EXIBIT 10.14
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is entered into this _____
day of ________, 2005 (the "Effective Date") by and between HANBITSOFT, INC., a
Korean corporation organized and existing under the laws of the Republic of
Korea, having its principal office at Specialty Construction Center 25F, 395-70,
Shindaebang-2dong, Dongjak-gu, Seoul, Republic of Korea, (hereinafter
"Licensor") and SHANGAHAI T2 ENTERTAINMENT CO., LTD., a company incorporated,
organized and existing under the laws of People's Republic of China, having its
principal office at 5" Floor, 88 Qin Jiang Road, Shanghai, China. (hereinafter
"Licensee")
Licensee shall fully guarantee rights and duties under this Software License
Agreement.
(Licensor and Licensee are hereinafter collectively referred to as "Parties" and
individually a "Party".)
RECITALS
WHEREAS, Licensor owns and possesses exclusive license and represents for
trademarks, copyrights, patents and other certain considerable know-how in the
field of design, installation and operation of the Licensed Program (defined
below, or NEO STEAM) and every legal concern regarding the Licensed Program is
fully empowered to Licensor, and
WHEREAS, Licensee desires to license such Licensed program (NEO STEAM) for
operating online game service in the Territory, and Licensor is willing to grant
to Licensee an exclusive license for such purposes on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and intending to be legally bound thereby, the parties agree as
follows:
1. Definition For the purpose of this Agreement:
1.1 "Closed Beta Version" shall mean the version of the Licensed Program
which includes all initial translation and localization, as may be
reasonably satisfactory to Licensee, for the purpose of conducting the
closed beta service of the Game Service.
1.2 "Commercial Launch Date" shall mean the date when Licensee commercially
launches the Licensed Program and start charging from the subscribers
within the Territory.
1.3 "Commercial Launch Version" shall mean the version of the Licensed
Program which includes all patches, updates, translations and
localizations for the purpose of conducting the commercial launch of the
Game Service.
1.4 "Confidential Information" means information that (i) is confidential to
the business of a party, including but not limited to, computer software
source code, technical documentation and information regarding
proprietary computer systems, marketing and product development plans,
financial and personnel information, subscribers/users information and
other business information not generally known to the public, and (ii)
is designated and identified as such by a party, or which the other
party should have reasonably known was confidential.
1.5 "Derivative Works" shall mean: (i) for material subject to copyright,
registered or unregistered design protection, any work which is based on
one or more preexisting works of the localized Licensed Program, such as
revision, modification, improvement, upgrades, translation, abridgment,
condensation, expansion, collection, compilation or any other form in
which such preexisting works may be recast, transformed or adapted; and
(ii) for material subject to trade secret protection, any new material,
information or data relating to and derived from the Licensed Program,
including new material which may be protected by copyright, patent or
other proprietary right, and, with respect to each of the above, the
preparation and/or use of which, in the absence of this Agreement or
other authorization from the owner, would constitute infringement under
applicable law.
1.6 "Designated Locations" shall mean the particular locations where Server
Software is permitted to be used pursuant to the terms and conditions of
this Agreement. (Exhibit C)
1.7 "Effective Date" shall mean the date on which this Agreement is signed
and executed by Licensor and Licensee.
1.8 "Error"(or "bug") shall mean a defect in the code or routine of the
Licensed Program making the hardware or software non-operational or
mal-functional.
1.9 "Game Cards" shall mean the tangible or intangible cards (including, but
not limited to prepaid card) containing a unique code (or other unique
mark) purchased by Subscribers to play the Licensed Program.
1.10 "Payment Method" shall mean payment way by Subscribers of the Licensed
Program to Licensee.
1.11 "Game Service" shall mean the online game service to the Subscribers in
the Territory utilizing the Licensed Program and the Licensed Materials.
1.12 "Game Title (Title)" shall mean the name of an online game which is
developed by Licensor and licensed to Licensee under this Agreement, NEO
STEAM.
1.13 "Gold Master CD" shall mean a CD-ROM on which a localized version of the
Client Software is recorded and which is delivered to Licensee for
reproduction, sale and distribution to the Subscribers.
1.14 "Improvement(s)" shall mean modifications, enhancements, updates, or
other changes made by Licensor to the Licensed Program and the Licensed
Materials.
1.15 "Intellectual Property" shall mean (i) patents, trademarks, service
marks, trade and business names, logos, slogans, characters and designs,
whether registered or not, and (ii) copyright, know-how, Confidential
Information, domain names and any other similar rights protected in any
country.
1.16 "License Fee(s)" shall mean payment of cash and/or Common Shares made by
Licensee and /or Company to Licensor other than royalties, which is
non-refundable and non-recoupable, at the time of execution of this
Agreement.
1.17 "Licensed Materials" shall mean all system and user documentation
pertaining to the Licensed Program including, but not limited to the
design or development specifications, support program and related
technical textual and/or pictorial matter. All Improvements of such
materials are also included in the definition of "Licensed Materials".
1.18 "Licensed Program" shall mean the online game computer program in
machine readable object code only (i) which is developed by Licensor
with the name used in Korea as NEO STEAM (hereinafter as "NS"), and (ii)
which consists of Server Software and Client Software. Any Improvements
made to the Licensed Program are also included in the definition of
"Licensed Program" as referred in Exhibit (A).
1.19 "Marks" shall mean trademarks, service marks, trade and business names,
logos, slogans, characters or other properties that are used on or in
association with the Licensed Program and the Game Service, whether
registered or not, including but not limited to those specified in
HanbitSoft's Proprietary Trademarks of Exhibit (A) attached to this
Agreement.
1.20 "Object Code" shall mean the directly executable program in binary code
derived from Source Code using a compiler or otherwise.
1.21 "Open Beta Service Date" shall mean the date when Licensee launches the
beta version of the Game Service to general public in the Territory.
1.22 "Servers" shall mean computers with the Server Software installed
therein at the Designated Locations, including but not limited to, web
servers, game servers, database servers, login servers, patch servers
and billing servers which are required for online gaming.
1.23 "Server Software" shall mean a computer program in regard to the
Licensed Program which is installed in Servers.
1.24 "Source Code" shall mean all material necessary to enable a programmer
of reasonable skill and experience to maintain and enhance software,
including but not limited to, logic, logic diagrams, flow charts,
orthographic representations, algorithms, routines, sub-routines,
utilities, modules, file structures, coding sheets, specifications and
the program instructions.
