EXHIBIT 10.7
April 1, 1998
AGREEMENT TO PRODUCE "COMDEX/ JAPAN," "NETWORLD+INTEROP JAPAN," "WINDOWS
NT INTRANET SOLUTIONS TOKYO," "XXXXXXX SEMINARS TOKYO," "OBJECT WORLD JAPAN" AND
"NEW BUSINESS" EVENTS IN JAPAN.
This agreement dated 1st day of April 1998 is between ZD COMDEX and
Forums, Inc., a subsidiary of ZD Inc. (herein referred as `ZDCF'), owners and
producers of COMDEX, NetWorld + Interop, Windows NT Intranet Solutions, Xxxxxxx
Seminars and Object World events, worldwide and SOFTBANK FORUMS KK, A SUBSIDIARY
OF SOFTBANK CORP, A JAPANESE CORPORATION, (herein referred to as ("Forums"),
owners and producers of trade shows in Japan. This agreement is intended to
govern the ownership and production of a series of annual trade exhibitions and
seminars in Japan known as: "COMDEX/ Japan," "NetWorld + Interop Japan,"
-------------------------------------------
"Windows NT Intranet Solutions Tokyo," "Xxxxxxx Seminars Tokyo," "Object World
------------------------------------------------------------------------------
Japan" and other "New Business" events still to be determined (hereinafter the
------------------------------------------------------------------------------
"Events"). Pursuant to this agreement, Forums will own the Events in Japan and
---------
will be responsible for the overall production and management of the Events.
ZDCF agrees to give a limited license to Forums to use the trademarks:
"COMDEX," "NetWorld + Interop", "Windows NT Intranet Solutions," "Xxxxxxx
Seminars" and "Object World" solely for the purpose of organizing the above
events in Japan, in accordance with the "Trademark License Agreement" attached
hereto and incorporated herein. Additionally, ZDCF will provide technical
assistance and know-how to the events all as more fully set forth on the
attached Technical Assistance Agreement and incorporated herein. ZDCF will also
provide invoicing, collection and administrative services to FORUMS, related to
servicing exhibitors based outside Japan, interested in exhibiting at
COMDEX/Japan, NetWorld + Interop Japan, Windows NT Intranet Solutions Tokyo,
Xxxxxxx Seminars Tokyo ,Object World Japan and still to be determined "New
Business" events, all as more fully set forth on the attached Accounting and
Administrative Services Agreement and incorporated herein.
Whereas, heretofore, ZDCF was a wholly-owned subsidiary of SOFTBANK Corp,
and ZDCF owned and managed the Events in Japan; and
Whereas, Softbank Corp has elected to reorganize certain of its subsidiary
entities the end result of which will be that ZDCF will no longer be a wholly-
owned subsidiary of SOFTBANK Corp; and
Whereas, such reorganization requires that a new business arrangement be
established between ZDCF and Softbank Corp to control the ownership and
production of the Events in Japan to assure a fair and reasonable division of
the historic profits of the Events; and
Whereas, this agreement is intended to supercede all prior agreements
between the parties (or any predecessor entity of either party) and most
specifically, the agreement dated March 31, 1997 entitled "Agreement to Produce
COMDEX /Japan";
Now, therefore, it is agreed as follows:
1. OWNERSHIP OF THE EVENTS
It is agreed between ZDCF and SOFTBANK CORP that the Events in Japan will be
owned by Forums. Accordingly, Forums undertakes to exert its best effort to
organize, plan, promote, and manage all aspects of the Events, except those
specifically reserved to ZDCF pursuant to the attached agreements.
Specifically, Forums will be responsible for all promotion, marketing,
sales, conference activities, operations, publications, administration,
accounting, public relations and all other Event related activities. All
profits and losses from the Events shall be for Forums account, and all
payments due ZDCF by Forums shall be paid in accordance with the specific
provisions of paragraph 3 hereof and the relevant paragraphs of the attached
agreements.
2. RESPONSIBILITIES OF ZDCF
a. ZDCF shall provide technical assistance (all as more fully set forth in
the attached Technical Assistance Agreement) to Forums to facilitate
their production and operation of the Events. Such assistance other than
during a specific event shall be performed at the ZDCF offices in the
United States, as ZDCF will have no permanent presence in Japan.
b. ZDCF will act as a sales agent for Forums outside of Japan selling
exhibit space and related products (all as more fully set forth in the
attached Accounting and Administrative Services Agreement) for all the
Events. ZDCF will utilize its existing worldwide network of general
sales agents to sell outside of the United States and Canada (except
Japan which will be the sales territory of Forums).
c. ZDCF will license to Forums the trademarks/service marks used in
connection with the Events, to wit, "COMDEX," "Networld + Interop,"
"Xxxxxxx Seminars," "Object World" and such other marks as may be owned
or controlled by ZDCF and required for the effective promotion of the
Events (all as more fully set forth on the attached Trademark License
Agreement).
