Services Agreement - Yahoo! Korea Corp. and SOFTBANK Korea Corp.
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.
RECITALS
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.
AGREEMENT
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
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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
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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
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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 the
SOFTBANK Korea Subsidiaries cooperate with the Company and (iii) use its
commercially reasonable efforts to have the SOFTBANK Korea Affiliates
cooperate with the Company in connection with other promotional activities in
the Territory as may be appropriate including, for example, joint
participation in marketing and promotional events such as trade shows,
seminars and roundtable discussions.
3. ADVERTISING SALES SERVICES.
3.1 ADVERTISING SALES SERVICES. During the term of this Agreement,
SOFTBANK Korea shall use its best efforts to assist the Company in
establishing channels for selling advertising sponsorship, linking and
similar promotional rights (collectively, "ADVERTISING RIGHTS") on Yahoo!
Korea to advertisers targeting the Territory (the "ADVERTISERS").
Notwithstanding the foregoing, the Company shall have the right to sell or
otherwise provide, on its own behalf, Advertising Rights on Yahoo! Korea. In
addition, the Board of Directors of the Company may, in its sole discretion,
permit Yahoo and SOFTBANK Korea to sell advertising space on Yahoo! Korea,
subject to appropriate restrictions and limitations to be mutually agreed to
by the parties. The Board of Directors of the Company shall have the right
to engage third party sales representatives to sell Advertising Rights on
Yahoo! Korea.
3.2 ADVERTISING SALES GUIDELINES. The parties hereby acknowledge that
the Company may, from time to time and in its sole discretion, (a) set such
standards and adopt such policies and guidelines with regard to the
acceptance of advertisements and advertising clients on Yahoo! Korea and (b)
determine the pricing applicable to the sale of Advertising Rights on Yahoo!
Korea. Any sale of Advertising Rights shall be subject to such Company
standards, policies, guidelines, price rates and procedures for
advertisements and Advertising Rights as shall be in effect at the time of
the proposed sale and the Company may reject any proposed advertisement or
advertising client that the Company, in its sole discretion, determines does
not meet the Company's standards, policies and/or guidelines. Further, any
sale of Advertising Rights shall be subject to the proposed advertising
client's agreement to be bound by the Company's standard advertising sales
agreement as is then in effect.
3.3 COVENANT OF SOFTBANK KOREA. SOFTBANK Korea shall not quote prices or
make any other representations regarding Advertising Rights on Yahoo! Korea
or www.yahoo.com other than as expressly authorized by the Company.
4. MANAGEMENT SUPPORT
SOFTBANK Korea covenants to ensure that its officers and directors will,
as requested by the Company's Board, provide reasonable support and
assistance to the Company in
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facilitating discussions between the Company and third party strategic
partners and other service providers located in Korea.
5. CONTENT LICENSES
Upon the Company's request, SOFTBANK Korea will use its best efforts to
facilitate, with respect to the SOFTBANK Korea Subsidiaries, and use its
commercially reasonable efforts to facilitate, with respect to the SOFTBANK
Korea Affiliates, providing license to the Company of any content owned by (or
licensed, with the right to sublicense, to) the SOFTBANK Korea Subsidiaries or
the SOFTBANK Korea Affiliates pursuant to an agreement that provides that (a)
the Company will have the right to use, modify, reproduce, publicly display,
publicly perform, distribute and transmit such content on terms no less
favorable than those offered to its most favored licensees and (b) the
license(s) granted thereunder will survive any termination of this Agreement.
The parties further agree to ensure that any such third party content licensed
to the Company may be complemented by content created by the Company (the
"COMPLEMENTARY CONTENT"). The Company shall maintain ownership and all
intellectual property rights to the Complementary Content.
