PARTIES: GARDEX INTERNATIONAL LIMITED ("GARDEX")
(a British Virgin Islands Corporation)
ADVANCED SEMICONDUCTOR ENGINEERING, INC. ("ASE")
(a Taiwan Corporation)
DATE: August 1, 2002
1. SERVICES TO BE RENDERED. ASE hereby retains GARDEX to provide the sales services to ASE 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 in writing with the following authority:
(a) Identify customers for ASE products and services;
(b) Within such limitations relating to price, delivery and other key terms as ASE may from time to time specify in
writing, and subject to acceptance by ASE (by telex or otherwise) negotiate sales contracts as ASE's agent;
(c) Monitor contract performance by the customer, including acceptance of delivery, payment, etc.
2. COMPENSATION TO GARDEX. For services hereundered, ASE shall pay monthly compensation to
GARDEX in respect of net export sales (outside of Taiwan). The compensation amount is 0.8% of the total
monthly export sales.
The above scheme of compensation payment is applicable from August 1, 2002 to July 31, 2003. Compensation
payment thereafter is subject to further negotiation on a yearly basis between ASE 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 August 1, 2002 and shall expire on July 31, 2003
unless earlier terminated by (i) mutual agreement, or (ii) ASE 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 to pay
GARDEX for services rendered with respect to sales following such date that result from orders rec