영문 상호합자계약서(JOINT VENTURE AGREEMENT)

JOINT VENTURE AGREEMENT

 

 

 

 

This Agreement made and entered into this (           )th day of (       ), 1992, by and between:

 

1. (            ), a corporation duly organized and existing under the laws Youngdungpo-Gu, Seoul 150-721, the Republic of Korea (hereinafter referred to as "Party A") : and;

 

2. (                        ), a corporation duly organized and existing under at No. (                                         )(hereinafter referred to as "Party B")

 

WITNESSETH :

 

Party A and Party B desire to cooperate in the organization of a new company to be organized under the laws of (                                   ) (hereinafter referred to as the "Country" ) for the purpose of engaging in the business of manufacturing certain Products (as defined hereafter) for sale in the Country and elsewhere.

 

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the Parties (as defined hereafter) agree as follows :

 

Article 1. Definitions

 

1.1 The "Agreement" means this Agreement including its Exhibits attached hereto.

 

1.2 The "Parties" and a "Party" mean(s) Party A and Party B or anyone of them, as the context requires.

 

1.3 The "Affiliate(s)" of any Party mean(s) any corporation, association, or other entity which, directly or indirectly, controls said Party or is controlled by said Party or is under common control with said Party, where "control" means power and ability to direct the management and policies of the controlled enterprise through ownership of or control by proxy of more than fifty percent(50% ) of the voting shares in the controlled enterprise or in the contractor otherwise.

 

1.4 The "Company" means the joint venture company, as a limited liability its company, to be formed pursuant to Article 3 of this Agreement.

 

1.5 The "Products" mean the products manufactured by the Company using the technology and know-how provided to the Company under the terms and conditions of the License Agreement, substantially stipulated in Exhibit A attached hereto.

 

1.6 The "Articles of Association" means the articles of association of the Company, substantially in the form of Exhibit B attached hereto.

 

1.7 The "License Agreement" means the license and technical assistance agreement to be entered into by and between the Company and Party A under this Agreement, substantially in the form of Exhibit C attached hereto.

 

1.8 The "Proprietary Information(s)" of a Party mean(s) such technical, engineering, economic, marketing, financial or other information as may be developed by or owned by a Party and generally treated as confidential by that Party.

 

1.9 The "Related Agreement(5)" such any agreement and document as is reasonably necessary In order to perform the purposes of this Agreement, including but not limited to, the Articles of Association and agreements referred to in Article 12 of this Agreement.

 

1.10 The "Effective Date" of this Agreement Means the date when this Agreement becomes effective in its entirety in accordance with Article 28 of this Agreement.

 

1.11 The "Government Approval(s)" of any action to be taken by any Party or by the Company herein mean(s) such approval of or consent to said action, together with such licenses, permits, or other permissions required for sold action pursuant to any applicable statutes, decrees, regulations or rulings of the Country and the Republic of Korea. The "Government Approval(s) of this Agreement" mean(5) the consent of all relevant government authorities of the Country and the Republic of Korea to the terms and conditions of this Agreement. Whenever either of the forms of Government Approval(s) defined herein will be used, it shall be read and understood to include the words "in form and substance acceptable to the Parties".

 

1.12 The "Currency" and/or "(           )" equivalent to an amount in United States Dollars and/or "US$ " means, at any time, the

 

amount of (                ) currency that would be obtained by converting such amount in US $ into (              ) at the rate of exchange for purchase of US $ declared by the relevant authorities of the Country, less any usual and customary banking fees and commissions payable upon such conversion.

 

Article 2. Purposes

 

2.1 The purposes of tutus Agreement are to provide for the establishment ownership and operation of the Company by the Parties, which shall be named in English (                        ), and in the language of the Country (                      ). 

 

2.2 The purposes of the Company shall be :

 

(a) To plan finance, construct equip and operate a plant to manufacture the Products in the Country for sale and distribution in the County and other countries using the technology and know-how to be provided to the Company under the License Agreement ; and

 

(b) To import any parts, components, equipments and machinery for the manufacture, sale and maintenance of the Products, which are determined by the Company's management not to be appropriate for the manufacture or procurement in the Country ; and

 

(c) To engage in any and/or all other conducts, activities or businesses which are related, directly or indirectly, to the attainment of the foregoing purposes.

