EXHIBIT 10.13
RAGNAROK
EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT
THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 20th day of May, 2002, by and between GRAVITY CORPORATION, a
corporation duly organised and existing under the laws of the Republic of Korea
("Korea") and having its offices at 6th Fl. Shingu Bldg., ▇▇▇-▇, ▇▇▇▇▇▇-▇▇▇▇,
▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇-▇▇▇, ▇▇▇▇▇ ("Licensor"), and SOFT-WORLD INTERNATIONAL
CORPORATION, a corporation duly organised and existing under the laws of Taiwan,
R.O.C. ("Taiwan") and having its offices at 13th Fl., ▇▇. ▇-▇▇, ▇▇▇-▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ("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 to enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute, market and sublicense
the"Game" in a certain territory hereinafter designated; and
WHEREAS, Licensor has the right to grant a license to use Technical Information
(or Industrial Property Rights) in connection with the Game and 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 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 "Chinese Version" shall mean the Game in traditional Chinese language.
1.2 "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
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 ▇▇▇▇,
trade dress and any other intellectual property right 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 the Game to the
End Users in the Territory.
1.8 "Service Company" ("A" Company) shall mean the company which will be
established by Licensee after the execution of this Agreement with no
less than 62.5% investment by Licensee and which will be in charge of
the sale, distribution, promotion and marketing of the Game to all
wholesalers and also providing an accurate figure of the Service-Sales
Amount being calculated in its Billing System. .
1.9 "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 of the Service Company, with the
deduction of the Wholesaler-Discounts granted under this Agreement.
1.10 "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.
1.11 "Territory" shall mean Taiwan R.O.C. and Hong Kong. The Territory can
be extended only upon the mutual agreement in writing by the Parties.
1.12 "Wholesaler-Discounts" shall mean the discount which will be offered by
the Service Company to all wholesalers who run sales market; provided,
however, that the if the payment by End Users is made by prepared 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, Wholesaler Discounts shall not
exceed fifteen percent (15%) of the amount of payment charged to End
Users.
2
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 the End Users and to use the
Technical Information for such purpose within the Territory. Upon the
establishment of the Service Company, Licensee may sublicense its
rights under this Agreement to the Service Company, provided, however,
that Licensee shall remain fully responsible to Licensor for all of
the activities and performances by the Service Company. The sublicense
agreement between Licensee and the Service Company shall be in
accordance with the terms and conditions of this Agreement and shall
also provide all necessary measures to protect Licensor as a third
party beneficiary under such sublicense agreement. Copies of all of
the agreements between Licensee and the Service Company in relation to
sale, distribution, promotion or marketing of the Game shall be
provided to Licensor promptly after the execution thereof.
2.2 The service, use, promotion, distribution and marketing of the Game
under this Agreement by Licensee shall be made only in the traditional
Chinese language using the Chinese 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 shall be strictly
prohibited.
2.3 The service of the Game by Licensee shall be made only through the
on-line method (excluding mobile access) using the Servers. With the
prior written approval of Licensor, Licensee may manufacture and
distribute the Game in CDs in the form of (i) independent CD products
with a price no higher than Thirty Nine (39) NTD or (ii) a free CD
bundled with game magazines. The detailed terms and conditions for
Licensee's manufacture and distribution of the Game in CDs, including
the terms of Licensee's payment to Licensor, shall be determined upon
the mutual agreement of the Parties. Without prior written approval
from Licensor, Licensee shall not manufacture, sell or distribute the
Game in any other form.
2.4 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 Chinese Version and providing technical assistance
necessary for Licensee to launch its commercial service of the Game in
the Territory no later than the end of July 2002.
3.2 Once Licensee receives the Chinese 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 [60] days after receipt
3
thereof. Licensee's failure to inform within the designated period
shall be regarded as acceptance by Licensee, and any revision and
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 shall be 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 by Licensor.
ARTICLE 4
TECHNICAL ASSISTANCE
4.1 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 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 and all the expenses incurred by such engineers 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.
4.2 During the term of this Agreement, Licensor shall receive Licensee's
personnel in its office in Korea for training with respect to
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.
4.3 Any further assistance may be rendered by Licensor upon mutual
agreement of the Parties.
4.4 Each Party shall be fully responsible 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) OVERSEAS CONSULTING CHARGE
Licensee shall pay to Licensor a sum of Two Hundred Fifty Thousand US
Dollars (US$ 250,000) ("Overseas Consulting Charge") within thirty (30)
days after the
4
execution of this Agreement. No part of the Overseas Consulting Charge
shall be refunded to or recouped by Licensee for any reason.
(b) ROYALTY
In addition to the Overseas Consulting Charge, as a consideration for
the license granted under this Agreement, 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 Dollars 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 Dollars under this
Agreement, the applicable foreign exchange rate shall be the basic
exchange rate published by the Taiwan Exchange Bank on the due date for
the relevant payment. Provided, however, that, in the event of any
delay in payment, the most favourable 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 right of
Licensor under this Agreement.
5.5 Any and all taxes including the sales tax, value added tax and income
tax on any payment to Licensor under this Agreement shall be borne by
Licensee, provided, however, if the government in the Territory
requires Licensee to withhold the income tax on the payment to
Licensor, Licensee is allowed to withhold as such tax up to [twenty
percent (20%)] of the any respective payment amount. In the event that
any amount is withheld for the tax payment under this provision,
Licensee shall promptly inform Licensor of such payment and provide
Licensor with a certification issued by the relevant tax office for
such payment within seven (7) days after the date of the relevant
royalty payment. Any withholding tax in excess of twenty percent (20%)
of the respective payment amount shall be borne by Licensee, and
Licensee shall not deduct such withheld amount from the actual payment
amount.
