Service Agreement - ASE (U.S.) Inc. and ASE Electronics (M) Sdn. Bhd.
SERVICE AGREEMENT
PARTIES: ASE (U.S.) INC. ("ASE US")
(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
lower.
(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
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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
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.
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.
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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:
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
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.
ASE Electronics (M) Sdn. Bhd. ASE US
By /s/ Kanapathi A/L Kuppusamy By /s/ Y.C. Hsu
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Name: Kanapathi A/L Kuppusamy Name: Y.C. Hsu
Title: President Title: Director