 

Article 3. Joint Venture Company

 

3.1 Promptly after the date of execution of this Agreement, that Parties shall cooperate to establish the Company in accordance with the laws of the Country.

 

3.2 The Articles of Association shall be agreed upon by and between the Parties, If any discrepancy is found between this Agreement and the Articles of Association, the Parties shall amend the Articles of Association in accordance with this Agreement, and such pending amendment of the provisions of the Articles of Association shall prevail over any contrary provisions of the Articles of Association.

 

3.3 As soon as reasonably possible after the execution of this Agreement, any of the Parties and the Company shall execute the Related Agreements whereby the terms and conditions of this Agreement become enforceable by and against the Company as if it were an original signatory hereto.

 

Article 4. Total Amount of Investment and Capital Subscription

 

4.1 The total estimated amount of investment required for the Company including all necessary working capital and loan shall be (US $          ) at the initial stage, Depending on the development of the Company, at a later stage, additional investment may be made upon the resolution of the board of directors of the Company (the "Board of Directors" ).

 

4.2 The authorized and registered capital of the Company (the "Registered Capital") shall be (                  )(               ), and the initial capital amount to be fully paid in for the Company (the "Paid-In Capital") shall be (                      ) (                      ).

 

4.3 Upon the establishment of the Company, Party A agrees to subscribe for and accept (                 ) percent (          %), and Party B agrees to subscribe for and accept (                     ) percent (      %) of the Paid-ln Capital, at the time of incorporation of the Company and thereafter as and when called for by the Board of Directors.

 

4.4 The initial Paid-ln Capital, at the time of establishment of the Company, shall be subscribed for by the Parties as follows :

 

(a) Party A : (                                   ) divided into (              ) shares (including the shares of the promoters of the company nominated by it, as defined in Article 5) at (    ) par value per share ; and

 

(b) Party B: (                                    ) divided Into (              ) shares( including the shares of the promoters of the Company nominated by it, as defined in Article 5) at (    ) par value per share.

 

4.5 Such amounts specified in the preceding section shall be paid by the Parties, respectively, in cash (not in Kind), when called for by the Board of Directors, but not later then two(2) months from the receipt of the Korean Government Approval of this Agreement. Incase of any delay in payment by any Party, such Party shall pay delay charges to the Company equal to a proportion of the capital contribution due and calculated at the highest rate legally permitted up to the London Interbank Offer Rate as a Maximum.

 

4.6 If necessary, the Company shall borrow from a bank or other financial institution the difference between the total investment amount and the initial Paid-ln Capital, specified in this Agreement.

 

4.7 Unless the Parties otherwise agree to in writing or as specifically provided for in this Agreement, Party A (together with its Affiliates and such other lawful transferees as are permitted herein) shall hold,throughout the whole life of the Company, (                  ) percent (    %) of the voting common shares of the Company, and Party B (together with its Affiliates and such other lawful transferees as permitted herein) shall hold (                 )percent(      %) of the voting common shares of the Company.

 

4.8 Any shares issued by the Company shall be common shares of one(1) class and shall be registered in non-bearer from evidenced by share certificates as provided for in the Articles of Association.

 

4.9 No additional shares of the Company may be authorized or issued except upon the prior written agreement by Party A and Party B.

 

Article 5. Promoters

 

5.1 Party A, Party B and/or some individuals nominated by the Parties,as permitted by the related laws and regulations of the Country, shall serve as the promoters of the Company (the "Promoters" ) .

 

5.2 Each of the Promoters shall make its signature respectively on the Articles of Association in accordance with the applicable laws.

 

Article 6. Transfer of Shores

 

6.1 Any Party may neither sell, transfer, assign, pledge, or hypothecate any of its shares in the Company, nor permit such shares to be subject to any mortgage, pledge, encumbrance, lien, or charge of any kind, except as specifically provided for In this Article and Article 16.

 

6.2 Any Party may transfer any and/or all its shares in the Company to any of its Affiliates ; provided that (i) such Affiliate agrees in writing upon such transfer to perform and be bound by all of the duties and obligations of the transferring Party under this Agreement, and(ii) the transferring Party shall not be released from its duties and obligations but shall remain fully liable for the performance thereof by such Affiliate, except by the prior written approval of the general meeting of share folders of the Company.

