Office Services Agreement

SERVICES AGREEMENT



This Services Agreement (the "AGREEMENT") is made as of November 30, 1997 (the "EFFECTIVE DATE") by and between Yahoo! Korea Corporation, a corporation organized under the laws of the Republic of Korea (the "COMPANY") having its principal office at 502 Kyungki Bldg., 184-4, Chungjeong-Ro 2-Ka, Seodaemun-Ku, Seoul Korea 120-012, and SOFTBANK Korea Corporation, a corporation organized under the laws of the Republic of Korea ("SOFTBANK Korea") having its principal office at 2 Flr., 4 Naengchen-dong, Seodaemun-ku, Seoul, Korea.





A. The Company has been organized under the laws of the Republic of Korea ("KOREA"), and is XX% owned by Yahoo! Inc., a California corporation ("YAHOO"), XX% owned by SOFTBANK Korea, a Korean corporation, XX% owned by SOFTBANK Corporation, a Japanese corporation, and X% owned by Yahoo! Japan Corporation, a Japanese corporation, pursuant to a joint venture agreement dated as of the Effective Date (the "JOINT VENTURE AGREEMENT"), in order to operate in Korea (the "TERRITORY") a localized version of the Yahoo! Guide (such localized guide, products and services to be referred to herein as "YAHOO! KOREA"), to develop related products and online services in the Territory and to conduct certain other business related to such activities; and to conduct certain other business related to such activities.



B. The Company desires that SOFTBANK Korea provide certain services for the Company as set forth below (the "SERVICES") and SOFTBANK Korea desires to provide such Services for the Company.





The parties hereto agree as follows:



1. OFFICE, PERSONNEL, FINANCIAL AND ADMINISTRATIVE SERVICES.



1.1 SERVICES. SOFTBANK Korea shall provide the following office, personnel, financial and administrative Services (the "Office Services") to the Company:



(a) SOFTBANK Korea shall use its diligent efforts in procuring office space for employees of the Company, along with related office services such as utilities, telecommunications equipment, general office supplies, mailroom services, cleaning services (including the costs of installment and maintenance of lines, office units and the PBX switch as well as an estimated amount for actual calls), maintenance services and general office equipment (for example, photocopiers and telefax machines); PROVIDED, HOWEVER, that SOFTBANK Korea shall obtain the Company's approval prior to signing any documents or making any commitments to third parties with respect to such office space or related office services.



(b) SOFTBANK Korea shall provide the Company with such time of SOFTBANK Korea's technical support, sales, secretarial, administrative and management



[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS

FILED SEPARATELY WITH THE COMMISSION.







personnel as is necessary to launch Yahoo! Korea on such date as the parties may mutually agree (the "LAUNCH DATE"), and thereafter until the completion of the hiring of the Company's initial technical support, sales, secretarial, administrative and management personnel. SOFTBANK Korea shall use all reasonable efforts to recruit and hire for the Company those personnel specified in the Company's Operating Plan. In addition, SOFTBANK Korea shall use all reasonable efforts to provide the Company with referrals for qualified candidates and to allow the Company access to SOFTBANK Korea's recruiting channels.



(c) SOFTBANK Korea shall provide the Company with financial management and other administrative support including payroll processing, accounting, purchasing, management information, recruiting, human resource and facility services. SOFTBANK Korea shall also provide to the Company all other similar administrative and operational services required to carry out the Company's Operating Plan. In addition, SOFTBANK Korea covenants that it will provide general management assistance to the Company, including the services of a general manager to manage the business of the Company, through September of 1998. Such general manager shall be subject to the Company's normal reporting and accounting policies and procedures.



1.2 REIMBURSEMENT. As consideration for SOFTBANK Korea's performance of the Office Services as set forth in Section 1.1 above, the Company shall reimburse SOFTBANK Korea for:



(a) SOFTBANK Korea's reasonable, documented, out-of-pocket expenses to third parties reasonably incurred in connection with the Office Services (including those incurred prior to the Effective Date on behalf of the Company), which shall include actual charges for telecommunications calls, special postage, courier service, and any other similar products or services provided by third parties that are individually billed to SOFTBANK Korea and that are not included in its general charges contemplated by Section 1.2(a) above; and



(b) any other reasonable, pre-approved, documented, out-of-pocket expenses incurred by SOFTBANK Korea or its personnel on behalf of the Company in the course of providing the Office Services hereunder including, without limitation, travel expenses and employee procurement fees and expenses.



