Contract example

Agreement of publishing [GAME]

Chapter 1 General Provisions

Article 1 (Purpose of Agreement)

    This Agreement shall aim to define terms and conditions including rights and duties under which [Company]. (hereinafter referred to as [Company]) and Clever Apps Pte Ltd (hereinafter referred to as Clever Apps) shall pursue this business, [Company] shall grant rights to publishing of its developed games to Clever Apps, and both parties shall share corresponding earnings.

Article 2 (Games as the Target of Agreement)

1. Target games of this Agreement shall be [Company] developed online game “[Game]” (hereinafter referred to as the game).

2. Both parties shall discuss and reflect requirements necessary for the success of the game in the future.

3. The name of the game may be determined and changed through mutual agreement according to necessary circumstances.

Article 3 (Definition of Terminologies)

1. Service herein refers to all forms of provision of the game such as its sale, transmission, and distribution.

2. Pay-based service herein refers to the service wherein fees are charged to users for the price of using the game.

3. Re-license herein refers to granting rights to a third party to enable him to provide the service again, based on Clever Apps publishing rights herein.

4. Platform sales refer to all sales and advertising revenue related to this game at the platform.

5. Running royalty refers to the price that Clever Apps pays to [Company] of the net sales generated by the game in accordance with Article 12 herein.

Chapter 2 Provision of Rights to Publishing

Article 4 (Details of Rights)

Clever Apps rights to the game shall include rights to launch the game.

Article 5 (Territory for and Scope of Rights)

Clever Apps shall have the rights specified under Article 4 to all countries around the world.

Article 6 (Enforcement)

This Agreement shall take effect on its conclusion date, and shall be enforced for five years from the signing of this agreement. Likewise, this Agreement shall automatically extend for another year after it ends unless both parties express their views otherwise; provided that in the case of automatic extension of this Agreement.

Chapter 3 Roles and Duties

Article 7 (Role and Duty of Clever Apps)

2. Clever Apps shall conduct publicity and marketing, and hold events to promote the services of the game.

3. Clever Apps may request the renewal and amendment of the game.

4. If necessary, Clever Apps may commission part or all of work specified in above Sections to third parties.

Article 8 (Role and Duty of [Company])

1. [Company] shall structure and manage servers and lines required for providing the services of the game.

2. As a copyright holder of the game, [Company] shall confirm the intellectual property rights of the game, and in case disputes arise due to reasons attributable to [Company] in this regard, [Company] shall resolve them using its own efforts and costs.

3. [Company] shall conduct the development of overall server programs and client programs of the game, the systems and stories of the game, illustrations, animations, sounds and others.

4. [Company] shall maintain and renew the game.

5. [Company] shall positively cooperate with Clever Apps to enable it to conduct work required for publicity, marketing, advertising and events to provide the services of the game.

6. Except force majeure reasons such as natural disasters, national emergency state, commotions, and wars, [Company] shall ensure a stable provision of the game during the period of this Agreement; provided that in case the service stoppage is inevitable due to regular checks and technical reasons, [Company] may stop the services for a certain period through its agreement with Clever Apps.

7. [Company] shall endeavor to provide design sources requested by Clever Apps (design artworks, and design manuals for illustrations) within the required period.

8. [Company] shall respond to users’ questions relating to the services of the game and operate this system.

Chapter 4 Services

Article 9 (Pay-based Service Regulations)

Clever Apps shall determine the settlement means and method for the pay-based services of the game, and also shall oversee the settlement procedure.

Article 10 (Mutual Provision of Information)

1. To ensure successful services and marketing of the game, Clever Apps may request that [Company] provide related data relating to the game, and [Company] shall immediately comply with such a request.

2. Clever Apps may have access to [Company] service details of the game.

3. Both parties shall immediately notify each other of a change in their address and contacts.

Chapter 5 Earnings Sharing

Article 11 (Earnings Sharing)

1. Total revenue is revenue from in-game sales and in-game advertising. Total expenses are the costs associated with the purchase of advertising for the game. The total profit of a game is the difference between total revenue and total expenses.

