EXHIBIT 10.40
SPECIAL BUSINESS OUTSOURCING CONTRACT
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Translated From Japanese
KDDI contracts with Global Hotline in respect of a special business outsourcing contract, in the following provisions:
1. Special Business Outsourcing Contract
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Based on the basic outsourcing contract entered into by the parties on 6
October, 2004, KDDI outsources the work as detailed on the separate sheet
to Global Hotline.
2. Payment for outsourcing commission
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KDDI agrees to pay Global Hotline the sum as detailed on the separate sheet
as commission for outsourcing work.
3. Claim for return of outsourcing commission
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KDDI may make a claim for damages against Global Hotline if the performance
of Global Hotline does not meet certain target figures as detailed on the
separate sheet.
4. NDA
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Global Hotline agrees that they will not divulge information gained under
this contract and outsourcing work to third parties.
If Directors or managers of the company including those retired divulge
such information to third parties, this shall be deemed to have broken the
provisions of the NDA.
5. Cancellation
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If Global Hotline breaks any material provisions of this contract, or if a
provision of the basic contract is broken, then KDDI may cancel this
contract without further notice.
If Global Hotline breaks any material provisions of this contract, then
KDDI may cancel the basic contract without further notice.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A "*".
1
If the basic contract comes to an end by cancellation, then this special
business outsourcing contract naturally comes to an end.
If under provision 3 of this contract, Global Hotline agrees to pay the sum
of the outsourcing commission as damages to KDDI immediately, and KDDI has
the right to claim all damages against Global Hotline.
6. Duty to report
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KDDI may ask Global Hotline to report on any aspect of the work being
performed under this contract at any time as the need arises. Global
Hotline has a duty to report the situation to KDDI in response to KDDI's
request.
Except with regards to KDDI Telephone Service contract, Global Hotline
assumes responsibility for all the problems arising while performing the
work under this contract and if third parties are damaged by Global Hotline
or a dispute arises with these parties, or these things are likely to
occur, Global Hotline has to inform KDDI of any such troubles immediately
as well as settle all of them on their own responsibility and in their own
expense burden after due consultation with KDDI.
Global Hotline cannot transfer all or a part of the rights and duties under
this contract to a third party, or use them as collateral to a third party.
7. Contract period
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This contract is for the period of 2005/10/01 to 2006/03/31
8. Jurisdiction
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In the event of a dispute in respect of this contract, the jurisdiction for
the first trial will be exclusively with the court in the area of KDDI's
registered head office.
9. Cooperation
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If a difference arises in interpretations between KDDI and Global Hotline
of the matters not prescribed in this contract and each provision of this
contract, the parties will try and resolve it immediately with amicable
deliberation.
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