Ragnarok License and Distribution Agreement - Gravity Corp. Ltd. and Asiasoft International Co. Ltd.
RAGNAROK
LICENSE AND DISTRIBUTION AGREEMENT
THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 13th day of June, 2002, by and between GRAVITY CORPORATION, LTD., a
corporation duly organised and existing under the laws of the Republic of Korea
("Korea") and having its offices at 6th Fl. Shingu Bldg., 620-2, Shinsa-Dong,
Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), and ASIASOFT INTERNATIONAL CO.,
LTD., a corporation duly organised and existing under the laws of Thailand and
having its offices at 1035/22 Handling Group Bldg. 1st Floor, Soi Khunvijit,
Sukhumvit 71 Road, North Klongton, Wattana, Bangkok 10110, Thailand
("Licensee").
RECITALS:
WHEREAS, Licensor has developed and possesses all rights in computer programs of
online game "Ragnarok" ("Game") and also possesses valuable know-how and
technical information on the installation, design, service and use of the Game;
WHEREAS, Licensee desires enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute and market the Game in the
territory specified below; and
WHEREAS, Licensor desires to grant such license to Licensee.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the parties hereto agree as
follows:
ARTICLE 1.
DEFINITIONS
The terms defined in this Article shall have the meaning ascribed to them herein
whenever they are used in this Agreement, unless otherwise clearly indicated by
the context.
1.1 "Confidential Information" shall mean all materials, know-how, software
or other information including, but not limited to, proprietary
information and materials regarding a Party's technology, products,
business information or objectives, including the softwares for the
Game and Technical Information under this Agreement, which is
designated as confidential in writing by the providing Party or which
is the type that is customarily considered to be confidential
information by persons engaged in similar activities.
1.2 "Distribution Package" shall mean the edition of the Game package which
contains the CDs for software, prepaid card, and other necessary items
in relation to the Game.
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1.3 "End Users" shall mean the users of the Game through network game
service system established and operated by Licensee with individually
assigned ID numbers for each End User.
1.4 "Game" shall have the meaning stipulated in the recitals above,
including any modified or advanced version of the Game distributed by
Licensor for error correcting, updating or debugging purpose, under the
same title. Any subtitled version, series or sequel to the Game which
may be developed or distributed by Licensor after the execution of this
Agreement shall be clearly excluded from the scope of this Agreement.
1.5 "Intellectual Property" shall mean all patents, designs, utility
models, copyrights, know-how, trade secrets, trademarks, service mark,
trade dress and any other intellectual property rights in or related to
the Game or Technical Information.
1.6 "Parties" and "Party" shall mean Licensor and Licensee, collectively
and individually, respectively.
1.7 "Servers" shall mean the servers established, installed and operated by
Licensee within the Territory only for the service of Game to End Users
in the Territory.
1.8 "Service-Sales Amount" shall mean the total service-sales amount paid
by End Users for the Game, including amounts paid by prepaid card,
calculated in the Billing System with the deduction of the
Wholesaler-Discounts and 7% VAT granted under this Agreement.
1.9 "Technical Information" shall mean the software, know-how, data, test
result, layouts, artwork, processes, scripts, concepts and other
technical information on or in relation to the Game and the
installation, operation, maintenance, service and use thereof.
1.10 "Territory" shall mean the territory of Thailand.
1.11 "Thai Version" shall mean the Game in Thai language.
1.12 "Wholesaler-Discounts" shall mean the discount which will be offered by
the Licensee to all wholesalers who run sales market; provided,
however, that if the payment by End Users is made by prepard card,
Wholesaler-Discounts granted to any wholesaler shall not exceed thirty
percent (30%) of the prepaid card amount, and if the payment by End
Users is not made by prepaid card, there will be no
Wholesaler-Discount.
ARTICLE 2.
GRANT OF LICENSE
2.1 Licensor hereby grants to Licensee, subject to the terms and conditions
contained in this Agreement, the exclusive, royalty-bearing and
non-transferable license (the "License") to service, use, promote,
distribute and market the Game to End Users and to use the Technical
Information for such purpose within the Territory.
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2.2 The service, use, promotion, distribution and marketing of the Game
under this Agreement by Licensee shall be made only in Thai language
using the Thai Version in the Territory. Any service, use, promotion,
distribution and marketing of the Game outside the Territory and any
use of the Technical Information for any purpose other than performance
under this Agreement is strictly prohibited.