ARTICLE 6
REPORT & AUDIT
6.1 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 commercial service of the Game.
5
6.2 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 prices charged
by Licensee, sale revenue of the pertinent month, Service-Sales Amount
of the pertinent month, advertising activities and the expenses
therefor, complaints received from End Users and market trends in the
Territory.
6.3 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.
6.4 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 7
ADVERTISING
7.1 Licensee shall exert its best efforts to advertise, promote and perform
marketing activities on the Game in the Territory.
7.2 For the advertising of the Game in the Territory, Licensee agrees to
spend no less than [Five Hundred Thousand US Dollars (US$ 500,000)] for
the initial period of twelve months after the execution of this
Agreement and another [Five Hundred Thousand US Dollars (US$ 500,000)]
for the subsequent period of twelve months. Licensee shall provide
Licensor with detailed information on Licensee's advertising activities
every month in the Monthly Report as stipulated in Article 6.2. 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.
7.3 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 in the Territory, Licensee
shall provide Licensor with samples thereof and shall obtain Licensor's
prior 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.
6
7.4 All of the copyright on the marketing and advertising material produced
or used by Licensee on the Game ("Advertising Material") shall be
exclusively owned by Licensor, and Licensee shall not use any
Advertising Material in a manner outside the scope of this Agreement.
For the effectiveness of this provision, Licensee hereby assigns all of
its rights on such Advertising Material to Licensor.
ARTICLE 8
OTHER OBLIGATION OF LICENSEE
8.1 Licensee shall use its best efforts to supply, distribute and sell the
Game in the Territory.
8.2 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.
8.3 Licensee shall provide full and comprehensive technical support to the
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.
8.3 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.
8.4 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.
8.5 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
negotiation; and (c) provides any reasonable assistance requested by
Licensee in connection with such claim.
ARTICLE 9
INTELLECTUAL PROPERTY
9.1 All of the Intellectual Property on the Game and 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.
7
9.2 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.
9.3 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 9.2; 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 10
LIMITATION OF LIABILITY
10.1 EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTIONS 9.2 AND 9.3 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".
10.2 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.
10.3 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 11
CONFIDENTIALITY
11.1 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.
8
11.2 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 take reasonable and
lawful actions to avoid and/or minimize the degree of such
disclosure.
ARTICLE 12
TERM
12.1 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 from
the date of commencement of commercial service of Chinese Version in
the Territory.
12.2 Three (3) months prior to the expiration of the Agreement, Licensor
shall give Licensee the first right of negotiation for re-execution of
a license agreement for the Game for thirty (30) days. If no agreement
is made between the Parties for renewal or re-execution of a license
agreement during such term, Licensor may enter into a license agreement
with any third party.
ARTICLE 13
TERMINATION
13.1 This Agreement may be terminated upon the mutual agreement of the
Parties.
13.2 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)
9
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 debt as it becomes due, or the creditors of the other
Party have taken over its management.
13.3 Licensor may terminate this Agreement immediately if any payment due to
Licensor, including, but not limited to, the Over Seas Consulting
Charge and the monthly royalties payable hereunder, is not paid by
Licensee within ten (10) days after the due date for such payment.
13.4 Licensor may terminate this Agreement upon a written notice to
Licensee, if the Beta Service of the Game is not commenced in the
Territory by July 1, 2002, unless such failure to launch the Beta
Service of the Game is caused solely by Licensor.
13.5 Licensor may terminate this Agreement upon a written notice to
Licensee, if the commercial service of the Game is not commenced in the
Territory by September 1, 2002, provided, however, that in case the
commercial service of the Game in Korea is commenced after June 30,
2002, Licensor may terminate this Agreement upon a written notice to
Licensee if the commercial service of the Game is not commenced in the
Territory within sixty (60) days after the commencement of the
commercial service of the Game in Korea.
13.6 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.
13.7 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
Article 6, 9, 10, 11, 13.4 and 14 which shall survive the expiration or
termination of this Agreement.
ARTICLE 14
GENERAL PROVISIONS
14.1 Neither Party's rights, duties or responsibilities under this Agreement
may be assigned, delegated or otherwise transferred in any manner,
without the prior written consent of the other Party.
14.2 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.
10
14.3 If any 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:
If to Licensor.
Attention: ▇▇▇▇ Na (Hyunduck Na)
6th Fl. Shingu Bldg., ▇▇▇-▇, ▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇,
▇▇▇-▇▇▇, ▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
If to Licensee
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇
13th Fl., ▇▇. ▇-▇▇, ▇▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Fax: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇
14.4 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.
14.5 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.
14.6 This Agreement may be amended only upon the execution of a written
agreement between Licensor and Licensee which makes specific reference
to this Agreement.
14.7 This Agreement shall be governed by and construed in accordance with
the laws of Korea.
14.8 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
11
of competent jurisdiction. Any award rendered by the arbitrators shall
be final, and the Parties shall not have any right of appeal.
14.9 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first above-written.
GRAVITY CORPORATION
By: /s/ ▇▇▇▇▇ Gon Jung
-----------------------------
Name: Mr. ▇▇▇▇▇ Gon ▇▇▇▇
Title: CEO
SOFT-WORLD INTERNATIONAL CORPORATION
By: /s/ Chin-Po Wang
-----------------------------
Name: ▇▇. ▇▇▇▇-Po ▇▇▇▇
Title: President
12