1.25 "Subscribers" shall mean persons who are allowed to connect to the
Servers in order to play the Licensed Program in the Territory. The
Subscribers consist of paying subscribers and free subscribers.
1.26 "Territory" , as used herein, shall mean PRC: People's Republic of
China (Mainland only).
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1.27 "Permitted Language", as used herein, shall mean allowed language
"simplified Chinese" (GB code) only by Licensor for the Licensee's
online game service in the Territory.
1.28 "Upgrade Version" shall mean an online game which is developed by
Licensor as a subsequent version (not a sequel) of the Licensed Program
which uses the same Title with the Licensed Program.
1.29 "Working Days" shall mean the days when the banks in the Territory are
open. Licensee should provide holiday list based on calendar in the
Territory.
1.30 "User Data" shall mean game database of Licensed Program, which
includes, but not limited to, user id, password, level, item, remained
game cash (points) status, and other character/account related
information.
2. Grant of Licenses
2.1 Use of Licensed Program Subject to the terms and conditions contained in
this Agreement, Licensor grants Licensee an exclusive, non-transferable,
non-sub-licensable and royalty bearing right and license to do the
following within the Territory during the Term of License.
Licensee shall provide the plan to the Licensor for its evaluation and
approval three (3) weeks advance before Licensee's desired execution date
for all terms in this section (2.1).
(a) the right to use the Server Software of the Licensed Program on the
Servers within the Territory;
(b) the right to distribute the Client Software of the Licensed Program to
Subscribers subject to Licensor's prior written approval;
(c) the right to produce, distribute and sell the passwords and/or other
access methods to the Subscribers to gain access to the Servers of
playing the Licensed Program subject to Licensor's prior written
approval;
(d) the right to use Licensed Materials and Marks pertaining to the
Licensed Program, including, but not limited to all characters,
stories and sound recording, and/or to the Trademarks on such
advertising, promotional and marketing materials subject to Licensor's
prior written approval;
(e) the right to utilize Licensed Materials pertaining to the Licensed
Program to design, develop, manufacture, produce, distribute the
collateral products, promotional, novelty items or premium products
for solely marketing purpose subject to Licensor's prior written
approval.
2.2 Use of Marks and Title Subject to the terms and conditions contained in
this Agreement, Licensor grants to Licensee during the term of this
Agreement an non-exclusive, non-transferable and royalty bearing right to
use a and/or to modify the Marks and the Game Title for the purpose of
advertising, promoting and marketing the client software and the game
service in the Territory in a style and manner approved by Licensor in
writing prior to such use. In such a case, the ownership of Marks belongs
to Licensor as its own Intellectual Property.
All Licensed Program related such as game marks, licensor brand name
should be shown as follows, which shall be including but not limited to,
poster, game card, advertisement, official website, other marketing
materials, Subject to the Licensor's brand management guideline. This
guideline maybe modified by licensor from time to time as defined,
Article 3 of Exhibit A.
2.3 Use of Know-how Subject to the terms and conditions contained in this
Agreement, Licensor can share Licensee with the Confidential Information,
excluding the Source Code, in relation to the operation of the Game
Service.
2.4 No Right to Copy Except as otherwise provided in this Agreement, Licensee
shall not copy, reproduce, modify, translate or create derivative works
or excerpt any of the Licensed Program and the Licensed Materials for any
purposes. In case Licensee needs to modify Game Title for the marketing
purpose in the Territory, Licensee should have Licensor's prior written
approval and the modified Game Title shall be owned by Licensor at its
own cost.
2.5 No Sublicensing Licensee has no rights to sublicense the Licensed
Program, Licensed Materials, Marks, Game titles or other derivative works
thereof without prior written consent by Licensor which approval shall
not be unreasonably withheld or delayed.
2.6 Term of License This Agreement shall take effect `as of the Effective
Date. Unless earlier terminated as provided in Section 13, this Agreement
shall remain in full force and effect till 24th months from commercial
launching date.
2.7 Licensee's violation of any provision of this Section2 above shall be a
material breach of this Agreement.
3. Payment
3.1 Exchange Rate and Bank Account All necessary exchange rate shall be
official TT selling rate of Licensee's main bank at such payment dates,
and such payment shall be wire-transferred to Licensor's main bank. (BANK
OF SHINHAN Youido MMBC Branch, (Address : Shinhan Bldg, 45-11,
Youido-dong, Yongdungpo-gu, Seoul, Korea 150-010) Account Number : 264 -
82 - 001466, For Credit to : HANBITSOFT. INC)
3.2 License Fee In consideration of the grant of exclusive license for the
Licensed Program in Territory in permitted language, Licensee shall pay
Licensor a fee of five hundred (500,000) United State Dollars.
This non recoupable and non refundable License Fee shall be paid as
scheduled as follows:
Five hundred thousand (500,000) United State Dollars shall be paid by
cash to Licensor's bank account no later than 30th of September, 2005.
3.3 Minimum Guarantee Licensee shall pay non refundable one million
(1,000,000) United States Dollars to Licensor as guaranteed royalty
payment scheduled as follows:
3.3.1: First payment: Two hundred fifty thousand (250,000) United States
Dollars to be paid to Licensor's bank account no later than 30th of
September, 2005.
3.3.2: Second payment: Two hundred fifty thousand (250,000) United States
Dollars to be paid to Licensor's bank account no later than 3 days
after installation of local server
3.3.3: Third payment: Five hundred thousand (500,000) United States Dollars
to be paid to Licensor's bank account within three (3) working days
after the end of the last date of the 12th month end after commercial
service started..
3.4 Royalties In addition to the License Fees specified in Section 3.2,
Licensee shall pay Licensor royalties as specified in Exhibit B. These
Royalties for every month since commercial launch shall recoup Minimum
Guarantee at section 3.3.
3.5 Form of Royalties Payments During the term of this Agreement, within ten
(10) working days after each month end, Licensee shall furnish Licensor a
copy of royalty report. The form of royalty report may be modified by the
consensus between Licensee and Licensor from time to time. Licensor shall
approve or disapprove with reasons provided to Licensee such monthly
report in a written form including, but not limited to, electronic mails
within ten (10) working days after receiving the monthly royalty report
from Licensee. Licensor shall issue an invoice at the time of approval to
Licensee, and Licensee shall wire transfer to Licensor's bank account.
All royalties to be paid to Licensor by the Licensee pursuant to Section
3.4 of this Agreement shall be paid in the currency of the United State
Dollars (USD) or Chinese Yuan (CNY, RMB) based on the Licensor's choice,
and the all payments shall be transferred to Licensor within 5 days after
Licensor issues invoices.