2.3 The service of the Game by Licensee shall be made only through the IBM
PC on-line method (excluding mobile access) using the Servers. Without
prior written approval by Licensor, Licensee shall not manufacture,
sell or distribute the Game in any other form including CDs unless
otherwise provided in this Agreement.
2.4 The Game shall be serviced, promoted, distributed and marketed under
the titles, trademark, character names and other names of the Game
("Title") as originally created and used by Licensor. Provided,
however, that, if it is required to change any of such Title due to any
special lingual or social circumstance of the Territory, the parties
shall decide and use new Title ("New Title") for the Game. All of the
right on the Title and New Title shall be exclusive owned by Licensor
and Licensee shall not use any of such Title or New Title out of the
scope of this Agreement without a prior written approval of Licensor.
2.5 All of the rights on or in relation to the Game, except as granted
under this Agreement, including but not limited to the rights on the
character business of the Game, shall remain exclusively with Licensor.
ARTICLE 3
DELIVERY OF GAME
3.1 Subject to the terms and conditions of this Agreement, Licensor shall
provide Licensee with its full assistance and cooperation including
preparation of Thai Version and providing technical assistance in order
for Licensee to launch its commercial service of the Game in the
Territory no later than the 1st of October 2002.
3.2 Once Licensee receives the Thai Version and technical documents on the
Game (collectively "Delivery Materials") from Licensor, Licensee shall
perform its review and test promptly and inform Licensor of any defect
within thirty (30) days after receipt thereof. Licensee's failure to
inform within the designated period shall be regarded as acceptance by
Licensee, and any revision or modification of any of the Delivery
Materials which may be made by Licensor thereafter upon the request by
Licensee shall be at Licensee's sole expense.
3.3 The Game shall be serviced in the Territory only in the manner provided
by Licensor under this Agreement. Licensee is strictly prohibited from
any modification, amendment or revision of any part of the Game
including the name of title and characters of the Game, without prior
written approval from Licensor.
ARTICLE 4
TECHNICAL ASSISTANCE
4.1 During the term of this Agreement, Licensor shall provide Licensee for
free of charge with technical assistance including software
installation and set-up, maintenance support, patch updates in
connection with the Game and the localization of the Game into Thai
language.
4.2 Licensor shall, upon the request of Licensee, dispatch its engineers to
Licensee for installation of Servers and training of Licensee's
personnel. The total period for such technical assistance excluding the
travelling time shall not exceed [10] man days (based on 8 hours of
work per engineer per day), and any further assistance through
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dispatch of Licensor's engineers shall be determined by the mutual
agreement of the Parties. After the initial dispatch by Licensor of its
engineers for [10 man-day period], the salaries of Licensor's engineers
for the dispatched period shall be paid by Licensee. All the expenses
incurred by the engineers of Licensor for business class airfare,
lodging and food and other general living expenses during their stay
for the period of technical assistance shall be borne by Licensee.
4.3 During the term of this Agreement, Licensor shall receive Licensee's
personnel in its office in Korea for training with respect to the
installation and service of the Game and the installation, maintenance
and operation of the Servers. The number of the trainees from Licensee
shall not exceed [3] persons at one time and the total period of
training shall not exceed [7] man days (based on 8 hours of training
per trainee per day), unless otherwise agreed in writing by Licensor.
All of the expenses for travel, lodging, food and other general living
expenses incurred by such dispatched personnel of Licensee shall be
borne by Licensee.
4.4 Any further assistance maybe rendered by Licensor upon mutual agreement
of the Parties.
4.5 Each Party shall be fully responsible and fully indemnify the other
Party for the behavior of and activities performed by its employees and
personnel during their stay at the other Party's facilities.
ARTICLE 5
PAYMENT
5.1 In consideration of the License and technical assistance granted under
this Agreement, Licensee shall pay to Licensor as follows:
(a) INSTALLMENT PAYMENT
Licensee shall pay to Licensor a sum of Fifty Thousand United States
Dollar (USD 50,000) ("Installment Payment") in the following manner:
(i) 1st Installment Payment: a sum of Twenty Five Thousand United
States Dollars (USD 25,000) which is equivalent to fifty
percent (50%) of the Installment Payment shall be paid within
seven (7) days from the date of execution of this Agreement;
(ii) 2nd Installment Payment: a sum of Twelve Thousand Five Hundred
United States Dollars (USD 12,500) which is equivalent to
twenty-five percent (25%) of the Installment Payment shall be
paid no later than the date of commencement of the beta
service of the Game in the Territory; and
(iii) 3rd Installment Payment: a sum of Twelve Thousand Five Hundred
United States Dollars (USD 12,500) which is equivalent to
twenty-five percent (25%) of the Installment Payment shall be
paid no later than the date of commencement of the commercial
service of the Game in the Territory.