6. TERM AND TERMINATION.
6.1 TERM. Unless earlier terminated as provided herein, this Agreement
shall be effective during the period (the "TERM") from the Effective Date of
this Agreement until the sooner of: (a) the date on which this Agreement is
terminated under Sections 6.2, 6.3 or 6.4 hereto; or (c) the date of
termination of the Joint Venture Agreement. Upon termination, all rights and
obligations of each party hereto shall cease as of the date of termination
and any amounts owed hereunder shall be paid in full; PROVIDED, HOWEVER, that
rights and obligations set forth in Sections 7, 8, 9, 10 and 11 shall survive
the termination of this Agreement. Notwithstanding the foregoing, the rights
and obligations set forth in Section 1 shall expire on the first anniversary
of the Effective Date, subject to earlier termination pursuant to this
Section 6, provided that, no later than ten (10) months following the
Effective Date, the parties will enter into good faith negotiations to renew
the rights and obligations set forth in Section 1 and subsequently, but not
later than the first anniversary of the Effective Date, execute a written
addendum to this Agreement specifying the new expiration date for Section 1
and such other terms and conditions as the parties may agree and, provided
further that, the parties shall remain liable for any liabilities arising
from any breach of the Agreement prior to any such termination.
6.2 SOFTBANK KOREA'S RIGHT TO TERMINATE FOR BREACH. In the event that
the Company shall commit any material breach under this Agreement and such
breach is not cured within thirty (30) days following receipt of written
notice thereof from SOFTBANK Korea, SOFTBANK Korea shall have the right (but
not the obligation), in addition to all other legal and equitable remedies
that may be available to it, to terminate this Agreement.
6.3 COMPANY'S RIGHT TO TERMINATE FOR BREACH. In the event that SOFTBANK
Korea or an SOFTBANK Korea Affiliate shall commit any material breach under
this Agreement and
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such breach is not cured within thirty (30) days following receipt of written
notice thereof from the Company, the Company shall have the right (but not
the obligation), in addition to all other legal and equitable remedies that
may be available to it, to terminate this Agreement.
7. DIRECTION AND CONTROL OF SOFTBANK KOREA'S PERSONNEL; INDEMNIFICATION.
SOFTBANK Korea shall have the right to direct and control its personnel
and/or any third parties providing the Services hereunder and to determine
the conditions of employment for all such personnel providing the Services,
including without limitation, their working hours, employment and vacation
policies, benefits, seniority, promotions and assignments. SOFTBANK Korea
shall also have the exclusive right to hire and fire its personnel.
Notwithstanding the foregoing, SOFTBANK Korea shall (a) consider, in good
faith, the Company's suggestions with regard to SOFTBANK Korea's staffing as
it relates to the provision of the Services and (b) upon the Company's
reasonable request, prohibit an employee from performing Services if the
Company has received one or more complaints from a third party regarding such
employee's provision of Services. SOFTBANK Korea will be solely responsible
for compensation of its personnel and for all withholding taxes, unemployment
insurance, workmen's compensation, and any other insurance and fringe
benefits with respect to such personnel. SOFTBANK Korea shall be solely
responsible for severance or amounts payable upon the termination of
employment of such personnel or any dispute or claim concerning that
termination, and SOFTBANK Korea shall indemnify, defend and hold the Company
and its officers, directors, agents and securityholders harmless from and
against any and all losses, expenses, damages, or claims incurred by or
brought against them by SOFTBANK Korea personnel relating to such
termination, dispute or claims. In addition, SOFTBANK Korea nor any of their
employees, directors or officers shall make any representations regarding the
Company, Yahoo! Korea or Yahoo to Advertisers or other individuals except as
expressly set forth in this Agreement or as approved in writing by the
Company and SOFTBANK Korea shall indemnify, defend and hold the Company and
its officers, directors, agents and securityholders harmless from and against
any and all losses, expenses, damages, or claims incurred by or brought
against them as a result of such unauthorized representations.
