EX-4.13 OUSAMA DESK OUTSOURCING MASTER AGMT



 



EXHIBIT 4.13


[Translation]


OUSAMA-DESK outsourcing master agreement


CalltoWeb, Inc. (“the Company”) and Crayfish Co., Ltd. (“Crayfish”) (each a
“party” and collectively the “parties”) here by agree to close the contract
related to outsource of [OUSAMA-DESK] (“the service”) which is provided by
Crayfish.


Article 1 (Basic cause)


	1.	 	The meaning of the service points out below sentences within the company
provides the using name of and display of OUSAMA DESK services.



	 	1.	 	Server hosting service.



	 	2.	 	ASP service.



	 	3.	 	Leasing and selling PC applications.



	 	4.	 	Additional services related to the above points



	2.	 	The meaning of “customer” is an individual or company that uses the
Company’s service.



Article 2 (Outsourcing content)


	1.	 	The Company outsources to Crayfish the services below under this
agreement.



	 	1.	 	To provide server and network system necessary for providing
the service.



	 	2.	 	To provide server development, administration and management
necessary for providing the service.



	 	3.	 	To provide surrogate service of application necessary for
customer’s domain.



	 	4.	 	To provide technical support to the Company for maintaining,
technology and facilities of the domain.



	 	5.	 	To send services necessary for providing the service such as
creating Leaflets and service start manuals, and sending these
manuals to customers.



	 	6.	 	Matters related to creating home pages.



	 	7.	 	To operate the user-sites.



	 	8.	 	To Provide software for personal computers.



	 	9.	 	The Company shall sell the company’s own service to
Crayfish’s customers as an option.



	2.	 	The parties shall not take any actions that impair social trust when
providing the service and shall exert the greatest possible effort to
increase the confidence of the service through developing and
administrating the service.



	3.	 	Crayfish can outsource a part of this business to third parties with the
Company’s prior consent.



Article 3 (Brand)


Both parties shall decide adscription of the service brand, which except
already owning the parties’ existing brand, by discussing both parties.


Article 4 (Outsourcing business obligation)


	1.	 	Crayfish enriches the support especially development and management of
server for the Company, and shall always strive to satisfy its customers.
Also Crayfish shall make an effort to leave the facilities of server and
services untouched to increase customers and subscribers.



	2.	 	Crayfish shall cooperate to provide technical information and all other
possible information to assist Company to acquire new customers.



	3.	 	Crayfish shall provide to the Company information regarding customer
increases, forecasts and other information as soon as possible without
interference with the Company’s operation.



Article 5 (Controversy with customers)


	1.	 	When controversy occurs with customer about as a matter of fact or on
legal point of view, the Company responds to the primary controversy for
solving the causes of relevant customer’s controversy.





	2.	 	When the occurrence reason of relevant controversy is burden inflicted
under the Article 2 by Crayfish, the Company cooperates for solving the
relevant controversy by the request of Crayfish.





 







 




	3.	 	When the Company is affected damages (compensation to customer) by
controversy even under the conditions of the preceding paragraph, Crayfish
recompenses the cost of damages within one month of cost for outsource,
which amount is the maximum.



Article 6 (Covenant of utilization)


	1.	 	The convention of utilization for using the services by customer shall be
decided by the parties’ consultation, which is for rulemaking and
elimination.



	2.	 	The Company or Crayfish checks each other about the relation between the
service and customer under the Article 6-1.



Article 7 (Stopped outsourcing by Crayfish)


	1.	 	When customer corresponds to any of below sentences, the Company can
order the Article 2 to Crayfish over relevant customer about stopping
business provision. And Crayfish follows the indication.



	 	1.	 	When terminating the service.



	 	2.	 	When nonpaying service fee before due date.



	 	3.	 	When do not follow the covenant of utilization.



	 	4.	 	When standing liable for customer.



	2.	 	When the Company shall not indicate for the preceding paragraph to
Crayfish, Crayfish turns over customers who use the service.



	3.	 	When the Company indicates restarting provision of the service after
correcting the Article 7-1 of stopping provision the service, Crayfish
restarts the service for customers during a day when the indication is in
the morning, or during following day of the morning when the indication is
in the afternoon. However, when Crayfish has compelling reasons, which
situation is exception, that Crayfish needs to inform about the reason to
the Company in advance.



Article 8 (Outsourcing fee)


Fees related to Article 2 shall be set forth in a separate agreement at a
future date.


Article 9 (Duty to keep secret)


	1.	 	The Company or Crayfish shall not leak any of secret information (not
only customer information) to third parties not only during the contract
term but also after finished the contracted term within be used for
improper purposes. The Company or Crayfish assumes an obligation for their
staffers to comply with the Article 9, and accepts responsibility for
contravention of the Article 9 by their staffers.



	2.	 	Crayfish accepts that customer information (such as lists of subscriber)
is the business secret for the Company, and Crayfish concludes
confidentiality agreement with Crayfish’s staffers about Crayfish’s
staffers do not copy unnecessary information for their business or take
the information out from the company, and also Crayfish needs to care for
handling the information.



