Sample Business Contracts

Agreement on The Exclusive License of Copyright Regarding Ragnarok Game Services - GRAVITY Co. Ltd. and Myoung-Jin Lee

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GRAVITY Co., Ltd. (hereinafter referred to as "GRAVITY") and Myoung-Jin Lee,
copyright holder of the Ragnarok cartoon (hereinafter referred to as "Lee"),
hereby enter into this Agreement on the exclusive license of the copyright
regarding the Ragnarok game services, and for good and valuable consideration,
agree as follows:

Article 1: Purpose

This Agreement specifies all terms and conditions necessary for stipulating the
rights and obligations of the parties hereto with regard to GRAVITY's game
services based on the Ragnarok cartoon authored by Lee.

Article 2: Definition

Terms herein are defined as follows:

1. "Game services copyrights" refer to the rights to use the Ragnarok cartoon's
logo, characters, illustrations, scenarios and others to develop, sell,
publicize, promote and advertise games, which shall be transferred to GRAVITY
from Lee under this Agreement.

2. "Titles" refers to any and all online games, package games operated on
personal computer, Internet cafe games, mobile machine games, consumer equipment
games, mobile games and board games, which will be developed by GRAVITY using
the Game services copyrights. However, to the extent that they are operated on
the same type of server, online games shall be regarded as a single title
irrespective of the type of clients.

Article 3: Rights to Works

1. Pursuant to this Agreement, GRAVITY shall hold the exclusive rights to
produce games based on the Ragnarok cartoon both within Korean and throughout
the world. Upon the execution of this Agreement, Lee shall register GRAVITY's
such rights in the copyrights registry relating to Lee's Ragnarok cartoon.

2. Lee warrants that, prior to the execution of this Agreement, he has not
transferred or disposed of, or granted the right to use and profit from, the
copyrights over the Ragnarok cartoon to any third party. If the foregoing
warranty by Lee is found to be untrue, this Agreement shall be made null and
void and Lee shall compensate GRAVITY for all damages.


3. After the execution of this Agreement, Lee shall not, without the prior
written consent of GRAVITY, transfer or dispose of, or grant the right to use
and profit from, the copyrights on Ragnarok cartoon to any third party.

4. In producing games based on Ragnarok, GRAVITY must enter into an additional
agreement per each Title, separately from this Agreement. To the extent that
GRAVITY intends to enter into such additional agreements, Lee may not refuse to
enter into such additional agreements.

5. GRAVITY may resell, or grant the right to use and profit from, the copyrights
to produce games based on Ragnarok to third parties with or without

6. GRAVITY shall not, without Lee's consent, produce ancillary items, other than
the games, using Ragnarok's logo, characters or illustrations. However, GRAVITY
may produce and distribute free promotional products and other ancillary items
for publicity and advertising purposes.

7. GRAVITY shall own any and all rights to the Ragnarok game, including the
copyrights (including the copyrights to computer programs), the use rights and
any other rights. Lee agrees that GRAVITY in its sole capacity may register the
copyrights, sell or use and profit from the Ragnarok game and that Lee will not
raise objections to such activities by GRAVITY.

8. Lee shall own copyrights to illustrations that he directly produces for the
purpose of publicizing the Ragnarok game, and GRAVITY shall hold rights to use
them free of charge.

9. GRAVITY shall guarantee Lee's copyrights and protect them to the best of
GRAVITY's power.

10. GRAVITY may register trademarks on behalf of Lee after written notice to Lee
whenever GRAVITY deems such registration is necessary in connection with
producing the Ragnarok game.

11. GRAVITY shall have the same rights to the Ragnarok cartoon that Lee authors
after the execution of this Agreement as set forth in the foregoing clauses.

Article 4: Term of the Game Services Copyrights; Territory


1. GRAVITY shall hold the game services copyrights regarding Ragnarok being
granted hereunder from the date of this Agreement until such time as permitted
by law. 2. GRAVITY shall hold the rights specified herein valid and effective
worldwide (including Korea).

Article 5: Rights to Production

GRAVITY shall have preferential rights in making decisions with respect to the
production of Ragnarok game services.

Article 6: Payment of Royalties

GRAVITY shall pay Lee royalties as follows:

1. Amount: KRW20,000,000 (Lee shall pay related taxes)

2. Payment method: In cash within 15 days from the date of this Agreement.

Article 7: Rights to Claim Authorship of the Work and Lee's Related Liabilities
1. In the production of games and publicity materials using Ragnarok, GRAVITY
shall clearly label or mark that Ragnarok is Lee's authored product, provided
that if it is difficult to label or mark due to the size of publicity materials,
both parties shall determine the appropriate labeling method by mutual

2. Lee, as the original author of Ragnarok, shall not do anything (including in
private life) that may hinder the successful commercialization and distribution
of the Ragnarok games.

Article 8: Confidentiality
In the course of the production of games based on Ragnarok, neither party may
not disclose to any third party tangible and/or intangible intermediate and
finished outputs without mutual consultation.

Article 9: Cooperation in Production
Lee shall provide GRAVITY with the following materials and make best efforts in
complying with GRAVITY's requests arising from the development of the Ragnarok

1. Collected materials for the establishment of Ragnarok characters.

2. Ragnarok storyboards.

3. Materials for the establishment of Ragnarok's background.

4. Other materials necessary for the exhibition, demonstration, promotion and
other works related to Ragnarok.

Article 10: Amendment and Modification


1. This Agreement may be amended or modified by mutual consent.

2. With respect to the foregoing clause, the succeeding agreement shall be
controlling over the preceding agreement to the extent there are conflicting

3. If one party requests to amend this Agreement, but the other
party does not respond to such a request, the agreement shall remain effective
in entirety, and the party who requests so shall not cancel and terminate this
Agreement on the pretext of such refusal.

Article 11: Termination

If either party breaches any provision of this Agreement, the other party may
unilaterally cancel or terminate this Agreement without separate notice.

Article 12: Disputes

If this Agreement is cancelled or terminated, the breaching party shall be
liable a follows:

1. If GRAVITY is in breach, GRAVITY shall forfeit its Game
service copyrights to the Ragnarok and may not request the refund of the
royalties paid to Lee.

2. If Lee is in breach, he shall return to GRAVITY all royalties paid to him by
GRAVITY in addition to an annual 16% interest calculated for the period from the
first such royalty payment of such copyright fees to the date of return, and
shall also permanently surrender to GRAVITY the Game service copyrights to the

Article 13: Interpretation

1. Matters not specified herein and disputes arising from the interpretation of
this Agreement shall be resolved through mutual consultation.

2. The initial hearing for disputes arising in connection with this Agreement
shall be held exclusively at the Seoul District Court.

As evidence of their voluntary entry into this Agreement and the meeting of
their minds with respect thereto, both parties shall execute two original copies
of this Agreement, and each party shall keep one copy hereof.

June 26, 2000


Joint Representative Director: Kim Hak-gyu (******-*******)


Joint Representative Director: Lee Sang-cheol (******-*******)


Room 1201, Hanlim Building, 146-7, Ssangrim-dong, Jung-gu, Seoul


Myoung-Jin Lee
1st floor, 182, Changcheon-dong, Seodaemun-gu, Seoul
Resident registration number: ******-*******