Exhibit 4(w)
SERVICE AGREEMENT
PARTIES: ASE (U.S.) INC. ("ASE US")
(a California corporation)
ASE Test Inc. ("ASE Test")
(a Taiwan Corporation)
DATE: July 1, 2000
ASE Test Inc. ("ASE Test") hereby 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 ASE Test 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 ASE Test and Customers re price, delivery and other key
terms of the sales contract as ASE Test may from time to time specify in
writing, and;
(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 be necessary.
2. Compensation to ASE US
For services hereunder, ASE Test will monthly compensate ASE US as follows:
(a) 15% of ASE US's monthly incurred services associated cost and expenses
(excluding bonus) plus 10%.
(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.
3. Compensation from ASE US
ASE US agrees to pay a reasonable portion of ASE Test employee's traveling
expenses incurred in the United States or Europe, when the trip is deemed
necessary by ASE Test to assist ASE US in providing its services hereunder.
4. Term of Agreement
This Agreement is effective from July 1, 2000 and shall expire on June 30,
2001, unless earlier terminated by (i) mutual agreement or (ii) ASE Test 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 ASE Test 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 ASE Test, as agent or
otherwise, or to bind ASE Test 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 ASE Test 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 ASE Test trademark only as ASE Test 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 ASE Test, ASE US shall not assign or
transfer any of its rights or obligations hereunder to any other person.
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: ASE Test Inc.:
Address: Address:
0000 Xxxxxx Xxxx, Xxxxx 000, 10 West 5th St., Nantze EPZ,
Xxx Xxxx, XX 00000, XXX Kaohsiung, Taiwan, R.O.C.
Telefax No: 000-000-0000 Telefax No: 886-7-363-6663
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 ASE Test 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 Test Inc. ASE US
By /s/ Xxxxxxx Xx By /s/ X. X. Xxx
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Name: Xxxxxxx Xx Name: X. X. Xxx
Title: President Title: General Manager