3. FINANCIAL TERMS
a. All working capital necessary for the efficient operation of the Events
shall be provided by Forums.
b. As the owner of the events, Forums shall retain all profits and be
responsible for all losses from the Events.
c. ZDCF shall be compensated for its services to the Events as provided in
the several agreements attached, provided, however, that,
notwithstanding anything to the contrary set forth in the technical
Assistance Agreement, the Accounting and Administrative Services
Agreement and Trademark License Agreement, each between ZDCF and Forums
and dated of even date herewith, in no event, shall the fees paid ZDCF
pursuant to such agreements exceed, in gross, a sum greater than 50% of
the net (pre-tax) profits earned by Forums from the Events on an annual
basis. The fiscal year for the combination of Events shall end on
December 31.
d. ZDCF and Forums shall be responsible for their respective taxes on their
profits or fees, as the case may be.
2
e. If the Events show a loss for the fiscal year, then such loss shall be
borne solely by Forums.
4. BUDGETS
Within the sixty(60) day period next following the execution of this
Agreement, ZDCF and Forums shall jointly develop budgets of income and
expenses for the Events to be held in 1998. In addition to the Events
budgets, Forums shall submit a proposed overhead budget for calendar year
1998 and submit same to ZDCF for its reasonable approval. With respect to
all subsequent events, Forums shall, within the sixty (60) day period next
following the conclusion of each event, prepare a proposed budget of income
and expenses for the next year's event and submit same to ZDCF for its
reasonable approval. Once approved, the 1998 or subsequent year's budgets
will become the operating budget and business plan for each of the Events,
subject to revisions and amendments from time to time, as proposed by Forums
and reasonably approved by ZDCF. Forums will maintain one or more separate
bank accounts in the name of Forums or each of the Events into which all
event revenues will be deposited and from which all event expenses will be
paid. Forums will maintain complete and accurate books of account for all
Event-related activities. Such books of account will be open for the
reasonable inspection of ZDCF or its agent from time to time and at
reasonable times.
5. DURATION
This Agreement shall have an indefinite term provided, however, that either
ZDCF or Forums shall be able to terminate this Agreement by notice in
writing to the other for the following reasons and on the following
conditions;
a. at any time if the other party has committed a material breach of the
terms of this Agreement which remains unremedied 30 days after service
of notice from the first party drawing attention to the breach and
requiring it to be remedied:
b. with respect to any single Event, such Event may be canceled or
postponed upon the mutual agreement of ZDCF and Forums;
c. in the event that either party goes into receivership or liquidation (or
analogous corporate procedure).
d. at any time with the mutual agreement of both ZDCF and Forums.
6. CONSEQUENCES OF TERMINATION
Where the Agreement has been lawfully terminated pursuant to paragraph 5 (a)
(b) (c) hereof, then the party in breach or the party in financial distress
shall:
(i) be precluded from producing or marketing a trade show or
conference in Japan using ZDCF trademarks or service marks or from
licensing such marks to enable third parties.
Where the Agreement has been terminated by mutual agreement of the parties,
then Forums shall be able to own, produce or manage trade shows or
conferences in Japan thereafter, but Forums shall not be permitted to
utilize the ZDCF trademarks or service marks to promote such events.
3
7. RELATIONSHIP OF THE PARTIES
This agreement is solely a production and management contract and nothing
contained herein is intended to constitute or create a general partnership,
joint-venture, or general agency between the parties. Neither party has any
power or authority to act in the name of or on behalf of the other party,
nor to incur any liability or obligation binding upon the other party,
except as expressly provided in this Agreement. The employees of each party
remain the employees solely of such party, subject to the sole and
exclusive direction and control of their respective employer.
8. INDEMNIFICAITON
Each of the parties hereto (the "indemnifying party") hereby covenants to
indemnify and hold harmless the other (the "indemnified party ") against all
losses, liabilities, costs and expenses, including, without limitation,
legal fees and disbursements, incurred by the indemnified party that may
result from the negligence or misconduct of, or breach of this Agreement by
the indemnifying party.
9. NOTICES
Any notices sent hereunder shall be in writing to the parties hereto at
the following addresses:
If to ZD COMDEX & FORUMS INC:
ZD COMDEX & FORUMS Inc.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X Xxxxxx, Chief Legal Officer
IF TO SOFTBANK FORUMS KK:
SOFTBANK Forums KK
00-0 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx-xx
Xxxxx, 000 Xxxxx
Attention: Xxxxxxxx Xxxxxx, Vice President
10. GOVERNING LAWS
This agreement shall be governed by, interpreted and enforced in accordance
with the laws of the State of New York, without giving effect to principles
of conflict of laws.
11. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of ZD COMDEX & FORUMS Inc. and
SOFTBANK Forums KK, but may not be assigned by either party without the
written consent of the other except to SOFTBANK Corp. and its affiliates.
4
IN WITNESS WHEREOF, ZDCF and Forums have caused this Agreement to be
executed by their respective duly authorized representatives in the manner
legally binding upon them as of the date first above written.
WITNESS: ZD COMDEX & FORUMS INC.
--------------------------- ---------------------------
Xxxxxxxxxxx Xxxxx, By: Xxxxxxx X. Xxxxxx,
International Controller Chief Legal Officer
SOFTBANK Forums KK
--------------------------- ----------------------------
Xxxxxxxx Xxxxxx, Controller By: Xxxxxxxx Xxxxxx, Vice President
ATTACHMENTS:
(1) Technical Assistance Agreement;
(2) Accounting and Administrative Services Agreement;
(3) Trademark License Agreement
5
