Exhibit 10.10
DISTRIBUTORSHIP AGREEMENT
This Agreement is made between Seoul Electrons -SEL- (hereinafter referred to as
"Gab") and CinTel Co. Ltd. (hereinafter referred to as "Eul").
WHEREAS, Principal desires to appoint the Eul and the Eul desires to be
appointed, as Gab's non-exclusive Distributor for the sale of the Products.
ARTICLE 1. AGREEMENT CONDITION
In consideration of the premises and the mutual covenants contained herein, the
parties hereto mutually agree as follows:
ARTICLE 2. OBJECTS OF SALE
1. Eul shall sale and purchase Gab's system or related products.
2. Gab shall define detailed distributable products' information in
Article2-3 and shall provide written notice to Eul if there is any
change.
3. Distributable Products: SilkWorm FC Switch of Brocade Corporation
and others
ARTICLE 3. EUL'S LOCATION
Company Name: CinTel Corp.
Address: 7F MSA Bldg. 891-43 Dae-chi-dong, Gang-nam-gu, Seoul, Korea
President: Sang-don Kim
Company Registering Number: 105-81-87693
ARTICLE 4. PRICE
1. Gab shall provide information regarding Eul's purchasing price and
sale's price and shall be able to chance its price policy according
to money exchange rate or market situation after providing written
notice to Eul.
ARTICLE 5. PAYMENT
1. Payment and related mortgage condition between Gab and Eul shall
follow independent payment agreement.
2. Gab may ask for interest -Yearly overdraft interest of Gab's Bank-
of invoice payment to Eul until the clearance date of delayed
payment if Eul delay its defined payment due.
ARTICLE 6. SUPPLY
1. The quantity and specification of supplied product by Eul's request
shall be decided by Gab. When Gab can't support Eul's order request
by market situation or other reasons, Gab shall notice such
impossibility of supply within three days after receiving order
request.
2. If the delivery destination is not specifically defined in order
form, product's delivery address of Gab shall be Eul's Location in
Article 3. If abnormal delivery expense is demanded for special
reason, Gab and Eul shall share such expense with mutual agreement.
3. Eul shall execute internal quality test after receiving products
from Gab and notice any error to Gab. If Eul dose not provide such
notice within five days after receiving products, Eul shall not ask
any responsibility to Gab regarding the result of this error. If
such error can not be detected by internal quality test, the apply
of Article 6-3 shall be excluded.
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ARTICLE 7. MORTGAGE
Eul shall provide insurance company's warranty regarding debt to Gab or equal
real property to Gab.
ARTICLE 8. MARKETING, ADVERTISING, AND DEMO PRODUCT
1. Gab and Eul shall execute marketing activities with mutual
agreement. If Eul or Gab needs to advertise with their parties,
Gal's approval shall be executed before.
2. When Gab execute road show, seminar, or product introduction meeting
for sales promotion, Gab and Eul shall discuss the possibility of
developing co-worked promotion activities.
3. Gab shall offer special discount for demo product price to Eul, and
Eul shall not resale such product within six months after purchasing
demo products.
ARTICLE 9. SALE FORECASTING
Eul shall provide written monthly sales forecasting report to Gab on every
month.
ARTICLE 10. MAINTENANCE
1. After supplying product from Gab to Eul, Eul shall be responsible
for maintenance. Eul shall ask Gab's support if proper maintenance
is impossible by Eul alone. Gab shall support such maintenance
request from Eul with instant manner.
2. After expiring product's original maintenance policy, Gab shall be
responsible for optional maintenance contract between Gab and its
customers. If Gab decides that Eul obtains proper maintenance work
force, Eul shall obtain optional maintenance contract with customers
instead of Gab.
ARTICLE 11. RISK CONTROL
After completion of product delivery from Gab to Eul, Eul shall be responsible
for the result of damage occurred by product.
ARTICLE 12. WARRANTY
Product warranty of Gab's supplied product shall be effective for one year after
the date of Eul completes internal quality test completion. In case of proven
mistreatment of product of Eul or customer, Gab shall not be responsible for its
warranty.
ARTICLE 13. PROPER STOCK MAINTAINING
Eul shall keep maintain proper stock of Gab's products. Gab shall provide
recommendation of the amount of proper stocks by obtaining professional's
consultant.
ARTICLE 14. MORTGAGE TRANSFERRING CONDITION
Gab can define following mortgage transferring condition to Eul;
1. After termination of this Agreement, Gab shall provide mortgage
transferring right to Eul for any existing debenture with stocked
products in Eul's warehouse.
2. Eul shall not transfer or sell mortgage transferring objected
stocked products without Gab's permission.
