[Member] License Agreement (Technology) (2)

     This Agreement made and entered into this ….. by and between ……………..,  a corporation incorporated and existing under the laws of the Republic of Korea, having its principal place of business at hereinafter referred to as “[Foreigner]”) and ……….., a company incorporated in Malaysia and having its registered office at ……….. (hereinafter referred to as “the Company”).

 

     Whereas by a Technology Licence Agreement dated … made between [Foreigner] and the Company, [Foreigner] agreed on the terms therein stated to grant a licence to the Company to manufacture the Product in Malaysia and it was expressly agreed that the parties will enter into this Agreement to enable  the Company to sell and market  the  Product     manufactured in the Territory.

 

Now this Agreement witnesseth as follows:-

 

1.   Definitions

 

1.1  Except as otherwise provided in this Agreement, all terms and references used in this Agreement shall have the same meaning and construction as in the Technology Licence Agreement. All references to the Technology Licence  Agreement are to the Technology  Licence     Agreement, as from time to time amended, modified or varied.

 

1.2  “Territory” shall mean Malaysia, Indonesia, Thailand, Singapore and/or Brunei.

 

1.3  “Affiliates” means ….. lead frame in other countries.

 

1.4  “Existing Business” means outstanding purchase orders and future volume contracts on qualified part types or part types in the process of being qualified which are supplied by [Foreigner] and its Affiliates at the time of Pilot Run.

 

1.5  “Pilot Run” means the Company being able to manufacture the Products which passes qualification and ready for customers’ external qualification.

 

1.6  “Purchasing Agreement” means the Purchasing Agreement dated 21st June 1996 entered into between [Foreigner] and the Company for the purchase of one (1) module consisting of three (3) …..

 

2.   Appointment of Company

 

2.1 In  consideration of the mutual  agreements  and   covenants contained in the Technology License Agreement [Foreigner]  hereby appoints the Company to market  the   Product in the Territory subject to the terms and conditions set out herein.

 

2.2 [Foreigner] will not grant similar rights for the Product to any other party in the Territory during the term  of this Agreement.

 

2.3 The marketing rights granted herein shall terminate in the event of the Company failing to purchase three (3) additional ……… from [Foreigner]  in accordance with Clause 10 of the Purchasing Agreement.

 

2.4 It is recognised that [Foreigner] and its Affiliates currently carries on sales and marketing of the Product in the Territory and shall continue to do so until such time as the Company achieves the Pilot Run. Upon the Company achieving the Pilot Run, [Foreigner] and its Affiliates shall cease all sales and marketing whether directly or indirectly of the Product in the Territory save for assisting the Company in obtaining  new business. Thereupon [Foreigner] shall procure that the Existing Business be transferred to the Company but the Company shall not accept a commercially undervalued price of the Product in order to obtain the Existing Business.

 

3.   Duties of Company

 

3.1 The Company has the authority to sell the Product in the Territory.

 

3.2 The Company shall at its expense use its best endeavour to promote the sale of the Product  and shall keep itself informed of all commercial prospects in relation to the Product.

 

4.   Duties of [Foreigner]

 

4.1 [Foreigner] shall support the Company’s efforts to market and sell the Product in such manner and shall be necessary, practical and expedient.

4.2 [Foreigner] shall provide such assistance to the Company as may from time to time be reasonably required by the Company.

 

5.   Period of Agreement

 

Subject to Clause 2 herein, this Agreement shall remain in force for as long as the Technology Licence Agreement is in force and shall be terminated on the same provisions as the Technology Licence Agreement.

 

6.   Agreement not in derogation of Technology Licence Agreement

 

The terms of this Agreement is in addition to and not meant to be in derogation of the terms of the Technology Licence Agreement.

 

7.   Assignment

 

Neither party shall assign its rights or obligations, under

this Agreement, in whole or in part, to any third party without the prior written approval of the other.

 

8.   Notices

 

8.1 All notices or communications given or required to be given hereunder shall be given by personal delivery, by register airmail or by facsimile (being followed by a confirmation letter dispatched within twenty-four (24) hours) to the following addresses:

  

   To [Foreigner] :

   

   Tel:

   Fax:

Attention:

 

   To the Company:

   

   Tel :

   Fax :

   Attention:

8.2 Notices and communications shall be deemed received by the addressee on the date of delivery if delivered personally, on the tenth (10th) day from the date of posting  if sent by registered airmail, or  upon    transmission if sent by facsimile.

 

8.3 The parties may change their address at any time by giving a written notice thereof in the manner provided in this Article.

 

9.   Miscellaneous Provisions

 

9.1 The headings of the Articles have been inserted for convenience of reference only and shall not affect the interpretation or construction of the provisions of this Agreement.

 

9.2 This Agreement shall not be modified except by a     written  instrument  executed by  duly  authorized     representatives of the parties hereto.

 

9.3 In the event any term or provision of this Agreement shall for any reason be held invalid, illegal or    unenforceable  in  any respect,  such  invalidity,         illegality or unenforceability shall not affect any other term or provision of this Agreement, and this Agreement shall be interpreted and construed as if such

   term or provision, to the extent which it is invalid, illegal or unenforceable, had never been contained in this Agreement.

 

9.4 Waiver of any right by a party hereto towards the other for breach or a series of breaches hereof shall not affect the right of the waiving party to exercise any of its rights provided hereunder on account of any other breach hereof or similar breach  subsequent      thereto.

 

THE REMAINING SPACE HAS BEEN LEFT BLANK INTENTIONALLY