EXHIBIT 10.2
COOPERATION CONTRACT
THIS COOPERATION CONTRACT has been entered by Taiwan Secom Co., Ltd.
(hereinafter called Party A), Yonin Technology Co., Ltd. (hereinafter called
Party B) and Reng Bang Information Co., Ltd. (hereinafter called Party C).
NOW, THEREFORE, in consideration of the cooperation obligations hereunder,
the three parties hereto agree as follows:
Article 1 The items that are required to be quoted to the construction company
(or the proprietor) in the beginning by the three parties consist
of:
(1) Security system (Secom)
(2) Access automatic system (Secom, except Yonin still in charge
of random locks)
(3) Monitoring system (Secom)
(4) BA (Yonin)
(5) Network (Reng Bang)
(6) Other related products
Article 2 The security, door access and monitoring systems specified in
Article 1 shall be replaced with other products due to changes on
the market or requirements made by the customers during the initial
stage of quotations and an agreement has to be reached among the
three parties.
Article 3 Any of the three parties shall provide proper educational training
if required by any of the other two parties. All accrued expenses
resulted during the period of training should be afforded by the
party that is responsible to implement such training.
Article 4 Methods of listing doubtful accounts (or loss):
(1) The total amount of a concluded transaction among the three
parties and the construction company (or the proprietor) minus
the accounts received leaves doubtful accounts (or loss).
(2) The amount of doubtful accounts to be listed is resulted from
the accounts receivable multiplying the rates of concluded
amounts of the three parties (i.e. the average rate of loss
that each party should be responsible)
Article 5 Payment
(1) Payment of the construction company shall be determined on a
case basis.
(2) Payment of the three parties shall be decided in accordance
with the method of payment made by the construction
company and another agreement shall be made therefrom.
Article 6 Maintenance And Service: Maintenance and service of the material
shall be decided on a case basis and the three parties shall come to
an agreement as to the method of performing such maintenance or
service. In addition, the maintenance and service contract shall be
incorporated into the subcontract as an appendix as a reference of
adherence.
Article 7 Structure of communications: Each of the three parties shall provide
its own system and structure of communications (including names and
phone numbers of sales, engineering and technical personnel as well
as the people in charge of the branches in central and southern
Taiwan). In case of any changes of such personnel, the other two
parties shall be notified immediately so as to facilitate smooth
operation of projects. If such notice is not given and any of the
other two parties suffers loss, the defaulting party shall be liable
to any of the claims resulted thereof.
Article 8 During the valid term of this contract, Party A agrees not to sign
any of the contract or agreement that is similar to this contract or
establish any relationship of strategic alliance with any third
party and Party B and Party C agree not to do the same thing
aforementioned with any other securities companies. If any party
violates such regulation, an amount of NT$2 million shall be
immediately paid to the faultless party (parties) as a penalty fine
and the violating party should also compensate for any loss resulted
from such violation. The same rule applies to terminating the
contract before it expires.
Article 9 Party B and Party C shall not sell, rent or lease the products of
Party A in any forms in Taiwan without a prior consent from Party A.
However, any of the three parties shall sell the products in its own
brand in the areas out of Taiwan.
Article 10 The term of this cooperation contract is valid for three (3) years
and shall be discussed and reviewed once every year. All quotations
shall be kept strictly confidential by all three parties. Any of the
parties or its (their) affiliate companies with an intent of making
the other party (parties) suffer from loss by disclosing such
information to any third party on purpose shall be liable to pay the
penalty fine specified in the previous article and compensate for
any loss resulted from such disclosure. The same rule applies to
terminating the contract before it expires.
Article 11 Any confidential information or intelligent property rights related
to this contract shall belong to the three parties jointly.
Article 12 Party A may terminate this contract any time and claims for
loss to Party B or Party C when any of the latter parties
reorganizes, winds up, merges, liquidates or terminates operation
and is default in performance of the obligations specified in this
contract.
Article 13 As for any other items unspecified in this contract, the three
parties may make another agreement upon consensus.
Article 14 Any dispute which may arise in connection with this contract shall
be settled by arbitration of the local court in Taipei, Taiwan, the
Republic of China.
Article 15 This original contract is in six (6) copies and each party shall
retain two (2) copies.
Contractors:
Party A:
Name: Taiwan Secom Co., Ltd.
Person in Charge: Xxx Xxxx-De
Party B:
Name: Yu Ning Technology Co., Ltd.
Person in Charge: Xxx Xxxx-Xxx
Party C:
Name: Reng Bang Information Co., Ltd.
Person in Charge: Xxxx Xx-Fang
Date: July 1, 2000