3.6 Late Payments Any payments due to Licensor under this Agreement and not
paid on the due date for payment shall bear monthly interest at five
percent (5 %) from the date when payment falls due to the date of actual
payment.
3.7 Taxes
3.7.1 Licensee shall be permitted to withhold from its payments of the
Licensee Fee, Minimum Guarantee, Royalty, Incentives, and
subsequent any kind of payments due Licensor only those taxes
imposed on Licensor under the PRC Tax Law and the Income Tax
Convention between Korea and PRC and to remit such withheld taxes
to the relevant PRC tax authorities. Licensee shall furnish
Licensor with official written evidence of such tax payments made
on Licensor's behalf, and give Licensor full assistance including
the execution of documents required by Licensor to reduce or
reclaim such tax payments.
3.7.2 Licensee shall hold Licensor harmless from all claims and liability
arising from Licensee's failure to report or pay any such taxes,
duties, assessments, fees and other governmental charges of any
kind.
3.8 All payments under any provision of this Section3 above shall be
wire-transferred to a Licensor's bank account.
3.9 Licensee's violation of any provision of this section3 above shall be a
material breach of this Agreement.
4.Records, Reports and Audits
4.1 Records Licensee shall maintain complete and accurate books and records
in sufficient detail to reflect its operations under this Agreement and
to enable the royalties accrued and payable under this Agreement to be
determined.
4.2 Reports Licensee shall provide a solution to Licensor with which Licensor
can access to see, at any time, the total number of Subscribers and
concurrent users no later than 1st date of open beta service. Besides,
Licensee should provide the monthly marketing/operation report to
Licensor. The report shall include, but not limited to, the number of
daily average concurrent users, number of daily pick-time concurrent
users, number of newly registered users every day, and number of total
accumulated registered users. The form of monthly report may be modified
by the consensus between Licensee and Licensor from time to time.
4.3 User's Database and DB access rights Licensor shall have the right to
access to Subscriber billing database for only the Game
Service,regardless of whether Licensee deploys Licensor's billing system
or other 3rd party's one, related to the Licensed Program at any time.
Licensor shall have the right to access Licensee's billing server/payment
gateway for only the Game Service at any time. Licensee shall provide
necessary solution to Licensor no later than 30 days before Commercial
Launch Date.
4.4 Audits
4.4.1 Licensor shall have the right to appoint at its own cost (except as
provided in Section 4.4.3 below) independent accountants and/or
engineers (hereinafter as "Representatives" ) upon a ten (10) days'
prior written notice to Licensee to review Licensee's financial and
operational works. The Audit shall be conducted in a reasonable
manner so as not to interfere with normal business activities of
Licensee.
4.4.2 Licensor or Representatives of Licensor shall protect the
confidentiality of Licensee's confidential information and abide by
Licensee's reasonable security regulations while on Licensee's
premises and/or Designated Locations.
4.4.3 Licensee shall promptly reimburse Licensor for the entire costs of
such review and inspection including, but not limited to
professional fees, traveling and accommodation expenses if (and
only if) the Representatives, after such review, reveal a material
shortfall of more than 2% of royalties that should be paid by
Licensee pursuant to Section 3.4. and Licensee shall reimburse the
gap of royalty for the principal and 5% of monthly interest.
4.5 Server Approval and Location
4.5.1 Licensee shall furnish server purchase plan with numbers and
specifications of Servers to Licensor within three (3) weeks of the
date when the Servers should be installed
4.5.2 Licensee will have the right to increase or decrease the Server
installed numbers only need to request Licensor's prior approval in
advance of five (5) Working days before the desired execution date.
Licensor will reasonably approve Licensee's request. In an urgent
situation, such as the rapid growth of subscribers and concurrent
users, Licensee shall implement first and report to Licensor as
early as possible.
5. Delivery
5.1 Deliverables Licensor shall deliver the initial Deliverable and
Milestone Schedule (on the development of the Licensed Programs) as
described in Exhibit C within twenty (20) working days following the
Effective Date, and shall submit each Deliverable on the applicable
date (each a "Delivery Date") listed in the Exhibit C. Licensor may
accordingly modify the Deliverable and Milestone Schedule from time to
time based on its sole and reasonable discretion with prior notice to
Licensee.
5.2 After delivering closed beta version, open beta version, Gold Master
CD, and updates and patches, if Licensee discovers error, Licensor
will give prompt response to Licensee and Licensor agrees to do its
best to fix any bugs and/or errata discovered in the Licensed Program
in timely manner. Any requests from Licensee regarding the misbehavior
of the Licensed Program to the Licensor shall be answered in writing
as soon as possible. The time required to correct such errata shall be
agree upon by both Parties.
5.3 Localization Licensee agrees to translate Licensed Program into
simplified Chinese language. Licensor shall provide Licensee with
Korean language text of the Licensed Program in a form reasonably
prescribed by Licensee, and at no additional charge to Licensee.
Licensee and Licensor shall mutually determine whether, for each
localization hereunder, the foreign language translation will be fully
localized (i.e., all text is translated and all audio is dubbed,
re-recorded or subtitled, with localized packaging) or partially
localized (i.e., with some but not all elements translated or
otherwise localized). Licensee shall be solely responsible for
providing any and all translated text files, and Licensor shall be
solely responsible for the integration of such files as are provided
by Licensee, at no additional cost, into the final translated versions
of the applicable products required to be localized, subject to
Licensee's quality assurance review and approval procedures. All
localizations shall be filed to the Licensor.
5.4 Quality Assurance Licensee shall provide a quality assurance team of
Licensee's personnel for the localization of the Licensed Program, any
patches and localizations developed for distribution inside the
Territory by Licensee. The quality assurance team shall be of no less
size, skill and expertise utilized by Licensee for the quality assurance
team Licensee devotes to its highest selling products in Territory.
Notwithstanding anything contained in this Agreement to the contrary,
Licensee shall be responsible, at its sole cost and expense, for the
quality assurance of the localized alpha version, localized beta
version, and localized commercial launch version, and any continuous
updates, or additional content as required for future updates and
patches, and any localizations of any of the foregoing and at its cost
if quality assurance pertains to localization of the Licensed Program.
5.5 Billing System Licensee shall develop billing system by itself or shall
outsource the 3rd party billing System to prepare billing system of the
Licensed Program including the program which enables recording and
saving the status of charge at real-time.
5.5.1 This program shall contain functions to record and save status of
charge in accordance with server, pre-paid card type and charging
specification at least once in every 30 minutes. This billing
system needs Licensor's prior approval due to technical
sensitiveness.