 

Article 7. Board of Directory

 

7.1 Party A and Party B shall exercise their respective voting rights in the Company and take such other steps as are necessary to insure ;

 

(a) that the Board of Directors shall consist of (           ) (            ) members ;

 

(b) that of such (           ) (            ) members,(         ) (        ) shall be nominated by Party A, and the remaining (              ) (           ) shall be nominated by Party B, and each Party shall procure the nomination and election of the members nominated by the other Party ;

 

(c) that if any Party wishes to change any of its nominated director(s) with or without cause, the other Party will vote accordingly,provided that if such change is without cause, the Party proposing the dismissal shall indemnify and hold the Company and the other Party harmless from any and all damages and other expenses that may arise from such action.

 

7.2 In case the position of a director of the Company(the "Director") becomes vacant for any reason, Party A and Party B agree to cause their shares to be voted to elect as Director a person nominated by the Party who nominated the Director whose office Is vacant.

 

7.3 The meetings of the Board of Directors may be called at the request of president director of the Company (the "President" ), or vice-president director of the Company (the "Vice-President"), when he deems the same to be necessary or advisable, or when any two(2)Directors so request. The meetings of the Board of Directors shall be held as least quarterly.

 

7.4 All actions and resolutions taken at a meeting of the Board of Directors shall be adopted by a majority vote of all Directors unless otherwise required by this Agreement, the Articles of Association, or the laws of the Country. No Director shall have a "casting" or "tie breaking" vote. Provided, however, any resolutions involving the matters which shall be stipulated in Exhibit I attached hereto may only be adopted by the unanimous affirmative vote of all Directors registered in the commercial registry of the Company.

 

Article 8. Administration and Management

 

8.1 The Company shall establish a management office which shall be responsible for its daily management. The management office shall have one(1) President to be nominated by Party (         ) and one(1) Vice-President to be nominated by Party (           ), who shall represent the Company respectively. Further, the Board of Directors shall elect such other officers and/or managers as it may deem appropriate.

 

8.2 In principle, only Directors serving in management capacity shalt be compensated, provided that non-management Directors may be reimbursed for such travel and other expenses as may be reasonably incurred by them in the performance of their duties to the Company.

 

8.3 The shareholders of the Company (the "Shareholders" ) shall elect an auditor of the Company (the "Auditor" ) to perform the legally required functions of that statutory position.

 

Article 9. Basic Corporate and Operating Polices

 

9.1 The Parties are in agreement on the corporate and operating policies set forth below in this Article. The Parties agree to vote their shares and to cause their nominated Directors and other officers to effectuate such policies during the continuance of this Agreement.

 

9.2 Party A (together with its permitted transferees) and Party B (together with its permitted transferees) shall own in the ratio of shares the entire issued capital of the Company, respectively.

 

9.3 The Parties agree to cause the Company to distribute as dividends, to the extent permitted by the laws of the Country, all profits resulting from the operation of the Company.

 

9.4 The Board of Directors shall review and approve annual budgets and plans of production prepared by the President and/or other officers which may be revised from to time.

 

9.5 The Company shall obtain insurance coverage in such amount and from such insurance companies as the Board of Directors may determine.

 

9.6 With exception of this Agreement or other agreements by and between the Parties, each of the Parties agrees not to enter into any other Joint venture agreement with any other third party than the Parties, for the establishment of any new joint venture corporation in the Country, for the same purposes herein.

 

9.7 The Company shall pay any all taxes or customs duties pursuant to the applicable laws and regulations of the Country. Further, the Company and Party B shall apply for and obtain preferential taxes (or customs duties) treatment or a reduction or exemption thereof, and the Company and Party B shall obtain the maximum preferential customs and tax treatment permitted by the relevant regulations of the Country.

 

Article 10. Books end Records

 

10.1 The books and records of the Company shall be maintained in Currency in accordance with generally accepted accounting principles of the Country and Party A's administrative guidances and requirements, and shall accurately reflect the Company's financial status in accordance with the established financial procedures of Party A and recognized international accounting standards. Such books, records and supporting documents thereof shall be available for inspection by any Party or the designee of anyone of the Parties, at reasonable times.

 

10.2 The Company shall,,prepare and deliver to Party A and Party B unaudited monthly financial reports within thirty(30) days after the end of each month showing the results of the Company's operations during such month, in English language.

