Agency Agreement between CinTel Co., Ltd. and Gigalink Co., Ltd.
CinTel Co. Ltd. (hereinafter referred to as "Principal") and Gigalink Co. Ltd.
(hereinafter referred to as "Distributor") enter into this agreement regarding
sales agency to market PacketCruz products made by Principal as follows:
Article 1. Purpose of Agreement
This Agreement is made and entered into this 1st day of December, 2000 by and
between CinTel Co. Ltd (hereinafter referred to as "Principal") and Gigalink
Co., Ltd., (hereinafter referred to as "Distributor") to prescribe sales right.
Article 2. Sales Right and Products
Principal desires to appoint Distributor and Distributor desires to be
appointed, as Principal's non-exclusive Distributor for the sale of the Products
(as defined hereinafter) in the Territory (as defined hereinafter).
"Products" shall mean all of PacketCruz products manufactured by CinTel Co.,
Ltd.
Article 3. Sales Price
1. Distributor must help maintain Principal's price guide line of products.
2. Sales price is specified in Appendix 1, and it is negotiable between both
parties.
3. The sales price must be paid in cash or banker's check.
4. The sales price must be paid within thirty (30) days after supply of products
to the bank account appointed by principal in cash or banker's check. However,
the payment date may be negotiated between both parties in case of delay.
Article 4. Appointed date for delivery
Principal must supply the products within 2 weeks after receiving ordering sheet
from Distributor. However, Principal must in advance inform Distributor of delay
when the supply shall be delayed.
Article 5. Shipment, Delivery, Examination
1. Principal shall deliver the products ordered to the place appointed by
Distributor.
2. Principal shall bear expenses for shipment of the products. In case the place
of delivery is out of Seoul, both parties shall negotiate.
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3. Distributor shall compensate the Principal's damages caused when the products
ordered by Distributor is not delivered with no reasons.
4. Distributor must examine on receiving the products and submit product
delivery certificate to Principal. If there is any error in number or products
at the time of examination, Distributor must immediately inform Principal of it.
5. Regarding malfunction of the products by Principal, Principal shall provide
necessary technique and engineer for normal deployment.
Article 6. Reservation of Right of Ownership
Ownership of the products which sold to Distributor is owned to Principal until
paying the price.
Article 7. Sales forecast
Distributor shall provide Principal with a sales forecast at Principal's
request, and the content and provision cycle shall be determined by both
parties.
Article 8. Training and Maintenance
1. Principal shall provide technical services for installation and deployment of
products by Distributor.
2. Principal shall perform installation, maintenance and after-sale service for
the customers who bought the Products from the Distributor for 2 months after
this agreement, and Distributor shall take the place of Principal thereafter.
For this purpose, Principal shall provide training for installation and
maintenance for technicians of Distributor or its agencies at Distributor's
request.
3. Principal shall perform a 1-year after-sale service for free, but it shall
charge for any error caused by users' carelessness within that period or caused
after that period.
Article 9. Registration of Seal impression
1. Distributor shall register the seal impression for business with Principal.
2. Seal impression submitted by Distributor is considered as the demonstration
of Distributor's opinion.
Article 10. Grant the Use of Company Name and Trademark
During the term of this Agreement, Distributor shall not damage Principal's
credit without Principal's advance consent and adequate registration, for the
use of Principal's company name or trademark.
Article 11. Providing Mortgage
1. Principal shall be able to hold mortgage, such as guaranteed bond, payment
assurance securities, real estate, cash, or others in order to guarantee the
entire obligations of distributor arisen during business between each party.
2. In case Distributor can not fulfill 11.1, Distributor ought to give over two
(2) sureties.
3. The guaranty money of the sureties can not exceed USD $115 billion (KRW 0.1
billion won) totally.
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Article 12. No Assignment of Rights
1. Distributor must report tax data issued by Principal to the related offices,
and shall be responsible for any problem caused by illegal treatment.
2. Distributor shall not lend or assign to the third parties all the rights
specified in this agreement, without Principal's consent.
3. Distributor must compensate for Principal's damages caused by its assignment
of all the rights without Principal's consent.
Article 13. Notification of Amendments
Distributor must in immediate writing notify Principal of any amendments in
Business Registration Certificate including name, address, service and sales.
Article 14. Term
This Agreement shall become effective from January 1, 2001 to December 31, 2001
and shall continue in full force and effect for a period of one (1) year. This
Agreement shall be automatically extended for a successive one (1) year
thereafter, unless and until either party shall give to the other party at least
thirty (30) days prior written notice of its intention not to extend this
Agreement. And the termination of the term shall not effect any right or debt
already generated.