5.5.2 Licensee shall provide this program to Licensor within 30 days
before starting date of commercialization.
5.5.3 If Licensee desires to apply Licensor's billing system, Licensor
will provide its billing system at cost-coverable level of price.
Details shall be discussed if Licensee decides to consider
Licensor's billing system.
6 Technical Support /Assistance and Maintenance
6.1 Licensee shall provide its Subscribers with reasonable support and
assistance.
6.2 Technical Support Licensor will continue to have sufficient personnel to
support its technical assistance.
6.3 System Requirements
Licensee shall:
(a) At its own expense, arrange the Servers ready for installation of the
Server Software therein. The Servers must satisfy the specifications
advised Licensor prior to its installation. Licensee may assign any
Internet Data Center (IDC) in the Territory upon specifications
advised by Licensor prior to its installation;
(b) Provide, or have a third party provide a secure payment
system/gateway (the "Payment Gateway") for the purchase of
subscriptions;
(c) Use reasonable efforts to provide security of the best standards in
the on-line games industry for the Licensed Program, customer
information database, game database, payment gateway and Licensee
servers, including, but not limited to the prevention of attacks by
hackers, robots, worms, viruses and any other security threats to the
Licensed Program, payment gateway, game database, customer
information database and Licensee servers;
(d) Provide the physical space and environment (including, without
limitation, electrical, ventilation, moisture, temperature,
cleanliness, etc.) that will enable the Licensed Program, payment
gateway, customer information database and game database to function
efficiently.
(e) Enable Licensor to access the Licensed Program for the purpose of
modifying, improving, or providing patches;
(f) Enable Licensor to access and acquire online performance reports in
regard to use of the Licensed Program, game database and customer
information database by end users of the Licensed Program in a form
and format and frequency to be mutually agreed upon by the parties;
(g) Provide sufficient communications bandwidth to enable proper access
to the Licensed Program by Subscribers under normal conditions and
ensure efficient access to the Licensed Program by Subscribers at all
times and without abnormal communication delays, including during
peak usage periods;
(h) Implement terms and conditions and a privacy policy for the Licensed
Program, payment gateway, game database and customer information
database which complies with applicable laws and regulations;
(i) Monitor the Licensed Program, payment gateway, game database and
customer information database to ensure that such are being used for
lawful purposes and any parameters and mutually agreed to by the
parties;
(j) Ensure that the localized Licensed Program, payment gateway, game
database and the customer information database comply with any and
all applicable laws, regulations and Internet best practices;
(k) Maintain continuous quality assurance of the Licensed Program;
(l) Maintain a customer support staff for the Licensed Program and
provide Licensed Program customer support;
(m) Maintain redundant off-site back-up for all data and information
necessary to recover operations of the Licensed Program, game
database and the customer information at both parties mutual
agreement.
6.4 Installation
6.4.1 Internet or at Licensee's sites on the date when mutually agreed by
the parties having remote advice and training by Licensor.
6.4.2 If Licensee decides that it is necessary to install the Server
Software at Licensee's sites, Licensee shall request Licensor's travel
upon its judgment in a reasonable notice prior to the schedule, and
Licensor shall reasonably accept such a request. In case Licensor's
employees travel upon Licensee's request, Licensor shall cover plane
tickets and Licensee shall cover all other fees and expenditures
during server software installation such as accommodation, food, and
local transportation and interpreter, etc.
6.5 Maintenance Licensor shall exercise its best efforts to maintain the
Licensed Program free of Errors at no cost to Licensee for the term of
this Agreement in accordance with the following procedure;
6.5.1 In the event Licensee discovers Errors in the Licensed Program which
cause the Licensed Program not to operate in conformance to
specifications, Licensee shall submit to Licensor a written report,
via e-mail or by facsimile, describing the nature of such errors in
detail to permit Licensor to reproduce and/or correct such errors
based on the report form which is provided by Licensor after the
signing of the contract.
6.5.2 Upon receipt of any such written reports, Licensor shall provide a
plan or schedule to solve the problem in written, via email or by
facsimile not later than three (3) working days upon Licensor's
discretion of the importance and urgency of such errors. Licensor
agrees that it will fix such normal errors with in a week and unusual
errors as early as applicable.
6.6 Hacking Both Licensor and Licensee shall use their best efforts to
protect the servers from hacking. In the event Licensee discovers any
hacking activities, Licensee shall submit to Licensor a written report,
via email or by facsimile, describing the nature of such activities in
detail to permit Licensor to provide preventive measures. Upon receipt
of any such written report, Licensor will provide a solution of such
hacking activity in written, via email or by facsimile not later than
three (3) working days upon Licensor's discretion of the importance and
urgency of such hacks. Licensor agrees that it will fix such hacks as
early as applicable.
6.6.1 Licensee can request integration of continually available security
solution Licensor with Licensee's own cost. Licensor will provide
integrated Licensed Program after mutually agreed integration period
to Licensee.
6.7 Upgrade Licensor will provide Licensee with the upgrade version of the
Licensed Program from time to time within the period as set forth in
the attached Implementation Plan free of charge.
6.8 Expenses In the event Licensor's personnel must travel to perform
maintenance or on-site technical assistance, In case Licensor's
employees travel upon Licensee's request or approval to perform
maintenance or on-site technical assistance or Licensor's technical
problems, Licensor shall cover plane tickets and Licensee shall cover
all other fees and expenditures during Licensor's travel period such as
accommodation, food, and local transportation and interpreter, etc.
6.9 Technical Support Team Licensor and Licensee shall exchange a list with
the names of the employees designated to give and receive technical
support and maintenance from Licensor. Either party may change the
names on such lists at any time by providing written notice to the
other party.
6.10 Beta Testing Following Licensor's delivery of the beta version,
Licensee shall commence testing of the Beta Version and all of the
elements of the Licensed Program, including, but not limited to the
payment gateway, the Servers, the customer information database and
game database.
(a) Testing of Licensee Servers, Payment Gateway, Game Database and
Customer Information Database Prior to commencing any testing with
end users, Licensee shall implement and test the security methods
selected for the servers, payment gateway, game database and customer
Information database and the functionality of the servers, payment
gateway, game database and customer information database to ensure
that such security methods and functionality are of a quality that is
no less than the highest standards available in the online games
industry. Licensee shall provide Licensor with (i) periodic reports
during such testing and (ii) additional reports in a timely manner
following Licensor's request regarding the status of such testing.