 

10.3 Within sixty(60) days after the end of each fiscal year during the term of this Agreement, the independent public accountant appointed by the general meeting of Shareholders shall audit the book sand records of the Company and provide the Parties with a financial report In the English language in accordance with generally accepted accounting principles in the Country. Copies of such financial report shall be provided to the Parties at the Company's expense. Such financial report shall be final and binding upon the Parties as to the revenues, costs, expenses, losses and profits of the Company,in the absence of a manifest error or fraud.

 

10.4 The fiscal year herein shall be the calendar year, unless otherwise agreed in writing.

 

Article 11. Debt Financing of the Company

 

11.1 The Parties agree that the Company may obtain any and/or all debt financing as needed, at its sole liability and cost.

 

Article 12. License Agreement and Other Related Agreements

 

12.1 The Parties agree that the Company and Party A shall execute the License Agreement, as set forth in Exhibit C attached hereto.

 

12.2 The Parties agree that the Company shall purchase parts, components, equipments and machinery for the manufacture of the Products from Party A under the terms and conditions of the sales agreement to be entered into by and between the Company and Party A (the "Sales Agreement"), as set forth in Exhibit D attached to this Agreement.

 

Article 13. Confidentiality

 

13.1 Information covering'this joint venture shall not be made public by any Party until the Parties have reviewed it and agreed on its release.

 

13.2 The Parties agree to keep any or all Proprietary Information furnished to them or the Company by Party A or Party B or any of their Affiliates confidential within and among Party A, Party Band the Company. Any Party shall not, without prior written consent from the other Party, communicate or allow to be communicated to any third party any Proprietary Information provided by such other Party or any its Affiliate, except to the officers, employees, agents or representatives of Party A or Party B or the Company who need to know such information for the proper performance of activities for the Company. The Parties agree to take all necessary precautions in a manner acceptable to the Party furnishing Proprietary Information to keep such Proprietary Information secret and to restrict its use. The duties herein shall be applied MUTATIS MUTANDIS to the Company.

 

Article 14. Payments

 

14.1 Any and all cash distributions or remittance of any kind (including but not limited to dividends, liquidated damages and distributions which may be made upon liquidation, dissolution or reorganization of the Company) which may be payable by the Company or by Party B to Party A shall be paid in US $ equivalent to the Currency and remitted to such bank as may be designated from time to time by Party A.

 

14.2 If, for any reason, the Government Approval of the Country cannot be obtained (or payment in the manner set forth In the preceding section, then such payment shall be made in any other currency and/or in any other manner reasonably specified by Party A.

 

Article 15. Term and Termination

 

15.1 The term of this Agreement shall be (          ) (          )years from the Effective Date and may be extended for the period agreed upon by the Parties, provided that such extension shall be subject to any required Government Approval. However, each of the Related Agreements shall have the duration specified therein, respectively.

 

15.2 This Agreement shall be terminable forthwith upon the sending of notice in writing upon the occurrence of one or more of the following events :

 

(a) by any Party, if Government Approval of this Agreement or of any Related Agreements has/have not been obtained within six(6) months from the date when this Agreement is signed by the Parties, or if Government Approval for any and/or all actions to be taken by any Party or the Company herein or in any Related Agreements, all as reasonably required for the conduct of the Company's business as specified herein and for enjoyment of the benefit to be secured by each Party, fails to be obtained or is withdrawn, or if any subsequent enactment of laws or regulations or any subsequent act of governmental authorities in the Country or in the Republic of Korea shall, in the reasonable opinion of the Party desiring to terminate this Agreement, (i) make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for said Party, or (ii) materially alter the rights and obligations of the Parties from those agreed or contemplated by this Agreement, or (iii) materially interfere with the benefit contemplated herein to be received by said Party ; or

 

(b) by any Party, if the other Party shall commit a breach of any of its obligations under this Agreement which shall not be remedied within sixty(60) days from the giving of written notice requiring said breach to be remedied ; or

 

(c) by any Party, if the other Party shall be or become incapable for a period of one hundred and eighty(180) days of performing any of its said obligations under this Agreement because of Force Majeure (as defined hereafter) ; or

 

