-Xxxx Xxxxxxxxxx-Xx, Xxxxx, Xxxxx
Representative Director: Jeong Xxxx Xxx