The testing required under this Section shall include testing of any
servers managed, controlled, operated or owned by Licensee's
affiliates and/or 3rd parties. Licensee shall immediately terminate
any agreement with any licensee 3rd parties. which has failed to
provide the security methods or functionality required under this
Section. Upon completion of Licensee's testing procedures, Licensee
shall submit a testing report to Licensor for the servers, payment
gateway, game database and customer Information database in the
Territory for Licensor's approval.
Licensor shall have ten (10) working days to review such report and
suggest on the security methods and functionality provided by Licensee,
its affiliates and/or its 3rd parties. within the territory. Licensee
shall take the Licensor's suggestion into account and may make amendment
at Licensor's reasonable requests.
(b) Testing of Beta Version Following Licensor's acceptance of the Licensee
servers, the payment gateway, game database and customer information
database, Licensee shall issue an amount of temporary Licensed Program
accounts to be mutually determined by the parties, to the Licensee's
quality assurance team for the purpose of testing the beta version and
the game database for a period of time to be mutually determined by
the parties. Licensor will use best efforts to correct and/or provide
avoidance procedures and/or work-around for any design errors reported
by Licensee at no charge within a reasonable period of time.
7.Training
7.1 Remote Training, Licensor will provide training, at no cost, to
Licensee's personnel for the Licensed Program. Training will be in the
areas of engineering, use and maintenance of the Licensed Program,
operations, sales and marketing. Training will be conducted at times
mutually agreeable to Licensor and Licensee. Remote training shall be
done from the remote thru training manual, e-mail, files, messenger,
phone, etc.
7.2 On-site training and Expenses In case Licensor's employees travel upon
Licensee's request of on-site training, Licensor will cover plane
tickets and Licensee shall cover all other expenditures during
Licensor's travel period such as, accommodation, food, and local
transportation and interpreter.
8. Responsibilities of Licensee and Licensor
8.1 Licensee is responsible for the following actions;
(a) Procuring and operating the Servers and operating systems to run
the Server Software in accordance with the specifications advised
by Licensor;
(b) Establishing adequate operational back-up provisions to protect
against data loss and/or a defect or malfunction that render the
Server Software or the Servers non-operational.
(c) Exercising its best efforts in distributing, advertising, promoting,
marketing the Client Software and the Game Service; and
(d) Do its best to increase sales income for both parties benefit.;
(e) Quality Control Licensee shall maintain service standards equal
to those of Licensor in the Republic of Korea, which standards
Licensee acknowledges and is familiar with. Any material change
involving any alteration in the structure, quality or design of the
Licensed Product and the supplied know-how relating thereto, shall be
subject to the prior written notice of Licensor.
(f) Generating and distributing the Game Card for only use of Licensed
Program. If Licensee desires to generate and distribute Game Card
which is jointly used with other online/offline service/products,
Licensee should have Licensor's prior written approval followed by
mutually agreed reasonable adjustment for commercial terms.
(g) Responding all matters arising out of any payment relating to use
3rd party.
(h) Investment for dedicated human and operational resources Licensee
shall recruit and/or assign the best dedicated people internally
and/or externally for the Licensed Program, including, but not
limited to, in the area of operation and physical maintenance of
billing system, Database, and game servers, game master, customer
service, marketing, sales, and PR. Licensee also agrees to provide
its human resource plan in two (2) phases. First plan shall be
provided within thirty (30) days upon Effective Date, and the second
plan shall be provided thirty (30) days prior to the
commercialization. These plans shall be added to the contract as
Exhibit C. Moreover, Licensee shall purchase, leases, and/or
expenses the best operational equipments, facilities, and services
including, but not limited to, servers, payment gateways,
bandwidths, IDC, redundant back ups, and security solutions.
8.2 In order to fulfill the responsibilities specified above, Licensee shall
provide Licensor business plans from time to time, which includes close
beta master plan, open beta master plan, and commercialization master
plan for the Licensed Program upon Licensor's reasonable request. The
commercial plan and pricing policy shall require Licensor's approval
prior to the commercial service in the Territory. Licensee should provide
such plans no later than three (3) weeks before commercial service.
8.3 Licensor shall have the sole and exclusive responsibility for the
design, development and maintenance of the "look and feel," game play
and all other aspects of Licensed Program. Licensor shall do the
following in the course of hosting and maintaining the Licensed Program;
(a) Close beta service date, open beta service date, and commercial launch
date shall be mutually decided, and may be changed by mutual agreement in
writing between the parties.
(b) Develop the Licensed Program and for launch pursuant to the deliverable
and milestone schedule, as amended and updated from time to time;
(c) Assist Licensee regarding Licensed Program customer support; (d) Provide
updates and new content for the subscription component,
including, but not limited to new game areas, item sets and official
modules, as applicable, from time to time.
8.4 Marketing Requirements
(a) Licensee shall acquire Licensor's prior approval for all advertising,
promotional, and marketing materials, items of the Licensed Program, and
promotional product manufactured hereunder subject to section 2.1 and
2.2. Licensee shall attach in a prominent position and size, suitable to
Licensor, a stamping as well as related logos, such as copyrights marks,
which shall indicate that the item has been manufactured under license
from Licensor.
(b) Licensee agrees to be solely responsible for all the damages occurred by
failure of the execution of the above clause.
(c) All other after-market products shall be only used for marketing
purpose; as referred in term 2.1 (e).
(d) Licensee shall provide monthly marketing/operation report no later than
5th date of every calendar month.. The report shall include the number of
daily average concurrent users, number of daily pick-time concurrent
users, number of newly registered users every day, and number of total
accumulated registered users.
(e) Separate contracts are required if Licensee desires to have the license
of other after market products, except the Licensed Program, for
commercial purpose within the Licensed Territory. Licensor agrees to give
a first priority to, and negotiate in a good faith with Licensee.
9. Ownership of Intellectual Property
9.1 Ownership Licensee acknowledges that rights to Intellectual Property in
relation to the Licensed Program, all Improvements made by Licensor
thereof and Licensed Materials, and modified marks made by Licensor,
shall be and remain the exclusive property of Licensor whether or not
specifically recognized or registered under applicable law. Licensee
will not, during or after the term of this Agreement, claim any right,
title, interest in any of the Licensor's rights to Intellectual
Property.
9.2 Licensee's Obligation Licensee shall not, and it shall not cause or
assist any third party to, register or attempt to register, in its own
name or otherwise, any of the Licensor's Marks and Game Title owned by
or associated with Licensor or any similar forms of Marks and Game
Title. Moreover, Licensee shall obtain Licensor's prior written
approval for any use of Licensor's Intellectual Property and make its
best efforts to defend Licensor's Intellectual Property.