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No installment payment shall be refunded to or recouped by Licensee for
any reason.
(b) ROYALTY
In addition to the Installment Payment, Licensee shall pay the
following royalties: Licensee shall pay to Licensor thirty percent
(30%) of the Service-Sales Amount paid by the End Users as continuing
royalties. The royalty payment shall be made on a monthly basis within
twenty (20) days after the end of each month, accompanied by the
detailed report on the calculation of "Service-Sales Amount" for the
applicable month.
5.2 Any and all payment under this Agreement by Licensee to Licensor shall
be made in United States Dollar (USD) and by wire transfer to the
account designated by Licensor or in such other method as may be
mutually agreed between the Parties.
5.3 For all payments to be made in United States Dollar under this
Agreement, the applicable foreign exchange rate shall be the basic
exchange rate published by the Thai Bank on the due date for the
relevant payment. Provided, however, that, in the event of any delay in
payment, the most favourable exchange rate to Licensor of the rates
from the due date for the relevant payment to the date of actual
payment shall apply.
5.4 In the event any payment is delayed by Licensee under this Agreement, a
default interest at a rate of [18] % per annum shall apply. For the
avoidance of doubt, Licensor's entitlement to such default interest
pursuant to this Section 5.4 shall not affect any other rights of
Licensor under this Agreement.
5.5 Any and all taxes including the sales tax, value added tax, income tax
and any kind of withholding tax on any payment to Licensor under this
Agreement shall be borne by Licensee.
ARTICLE 6
DISTRIBUTION PACKAGE
6.1 Licensee may produce, distribute and market the Distribution Package of
the Game in the Territory up to a certain limited numbers mutually
agreed between the Parties. The Parties hereby agree that the number of
the initial Distribution Packages shall be 20,000 ("Initial
Distribution Packages").
6.2 Pricing of the Distribution Package shall be decided by mutual
agreement between both parties and Licensee shall not make any profit
from sales of such Distribution Packages.
ARTICLE 7
REPORT & AUDIT
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7.1 Licensee shall provide Licensor with all the information on the
development of its business in relation to the Game. Without limiting
the foregoing, Licensee shall inform Licensor promptly after its launch
of the beta service and the commencement of the commercial service of
the Game.
7.2 Licensee shall provide Licensor with a monthly report (the "Monthly
Report") in writing on its business activities in relation to the Game
including but not limited to the list of End-Users, the fees charged by
Licensee, sale revenue of the pertinent month including the sale of the
Distribution Package, advertising activities and the expenses therefor,
complaints received from End Users and market trends in the Territory.
7.3 Licensee shall keep all of its record, contractual and accounting
documents and company documents in relation to its business and
activities under this Agreement in its offices, during the term of this
Agreement and for two years after the expiration or termination of this
Agreement.
7.4 During the term of this Agreement and two (2) years after the
expiration or termination thereof, Licensor may by itself or through an
accountant designated by Licensor investigate and audit all of the
company documents of Licensee with respect to its Game business. For
this purpose, Licensor may request Licensee to produce the relevant
documents, and may visit Licensee's office and make copies of
Licensee's documents. Licensee shall provide all assistance and
co-operation required by Licensor for such investigation and audit. All
expenses incurred for such investigation and audit shall be borne by
Licensor unless such investigation and audit reveals underpayment by
greater than 5% of the required royalty amount, in which case Licensee
shall bear all expenses for such investigation and audit and shall also
promptly pay to Licensor the unpaid amount together with [18] % default
interest thereon.
ARTICLE 8
ADVERTISING
8.1 Licensee shall exert its best efforts to advertise, promote and perform
marketing activities on the Game in the Territory.
8.2 For the advertising of the Game in the Territory, Licensee agrees to
spend no less than Two hundred fifty thousand United States dollars
($250,000) for the initial period of twelve months after the execution
of this Agreement in the Territory and another Two hundred fifty
thousand United States dollars ($250,000) for the subsequent period of
twelve months. Licensee shall provide Licensor with detailed
information on Licensee's advertising activities every month in the
Monthly Reports as stipulated in Article 8.2. In addition, Licensee
shall provide Licensor with a separate advertisement report on June 30
and December 31 of each year covering the preceding 6 months' period.
