Exhibit 4(i)
COMMISSION AGREEMENT
PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(a British Virgin Islands Corporation)
ASE Test Inc. ("ASE Test")
(a Taiwan Corporation)
DATE: July 1, 2000
AGREEMENT
1. Services to be rendered. ASE Test hereby retains GARDEX to provide the
sales services to ASE Test 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 Test in writing with the
following authority:
(a) Identify customers for ASE Test products and services;
(b) Within such limitations relating to price, delivery and other
key terms as ASE Test may from time to time specify in
writing, and subject to acceptance by ASE Test (by telex or
otherwise) negotiate sales contracts as ASE Test's agent;
(c) Monitor contract performance by the customer, including
acceptance of delivery, payment, etc.
2. Compensation to GARDEX. For services hereundered, ASE Test shall pay
monthly compensation to GARDEX in respect of net export sales (outside
of Taiwan), the compensation amount is 0.7% of the total monthly
export sales.
The above scheme of compensation payment is applicable from July 1,
2000 to June 30, 2001. Compensation payment thereafter is subject to
further negotiation on a yearly basis between ASE Test 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.
3. 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 cause. Neither expiration nor termination of this
Agreement shall terminate the obligation of ASE Test 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 Test 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 reasonable times as the
other party may request.
(c) All confidential information received or learned by GARDEX
relating to ASE Test'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.
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 person jurisdiction over it by such courts
and to service of process by registered mail sent to its principal
business address.
ASE Test Inc.
By /s/ Xxxxxxx Xx
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GARDEX INTERNATIONAL LIMITED
By /s/ Xxxxxx Xxxxxxxx
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