Sample Business Contracts

Service Agreement - ASE (U.S.) Inc. and ASE Electronics (M) Sdn. Bhd.

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                               SERVICE AGREEMENT

          (a California corporation)

          ASE Electronics (M) Sdn. Bhd. ("ASEM")
          (a Malaysia corporation)

Date: August 1, 2003

ASEM hereby retains ASEUS to be its Service Agent to provide after sales
service and sales support ("Services") to its Europe and North America
customers ("Customers") for present and future products and services as
specified by ASEM as follows

1.   Service to rendered

     (a)  To facilitate market information collection, Customer and business
          identification, and Customer inquiry dissemination, and;

     (b)  To liaise with ASEM and Customers regarding price, delivery and other
          key terms of the sales contract as ASEM may from time to time specify
          in writing, and;

     (c)  To monitor sales contract performance by the Customers, including
          acceptance of delivery, payment, etc., and;

     (d)  To provide after sales services including problem solving, capacity
          planning coordination and other items as may be necessary.

2.   Compensation to ASE US

     For services hereunder, ASEM will monthly compensate ASE US as follows:

     (a)  8.5% of ASE US's monthly incurred services associated cost and
          expenses (excluding bonus) plus 5%, or USD 160,650, whichever is

     (b)  Upon payment request, ASE US is to submit monthly expense report
          certified by it's Financial Manager for accuracy, and;

     (c)  The compensation agreement is valid for one year and is subject to
          quarterly revision accepted by both parties.

     (d)  Compensation hereunder shall be net of any and all taxes required to
          be paid under applicable law.

3.   Compensation from ASE US

     ASE US agrees to pay a reasonable portion of ASEM employee's traveling


     expenses incurred in the United States or Europe, when the trip is deemed
     necessary by ASEM to assist ASE US in providing its services hereunder.

4.   Term of Agreement

     This Agreement is effective from August 1, 2003 and shall expire on July
     31, 2004, unless earlier terminated by (i) mutual agreement or (ii) ASEM
     on at least 30 days' prior written notice with or without causes.

5.   Representations and Covenants

     (a)  ASE US agrees to perform its obligations hereunder to the extent
          permissible by law and the sales contracts between ASEM and the

     ASE US will not enter into any contract or agreement, nor engage in any
     activities, that would result in a conflict with ASE US's duties under
     this Agreement.

     With the terms of this agreement, ASE US shall not have the authority to
     make any commitments whatsoever on behalf of ASEM, as agent or otherwise,
     or to bind ASEM in any respect.

     (b)  Each party will provide to the other on a regular basis such
          information as may be required to enable the other party to be
          assured of compliance with this Agreement.

     (c)  Unless required by laws, all confidential information received or
          learned by ASE US relating to ASEM or its business and products shall
          be kept in confidence by ASE US and neither used by ASE US nor
          disclosed to others for any purpose inconsistent with this Agreement.
          ASE US shall use ASEM trademark only, as ASEM may authorize from time
          to time, and ASE US shall not claim any proprietary right to or
          interest in such trademarks.

6.   Miscellaneous

     This Agreement shall be governed by the laws of Republic of China ("ROC").
     In case of any disputes arising from or in connection with this Agreement,
     the parties hereto consent to submit to the non-exclusive jurisdiction of
     the Taipei District Court.

     Without the prior written consent of ASEM, ASE US shall not assign or
     transfer any of its rights or obligations hereunder to any other person.


     This Agreement can be amended or modified only in writing signed by the
     parties hereto. Any communication or notice made hereunder shall be in
     writing and sent by way of (i) hand delivery, (ii) postage prepaid
     registered air mail, or (iii) facsimile to the address as follows:

     ASE US:                                    ASEM:
     Address:                                   Address:
     3590 Peterson Way,                         Phase 4, Bayan Lepas Free Trade
     Santa Clara, CA 95054, USA                 Zone, 11900 Penang, Malaysia

     Telefax No: 408-432-0440                   Telefax No: 60-4-644-8411

The notice or communication shall become effective (i) upon delivery if sent by
hand delivery, (ii) upon the dispatch if sent by facsimile and confirmed by
writing and (iii) upon the fifth days later than the post date if sent by air

This Agreement shall in no event be construed to establish a sales agency
relationship between ASEM and ASE US.

IN WITNESS WHEREOF, the parties hereto hereby have duly executed and delivered
this Agreement as of the date and year first written above.

ASE Electronics (M) Sdn. Bhd.                   ASE US

By /s/ Kanapathi A/L Kuppusamy                  By /s/ Y.C. Hsu
   --------------------------------                -------------------------
Name: Kanapathi A/L Kuppusamy                   Name: Y.C. Hsu
Title: President                                Title: Director