1. The Plaintiff (Counterclaim Defendant) paid KRW 147,906,00 to the Defendant (Counterclaim Plaintiff) and its amount from November 1, 2018 to May 31, 2019.

A principal lawsuit and a counterclaim shall be deemed to be combined.

1. Basic facts

A. 1) The Plaintiff is a stock company with the purpose of software development, manufacture, production, distribution, and service business. The Plaintiff’s representative director C and intra-company directors, who are the United States of America, were D with the above C. 2) The Defendant is a stock company with the purpose of manufacturing, manufacturing, wholesale, retail, etc., and the Defendant’s intra-company director E.

B. (1) On March 2016, the Plaintiff and the Defendant began to consult on the development of the Internet shopping mall, which is being newly drafted. Around April 2016, the Plaintiff provided the Defendant with a proposal on the development of the said Internet shopping mall in the name of “F System Construction Project Proposal.” (2) On May 16, 2016, the Plaintiff entered into a development service agreement with the Defendant and the Plaintiff to develop and deliver the “F System” (hereinafter “instant development agreement”) to the Defendant by December 31, 2016 (hereinafter “instant development agreement”).

The main contents of the instant development agreement are as follows.

Article 3 Subject Matter and Scope of Services

1. In principle, the Plaintiff’s scope of work is limited to “a description of development” in Appendix 1 prepared by agreement between the Defendant and the Plaintiff.

② The Plaintiff shall develop and deliver a separate plan without additional expenses, if it is confirmed that the detailed plan is not included in the “detailed statement of development” in Appendix 1, but it conforms to the purpose of the shopping mall and that essential functions for the system operation are omitted ex post facto, taking into account the inevitable circumstances in which the contract is in progress.

(3) Essential function means a function that the Defendant has already been developed and used in the existing competitive shopping mall (purchase vertical shopping mall, multi-stage shopping mall, open market system, and G) and has already been equipped with all low-sale systems.

(4) The function as a whole shopping mall shall be planned, managed and operated.