Service Agreement - ASE (U.S.) Inc. and ASE Electronics Sdn Bhd (Malaysia)
SERVICE AGREEMENT
PARTIES: ASE (U.S.) INC. ("ASE US")
(a California corporation)
ASE Electronics Sdn Bhd (Malaysia) ("ASEM")
(a Malaysia Corporation)
DATE: December 22, 1997
ASE Electronics ("ASEM") herby retains ASE US 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 be rendered
(a) To facilitate market information collection, Customer and business
identification, and Customer inquiry dissemination, and;
(b) To liaise with ASEM and Customers re 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, payments, etc., and;
(d) To provide after sales services including problem solving, capacity
planning coordination and other items as may necessary.
2. Compensation to ASE US
For services hereunder, ASEM will monthly compensate ASE US as follows:
(a) 30% of ASE US's monthly incurred services associated cost and
expenses (excluding Compensation from ASE US as specified in item 3)
plus 15%. In any event, the total monthly compensation amount should
not be lower than USD125,000 or be higher than USD200,000.
(b) Upon payment request, ASE US is to submit detailed monthly expense
report certified by its Financial Manager for accuracy, and;
(c) The compensation agreement is valid for one year and is subject to
annual revision accepted by both parties.
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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 January 1, 1998 and shall expire on
December 31, 1998, unless earlier terminated by (i) mutual agreement or
(ii) ASEM on at lest 30 days' prior written notice with or without causes.
5. Representations and Covenants
(a) ASE US agrees to perform its obligations hereunder the extent
permissible by the law and the sales contracts between ASEM and the
Customers.
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.
(d) 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 the 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.
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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:
2880 Zanker Road, Suite 106, Phase 4, Bayan Lepas Free Trade Zone
San Jose, CA 95134, USA 11900 Penang, Malaysia
Telefax No.: 408-432-0440 Telefax No.: 604-6448422
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 date five days later than the post
date if sent by air mail.
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.
ASEM ASE US
By /s/ David Hsiang By /s/ Y.C. Hsu
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Name: David Hsiang Name: Y.C. Hsu
Title: Vice President Title: General Manager
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