Sample Business Contracts

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

Sponsored Links

                               SERVICE AGREEMENT

         (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,

(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.

<PAGE>   2
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

          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.


<PAGE>   3
     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
    ---------------------              ------------------
    Name:  David Hsiang            Name:  Y.C. Hsu
    Title: Vice President          Title: General Manager