9.3 Ownership of User's Data related to Licensed Program 9.3.1 Regardless
Licensee deploys Licensor's billing system or other
third party's system; both Licensor and Licensee own the rights and
interests to Licensed Program's user data and billing data.
9.3.2 Licensor shall have the right to access and acquire the Licensed
Program's billing server, payment gateway at any time, and Licensee
shall provide optimized observation solution to access Licensed
Program's billing server, payment gateway, user DB, and game server
to Licensor before the open beta service date.
9.3.3. In case of termination of the contract, Licensee shall provide the
Licensed Program's User Data , which includes, but not limited to,:
user id, password, remained game cash (points) and billing data of
the most updated and correct Licensed Program's information
mentioned above to Licensor immediately in order to enable
Licensor's continuous service in the Territory for the Licensed
Program.
9.4 Reverse Engineering Licensee shall not decompile, reverse engineer or
otherwise attempt to derive or modify the Licensed Program including the
Source Code thereof. Licensee shall not merge the Licensed Program with
another software program.
9.5Copyright and Trademark Notices Licensee shall assure that all Licensed
Program and Licensed Materials sold and distributed by Licensee will
include copyright and trademark notices set forth in Exhibit (A). Such
notices shall (i) be affixed in a prominent location on the media, in
the Licensed Materials on the media packaging, and, if applicable, in a
readable file in the code, and (ii) appear on at least one display
screen for at least two seconds during execution of the Licensed
Program, and (iii) Licensor shall have prior approval of the size,
manner, appearance and location of the Licensee Trademarks in such
areas, which approval shall not be unreasonably withheld; and (ix) the
Licensee Trademarks shall not be larger or more prominent than any
Licensor Trademarks appearing in the same location. (iv) Licensor shall
provide guideline of using Licensor's Copyright and Trademark to
Licensee when it updated and/or changed to Licensee time to time.
10 Warranties and Limitations on Liability
10.1 Warranty
(a) Licensor represents and warrants that it has the sufficient right,
title and interest in the Licensed Program and Licensed Materials to
enter this Agreement and shall not infringe any third party's rights,
interests or intellectual property rights.
(b) Licensee and licensor have full power and authority to enter into
this Agreement and to fully perform their obligations hereunder.
(c) Licensee shall use its best efforts to ensure that the use of the
Licensed Program within the Territory shall be in compliance with all
applicable laws, statutes, ordinances and regulations of Territory.
10.2 Warranty of Payments Licensee represents and warrants that to its best
knowledge and information at the time of signing this Agreement in
making payments of all License Fees, royalties, and other payments to
Licensor in United States Dollars (USD) or Chinese Yuan (CNY, RMB) under
this Agreement does not violate the relevant regulations and laws of
PRC.
10.3 Licensee shall solely be responsible for any and all obligations to
Subscribers imposed by the government of Licensed Territory and Licensee
shall indemnify and protect Licensor against any and all claims by
Subscribers due to faults attributable to Licensee in the event that
Licensee terminates the service of Licensed Program to Subscribers for
any reason whatsoever and/or terminates this Agreement for any reason
whatsoever. If there are deposited game cash (points) for the Licensed
Program still remaining after termination of this Agreement, both
parties should discuss in a good faith to protect subscriber's right.
10.4 Limitations and Liability In no event shall licensor be liable for any
loss of data, or profits or special incidental, indirect or
consequential damages arising out of or in connection with the use or
performance of the Licensed Program, unless such loss were caused by the
defects of the designing of the Licensed Program or the Error or is due
to the default of Error.
10.5 Licensee may use the names, trademarks, service marks and the related
logos owned by Licensor only for the purpose as set forth in Section 2.
Licensee may change and/or create a new title of the Licensed Program to
suit the local customs; language and culture only with a prior written
approval from Licensor Licensee will notify Licensor immediately of any
known use in the Licensed Territory of Licensor's established names,
patents or trademarks by others. Licensee acknowledges Licensor's
invention of the Licensed Program and will respect any patent
application and grants files or received by Licensor in the Licensed
Territory.
10.6 Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN BY LICENSOR
ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY LICENSOR.
EXCEPT AS MAY BE SET FORTH HEREIN, THE WORK IS LICENSED "AS IS" WITHOUT
WARRANTY OF ANY KIND. LICENSOR DOES NOT WARRANT THAT THE WORK IS
ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED. LICENSOR EXPRESSLY
DISCLAIMS, AND HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANT ABILITY
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
11 Confidential Information
11.1 Confidential Information belonging to Licensor includes, without
limitation, the Licensed Program, the Source Code thereof, and the
Licensed Materials. For avoidance of doubt, the Source Code obtained by
Licensee from any third party, is the Confidential Information of
Licensor.
11.2 The parties will, in conjunction with the aforesaid, disclose to each
other, including but not limited to strategies, plans, technical,
commercial and client information relating to their respective
businesses, facilities, products, techniques, services, applications and
processes (hereinafter "Confidential Information") and the parties are
willing to undertake to restrict the use and further disclosure of the
Information. Confidential Information and all physical embodiments
thereof received by either party (the "Receiving Party") from the other
party (the "Disclosing Party") during the term of this Agreement are
confidential to and are and will remain the sole and exclusive property
of the Disclosing Party. At all times, both during the term of this
Agreement and after its termination, the Receiving Party shall hold all
Confidential Information of the Disclosing Party in confidence, and will
not use, copy or disclose such Confidential Information or any physical
embodiment thereof (except as permitted by this Agreement), or cause any
of the Confidential Information to lose its character as confidential
information.
11.3 Within thirty (30) days after the termination of this Agreement, the
receiving party shall deliver to the disclosing party all Confidential
Information belonging to the disclosing party, and all physical
embodiments thereof, then in the custody, control or possession of the
Receiving Party.
12 Infringement and Indemnification
12.1 Notices Licensee shall immediately notify Licensor if it becomes aware
of (i) any threatened or actual liability claim by a third party
relating to the Licensed Program and (ii) any unauthorized use of the
Licensed Program and Licensed Materials or infringement of Licensor's
rights to Intellectual Property therein.