(d) by any Party, if the other Party or its creditors or any other eligible party shall file for such other Party's liquidation, bankruptcy, reorganization, compulsory composition or dissolution, or if such other Party is unable to pay debts as they become due, or has liabilities which exceed its assets, or if the creditors of such other Party have taken over its management, or if the relevant financial institutions have suspended such other Party's clearinghouse privileges, or if any material or significant part of such Party's undertaking, property or assets shall be intervened in, expropriated or confiscated, totally or partially, by action of any governmental entity : or

 

(e) by any Party, if any of the Related Agreements is terminated for any reason other than expiration or breach by such Party or its Affiliate ; or

 

(f) by Party A, if its share equity in the Company falls below (       ) percent (   %) of the issued and bald in shares of the Company unless otherwise agreed to by in writing or unless Party A voluntarily sells its shares ; or

 

(g) by any Party, if the warranties or representations made by the other Party to such Party in connection with this Agreement are found to be materially false or misleading.

 

Article 16. Consequence of Termination

 

16.1 Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination,unless waived in writing by agreement made by the Parties.

 

16.2 Upon the termination hereof, each Party shall take all steps necessary to insure that the name of the Company is immediately limited so that it no longer contains any reference to Party A or the local language equivalent of such name, or to Party B or the local language equivalent of such name.

 

16.3 Notwithstanding anything to the contrary in this Agreement, if the Agreement is terminated by reason of any of the events specified in Section 15.2(b) through Section 15.2(g), the terminating party specified in those Sections (the "Terminating Party" ) shall, at its own option, have the following rights :

 

(a) to require such other Party (the "Defaulting Party" ) to sell to the Terminating Party or its designee all of the Defaulting Party's shares in the Company at the Fair Market Value as defined hereafter or the initial purchase price paid by the Defaulting Party for those shares ; or

 

(b) to sell its shares in the Company to any third party on any mutually acceptable terms without being subject to Article 6 ; or

 

(c) to cause the Company to go into liquidation, at which point the Terminating Party shall have an option to purchase all or any part of the assets of the Company at book value. Such option shall expire ninety(90) days after the date when the Company shall be declared liquidated. Provided, however, the rights referred to above shall expire ninety(90) days after the date of termination hereof.

 

16.4 If Party B is Defaulting Party, in addition to Party A's other rights under the preceding section, Party,7A may require Party B to purchase all of Party A's shares in the Company at the Fair Market Value of such shares or at the US$ amount remitted into the Country by Party A in order to purchase those shares. .

 

16.5 The "Fair Market Value" of a share of stock in the Company for purpose of this Article shall be .the portion allocable to such share of the Company's net assets value as determined by the in dependent public accountant of the Company or another appraiser selected by the Terminating Party.

 

16.6 If this Agreement is terminated other than due to a breath of this Agreement, the Parties shall have an amicable discussion with regard to disposition of shares owned by each Party. If the Parties fail to reach any agreement regarding such disposition of shares,each Party shall have a right to purchase from the other Party its shares at the Fair Market Value in case that such Party wishes to purchase the shares of the other Party. The option may be employed by the Party bidding the highest price.

 

Otherwise, the Parties shall cause the Company to go into liquidation, at which point each Party shall have an option to purchase all or any part of the assets of the Company at book value, or if both Parties wash to purchase any assets at the highest bid therefor by one Party.

 

Article 17. Non-Waiver and Other Remedies

 

17.1 Failure of any Party to insist upon the strict and punctual performance of any provision hereof shall neither constitute waiver of nor estoppel against asserting the right to require such performance,and never shall a waiver or estoppel in one instance constitute a waiver or estoppel with respect to a later breach whether of similar nature or otherwise.

 

17.2 Nothing in this Agreement shall prevent a Party from enforcing its right by such remedies as may be available in lieu of termination.

 

Article 18. Severability

 

18.1 If any one or more of the provisions (other than provisions constituting a material consideration to a Party's entering into this Agreement or such other document) contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable laws, the validity, legality and enforceability of the remaining provisions contained heroin shall not in any way be affected or impaired ; provided that in such case the Parties oblige themselves to use their best effort to achieve the purpose of the invalid provisions by a new legally valid stipulation.