8.3 Licensor will provide Licensee with samples of the marketing and
promotional materials for the Game which have been or will be produced
and used by Licensor during the term of this Agreement. For the
marketing and advertising materials for use
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in the Territory, Licensee shall provide Licensor with samples thereof
and shall obtain Licensor's written approval prior to Licensee's actual
use of such advertising materials. Licensor's failure to respond within
seven (7) days after receipt of such samples of advertising material
shall be deemed as approval of such advertising materials.
8.4 All of the copyright on the marketing and advertising materials
produced or used by Licensee on the Game ("Advertising Materials")
shall be exclusively owned by Licensor, and Licensee shall not use any
Advertising Materials in a manner outside the scope of this Agreement.
For the effectiveness of this provision, Licensee hereby assigns all of
its right on such Advertising Materials to Licensor.
ARTICLE 9
OTHER OBLIGATION OF LICENSEE
9.1 Licensee shall exert its best efforts to supply, distribute and sell
the Game in the Territory.
9.2 Licensee shall be solely responsible for service, use, promotion,
distribution and marketing of the Game in the Territory, and Licensor
shall not be responsible for any of such activities unless stipulated
otherwise in this Agreement.
9.3 Licensee shall provide full and comprehensive technical support to End
Users to assist in their use of the Game, including but not limited to
Licensee's maintaining 24-hour technical contact window, on-line
customer services, sufficient outbound bandwidth and circuits for
operating business under this Agreement, and game servers required for
on-line game operation.
9.4 Licensee shall adopt and use the billing system of TST for or in
relation to the service of the Game in the Territory. In the event
Licensee wishes use any other billing system, Licensee shall
demonstrate to Licensor that such other billing system is more superior
or at least equal to the billing system of TST in terms of the fitness,
efficiency, correctness and clearness of the billing system and shall
obtain the prior written approval from Licensor thereon which shall not
be unreasonably withheld.
9.5 Licensee shall provide its best effort and procure Licensee shall
provide its best effort and procure appropriate legal and
administrative measures against any and all activities by third parties
infringing the Game or any of the Intellectual Property of Licensor on
or in relation to the Game, including without limitation to,
manufacture or sales of counterfeiting CDs, manuals, workbooks or other
products.
9.6 Licensee shall conform to all laws and regulations of the Territory in
its service, use, promotion, distribution and marketing of the Game in
the Territory.
9.7 Licensee shall provide a prior written notice to Licensor in the event
Licensee intends to change its marketing strategies, including budget,
advertising, marketing, promotional materials, product packaging and
etc., price policies relating to the Game, and other important
policies.
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9.8 Licensee shall indemnify and hold harmless Licensor and its officers
and employees from any kind of losses, costs, expenses or liabilities,
including reasonable attorneys' fees resulting from any claim by a
third party on or in relation to Licensee's service, use, promotion,
distribution and marketing of the Game, provided that Licensor (a)
promptly notifies Licensee of such claim; (b) allows Licensee to
control the defense of such claim and/or any related settlement
negotiations; and (c) provides any reasonable assistance requested by
Licensee in connection with such claim.
ARTICLE 10
INTELLECTUAL PROPERTY
10.1 Technical Information shall be exclusively owned by Licensor, and this
Agreement shall not grant Licensee or permit Licensee to exercise any
right or license on the Intellectual Property except for the License
granted under this Agreement. Licensee shall not obtain or try to
obtain any registered industrial property or copyright on any of the
Intellectual Property of Licensor regardless of the territory and
exploitation area.
10.2 Licensor hereby represents and warrants that Licensor has a legal and
valid right to grant the rights and licenses under this Agreement to
Licensee and that the Game and Technical Information do not violate or
infringe any patent, copyright and trademark of any third party in
Korea.
10.3 Licensor agrees to indemnify and hold harmless Licensee from any kind
of losses, costs, expenses or liabilities, including reasonable
attorneys' fees and costs of settlement, resulting from any claim by a
third party upon Licensor's breach of Section 10.2; provided that
Licensee (a) promptly notifies Licensor of such claim; (b) allows
Licensor to control the defense of such claim and/or any related
settlement negotiations; and (c) provides any reasonable assistance
requested by Licensor in connection with such claim.