12.2 Licensor shall defend Licensee against and indemnify Licensee from and
against any damages, liabilities, costs and expenses arising out of any
claim that the Licensed Program infringes a valid copyright, trade
secret or other intellectual property right of a third party, provided
that Licensee gives Licensor prompt, written notice of any such claim
and all reasonable cooperation, information and assistance to defend
such claim. Licensor shall have sole control and authority with respect
to the defense, settlement, or compromise thereof. Licensee may appear
in such action with counsel of its choice, at its own expense.
12.3 Licensor shall have no liability or obligation to Licensee under Section
12.2 if such claims, damages and liabilities result from (i) Licensee's
breach of any term of this Agreement, (ii) Licensee's unauthorized use
of the Licensed Program, or (iii) modifications, alterations or
enhancements of the Licensed Program, which are not created by Licensor.
13. Termination
13.1 This Agreement shall be in force and effect from the Effective Date
during 24months after Commercial Launch Date. If one party doesn't
notice to terminate this Agreement 30 working days prior to the contract
expiration date, this Agreement will be automatically terminated.
13.2 The parties may terminate this Agreement by mutual consent upon such
terms as they may agree in writing.
13.3 Licensor can terminate this Agreement by written notice to Licensee if
Licensee fails to commercial service of the Licensed Program within six
(6) months from the open beta service date based on the Licensor's sole
discretion.
13.4 If one party breaches any material provision of this Agreement, the
non-breaching party may terminate this Agreement by giving thirty (30)
days written notice of termination to the breaching party. If the breach
is capable of being cured and the other party acts diligently and
continuously to cure such breach within the thirty (30) days, the
termination shall not become effective.
13.5 Either party may immediately terminate this Agreement by giving seven
(7) days written notice to the other;
(a) if royalties and License Fees payments due to Licensor under Section
3, or any part thereof, become thirty (30) days or longer overdue;
(b) if the confidentiality provisions contained in Section 11 are breached
by the party;
(c) if Licensee attempts to obtain the Source Code of the Licensed Program
not pursuant to this Agreement; or
(d) if Licensee fails to start close beta Service and/or open beta service
and/or commercial service at the date agreed by both parties. In case
when Licensee judges necessary to change the service date, Licensee
should give prior written notice to Licensor and change in date should
be agreed by both parties.
(e) if the party files a voluntary petition in bankruptcy or receives
notice of a third party`s intention to file an involuntary petition in
bankruptcy.
14. Effects of Termination
14.1 Survival of Rights and Obligations Upon termination of this Agreement,
all rights and obligations hereunder shall cease except (1) the right to
receive the accrued royalty, (2) the warranties expressly set forth in
Section 10, and (3) the keeping of confidential information as provided
in Section 11 hereunder within one (1) year after the termination of
this Agreement and any other rights, the continuing protection of which
is reasonably contemplated by this Agreement to protect either of the
Parties hereto and their intellectual property rights, including service
follow-up on existing Subscribers.
14.2 Upon termination or expiration of this Agreement, Licensee shall have no
further right to use, copy, duplicate, modify, enhance, create
derivative works of, or sell and distribute the Licensed Program and
Licensed Materials.
14.3 Upon termination or expiration of this Agreement for any reason, all
rights and licenses granted to Licensee hereunder shall terminate and
revert immediately to Licensor and Licensee shall immediately cease
using the Licensed Marks and the Licensed Program.
14.4 In the event of termination or expiration of this Agreement, Licensee
shall immediately (i) return to Licensor all beta version, client and
server software and Gold Master CD duplication disks together with all
copies of the licensed materials, and all other materials associated
with the Licensed Program, and (ii) destroy all copies of Improvements
and certify in writing to the Licensor to that effect.
14.5 Licensor shall have no liability to Licensee for damages of any kind,
including indirect, incidental or consequential damages, on account of
the termination or expiration of this Agreement in accordance with its
terms. Without limiting the generality of the foregoing, Licensor shall
not be liable to Licensee for reimbursement or damages for the loss of
goodwill, prospective profits or anticipated sales, or on account of any
expenditures, investment, leases or commitments made by Licensee or for
any other reason whatsoever based upon, or growing out of, such
termination or expiration.
14.6 Perpetuity of Service Rights Upon the termination or expiration of this
Agreement, Licensee shall shut down and terminate the service of the
Licensed Program provided by Licensor and/or Affiliate (including
related third party). Licensee shall cooperate with Licensor for
Licensor's continuous service to protect subscribers' rights as
described at 9.3.3.
15. This section is intentionally omitted.
16. Dispute Resolution
16.1 Arbitration All disputes, controversies or differences which may arise
between the parties, out of or in relation to or in connection with this
Agreement, or for the breach thereof, shall be finally settled by
arbitration in Republic of Korea in accordance with the laws of Republic
of Korea. The award rendered by the arbitrator(s) shall be final and
binding upon both parties concerned.
16.2 Governing Law The construction, validity, performance and effect of
this Agreement shall be governed by the laws of Republic of Korea.
16.3 Legal Expenses The prevailing party in any legal action brought by one
party against the other and arising out of this Agreement shall be
entitled, in addition to any other rights and remedies available to it
at law or in equity to reimbursement for its costs and expenses
(including court costs and reasonable fees for attorneys and expert
witnesses) incurred with respect to bringing and maintaining any such
section. The term "prevailing party" for the purposes of this Section
shall include a defendant who has by motion, judgment, verdict or
dismissal by the court, successfully defended against any claim that has
been asserted against it.
17. Liquidated Damages
In the event of termination without any proper and acceptable reason by one
Party, the terminating Party shall be liable for the liquidated damage suffered
by the other Party of the amount of six million (6,000,000) United Stats
Dollars.
18. Miscellaneous
18.1 Notice Any notice required or permitted by this Agreement shall be in
writing, shall be sent by facsimile, or sent by a
internationally-recognized commercial overnight courier, or mailed by
registered or certified mail, addressed to the other party at the
address shown at the beginning of this Agreement or to such other
address as may be provided in writing by either party hereunder, and
with return receipt. Any such notice shall be effective as of the date
of receipt on the return receipt.
18.2 Force Ma-jeure. Neither party shall be deemed in default of this
Agreement to the extent that performance of its respective obligations
or attempts to cure any breach are delayed or prevented by reason of any
act of God, fire, natural disaster, accident, or any other cause beyond
the reasonable control of such party; provided, that the party
interfered with gives the other party written notice thereof within ten
(10) working days of the occurrence of such event or circumstance. In
the event of such a Force Ma-jeure, the time for performance or cure
will be extended for a period equal to the duration of the Force
Ma-jeure but not in excess of three (3) months.