	3.	 	Crayfish shall understand that any of customer information (such as
affiliates’ lists) is necessary for the Company to do business. Crayfish
shall pay attention that Crayfish’s staff does not copy the customer
information.



Article 10 (Intellectual property right)


	1.	 	Intellectual property including copyrights, industrial property rights
and know-how that is created in connection with the service, excluding
those set forth in Article 3, shall be treated as follows:



	 	1.	 	When invention is invented by a party, the intellectual
property right belongs to a party who invents the invention. However
the other party may use the intellectual property right free of
charge to users as long as such use is in connection with this
contract.



	 	2.	 	If the invention is not subject to the above sentence, the
parties may discuss and determine how to use the intellectual
property right. However, the Company may use the intellectual
property right for free of charge in connection with providing
services to its customers in connection with this agreement,
throughout the term of this agreement, even if this intellectual
property right belongs to Crayfish.



Article 11 (Setoff)


The Company or Crayfish can do setoff the Company’s liability to Crayfish or
Crayfish’s liability to the Company at equivalent amount without a
reimbursement date.


Article 12 (Transfer of right and obligation)


 







 


The parties cannot transfer and outsource all or part of a right or obligation
arising under this agreement to third parties without written agreement, or
cannot supply collateral in connection hereto.


Article 13 (Restitution)


When the Company or third parties is harmed about performance of the service by
Crayfish’s fault, Crayfish shall accept restitution responsibility.


Article 14 (Change notice of address)


	1.	 	The parties inform to other party in writing when the parties correspond
any of following sentences.



	 	1.	 	When the parties are going to change address or location, and trade
name or representative director.



	 	2.	 	When corresponding to the Article 17-3 or contravening
possibilities.



	 	3.	 	When the parties are going to change telephone number, fax number,
prepared or prepared’s e-mail address.



	2.	 	When Crayfish may change the bank account, which is on the memorandum
agreement, Crayfish shall inform a change notice in writing to the Company
in advance.



	3.	 	When the parties default the change notice of address, writing document
sends to the previous address, location, business name and representative
person under the contract, which deem that a form arrives on the
ordinarily time.



Article 15 (Change the contract)


The Company or Crayfish can change Articles of the contract under the parties’
agreement.


Article 16 (Agreement conclusion cost)


The Company and Crayfish shall pay the necessary cost for agreement conclusion
such as stamp duty and so on evenly.


Article 17 (Cancellation)


	1.	 	The Company or Crayfish can cancel all or a part of the contract in
writing form in one month advance. Also, treatment of after finished
contract is decided by the parties’ discussion.



	2.	 	Payoff of debit and credits on the between the Company and Crayfish,
which involves the preceding sentence of cancellation, shall determine on
the parties’ other agreement.



	3	 	In the certain case, the parties corresponds into any of the following
events that when following sentences do not cancel even the period is
expired, the contact can be cancelled by noticing to the other party.



	 	1.	 	When one of the parties acts against any of respective
articles of the contract without any of legitimate reasons.



	 	2.	 	When one of the parties does not perform this service without
any of legitimate reasons.



	 	3.	 	When one of the parties erodes trust other party’s in honor
and confidence, or causes critical damages to other party, or there
is possibilities to contravene.



	 	4.	 	When one of the parties critical changes about capital,
confidence and payment ability.



	4.	 	In the preceding paragraph, independently of with or without
cancellation, aggrieved party can claim about damages to the other
parties, and the other parties have to assume it.



Article 18 (Expiration date)


Expiration term of the contract is until following year from the closing
contracted date. However, in the case of addressing bulking the renewal
contract by the parties before one month from the expiring date, the contract
extends to one year under the same condition and also the afterwards.


Article 19 (Agenda)


When undecided articles on the contract or questions on the understanding of
the contract arises, the parties solve it by sincere discussion.


Article 20 (Explanation of public agency)


When public agencies ask explanation and examination to the parties about the
service, the parties decide correspondence by the parties’ advance discussion.


 







 


Article 21 (Competent court)


Trouble, which is related to the contract, of the first trial of the exclusive
agreement jurisdictional court is Tokyo district court or Tokyo summary court
by amount of Class Action.


Article 22 (Governing law)


The laws of Japan adjust to items of the contract.


Article 23 (Survival regulation)


Article 5, 9, 11 to 13, 19, 21 and 22 effectively continue even after finished
the contract.


As a proof for close of contract, make two copies of this document, and the
parties keep this one copy of this document with name, seal and sign of each
party.


July 1st, 2003


The Company: Minamiikebukuro2-49-7 Toshima-ku Tokyo

CalltoWeb, Inc.

/s/ Etsuo Uehara sealed by stamp

Representative Director: Etsuo Uehara


Crayfish: Ikebukuro2-2-1 Toshima-ku Tokyo

Crayfish Co., Ltd.

/s/ Kazuhiko Muraki sealed by stamp

Representative Director: Kazuhiko Muraki