ARTICLE 11
LIMITATION OF LIABILITY
11.1 EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTIONS 10.2 AND 10.3 ABOVE, LICENSOR MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, CONCERNING THE GAME INCLUDING BUT NOT LIMITED TO ITS
MERCHANTABILITY, AND THE GAME IS LICENSED HEREUNDER "AS IS".
11.2 IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
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11.3 THE AGGREGATE LIABILITY OF LICENSOR UNDER OR RELATING TO THIS AGREEMENT
WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF
THE PAYMENTS MADE BY LICENSEE DURING THE PRECEDING PERIOD OF [6]
MONTHS.
ARTICLE 12
CONFIDENTIALITY
12.1 All Confidential Information disclosed by either Party under this
Agreement shall be maintained in confidence by the receiving Party and
shall not be used for any purpose other than explicitly granted under
this Agreement. Each Party agrees that it shall provide Confidential
Information received from the other Party only to its employees,
consultants and advisors who need to know for the performance of this
Agreement. The receiving Party shall be responsible for any breach of
this Article by its employees, consultant and advisors.
12.2 The confidential obligation shall not apply, in the event that it can
be shown by competent documents that the Confidential Information;
(a) becomes published or generally known to the public before or
after the execution of this Agreement without any breach of
this Agreement by any Party;
(b) was known by the receiving Party prior to the date of
disclosure to the receiving Party;
(c) either before or after the date of disclosure is lawfully
disclosed to the receiving Party by a third party who has no
confidential obligation for such information;
(d) is independently developed by or for the receiving Party
without reference to or reliance upon the Confidential
Information; or
(e) is required to be disclosed by the receiving Party in
accordance with the applicable laws and orders from the
government or court; provided that, in this case, the
receiving Party shall provide prior written notice of such
disclosure to the providing Party and takes reasonable and
lawful actions to avoid and/or minimize the degree of such
disclosure.
ARTICLE 13
TERM
13.1 This Agreement shall become effective on the execution date of this
Agreement and, unless terminated earlier in accordance with this
Agreement, shall remain in effect for a period of two (2) years.
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13.2 No later than four (4) months prior to the expiration of this
Agreement, Licensor shall give Licensee the first right of negotiation
for a period of thirty (30) days for re-execution of a license
agreement for an additional term of one (1) year("Renewed Term") for
the Game. The above provision shall apply at the expiration of each
Renewed Term. If no agreement in writing is made between the Parties
for renewal or re-execution of a license agreement during such period,
this Agreement shall expire without any further extension or renewal.
ARTICLE 14
TERMINATION
14.1 This Agreement may be terminated upon the mutual agreement of the
Parties.
14.2 Each Party shall have the right to immediately terminate this
Agreement:
(a) upon written notice to the other Party in the event of the
other Party's material breach of this Agreement and such
breach shall continue for a period of thirty (30) days after
the breaching Party's receipt of written notice setting forth
the nature of the breach or its failure to perform and the
manner in which it may be remedied; or
(b) if the other Party or its creditors or any other eligible
party files for its liquidation, bankruptcy, reorganization,
composition or dissolution, or if the other Party is unable to
pay any kind of debts as they become due, or the creditors of
the other Party have taken over its management.
14.3 Notwithstanding Section 14.2, Licensor may immediately terminate this
Agreement upon a written notice to Licensee:
(a) if the monthly royalty as set forth in Section 5.1(b) above
for the preceding month is not paid by the end of each month;
(b) if the beta service of the Game is not commenced in the
Territory by August 12, 2002 unless such failure has been
caused by Licensor;
(c) if the commercial service of the Game is not commenced in the
Territory by October 1, 2002 unless such failure has been
caused by Licensor; or
(d) if the service of the Game in the Territory is stopped,
suspended, discontinued or disrupted for more than ten (10)
days in total during the term of this Agreement due to causes
attributable to Licensee.
14.4 Upon the effective date of such termination, all rights granted to
Licensee hereunder shall immediately cease and shall revert to
Licensor, and Licensee shall immediately cease servicing of the Game
and return to Licensor any and all softwares, Technical Documents and
other materials or information provided by Licensor to Licensee under
this Agreement.
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14.5 No termination of this Agreement shall affect the Parties' rights or
obligations that were incurred prior to the termination. The expiration
or termination of this Agreement shall not affect the effectiveness of
Articles 7, 10, 11, 12, 14.4 and 16 which shall survive the expiration
or termination of this Agreement.
