Exhibit 4(bb)
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/ Raymond Lo
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GARDEX INTERNATIONAL LIMITED
By /s/ Philip Nicholls
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