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3. According to Article 14-1, Gab shall sell or transfer stocked
products in Eul's warehouse to clear any existing debenture for Eul.
ARTICLE 15. EDUCATION
1. Gab shall provide proper education for its products to Eul, and Eul
shall follow Gab's prepared education schedule. Eul may ask specific
education service to Gab.
2. The expense of education is free of charge, but Gab may ask related
expense charge in special case.
ARTICLE 16. TERMINATION
1. In each case of the following events, either party ("Terminating
Party") may terminate this Agreement, with immediate effect, by
giving the written notice of termination to the other party
("Defaulting Party"):
A. if the Defaulting Party becomes bankrupt or insolvent, or have
its business placed in the hand of a receiver, assignee or
trustee, whether by voluntary act or otherwise ;
B. if the Defaulting Party assigns this Agreement or any rights
hereunder to a third party without the non-defaulting party's
prior written consent ;
C. if the Defaulting Party ceases to function as a going concern
or to conduct its operations in the normal course of business;
D. if the Gab should be acquired by, or should itself acquire, in
whole or in part, a manufacturer of products which in the
reasonable judgment of Principal competes to a material extent
with the Products; or
2. if the Defaulting Party does not remedy the breach or failure to
perform or observe any agreement or condition herein contained
within two weeks of a notice requiring remedy of such breach or
failure to perform or observe.
3. In case of termination, Eul must pay any existing debts to Gab with
cash or equaling payment methods.
4. In case of Article 16-2, Gab shall have right to take stocked
product from Eul, and Eul shall not claim any object against this
act.
ARTICLE 17. INDEMNITIES
1. Eul shall be fully responsible for occurred breaches that are caused
by Eul itself.
2. The president of Eul shall be responsible for Article 17-1.
ARTICLE 18. RECOVERY
After the termination of this Agreement, Eul shall return all Gab's
documentation to Gab.
ARTICLE 19. TERM & EXTENSION
This Agreement shall become effective upon signing, and shall continue in full
force and effect for a period of one years from the date hereof. This Agreement
shall be automatically extended for a successive one year thereafter, unless and
until either party shall give to the other party written notice of its intention
not to extend this Agreement.
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ARTICLE 20. SETTLEMENT
All disputes, controversies or differences which may arise between parties, our
of, or in relation to, or in connection with this Agreement, or for the breach
thereof, shall be settled by both parties mutual resolving efforts, and it shall
be finally settled by arbitration in Seoul, Korea in accordance with the
Commercial Arbitration Rules of the Korean Commercial Arbitration Board and
under the laws of Korea.
ARTICLE 21. OTHER TERMS
1. Both parties shall not disclose to any third party, without the
prior written consent of the Principal, or use for any purpose other
than the performance of its obligations under this Agreement, any
confidential information concerning the Products or business affairs
(including but not limited to, prices, discounts, terms and
conditions of sale, customers, business affairs, Products or Product
specification).
2. If there is a different opinion or objection in an issue that is not
defined in this Agreement, Gab and Eul shall accept common business
rules of Korea.
Gab and Eul shall agree on this Agreement with mutually equal status. Both
parties shall sign on two copy of this Agreement, and each party reserves one
copy of this Agreement.
January 5th, 2004
"Gab" "Eul"
CinTel Corp. Seoul Electrons Corp.
Dae-chi-dong 891-43, Gang-nam-gu, Military AID Associate, Do-gok-dong
Seoul 467-12, Gang-nam-gu, Seoul
MSA Bldg. 7th Floor Military AID Associate Committee
CEO Sang-don Kim (Signature) CEO In-chul Che (Signature)
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REGISTRATION OF SEAL IMPRESSION
We hereby submit the registration of our seal impression.
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Corporation
Seal impression seal impression for use
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January 5, 2004
Name of Company: CinTel Co. Ltd.
Address : 7th floor, MSA Building 891-43 Daechi-dong Kangnam-gu Seoul Korea
President & CEO: Mr. Sang Don Kim
Business registration number: ###-##-####
- - Supplement: Company's certificate of seal impression
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TERMS OF PAYMENT AND MORTGAGE
1. Payment
1.1 Payment shall be based on within 60 days after supplying products.
1.2 Distributor shall Payment in cash or draft (within 60 days after
supplying products)
1.3 In case the condition of payment exceeds above 1.1 or 1.2, each
party shall discuss each other.
1.4 Distributor shall draw a draft on Principal within the amount of
mortgage.
2. Mortgage
Principal shall take _________(KRW ) as a mortgage.
January 5, 2004
Name of Company: CinTel Corp.
Address: 7th floor MSA Building 891-43 Daechi-dong Kangnam-gu Seoul Korea
President & CEO: Mr. Sang Don Kim
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