Commission Agreement - Gardex International Ltd. and Advanced Semiconductor Engineering Inc.
COMMISSION AGREEMENT
PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(a British Virgin Islands Corporation)
ADVANCED SEMICONDUCTOR ENGINEERING, INC. ("ASE")
(a Taiwan Corporation)
DATE: December 28, 1997
AGREEMENT
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
authority:
(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
source.
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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
address.
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
BY: /s/ K.J. Chin
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GARDEX INTERNATIONAL LIMITED
BY: /s/ R. Nicholls
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