1.3 INVOICES. SOFTBANK Korea shall send an itemized monthly invoice to the Company for the Office Services provided by SOFTBANK Korea during the previous month. The Company shall pay such amount within thirty (30) days following receipt of the invoice.



2. PROMOTIONAL SERVICES.



2.1 ADVERTISING SERVICES. SOFTBANK Korea shall provide the Company with the right to run advertisements and promotions in any and all publications and services owned, operated or otherwise under the direct or indirect control of SOFTBANK Korea at the most favorable rate offered by SOFTBANK Korea to any third party for similar advertisements and promotions. In addition, SOFTBANK Korea shall use its best efforts to secure for the Company





[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS

FILED SEPARATELY WITH THE COMMISSION.







the right to run advertisements and promotions in any and all publications, services, radio stations, television stations and billboards owned, operated or otherwise under the direct or indirect control of companies in which SOFTBANK Korea has, directly or indirectly, at least 50% equity ownership, which companies are listed on SCHEDULE A hereto (the "SOFTBANK KOREA SUBSIDIARIES") at the most favorable rate offered by such SOFTBANK Korea Subsidiaries to such companies' most favored licensee for similar advertisements and promotions. SOFTBANK Korea shall also use its commercially reasonable efforts to secure for the Company the right to run advertisements and promotions in any and all publications, services, radio stations, television stations and billboards owned, operated or otherwise under the direct or indirect control of companies in which SOFTBANK Korea has, directly or indirectly, at least 10% equity ownership or that control, or are under common control with, SOFTBANK Korea, which companies are listed on SCHEDULE B hereto (the "SOFTBANK KOREA AFFILIATES") at the most favorable rate offered by such SOFTBANK Korea Affiliates to such companies' most favored licensee for similar advertisements and promotions. All advertising services provided hereunder shall be subject to the applicable rate card or other applicable terms and conditions of the publication or service being used.



2.2 HYPERTEXT LINKS. Commencing on the Launch Date, SOFTBANK Korea shall (i) provide prominent placement of hypertext links to Yahoo! Korea on all online services owned, operated or otherwise under its control in a manner that is reasonably acceptable to the Company, (ii) use its best efforts to ensure prominent placement of hypertext links to Yahoo! Korea on all online services owned, operated or otherwise under the control of the SOFTBANK Korea Subsidiaries in a manner that is reasonably acceptable to the Company, and (iii) use its commercially reasonable efforts to ensure prominent placement of hypertext links to Yahoo! Korea on all online services owned, operated or otherwise under the control of the SOFTBANK Korea Affiliates in a manner that is reasonably acceptable to the Company. For the purposes of this Section 2, "ONLINE SERVICES" shall mean any service that provides text, graphics, sound and/or other media to subscribers electronically.



2.3 PARTICIPATION IN MARKETING AND PROMOTIONAL ACTIVITIES. SOFTBANK Korea shall, as soon as reasonably practicable, inform the Company of all upcoming advertising, marketing and promotional activities related to the online services owned, operate or otherwise under its direct or indirect control and allow the Company to participate in such activities, subject to the Company's agreement to pay such portion of the costs associated with such activities as fairly represents the Company's participation therein. In addition, SOFTBANK Korea shall, as soon as reasonably practicable, inform the Company of all upcoming advertising, marketing and promotional activities related to the online services owned, operated or otherwise under the direct or indirect control of the SOFTBANK Korea Subsidiaries and use its best efforts to have the SOFTBANK Korea Subsidiaries allow the Company to participate in such activities, subject to the Company's agreement to pay such portion of the costs associated with such activities as fairly represents the Company's participation therein. SOFTBANK Korea shall also, as soon as reasonably practicable, inform the Company of all upcoming advertising, marketing and promotional activities related to the online services owned, operate or otherwise under the direct or indirect control of the SOFTBANK Korea Affiliates and use its commercially reasonable





[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS

FILED SEPARATELY WITH THE COMMISSION.







efforts to have the SOFTBANK Korea Affiliates allow the Company to participate in such activities, subject to the Company's agreement to pay such portion of the costs associated with such activities as fairly represents the Company's participation therein. Further, SOFTBANK Korea shall (i) cooperate with the Company, (ii) use its best efforts to have th ...