Article 15. Termination Right with Immediate Effectiveness
In each case of the following events by Distributor, Principal may suspend the
supply of the products or terminate this Agreement, with immediate effect:
a. if Distributor breaches each item in this agreement;
b. if Distributor is subject to compulsory legal execution;
c. if Distributor ceases to function as a going concern or to conduct its
operations in the normal course of business;
d. if Distributor breaches payment regulations;
e. if Distributor assigns this Agreement or any rights hereunder to a third
party or changes its representative without Principal's prior written
consent;
f. if Distributor has no trade for 3 months;
g. if Distributor violates general commercial customs; or
Article 16. Force Majeure
Principal shall not be liable to Distributor for non-performance or delay in
performance of any of its obligation under this Agreement due to fire, flood,
strikes, labor troubles or other industrial disturbances, unavoidable accidents,
governmental regulations, riots and insurrections.
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Article 17. Cooperation
1. Distributor shall to promote the sale of the Products in the Territory
actively and frequently supply written information exchange on sales and market
changes in the Territory at Principal's request.
2. Distributor shall in advance consult with Principal for its sole or joint
advertising, or joint advertising with the third parties.
3. Distributor must cooperate with Principal's examination at Principal's
request.
Article 18. Non-disclosure
1 Distributor shall not disclose to any third party any confidential information
concerning the Products or business affairs of Principal which it acquires or
develops in the course of its transaction with Principal.
2. Distributor shall not perform reverse engineering to the Principal's
products, and make best efforts assuring that technical plan totally belongs to
Principal.
Article 19. Arbitration
1. All disputes, controversies or differences which may arise between the
parties, out of, or in relation to, or in connection with this Agreement, or for
the breach thereof, 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.
2. If any conflict arises between both parties regarding translation of each
item in this agreement or for any unspecified item, both parties shall determine
according to general commercial customs.
Article 20. Effectiveness
This Agreement shall become effective upon signing of both parties.
Article 21. Miscellaneous
Distributor shall have adequate number of demo equipments for sales promotion,
and the number shall be determined by consulting with Principal.
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IN WITNESS WHEREOF, the Parties hereto have executed this agreement in two (2)
original copies by their duly authorized representatives on the day and at the
place written here below, each party receiving one original copy hereof.
2000. 12. 29
Principal: CinTel Co., Ltd. Distributor: Gigalink Co., Ltd.
#891-43 Daechi-dong #826-20 Yeoksam-dong
Gangnam-gu, Seoul Gangnam-gu, Seoul
CEO: Sang Don Kim CEO: Cheol Hwan Kim
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Appendix 1. Price List and Specifications
Following are the price list and specifications as of the date of agreement.
1) Price and Specifications of PacketCruz Redirector (Unit: KRW)
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CPU Pentium III 600 MHz
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Memory 256MB
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Hard Disk 9GB
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Network Interface 10/100 FastEthernet Interface
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List Price
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Reseller Price
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2) Price and Specifications of PacketCruz TCDirector
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Model Pentium III 600 MHz
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- -------------------------------------------- -----------------------------------
Specifications CPU: Intel Pentium III-600
Memory: 256MB
Disk: 9GB
LAN: 10/100Mbps 8ports
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List Price
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Reseller Price
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3) Price and Specifications of PacketCruz iCache
- -------------------- -------------------------- --------------------------- ----------------------
Model 400 800 1500(future)
- -------------------- -------------------------- --------------------------- ----------------------
Specifications Intel Pentium III-800 Intel Pentium III-800 Intel Pentium III-866
256MB 512MB 1GB
IDE ATA-66 60GB IDE ATA-66 120GB IDE SCSI 144GB
10/100Mbps 1ports 10/100Mbps 1ports 10/100Mbps 1ports
- -------------------- -------------------------- --------------------------- ----------------------
List Price
- -------------------- -------------------------- --------------------------- ----------------------
Reseller Price
- -------------------- -------------------------- --------------------------- ----------------------
Performance 400 req/sec 850 req/sec 1500 req/sec
- -------------------- -------------------------- --------------------------- ----------------------
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Registration of Seal Impression
To CinTel Co. Ltd.
We hereby submit the registration of our company nameplate and seal impression
according to the Agency Agreement entered into on December 26, 2000.
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Name Plate Seal impression
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- - Supplement: Company's certificate of seal impression
December 26, 2000
Business registration number: 133-81-42876
Name of Company: Gigalink Co. Ltd.
Address : Joongangjongum Building 82620 Yoksam-dong Kangnam-gu Seoul Korea
President & CEO: Mr. Chul Hwan Kim
Resident registration number: 650414-1482215
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