Article 15
Force Majeure
15.1 Notwithstanding anything in this Agreement to the contrary, no default,
delay or failure to perform on the part of either Party shall be
considered a breach of this Agreement if such default, delay or failure
to perform is shown to be due entirely to causes beyond the reasonable
control of the Party charged with such default, delay or failure,
including, without limitation, causes such as strikes, lockouts or
other labor disputes, riots, civil disturbances, actions or inactions
of governmental authorities or suppliers, epidemics, war, embargoes,
severe weather, fire, earthquake, acts of God or the public enemy.
15.2 If the default, delay or failure to perform as set forth above in
Section 15.1 exceeds thirty (30) days from the initial occurrence, a
Party who is not affected from such force majeure event shall have the
right to terminate this Agreement with a written notice to the other
Party.
ARTICLE 16
GENERAL PROVISIONS
16.1 Neither Party's rights, duties or responsibilities under this Agreement
may be assigned, delegated or otherwise transferred in any manner,
without prior written consent of the other Party.
16.2 It is understood and agreed by the Parties hereto that this Agreement
does not create a fiduciary relationship between them, that Licensee
shall be an independent contractor, and that nothing in this Agreement
is intended to constitute either Party an agent, legal representative,
subsidiary, joint venturer, employee or servant of the other for any
purpose whatsoever.
16.3 If any kind of notices, consents, approvals, or waivers are to be given
hereunder, such notices, consents, approvals or waivers shall be in
writing, shall be properly addressed to the Party to whom such notice,
consent, approval or waiver is directed, and shall be either hand
delivered to such Party or sent by certified mail, return receipt
requested, or sent by Fed, Ex, DHL or comparable international courier
service, or by telephone, facsimile or electronic mail (in either case
with written confirmation in any of the other accepted forms of notice)
to the following addresses or such addresses as may be furnished by the
respective Parties from time to time:
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If to Licensor.
Attention: Kris Na
6th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku,
Seoul, 135-894, Korea
Fax: +82-2-3442-7097
If to Licensee
Attention: Sherman Tan
1035/22 Handling Group Bldg. 1st Floor, Soi Khunvijit,
Sukhumvit 71 Road, North Klongton,
Wattana, Bangkok 10110, Thailand
Fax:____________________
16.4 No course of dealing or delay by a Party in exercising any right,
power, or remedy under this Agreement shall operate as a waiver of any
such right, power or remedy except as expressly manifested in writing
by the Party waiving such right, power or remedy, nor shall the waiver
by a Party of any breach by the other Party of any covenant, agreement
or provision contained in this Agreement be construed as a waiver of
the covenant, agreement or provision itself or any subsequent breach by
the other Party of that or any other covenant, agreement or provision
contained in this Agreement.
16.5 This Agreement, including all exhibits, addenda and schedules
referenced herein and attached hereto, constitutes the entire agreement
between the Parties hereto pertaining to the subject matters hereto and
supersedes all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the Parties in
connection with the subject matters hereof.
16.6 This Agreement shall be written in English and all disputes on the
meaning of this Agreement shall be resolved in accordance with English
version of this Agreement.
16.7 This Agreement may be amended only upon the execution of a written
agreement between Licensor and Licensee which makes specific reference
to this Agreement.
16.8 This Agreement shall be governed by and construed in accordance with
the laws of Korea.
16.9 Any controversy or claim arising out of or in relation to this
Agreement shall be finally settled by arbitration in Korea. The
arbitration shall be conducted before three arbitrators in accordance
with the Rules of Arbitration and Conciliation of the International
Chamber of Commerce then in effect. The Parties shall be bound by the
award rendered by the arbitrators and judgement thereon may be entered
in any court of competent jurisdiction. Any award rendered by the
arbitrators shall be final, and the Parties shall not have any right of
appeal.
16.10 If any section, subsection or other provision of this Agreement or the
application of such section, subsection or provision, is held invalid,
then the remainder of the Agreement, and the application of such
section, subsection or provision to persons or circumstances other than
those with respect to which it is held invalid shall not be affected
thereby.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first above-written.
GRAVITY CORPORATION, LTD.
By:______________________________
Name: Jung-Ryool Kim
Title: Chairman
ASIASOFT INTERNATIONAL CO., LTD.
By:______________________________
Name: Sherman Tan
Title: C.E.O.
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