18.3 Assignment Licensee shall not assign this Agreement nor any rights or
benefits hereunder to third-parties without the prior written permission
and approval of Licensor.
18.4 Independent Contractor Nothing contained herein shall in any way
constitute any association, partnership or joint venture between the
parties hereto, or be construed to evidence the intention of the parties
to establish any such relationship. Each of the parties shall be
operating as independent contractors in fulfilling their respective
obligations hereunder. Neither party shall have the right, power or
authority to make any representation or warranty (whether express or
implied), or to assume or create any obligation on behalf of the other
party, or to bind the other party in any manner whatsoever.
18.5 Entire Agreement This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter
contained herein. All prior negotiations, representations, agreements
and understandings, oral or otherwise, are merged into this Agreement.
The parties may, from time to time during the continuance of this
Agreement, modify, vary or alter any of the provisions of this
Agreement, but only by an instrument duly executed by authorized
representatives of both parties hereto.
18.6 Modification If either party desires to modify this Agreement, the
parties shall, upon reasonable notice of the proposed modification by
the party desiring the change, confer in good faith to determine the
desirability of such modification. No modification will be effective
until a written amendment is duly signed by authorized representatives
of both parties hereto.
18.7 Severability If any provision of this Agreement (or part thereof) is
determined by a court of competent jurisdiction to be void, invalid or
otherwise unenforceable, such provision (or part thereof) shall be
enforced to the extent possible consistent with the stated intention of
the parties or if incapable of such enforcement, shall be deemed to be
deleted from this Agreement while the remainder of this Agreement shall
continue in full force and remain in effect according to its stated
terms and conditions.
18.8 Remedies Unless otherwise expressly provided herein, either party's
selection of any remedies provided for this Agreement shall not be
exclusive of any other remedies available hereunder. Or otherwise at law
or in equity and all such remedies shall be deemed to be cumulative.
18.9 Waiver No failure or delay by either party in exercising any right,
power, or remedy under this Agreement shall constitute a waiver of any
such right, power, or remedy. No waiver of any provision of this
Agreement shall be effective unless in writing and signed by the party
against whom such waiver is sought to be enforced. Any waiver by either
party of any provision of this Agreement shall not be construed as a
waiver of any other provision of this Agreement. nor shall such waiver
operate as or be construed as a waiver of such provision respecting any
future event or circumstance.
18.10 Consent not unreasonably withheld. If a party is required under any
provision of this Agreement to give approval or consent, or to confirm
acceptance, such party shall not unreasonably withhold or delay giving
such approval, consent or confirmation.
18.11 Relationship between the Parties The relationship between the parties
is that of independent contractors. Nothing contained in this Agreement
shall be deemed to imply or constitute either party as the agent or
representative of the other party, or both parties as joint ventures or
partners for any purpose.
18.12 Headings Captions and headings contained in this Agreement have been
included for ease of reference and convenience and shall not be
considered in interpreting or construing this Agreement.
18.13 Counterparts This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. This
Agreement shall not be binding upon a party until signed by such party
where indicated below.
18.14 Construction This Agreement shall be fairly interpreted in accordance
with its terms and without any strict construction in favor of or
against either party.
18.15 Languages This Agreement is executed in two (2) copies in English and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their corporate names by their duly authorized representatives.
HanbitSoft, Inc. Shanghai T2 Entertainment Co., Ltd.
By By
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Name: Name:
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Title: Title:
---------------------- -----------------------
Date Date
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Exhibit A
1. Licensed Program
NEO STEAM,
Designated Location
The Location where Licensor permitted Licensee to set up Server Software
within the Territory.
2. HanbitSoft's Proprietary Trademarks
2003 HanbitSoft, Inc. All Rights Reserved.
NEO STEAM is registered trademark of HanbitSoft, Inc.
3. HanbitSoft's brand management guideline
Shall be provided in two (2) weeks after Effective Date.
Exhibit B
1. Royalty Calculation Royalty rate shall be calculated as follows.
2. Royalties for Prepaid card sell through online and offline distribution
channels listed as follows sales: (i)Offline sales channels, (ii) Portal
sites (as online sales channel), (iii)ISPs (as online sales channel). The
prepaid card shall be tangible or intangible; the royalty rate shall be
twenty two percent (22%) of Standard Retail Price (There shall be no deduct
at calculating royalties).
3. Royalties for online and intangible listed as follows: (i)Online credit
card payment, (ii)Paypal, (iii)Online banking, (ix)Mobile payment; the
royalty rate shall be ________percent (___%) of gross sales of Standard
Retail Price (There shall be no deduct at calculating royalties).Royalties
for other payments methods: Royalty rate for other formation and payment
methods, regardless such methods is online, offline, tangible or
intangible, are already known or unknown, that using as payment method in
the Territory, Licensee shall notice such a desire to use other payments
methods and plan to Licensor within 15 working days before its desired
execution date at latest, and both parties shall renegotiate the royalty
rate in a good faith upon equal split philosophy for each case. (This
percentage shall be decided prior to 30 days of Open Beta launching date.)
4. Definition of SRP (Standard Retail Price): Cash value of deposited game
points by subscribers. These game deposits shall be deposited at exchange
rate of (a) (b) and (c) in this section at SRP basis.
Exhibit C
Licensor and Licensee will jointly discuss and agree detail localization and
service schedule for the territory which will include but not limited to:
1. Local server shall be installed no later than 31st of December, 2005.
2. Open beta test plan in Korea.(Licensor)
3. Translation plan in simplified Chinese.(Licensee)
4. Integration plan. (Licensor)
5. Close beta test local server installation. (Licensee, guided by
Licensor)
6. Quality Assurance and bug report by Licensee. (Licensee) 6.Bug fixing
and close beta client preparation. (Licensor)
7. Chinese government's ISBN acquisition and schedule (Licensee)
8. Marketing plan, budget and schedule of ISBN acquisition, closed beta
test, open beta test and commercial service. (Licensee)
9. Contents release plan for open beta test (Licensor and Licensee)
10. Human resource plan, equipment purchase plan, IDC/Network plan for
open beta test. Licensee guided by Licensor)
11. Open beta test client manufacturing, download, distribution plan and
schedule.
12. Open beta test contents translation. (Licensee)
13. Translated open beta test contents integration. (Licensor)
14. Quality assurance and bug report (Licensee)
15. Bug fixing and open beta test client confirmation (Licensor)
16. Business model confirmation (Licensee, approved by Licensor)
17. Pricing policy and payment method (Licensee, approved by Licensor)
18. Billing solution preparation (Licensee, approved by Licensor)