2. Total profit shall be shared at the ratio of 50% for Clever Apps and 50% for [Company.

Article 12 (Earnings Settlement Procedures)

1. Clever Apps shall send monthly settlement details by the 15th of the next month to [Company] to enable them to confirm them.

2. Clever Apps shall in principle settle the profit share to [Company] by the end of the next month. Or can make a payment upon request from the [Company.

Article 13 (Settlement Method)

    Clever Apps shall receive tax invoice from [Company] in accordance with settlement criteria under Article 11, and automatically transfer the requested amounts from its bank account to bank account designated by [Company, respectively, within 30 days of the receipt thereof.

Article 14 (Basic Settlement Data)

1. Either party shall not improperly amend or delete/add his respective service details.

2. Clever Apps shall tally results of the services of [Company] game by period, and provide them to allow [Company] to access them.

Chapter 6 General Matters

Article 15 (Confidentiality)

1. Either party shall not use data provided by the other party and any business information of the other party additionally acquired for purposes outside this Agreement, nor leak the same to third parties by means other than laws.

2. Obligations specified under Section 1 above shall be enforced for three years after this Agreement ends, and in case one party has violated this and caused damage to the other party, the defaulting party shall be held liable for such damages to the non-defaulting party.

Article 16 (Ban on Transfer)

Either party shall not transfer his rights and duties herein to third parties without the written agreement of the other party.

Article 17 (Cancellation and Termination of Agreement)

    Under the following circumstances, the non-defaulting party may terminate this Agreement:

1. In case either party has failed to fulfill his duties herein or has violated this Agreement, and has received a written notice from the other party to correct this, but has failed to do so within 7 days of the receipt thereof,

2. In case either party has faced bankruptcy or excessive debts, thereby leaving part or all of his properties to belong to third parties,

3. In case either party has faced consequential management circumstances such as commencement of reorganization, application for composition, mergers, and enforced execution proceedings, and thus the fulfillment of this Agreement is deemed to be difficult,

4. In case either party has delegated or transferred part or all of this Agreement to third parties without the agreement of the other party, and has used the same for security,

and

5. In case either party has delayed the fulfillment of his duties herein, thereby making it impossible to achieve the purpose of this Agreement.

Article 18 (Effects of Agreement Termination)

In case this Agreement has been canceled due to consequential reasons attributable to Clever Apps, [Company] shall not recollect the price already paid for its publishing of the game. Likewise, in case such a cancellation has occurred due to reasons attributable to [Company, [Company] shall compensate Clever Apps in cash for single the total amount paid through the accounting. The subsequent payment shall be determined by Clever Apps.

Article 19 (Liability for Damages)

The defaulting party shall compensate the non-defaulting party for damages sustained by the latter, and the effectivity of the termination of this Agreement specified under Article 17 shall not supersede or exempt such liability for damages.

Article 20 (Observance of Laws)

    Both parties shall observe the laws of related regions and countries where the services are offered. In case civil and criminal disputes have arisen because of violations of such laws, the party accountable for such disputes shall in principle resolve them. However, in case the non-defaulting party has to inevitably resolve such disputes, the defaulting party must shoulder the corresponding costs, which should naturally include compensation for efforts made by the non-defaulting party.

Article 21 (Amendment)

This Agreement may, if necessary, be amended or complemented in part or in its entirety through mutually signed agreement.

Article 22 (Others)

    Matters not specified herein shall follow general business customs and the laws of the Singapore, and matters requiring separate agreement shall be determined through mutual agreement with the related agreement attached thereto.

Article 23 (Competent Court)

    With respect to the resolution of disputes arising from this Agreement, a competent court shall be the first-trial court which has jurisdiction over the location of Clever Apps headquarters.

Article 24 (Execution)

    Both parties shall execute two original copies of this Agreement, and each party shall keep one copy thereof.