Exhibit 10.60
Translated from Japanese
CONTRACT ON ENTRUSTING SALES CONCERNING AU
CORPORATE CELLPHONE SERVICES
KDDI, Inc (hereinafter A) and Global Hot line, Inc (hereinafter B)
shall enter
into agreement (hereinafter the Agreement) on promoting
subscriptions of
telecommunication services and selling related products that are
entrusted to B
by A to corporate clients (hereinafter the Operations) as
follows:
(The Operations)
1. A entrusts B with the Operations provided in the separate
sheet.
2. A and B shall set the goals regarding the Operations. The
goals shall be
provided on the separate sheet except for the
case in which special
arrangement has been made to the Agreement and
other agreement in writing
between A and B.
(Definitions of terms)
1. This Agreement employs the following terms by each definition
set forth.
Terms
Meaning
--------------------------------------------------------------------------------
(1) Corporate au
communication
Telecommunication services based on A's
services
au communication services contract
offered by A (limited to what A
separately specifies).
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(2) Related Corporate
au
Telecommunication services related to
communication
services
(1) (including
corporate fixed lines
communication services).
--------------------------------------------------------------------------------
(3) Solution
services
Other non-telecommunication services
provided by A related to (1) and/or (2)
that A separately specifies.
--------------------------------------------------------------------------------
(4) Corporate au
communication
(1), (2) and (3)
services and others
--------------------------------------------------------------------------------
(5) Related
products
End apparatus, accessories, and
peripherals related to (4).
--------------------------------------------------------------------------------
(6) au
contract
au contract provided in A's au
communication services contract that
concerns with (1)
--------------------------------------------------------------------------------
(Personnel management)
3. B shall provide organization, placement, administration
system, education
and training to perform the Operations. A shall
not directly provide these
to B's employees.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS
INDICATED BY AN
"*".
1
<PAGE>
(Performance)
4. B shall carry out the Operations with due management care
following the
Agreement and A's instructions.
2. A may request B to improve its way of
performing the Operations if A
assumes there are any
problems with it. B shall respond to it as soon as
possible.
3. If B receives protests or complaints
from any third party or inflicts
damage to any third
party or causes a dispute between the third party in
performing the
Operations, B shall report it to A immediately and take
responsibility to
process and solve it at its cost.
4. B shall not damage or take actions to
possibly damage A's honor, credit
and the like.
5. B shall comply with any related laws
and instructions or guidance by
competent
regulators.
(Performers of the Operations)
5. B shall determine the employees to perform the Operations
(hereinafter the
Operators). Also, whenever A requests, B shall
notify A, considering the
intent of the request, the names of the
Operators and others in writing in
the format that A designates as soon as
possible.
2. B shall select a manager from among the
Operators in accordance with the
arrangement separately
provided through discussion with A and then
notify of the manager to
A in writing in the format that A designates.
This applies whenever a
manager is changed, however, provided that any
temporary employee, e.g.
a part timer cannot be appointed as manager.
3. B shall manage the Operators so that
they observe the duties provided in
the Agreement and take
the whole responsibility for the Operators
concerning performing
the Operations.
(Education and training)
6. B shall, in its responsibility and at its cost, provide
the Operators with
sufficient education and training to let them
perform the Operations
appropriately and smoothly.
2. A will cooperate B upon B's request in
the education and training based
on the provision above
if A recognizes as necessary.
3. The two provisions above shall be
applied to the education and training
to any sub-consignee
provided in Article 11.2 as well.
(Report)
7. B shall report the Operations progress in writing in the
form A separately
designates by the 5th business day in the
following month. Also A may
request B to report on the progress anytime. In
the event of the said
request, B shall immediately report it to A in
writing in the format that A
separately designates.
2. A may enter B's offices or other places
related to the Operations with
B's advance admission to
confirm and/or investigate the status of the
Operations and request
relevant documents and others to review, which B
shall cooperate
with.
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<PAGE>
(Responsibility based on Labor Laws)
8. B shall comply with the Labor Laws, related acts and
regulations concerning
the Operators and take the whole responsibility
as employer and business
proprietor as provided in these.
2. If an injury or any other accident
occurs to any of the Operators, B
shall process and solve
it in its responsibility and at its cost so that
no troubles should be
caused to A.
(Leases of apparatus and others)
9. A may rent B apparatus and/or equipment and others that A
designates
(hereinafter Apparatus and others) with or
without charges as A recognizes