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Exhibit 10.11
COMMISSION AGREEMENT
PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(a British Virgin Islands Corporation)
ASE Electronics (M) Sdn Bhd ("ASEM")
(a Malaysia Corporation)
DATE: December 28, 1997
AGREEMENT
1. Services to be rendered. ASEM hereby retains GARDEX to provide the sales
services to ASEM 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 ASEM in writing with the following
authority:
(a). Identify customers for ASEM products and services;
(b). Within such limitations relating to price, delivery and other key terms
as ASEM may from time to time specify in writing, and subject to
acceptance by ASEM (by telex or otherwise) negotiate sales contracts as
ASEM's agent;
(c). Monitor contract performance by the customer, including acceptance of
delivery, payment, etc.
2. Compensation to GARDEX. For services hereunder, ASEM 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, 1% 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
0.5% 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 ASEM 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) ASEM on at least 30 days' prior written notice with or
without cause. Neither expiration nor termination of this Agreement shall
terminate the obligation of ASEM 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 ASEM over all other 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 ASEM'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 ASEM trademarks only as ASEM 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 Malaysia unless the parties agree in writing to
voluntary arbitration the Courts in the Malaysia 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.
ASE ELECTRONICS (M) SDN BHD.
BY: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
GARDEX INTERNATIONAL LIMITED.
BY: /s/ X. Xxxxxxxx
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