Exhibit 10.27
COMMISSION AGREEMENT
PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(A British Virgin Islands Corporation)
ASE Test Inc. ("ASE Test")
(A Taiwan Corporation)
DATE: August 1, 2002
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 0.56% of the total monthly export
sales.
The above scheme of compensation payment is applicable from August 1, 2002
to July 31, 2003. 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 August 1, 2002 and
shall expire on July 31, 2003 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 a 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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