8. CONFIDENTIALITY.
8.1 The parties recognize that, in connection with the performance of
this Agreement, each of them may disclose to the others its Confidential
Information (as defined below). The party receiving any Confidential
Information agrees to maintain the confidential status of such Confidential
Information and not to use any such Confidential Information for any purpose
other than the purpose for which it was originally disclosed to the receiving
party, and not to disclose any of such Confidential Information to any third
party. No party shall disclose the others' Confidential Information to its
employees and agents except on a "need-to-know" basis.
8.2 The parties acknowledge and agree that each may disclose
Confidential Information: (a) as required by law or the rules of the
National Association of Securities Dealers, Inc. or any applicable securities
exchange; (b) to their respective directors, officers, employees,
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attorneys, accountants and other advisors, who are under an obligation of
confidentiality, on a "need-to-know" basis; (c) to investors or joint venture
partners, who are under an obligation of confidentiality, on a "need-to-know"
basis; or (d) in connection with disputes or litigation between the parties
involving such Confidential Information and each party shall endeavor to
limit disclosure to that purpose and to ensure maximum application of all
appropriate judicial safeguards (such as placing documents under seal). In
the event a party is required to disclose Confidential Information as
required by law, such party will, to the extent practicable, in advance of
such disclosure, provide the disclosing party with prompt notice of such
requirement. Such party also agrees, to the extent legally permissible, to
provide the disclosing party, in advance of any such disclosure, with copies
of any information or documents such party intends to disclose (and, if
applicable, the text of the disclosure language itself) and to cooperate with
the disclosing party to the extent the disclosing party may seek to limit
such disclosure.
8.3 "CONFIDENTIAL INFORMATION" shall mean any information disclosed in
the course of this Agreement, which is identified as or should be reasonably
understood to be confidential or proprietary to the disclosing party,
including, but not limited to, know-how, trade secrets, log data, technical
processes and formulas, source codes, product designs, sales, cost and other
unpublished financial information, product and business plans, projections,
pricing, advertising and marketing data. "Confidential Information" shall
not include information which: (a) is known by the recipient on, or becomes
known to the recipient following, the Effective Date directly or indirectly
from a third party source other than one having an obligation of
confidentiality to the disclosing party; (b) hereafter becomes known
(independently of disclosure by the disclosing party) to the recipient
directly or indirectly from a source other than one having an obligation of
confidentiality to the disclosing party; (c) becomes publicly known or
available or otherwise ceases to be secret or confidential, except through a
breach of this Agreement by the recipient; or (d) is or was independently
developed by the recipient without use of or reference to the disclosing
party's Confidential Information, as shown by evidence in the recipient's
possession.
9. NOTICES.
Except as otherwise provided herein, any notice or other communication
to be given hereunder shall be in writing and shall be (as elected by the
party giving such notice): (a) personally delivered; (b) transmitted by
postage prepaid registered or certified airmail, return receipt requested;
(c) transmitted by electronic mail via the Internet with receipt being
acknowledged by the recipient by return electronic mail (with a copy of such
transmission concurrently transmitted by postage prepaid registered or
certified airmail, return receipt requested); (d) transmitted by facsimile
(with a copy of such transmission by postage prepaid registered or certified
airmail, return receipt requested); or (e) deposited prepaid with a
nationally recognized overnight courier service. Unless otherwise provided
herein, all notices shall be deemed to have been duly given on: (x) the date
of receipt (or if delivery is refused, the date of such refusal) if delivered
personally, by electronic mail, facsimile or by courier; or (y) three (3)
days after the date of posting if transmitted by mail. Notice hereunder
shall be directed to a party
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at the address for such party as set forth on Schedule A or in the first
