EXHIBIT 10.10
ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT made and entered this 1st day of April 1998, by and BETWEEN
ZD COMDEX & FORUMS INC., a subsidiary of ZD Inc., Delaware corporation having a
principal place of business at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx ("ZDCF")
and SOFTBANK FORUMS KK, a Japanese corporation having a principal place of
business at 00-0 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx-xx, Xxxxx, 000 Xxxxx (the
"Company").
WHEREAS, the Company is in the business of managing and organizing trade
shows and seminars within Japan; and WHEREAS, the parties hereto wish to enter
into this Accounting and Administrative Services Agreement (the "Agreement"),
pursuant to which ZDCF will provide certain accounting, administrative and
support services to the Company in connection with sales of exhibit space,
conference programs and related products and services made by the Company,
relating to the Company's trade shows known as "COMDEX/ Japan", "NetWorld +
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Interop Tokyo", "Windows NT Intranet Solutions Tokyo", "Xxxxxxx Seminars Tokyo",
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"Object World Japan" and still-to-be-determined "New Business" events, to be
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held by the Company in greater Tokyo area, Japan (the "Events"). The term
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"Territory" used in this agreement relates to Japan.
NOW THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the parties hereto agree as follows:
Scope of Services. The Company hereby employs ZDCF to provide, through
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employees of ZDCF or its affiliates, the following described services. The
commencement date for such services shall be as of January 1, 1998.
a) Accounting and Record-Keeping Services. ZDCF will provide to the Company
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all of the following accounting and record-keeping services with respect to
sales of exhibit space, seminar programs and related products and services
made by ZDCF outside the Territory relating to the Events.
b) Accounts Payable: processing all invoices related to U.S.-source expenses,
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charging the proper accounts, preparing checks, paying outstanding
invoices;
. Invoicing: pricing support, preparing and mailing invoices;
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. Accounts Receivable: maintaining records of xxxxxxxx and collections;
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. Books and Records: review and assistance to the Company in the
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maintenance of financial and other books and records;
. General Ledger Consolidation: assistance in general ledger consolidations
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of show accounts (to produce consolidated Event statements);
. Audit: periodic internal audits, performed by ZDCF's internal audit staff.
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(b) Data Processing and Management Information Services. ZDCF will provide all
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data processing systems required to support sales made by the Company in
the United States related to the Show, including computer operations, data
input, systems and programming - and technical support.
(c) Personnel. On an as-needed basis, ZDCF shall temporarily assign to the
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Company certain of its employees to perform administrative work directly
related to sales made by ZDCF on behalf of the Company in the United States
relating to the Events. Such persons shall remain employees of ZDCF during
the term of such services to the Company.
2. Relationship of the Parties. It is agreed that each of the parties is and
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shall remain an independent contractor and nothing contained in this
Agreement shall be construed to constitute either party as an agent or
employee of the other. This Agreement does not constitute and shall not
construed as constituting a partnership or a joint-venture. The authority
of ZDCF is limited to the performance of the functions as set forth in this
Agreement. Neither party shall have any authority to make any agreement or
incur any liability on behalf of the other party.
3. Charges for Services. In consideration for the furnishing by ZDCF of the
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services to be provided hereunder, the Company shall pay to ZDCF a sum
equal to twenty five percent (25%) of all monies collected in the United
States on account of sales made by ZDCF for exhibit space and related
products in the Company's Events.
4. Term. This Agreement shall have an indefinite term, but, in any event,
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shall be co-terminous with the "Agreement to Produce COMDEX/Japan, NetWorld
+ Interop Japan, Windows NT Intranet Solutions Tokyo, Xxxxxxx Seminars
Tokyo, and Object World Japan" of even date herewith and shall terminate
immediately upon termination of such agreement.
5. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties with respect to services described herein to be provided by
ZDCF to the Company with respect to the Events, and may not be modified or
amended except by a writing duly signed by the authorized representatives
of the parties hereto.
6. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York, USA.
IN WITNESS WHEREOF, ZDCF and the Company have caused this Agreement to be
executed by their duly authorized representatives in the manner legally
binding upon them as of the date first above written.
WITNESS: ZD COMDEX & FORUMS Inc.
___________________ By: _______________________
Xxxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxx
International Controller Chief Legal Officer
SOFTBANK Forums KK
_________________ By: ___________________
Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
Controller Vice President
