Work Order Note (COMICS)
This Work Order Note (hereinafter called “Work Order”) is made and entered into as of the 16th day of Sep, 2011, between Eric O’Neal, Sr., a citizen of the United States of America who is domiciled in the city of New Orleans, Parish of Orleans, State of Louisiana, and whose residence is located at 7400 New Castle Street, New Orleans, Louisiana 70126 (hereinafter called “Licensor”) and ZEROSUM, Ltd. the Japan Corporation, organized under the law of Japan, whose principal place of business is located at YMC KarasumaGojo Building 7F, 284 Daigo cho, Shimogyoku, Kyoto, Kyoto, 6008106, Japan (hereinafter called “ZS””), pursuant to the Content Distribution Agreement made entered into as of the 16th day of Sep, 2011 between the Parties (hereinafter called “Content Distribution Agreement”).
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DEFINITIONS AND INTERPRETATIONS Unless the context requires otherwise, the following words shall have the following meaning in this Work Order. 1) “Net Revenue” shall mean the price charged by Service Providers or ZS to each End User for access to the Licensed Content less taxes required to be deducted from such price in the applicable country or region and without any other deductions or exclusions. 2) “Territory” shall mean the country that specified in EXHIBIT B. 3) “Application Store” shall mean the online store for downloading the Licensed Content. 4) Any other capitalized terms not otherwise defined herein shall have the same meaning as ascribed in the Content Distribution Agreement unless the context requires otherwise.
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LICENSED CONTENT 1) The Licensed Content is specified in EXHIBIT B attached hereto. ZS may modify, revise, update, upgrade, put an addition on the Licensed Content, including remake for each mobile handset, and authorize on ZS’s own account in order for advertisement, sale and deliver of the Licensed Content throughout the Territory only pursuant to the prior written approval of 1/6 Confidential
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Licensor as set forth in the Content Distribution Agreement; provided however, that right to translate the Licensed Content shall be specified in EXHIBIT B. 2) ZS agrees that the price to be paid by the End User for the Licensed Content shall be no less than the price set forth in Exhibit B unless Licensor otherwise specifically approves in writing on a case by case basis. 3) ZS shall report to Licensor the delivering start date of the Licensed Content at least thirty (30) days prior to the delivering start date of the Licensed Content. 4) ZS may sell the Licensed Content to the following Application stores in the Territory during the term of this Work Order: PC, IPTV, mobile phone (including smart phone), iPhone, iPad and Android based tablet PC (but not be limited to) agreed by both Parties. Any additional Application stores mutually agreed upon by the Parties. 3
PAYMENT OF ROYALTY 1) In consideration of the rights and license of the Licensed Content granted to ZS by Licensor under the Content Distribution Agreement and this Work Order, ZS shall pay to Licensor the royalty described in EXHIBIT A (the “Royalty”). 2) ZS shall report the amount payable hereunder as a Royalty and make payment to the Licensor pursuant to an invoice within two months from receipt of payment from each Service Provider (or directly from End Users if applicable). All payments made by ZS shall be made without deduction or withholding of taxes unless required by applicable law, in which case ZS shall withhold the legally required amount from payment and remit such amount to the applicable taxing authority. ZS shall report the sales of the Licensed Content in a form set forth by ZS on a monthly basis. Licensor shall have the right to inspect, audit and copy ZS’ relevant books, records and files in order to determine the accuracy of the calculation and payment of Royalties hereunder. If Licensor discovers a discrepancy of more than 5%, then ZS agrees to promptly remit the difference along with reimbursement of Licensor’s cost of examination.
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INDICATION OF THE AUTHOR’S NAME
Licensor agrees hereby that ZS may, without in any way altering or diminishing 2/6 Confidential ZEROSUM, LTD.
any intellectual property associated with Licensor such as Licensor’s name or logo or other identifying trademarks, identify itself as the distributor of Licensed Content in the Territory during the Term. The method or manner of such representation shall be separately settled upon discussion or consultation between the Parties. 5
TERM
This Work Order shall remain in force and effect until the termination of the Content Distribution Agreement unless earlier terminated as provided in the Content Distribution Agreement. 6
CONTENT DISTRIBUTION AGREEMENT Content Distribution Agreement shall be applied to any matter not stipulated herein.
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AMENDMENT This Work Order may be amended, modified, altered or changed only by a written instrument dully executed by the authorized representatives of the Parties.
IN WITNESS WHEREOF, the parties have caused this Work Order to be signed and sealed by their duly authorized representatives and executed in duplicate as of the date first above written, and each party retaining one copy.
[Licensor] By: Name: Title: Date: ZEROSUM, Ltd. By: Name: Title: Date: 3/6 Confidential ZEROSUM, LTD.
EXHIBIT A ZS shall compute and pay the Royalty in accordance with the following rates: The Royalty shall be 25% of Net Revenues with respect to any Licensed Content accessed by an End User from an Application Store, including but not limited to Nokia Ovi, RIM App Store (BB) and RIM App Store (Playbook). The Royalty shall be 25% of Net Revenues with respect to any Licensed Content accessed in its original English language version by an End User via iPhone or Android. The Royalty shall be 20% of Net Revenues with respect to any Licensed Content localized by ZS for a language other than English that is accessed by an End User via iPhone, iPad or Android. The Royalty shall be 20% of Net Revenue with respect to all other Licensed Content accessed by an End User in the Territory.
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EXHIBIT B
Title
Territories
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Worldwide
2
Worldwide
3
Worldwide
4
Worldwide
5
Worldwide
6
Worldwide
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Translation right
EXHIBIT C
ZS shall specify the company below as the Local partner on the basis of the Work Order is entered into as of the 16th day of Sep, and may notify the Licensor of newly partner in the same way before start the service.
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Company Name ZEROSUM Wireless Solutions India Pvt, Ltd, Golden Dynamic Enterprises Widefos Co., Ltd Menue, inc.
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Territory India, Worldwide Malaysia Korea The United State, Japan