Agreement on Business Division Transfer - GRAVITY Co. Ltd. and IAMBiz Co. Ltd.
AGREEMENT ON BUSINESS DIVISION TRANSFER
This business division transfer agreement (hereinafter referred to as this
"Agreement") is entered into by and between GRAVITY Co. Ltd. (hereinafter
referred to as "Party A") and IAMBiz Co., Ltd. (hereinafter referred to as
"Party B") in connection with the Agreement to License the Horse Racing Game
Room (hereinafter referred to as "HORSE RACING AGREEMENT") made between Party A
and F2 System (hereinafter referred to as "Developer").
WITNESSETH
ARTICLE 1 [PURPOSE]
The purpose of this Agreement is for Party A, whose main business is in arcade
games, to transfer the Horse Racing Agreement to Party B pursuant to the
Agreement to Transfer the Horse Racing Agreement dated July 21, 2003 by and
between Party A and Party B.
ARTICLE 2 [PURCHASE PRICE]
In consideration of transferring the Horse Racing Agreement, Party A shall be
paid KRW 20,000,000 as the purchase price. KRW 5,000,000, or 25% of the total
purchase price, shall be paid simultaneously with the execution of this
Agreement, the interim payment amount of KRW 10,000,000 shall be paid within 15
days from the date of this Agreement, and the balance of KRW 5,000,000 shall be
paid within 30 days from the date of this Agreement.
ARTICLE 3 [TERM OF AGREEMENT]
1. As a matter of principle, the term of the agreement between Party A and
Developer shall apply equally to this Agreement.
2. Therefore, since the underlying agreement dated April 21, 2003 shall be
transferred on substantially similar conditions, absent special circumstances,
the underlying agreement shall be deemed to be effective until the business
fails to generate significant profit, provided that Party B shall substitute
Party A as a party thereto and in such capacity may modify the future term of
the agreement through consultation with Developer.
3. As for Royal Grand Prix Derby On-Air Ver. 1.x.x., Party B shall substitute
Party A as a party thereto pursuant to a special agreement dated July 18, 2003
and the term of the agreement shall be from the date hereof to its expiration on
December 31, 2004.
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ARTICLE 4 [TERMS OF TRANSFER]
1. This Agreement qualifies as a third party transfer described in Clause 3 of
Article 4 of the Horse Racing Agreement attached hereto. The transfer will be
effected on the same terms and conditions as the existing Horse Racing Agreement
since the transfer accords with Party A's business vision and promotional
strategy.
2. After the execution of this agreement, Party B may notify Developer as to the
transfer pursuant to Clause 3 of Article 4 of the Horse Racing Agreement.
Pursuant to the Transfer Agreement dated July 21, 2003, such notice of transfer
may be substituted with tax receipts exchanged between Party B and Developer,
which will be deemed as evidence of Developer's consent to the transfer.
ARTICLE 5 [SPECIAL TERMS]
Upon the execution of this Agreement, Party B shall be liable for all problems
with Developer arising in connection with the performance of the Horse Racing
Agreement, and Party A shall be held harmless therefrom.
ARTICLE 6 [RESOLUTION OF DISPUTES WITH A THIRD PARTY]
In the event of a legal dispute brought by a third party (including Developer)
against Party A in connection with this Agreement, Party B shall resolve any
such dispute at its own cost and responsibility.
ARTICLE 7 [CONFIDENTIALITY]
1. Each party shall keep confidential any information obtained in connection
with this Agreement relating to the other party's technical or business secrets
and shall not disclose such information to a third party without the other
party's written consent.
2. This Article shall remain effective for a period of 3 years following the
date of expiration or cancellation of this Agreement.
ARTICLE 8 [MISCELLANEOUS]
1. Matters not stipulated herein shall be determined according to general
business customs.
2. All consents, agreements, notifications, reports, transmittal, demands and
payments in connection with this Agreement shall be made in writing.
ARTICLE 9 [COMPETENT COURT]
In the event of any disagreement or dispute in connection with the performance
by the parties of the terms of this Agreement, the parties shall seek to resolve
them amicably and, failing that,
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hereby agree to the Seoul District Court as the competent court to settle such
disagreement or dispute.
Annex 1. a copy of the Transfer Agreement, dated July 21, 2003.
Annex 2. a copy of the Agreement to License the Horse Racing Game.
Annex 3. a copy of the Additional Agreement dated July 18, 2003.
Date: November 28, 2003.
Party A:
GRAVITY Co. Ltd.
Representative Director: Jung Hwi Yung /Seal/
620-2, Shinsa-dong, Gangnam-gu, Seoul
Party B:
IAMBiz Co., Ltd.
Representative Director: Kim Yeong Gon /Seal/
170-13, Guro-dong, Guro-gu, Seoul
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