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EXHIBIT 10.36
January 30, 1998, as amended December 30, 1998
PERSONAL AND CONFIDENTIAL
Mr. T. Maeizumi
Managing Director
Euro quality Assurance Ltd.
x/x Xxxxxx Xxxxxx Xxx.
Xxxxxx Xxxxx, Xxxxxx Road
Xxxxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx
XX00 0XX
RE: ACQUISITION OF CERTAIN OF THE ASSETS OF EURO QUALITY ASSURANCE
LTD. AND COVENANTS NOT TO COMPETE/CONFIDENTIALITY.
Dear Mr. Maeizumi:
This letter will constitute our agreement of the purchase by Universal
Electronics B.V., a corporation formed under the laws of The Netherlands
("Purchaser"), from Euro quality Assurance, Ltd., a corporation formed under the
laws of Hong Kong ("Seller"), of certain of Seller's assets and the purchase
from you ("Maeizumi") and Seller of certain covenants not to
compete/confidentiality, all upon the following terms and conditions:
1. SALE OF ASSETS. Subject to the terms and conditions of this
Agreement, each of Seller and Maeizumi shall, upon the Closing referred to
below, sell, transfer, assign, convey and deliver to Purchaser, and Purchaser
agrees to purchase from Seller and take possession of all good and marketable
title, including without limitation all of Seller's right, title, and interest,
free and clear from all liens and encumbrances of whatever kind and nature, in
and to the following assets (collectively, the "Assets") used or useful in the
operation of Seller's business of selling and/or servicing products and/or
services which utilize or involve infrared and/or radio frequency technology in
remote control applications for use, sale or distribution in the consumer
electronics industry (the business conducted by the Seller is hereinafter
referred to as the "Business"):
(a) RECORDS. All records and files attributable to the Assets
and the operation of the Business which are mutually agreed upon by the
parties, including but not limited to, records relating to customers and
suppliers, payment records and correspondence, except, however, such
records and files as are required by applicable laws to be kept by
Seller (the "Records"). Copies of all such documents retained by Seller
shall be made available to Purchaser upon request.
(b) COVENANTS NOT TO COMPETE/CONFIDENTIALITY. An agreement by
each of Seller and Maeizumi to not compete with Purchaser and keep
confidential certain proprietary information sold by Seller to Purchaser
hereunder, all upon such terms and conditions set forth in Section 12
hereof ("Covenants Not to Compete/Confidentiality").
