Exhibit 4(h)
COMMISSION AGREEMENT
PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(a British Virgin Islands Corporation)
ASE Electronics (M) Sdn. Bhd. ("ASEM")
(a Malaysia Corporation)
DATE: July 1, 2000
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 hereundered, ASEM shall pay
monthly compensation to GARDEX in respect of net export sales
(outside of Malaysia). 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 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.
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) 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
reasonable times 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.
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 Electronics (M) Sdn. Bhd.
By: /s/ Xxxxx Xxxxxx
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GARDEX INTERNATIONAL LIMITED
By /s/ Xxxxxx Xxxxxxxx
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