Sample Business Contracts

Commission Agreement - Gardex International Ltd. and Advanced Semiconductor Engineering Inc.

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                              COMMISSION AGREEMENT

         (a British Virgin Islands Corporation)

         (a Taiwan Corporation)

DATE:    December 28, 1997


1.   Services to be rendered. ASE herby retains GARDEX to provide the sales
     services to ASE as a Sales Agency with the following terms.

     To be non-exclusive world-wide sales agent for all present and future
     products and services to be specified by ASE in writing with the following

     (a). Identify customers for ASE products and services;

     (b). Within such limitations relating to price, delivery and other key
          terms as ASE may from time to time specify in writing, and subject to
          acceptance by ASE (by telex or otherwise) negotiate sales contracts as
          ASE's agent;

     (c). Monitor contract performance by the customer, including acceptance of
          delivery, payment, etc.

2.   Compensation to GARDEX. For services hereunder, ASE shall monthly
     compensation to GARDEX in respect of net export sales (outside of Taiwan),
     pay as follows:

     (a). For monthly export sales amount of less than US$ 3.0 million, 3% of
          the sales amount.

     (b). For monthly export sales amount of more than US$ 3.0 million, the
          compensation is the total of the amount calculated per (a) above plus
          2.5% of the sales amount over US$ 3.0 million.

     The above scheme of compensation payment is applicable from Jan. 1998 to
     Dec. 1999. Compensation payment thereafter is subject to further
     negotiation on a yearly basis between ASE and GARDEX.

     All payments to GARDEX shall be in US dollars.

     Currency conversions, where necessary, shall be based on prevailing
     free-market rates of the time the payment is earned (not at the time of
     payment) as quoted in the Wall Street Journal or other authoritative

<PAGE>   2
3.   Term of Agreement. This agreement is effective from January 1, 1998 and
     shall expire on December 31, 1999 unless earlier terminated by (i) mutual
     agreement, or (ii) ASE on at least 30 days' prior written notice with or
     without cause. Neither expiration nor termination of this Agreement shall
     terminate the obligation of ASE to pay GARDEX for services rendered with
     respect to sales following such date that result from orders received prior
     to such date.

4.   Representative and Covenants.

     (a). GARDEX agree to use its best efforts to perform its obligations
          hereunder and to give priority to ASE over all customers of GARDEX in
          terms of management time, and efforts. GARDEX will not enter into any
          management consulting, sales, agency or similar relationship, nor
          engage in activities, that would result in a conflict with GARDEX's
          duties under this Agreement.

     (b). Each party will provide to the other on a regular basis such
          documentation as may reasonably be required to enable the other party
          to be assured of compliance with this Agreement, and shall permit the
          other party to inspect its books of account and other records at such
          a reasonable time as the other party may request.

     (c). All confidential information received or learned by GARDEX relating to
          ASE's business and products shall be kept in confidence by GARDEX and
          neither used by GARDEX nor disclosed to any other person for any
          purpose outside this Agreement.

     (d). GARDEX shall make use of ASE trademarks only as ASE may authorize from
          time to time, and GARDEX disclaims forever any proprietary rights to
          or interest in such trademarks.

5.   Governing Law and Jurisdiction. This Agreement shall be governed and
     construed under the laws of Republic of China unless the parties agree in
     writing to voluntary arbitration the Courts in the Republic of China shall
     have exclusive jurisdiction to hear and decide any case or controversy
     arising out of this Agreement.

     Each party consents to in personam jurisdiction over it by such courts and
     to service of process by registered mail sent to its principal business

                                        ADVANCED SEMICONDUCTOR ENGINEERING, INC.

                                        BY:  /s/ K.J. Chin

                                        GARDEX INTERNATIONAL LIMITED

                                        BY:  /s/ R. Nicholls