paragraph of this Agreement. Any party may change its address for notice
purposes hereof on not less than three (3) days prior notice to the other
party pursuant to this Section 9
10. NON-COMPETITION.
During the term of the Joint Venture Agreement and for a period of
XXXXXXXXXXXX thereafter, neither SOFTBANK Korea nor any subsidiaries of
SOFTBANK Korea that may come into existence after the date of this Agreement
shall engage or otherwise participate, directly, indirectly, by license,
joint venture, security ownership or otherwise, in a business or service that
offers, in the Territory, any significant portion of the content or services
offered, or proposed to be offered, by the Company during the term of the
Joint Venture Agreement (a "COMPETITIVE SERVICE"). Competitive Services
shall include, without limitation, the services owned, operated, or offered
by the companies listed in SCHEDULE C attached hereto, and any other third
party online navigational service or information aggregator that provides a
comprehensive hierarchical directory or text-based index of worldwide web
sites. SCHEDULE C may be updated on a quarterly basis by Yahoo, subject to
SOFTBANK Korea's approval which may not be unreasonably withheld.
11. MISCELLANEOUS.
11.1 COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had all signed the
same document. All counterparts shall be construed together and shall
constitute one agreement.
11.2 NO ASSIGNMENT. Neither party shall transfer or assign any rights
or delegate any obligations hereunder, in whole or in part, whether
voluntarily or by operation of law, without the prior written consent of the
other party. Any purported transfer, assignment or delegation by either
party without the appropriate prior written approval shall be null and void
and of no force or effect. Notwithstanding the foregoing, each party shall
have the right to assign this Agreement to any successor of such party by way
of merger or consolidation or the acquisition of all or substantially all of
the business and assets of the assigning party relating to the Agreement.
11.3 HEADINGS. Sections, titles or captions in no way define, limit,
extend or describe the scope of this Agreement nor the intent of any of its
provisions.
11.4 SEVERABILITY. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
11.5 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof, and supersedes all
prior and/or contemporaneous agreements or understandings, written or oral,
between the parties with respect to the subject matter hereof.
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11.6 GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of Korea, and not under the Convention for the International
Sale of Goods.
11.7 AMENDMENT. This Agreement may not be amended or modified by the
parties in any manner, except by an instrument in writing signed on behalf of
each of the parties to which such amendment or modification applies by a duly
authorized officer or representative.
11.8 WAIVER. Any of the provisions of this Agreement may be waived by
the party entitled to the benefit thereof. Neither party shall be deemed, by
any act or omission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by the waiving party, and then
only to the extent specifically set forth in such writing. A waiver with
reference to one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy as to a subsequent event.
11.9 RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement
brings an action against the other party to enforce its rights under this
Agreement, the prevailing party shall be entitled to recover its costs and
expenses, including, without limitation, attorneys' fees and costs incurred
in connection with such action, including any appeal of such action.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives as
of the Effective Date.
YAHOO! KOREA CORPORATION YAHOO! INC.
By: /s/ JIN YOUM By: /s/ HEATHER KILLEN
-------------------------- --------------------------
Name: Jin Youm Name: Heather Killen
Title: President Title: Vice President
SOFTBANK KOREA CORPORATION
By: /s/ HONG SUNG LEE
--------------------------
Name: Hong-Sun Lee
Title: President and
Chief Executive Officer
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SCHEDULE A
List of Softbank Korea Subsidiaries
NONE
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SCHEDULE B
List of Softbank Korea Affiliate
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SCHEDULE C
XXXXXXXXX
XXXXXXXXXXX
XXXXXXXX
XXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXX XXXXXXXX XXXXXX XXXXXX
XXXXX XXXXXX
XXXXXXXXX
XXXXXXXXX
XXXXXXXX
XXX-XXXX
XXXXX
XXXXX
XXXXXXXXXXXX
XXXXXXX
XXXXXX
XXXX XXXXX XXXXX
XXXXXX (XXXXXXXXX XXXXXXXXXX, XXXXXXXX)
XXXXXX (XXX)
XXXXXX (XXXXXXX, XXXXXXXX)
XXXXXXXX
XXXXXXX
XXXXX
XXXX XXXX
XXXXXX.XXX (XXXX)
XXXXXX XXXXX
XXXXXXXXX
XXXXXXXX
XXXXXXXXXXX.XXX
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