Parties A and B have agreed to adhere to the principal of mutual trust and benefit; and as a mean to expand prospective alliances, Party A and Party B have mutually agreed to terminate the “Investment Cooperation Agreement” which was signed on 2019/01/15, and hereby made and entered into this “Strategic Alliance Agreement”. For valuable considerations exchanged, the Parties have agreed to the following terms and conditions:
Party B hereby appoints Party A as its sole and exclusive distributor for the sale and distribution of all of Party B’s micro-ceramic speaker products. The territory of the Sole Distributorship is worldwide. Party B also hold the right to sell its own products. The Sole Distributorship shall become effective upon signing of this agreement, and the Sole Distributorship shall be renewed annually, and the Parties will hold discussion on the Sole Distributorship renewal two months prior to the Sole Distributorship annual expiration date.
Party A and B have mutually agreed to terminate the “Investment Cooperation Agreement” that was signed on 2019/01/15
2.
Party A will return the 20% shares of A-Best Harness and Component Co., LTD to Party B ( Party B’s registered total capital is NTD $5 million, and 20% of which constitute NTD$1 million)
3.
Party B (In-Ming Lai) will continue to hold the 10 million shares issued by Party A which was received through the “Investment Cooperation Agreement”; the 10 million shares issued by Party A are now in exchange for revenue and profit generated by Party B distributed to Party A when earned (the shares for Party B are equivalent to Party B’s distributed revenue and profit received by Party A per share price of USD$1.5). When Party A received USD $15 million revenue and profit value in full, the Parties will have separate discussions on future cooperation.
Party B hereby represent and warrant that “Micro-ceramic magnetic resonance speaker” is a product of their own invention, and does not infringe upon any patents, trade secrets and/or other IP rights of any third parties. Party B shall indemnify Party A for all of its costs and damages it may thereby incur, including but not limited to any damages ordered to pay, its attorney’s fees, and legal costs, etc arising from infringement claims and product misinterpretation provided to Party A relating to the ceramic products.
Article 4: Confidential Obligations and Its Duration
Unless otherwise compelled by law, any Party hereof having received ( “the recipient party”) from another Party (“the disclosing party”) any business or technical secrets which shall include but not limited to the Disclosing Party’s sales plan, R&D plans, product designs and know-hows, sample tests and data, etc. (collectively, “Confidential information”). So long as such information has been identified as “Confidential Information” by the Disclosing Party, the Recipient Party shall keep such information confidential, with only limited and discreet disclosure to its duly authorized working personnel on a “need-to-know basis”. Recipient Party shall not or disclose any such Confidential Information to any third parties, and will not use such Confidential Information for any purpose other than those agreed under this agreement. The confidential obligation shall persist for five years after having first become knowledgeable of the information. The provision of this article shall survive termination and/or expiration of this Agreement.
The two parties shall adhere to the good-faith principal in relation to this Agreement; in case of incomplete provisions, Parties hereto hereby agree to enter into discussions to devise new provisions for supplement in good faith and fairness.
Article 6: Governing Law and Court of Jurisdiction.
This agreement shall be governed and construed by the laws of Republic of China (Taiwan). In case of any dispute, claim or disagreement arising in relation to or in connection with is Agreement, parties shall first seek to resolve any such conflict by mediation in good faith; and failing which, the Parties hereby agree to submit the conflict to the Taipei District Court as the court of the first instance.
The respective addresses for the two parties of A and B as listed herein shall be such Parties’ official delivery addresses. In case of refusal to accept or delay in picking up unregistered mail, the first sending time shall be deemed the notice delivery time.
In case that any Party should change its delivery address, a written notice of such change should be sent to the other Party. In case of failure to notify other Party, such the other Party may continue to use the same delivery address for giving notices to that Party, and the validity of which shall not be voided because of the change of the actual residence or business address.
第八條
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本協議書壹式貳份,由甲乙雙方各執壹份為憑.
Article 8: Counterparts
This agreement shall be executed in two identical counterparts and Party A and Party B shall each bear one such counterpart.
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