TECHNOLOGY RESEARCH AND DEVELOPMENT ALLOWANCE AGREEMENT between Taiwan Kolin Company Limited and Syntax Groups CorporationDevelopment Agreement |
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EXHIBIT 10.60
TECHNOLOGY RESEARCH AND DEVELOPMENT
ALLOWANCE AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
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PARTIES |
This Agreement
(“Agreement”) is made and entered into, by and between Taiwan Kolin
Company Limited, incorporated in Taiwan, whose registered office is at 11/F
No. 86, Section 1, Chung Ching South Road, Taipei, Taiwan (the
“Manufacturer”), and Syntax Groups Corporation, incorporated in the
State of California, the United States of America, whose registered office is
at 20480 East Business Parkway, City of Industry, CA91789, U.S.A.
(“Syntax”).
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RECITALS |
WHEREAS, Syntax designs
various consumer electronic-related Products (as hereafter defined) for
manufacture and distribution under and in connection with the trademarks and
trade name, inter alia, ÖLEVIA; and
WHEREAS, Manufacturer is a
designer and manufacturer of Liquid Crystal Display (LCD) and Liquid
Crystal On Silicon (LCOS) televisions and has in place the necessary
facilities, permits, licenses and financing to satisfy Syntax’s
requirements for such LCD and LCOS Products.
Pursuant to the Manufacturing
Agreement dated March 9, 2004, Syntax has appointed the Manufacturer to
manufacture the products in the consumer electronic field, which includes but not
limited to the LCD/ LCOS TV product line. Currently, the Manufacturer is
manufacturing 20,” 27” and 30” LCD TVs for Syntax and shall
expand the product line to other sizes of LCD TV and LCOS TV from time to time
agreed by both parties (the “Products”).
Following the execution of
the Manufacturing Agreement, the research and development (R&D) teams of
both parties have regularly conducted R&D meetings to exchange latest
technological information and designs. To facilitate the R&D facilities and
know-how provided by Syntax, the Manufacturer wishes to offer Syntax a
technology research and development allowance (the
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of 4
“Allowance”) for
the compensation of the utilization of such facilities and know-how.
NOW, THEREFORE, in
consideration of the mutual benefits to be derived from this Agreement, the
receipt and sufficiency of which are hereto hereby agree as follows:
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VOLUME
INCENTIVE PROGRAM |
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3.1. |
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The
Manufacturer agrees to pay the Allowance to Syntax, the calculation of which
shall be 3% of each monthly shipment of the Products. |
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3.2. |
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Syntax shall
prepare a quarterly shipment report to specify the shipment of the Products
covering the last three months period and the total amount of the Allowance,
and submit the report to the Manufacturer for verification and confirmation. |
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3.3. |
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Upon
confirmation of the Allowance agreed by both parties, the Manufacturer shall
settle the Allowance at the beginning of the following quarter by issuing a
credit memorandum which shall be applied to off-set the total outstanding
account payable owed to the Manufacturer by Syntax. |
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EXECUTION |
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4.1. |
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Upon execution
of this Agreement: |
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4.1.1 |
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This Agreement
will be in full force from March 9, 2004 with continued executions till
the end of business relationship between the Manufacturer and Syntax with
90 days advance notice by either party. |
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4.1.2 |
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Such other and
further documents as may be reasonably required to cause and effect the
transaction contemplat
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