 

Article 19. Force Majeure

 

19.1 The failure or delay of each of the Parties to perform any obligations under this Agreement solely by reason of acts of God, acts of government (except as otherwise enumerated herein) , riots, wars,strikes, lockouts, accidents in transportation or other caused beyond its control (collective referred to as the "Force Majeure" ) shall not be deemed to be a breach of this Agreement ; provided, that the Party so prevented from complying herewith shall not have caused such Force Majeure, shall have used reasonable diligence to avoid such Force Majeure or ameliorate its effects, and shall continue to take all actions within its power to comply as fully as possible with the terms and conditions of this Agreement.

 

19.2 Except where the nature of the event shall prevent it from doing so,the Party suffering such Force Majeure shall notify the other Party in writing within fourteen(14) days after the occurrence of such Force Majeure and shall in every instance, to the extent reasonablea nd lawful under the circumstances, use its best efforts to remove or remedy such cause with all reasonable dispatch,

 

Article 20. Disclaimer of Agency

 

20.1 This Agreement shall neither be deemed to constitute any Party the agent of the other Party, nor shall it constitute the Company an agent of any of the Parties.

 

Article 21. Dispute Resolution, Arbitration and Governing-Laws

 

21.1 It is agreed that in case any dispute, controversy or claim arises between the Parties out of or in relation to this Agreement or with respect to the breach thereof, the Parties shall seek to solve the matter amicably through discussion between the Parties. only if the Parties fail to resolve such dispute, controversy or claim by amicable arrangement and compromise, the aggrieved Party may seek arbitration as set forth hereinbelow.

 

21.2 Any dispute, controversy or claim arising out of or in relation to this Agreement, or for the breach thereof, shall be finally settled by arbitration. The arbitration shall take place in the country where the claim (or the defendant) is residing, before three(3) arbitrators in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The proceedings shall be conducted in English.

 

21.3 The validity, performance, construction, and effect of this Agreement shall be hoverned by the substantial laws of the Country.

 

Article 22. non-Assignability

 

22.1 This Agreement and every covenant, terms and conditions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors, l77t neither this Agreement nor any rights hereunder shall be assignable directly or indirectly by any Party without the prior written consent of the other Party except for an assignment to an Affiliate in accordance with Article 6 hereof.

 

Article 23. Expenses and Enforcement Costa

 

23.1 Each Party shall bear its own attorney fees and other expenses incurred to obtain the Government Approval for the establishment of this Joint venture.

 

23.2 Each of the Parties agrees to pay and discharge all reasonable costs,attorney fees and expenses (including but not limited to the costs of arbitration and litigation) that are incurred by the other Party in enforcing the terms and conditions of this Agreement, provided that such other Party shall substantially prevail in such proceedings.

 

Article 24. Implementation of the Agreement24.1 Each of the Parties undertakes to carry out this Agreement in good faith and to respect the spirit as well as the letter of its provisions.

 

24.2 Each Party warrants and represents to the other Party that it has no outstanding commitments or obligations, contractual or otherwise, which would in any way Impede its ability and right to enter into this Agreement and/or fulfill any and of its obligations hereunder, or which would in any way Impede the ability and right of the Company to enter into the Related Agreements and/or fulfill any and all of the Company's obligations thereunder, and that all necessary corporate approvals required in order to enter into this Agreement and carry out the transactions contemplated hereby have been obtained.

 

24.3 Each Party agrees to hold the other Party harmless from and to indemnify the other Party against any and liabilities, losses, costs, damages, finder's fees, commissions and expenses which the other Party may sustain by reason of the breach of any warranties set forth in this Agreement.

 

24.4 The Parties agree to enter into and execute any and all such further agreements, documents and the like, including but not limited to the Related Agreements, as may be necessary to carry out the purposes of this Agreement.

 

Article 25. Additional Responsibilities of the Parties

 

The Parties shall be respectively responsible for fulfilling the following duties and responsibilities with respect to the Company :

 

25.1 Party A shall be responsible for the following matters :

 

(a) to provide needed technical personnel for the installation and testing of the equipment and trial production of the Products, as well as the technical personnel for the production and inspection of the Products, subject to the terms and conditions to be stipulated in the License Agreement ; and

 

(b) to train the technical personnel, staff and workers of the Company subject to the terms and conditions to be stipulated in the License Agreement : and

 

(c) to assist the Company in the. purchase of equipments and materials under the Sales Agreement.

 

25.2 Party B shall be responsible for the following matters :

 

(a) to conduct an application for approval, registration, business license and other matters concerning the establishment of the Company to the relevant government agencies in charge in the Country ; and

 

(b) to obtain the land and buildings for the Company ; and

 

(c) to assist the Company in purchasing or leasing equipments, materials, raw materials, articles for official use, means for transportation and communication facilities, etc. ; and

 

(d) to assist the Company in , recruiting management personnel, technicians, workers and other personnel needed : and

 

(e) to assist foreign workers and staff in applying for their entry visas, work permits and processing their travelling matters : and

 

(f) to assist the Company in obtaining loan facilities from bank.

 

Article 26. Notice

 

26.1 Unless otherwise specified, any notice under this Agreement shall be in writing, and may be sent by registered a airmail or telex or telefax or delivery by hand against receipt or by court bailiff to the other Party at the addresses or telex or telefax numbers as specified hereafter (or such other address or telex or telefax numbers as shall be specified by any Party via notice pursuant to this Section) ,and shall be deemed to have been received by the other Party within fifteen(15) days of dispatch if by registered airmail or within twenty four(24) hours of dispatch if by telex or telefax or on the day of delivery by hand.

 

If to Party A :

 

Address : (Yoldo-Dong, Youngdungpo-Gu, Seoul 150-721

 

The Republic of Korea

 

Telex :

 

Telefax : (82)-2-

 

If to Party B :

 

Address :

 

Telex  :

 

Telefax :

 

Article 27. Government Approval

 

27.1 Party B shall have the responsibility for obtaining the Country's Government Approval of this Agreement and/or the Related Agreements. Party B shall keep Party A fully informed as to the status of such approval procedures. Party A may, at its own expense, participate in such procedures to the extent legally permissible. Party B shall provide Party A with copies of all correspondences and documents transmitted to and received from the governmental authorities relating to such approval. If the Country's Government Approval is conditioned upon changes in the terms and conditions of this Agreement or the Related Agreements, such changes shall be effective only if accompanied by a formal amendment hereto executed by the Parties. Party B shall advise Party A immediately when Party B believes that Party B has secured adequate Government Approval of the Country and shall transmit to Party A a copy of any government documents received by Party B indicating the date of such Government Approval of the Country and the terms and conditions thereof.

 

27.2 Party A shall have the responsibility for obtaining the Korean Government Approval of this Agreement and/or the Related Agreements. Party A shall keep Party B fully informed as to the status of such approval procedures.

 

27.3 If after the Effective Date hereof any of further Government Approval is required under the laws or regulations, or other legal authority of the Country and/or the Republic of Korea, it shall be the responsibility of Party B or Party A respectively to obtain such approval at its own expense. Any Party (the "Furnishing Party")shall keep the other Party (the "Receiving Party" ) fully informed as to the status of such approval procedures to the extent legally permissible. The Furnishing Party shall provide the Receiving Party with copies of all correspondences and documents transmitted to and received from the governmental authorities relating to such approval.

 

Article 28. affective Date

 

28.1 This Agreement shall come into effect with respect to Articles 1, 2,3 and 13 through 29 (inclusive) upon the date of execution of this Agreement. Further, Article 12 shall be effective from the registration date of the Company in the Country.

 

28.2 The provisions of this Agreement not referred to in this Article shall not enter into effect until Government Approval of this Agreement is obtained and acceptance of such has been confirmed in writing by the Parties.

 

Article 29. Miscellaneous

 

29.1 This Agreement is written in the English language and executed in two(2) counterparts, each of which shall be deemed an original.

 

The English version of this Agreement shall prevail over any translation thereof.

 

29.2 This Agreement supersedes all previous representations, understandings, or agreements, oral or written, between the Parties with respect to the entire understanding of the Parties as to the terms and conditions of their relationship.

 

29.3 Terms and conditions Included herein may not be contradicted by evidences of any and/or all prior oral or written agreement(5) or of any contemporaneous oral agreement.

 

29.4 No changes, alterations or modifications hereof shall be effective unless they are in writing and are signed by the authorized representatives of all Parties and, if required, until they have received the Government Approval.

 

29.5 Headings of Articles herein are only for convenience and do not substantively affect the construction of the terms and/or conditions of this Agreement.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers duly authorized as of the date first hereinabove written.

 

(Party A)  (Party B)

 

( ) ( )

 

By :                                                  By :

 

Name : Name : Title :