c55301_ex10-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







  Exhibit 10.1 


  DISTRIBUTORSHIP AGREEMENT 


  This Agreement is made and entered into this 1st day
  of March 2008, by and between SAMSUNG ELECTRONICS HONG KONG CO., LTD. a corporation
  duly organized and existing under the laws of the Hong Kong SAR with its place
  of business at Hong Kong 43/F-45/F, Two Int’l Finance
Centre, 8 Finance Street, Central (hereinafter referred to as “SAMSUNG”)
and ATLANTIC COMPONENTS LIMITED, a corporation duly organized and existing under the laws of HONG KONG with its principal place of business at B24-27, 1/F., BLOCK B, PROFICIENT INDUSTRIAL
CENTRE, 6 WANG KWUN RD., KOWLOON BAY, KOWLOON (hereinafter
referred to as “DISTRIBUTOR”) 


  WITNESSTH 


  WHEREAS: 


  1. SAMSUNG is a company specialized in marketing and sales of certain devices in the field of semiconductor integrated circuits and products; and 


  2. DISTRIBUTOR is a company specialized in the distribution of the semiconductor integrated circuits and products; and 


  3. SAMSUNG hereby grants DISTRIBUTOR certain distributorship for its Products in the Territory (as defined hereinafter) and DISTRIBUTOR accepts and performs such distributorship under the
terms and conditions of this Agreement. 


  NOW, THEREFORE, for and in consideration of the mutual premises, covenants and conditions hereunder set forth, it is agreed between the parties as follows: 


  Article 1. Definition 


		
	1.1.	
      “Agreement” shall
    mean this present document and all Exhibit(s) attached hereto and/or herein as to be attached after execution of this document under the	mutual written consent of the Parties.
	 	 
	1.2.	
      “Confidential Information” shall
      mean all business, marketing and technical information a Party receives from the other Party in the course of performing this
      Agreement, and clearly and conspicuously marked as being “Confidential Information”.
    If disclosed orally, it will be reduced to writing thirty (30) days after such disclosure.
	 	 
	1.3.	
      “Products
    shall mean any product(s) expressly set forth in Appendix A. 
	 	 
	1.4. 	
      “Territory” shall
mean any the place where DISTRIBUTOR retains the right to market and/or sell
the 
	 	 






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	   	 Products to the Customers within Hong Kong Special Administrative Region and
Republic of China.
	 	 
	
      1.5. 	
      “Customer” or “Customers” shall
      mean individual, partnership, firm, association, government or any other
      organization, within the Territory, which purchases Products, (i) other
    than for resale, or (ii) for use in products manufactured by such Customer.
	 	 
	1.6.	“SAMSUNG Trademarks” shall
      mean any trademarks, trade names, slogans, labels, logo and other identifying
      symbols whether registered or not in the REPUBLIC OF KOREA or Territory
      as are developed and used worldwide by SAMSUNG in connection with any Products
    to be sold by DISTRIBUTOR in the Territory pursuant to this Agreement. 
	 	 
	1.7.	“Order” or “Orders” shall mean an order from DISTRIBUTOR or a Customer
solicited by DISTRIBUTOR for a definite amount of Products at a specified price and a
delivery schedule of less than one (1) year. The term “Order” shall
not include letters of intent, memoranda of intent or understanding, volume purchase
agreements, blanket purchase agreements, orders with a delivery schedule of greater
than one (1) year, or similar documents.






  Article 2. DISTRIBUTORSHIP 

		
	2.1	SAMSUNG appoints DISTRIBUTOR
on a non-exclusive basis as its distributor to
solicit the Orders and/or distribute the Products in the Territory and DISTRIBUTOR
hereby accepts such appointment by SAMSUNG upon the terms and conditions hereinafter set
forth.
	 	 
	2.2	
      SAMSUNG shall have
the rights, at its sole discretion, to sell, transfer or otherwise
dispose of the Products to any Customer other than DISTRIBUTOR in the Territory.
	 	 
	2.3	
      DISTRIBUTOR shall
perform the distribution and sales of products only in the
Territory set out in Appendix A. 
	 	 
	2.4	
      DISTRIBUTOR may market
and sell the products of other manufacturers and render
service related to such products unless such activity shall not results in DISTRIBUTOR
being unable to fulfill its obligations under this Agreement. However, DISTRIBUTOR
shall not purchase and deals in from any other Korean manufacturers during the term of
this Agreement.
	 	 
	2.5	
      DISTRIBUTOR shall
meet the sales targets established and provided by SAMSUNG
from time to time. 
	 	 
	2.6	
      SAMSUNG
      reserves the right to make sales on its own behalf with any Customer in
    the Territory. 






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  Article 3. Relationship of Parties 


  It is expressly agreed that the relationship hereby established is that of buyer and seller and/or solicitor and seller. In all its business transactions, DISTRIBUTOR at all times shall act
for its own account and shall have no power or authority to assume, create or make any binding obligation or to make any representation, commitment, guaranty or warranty on behalf of SAMSUNG with respect to any products or otherwise, and shall be in
no way legal representative of SAMSUNG for any purpose whatsoever. 




  Article 4. Individual Contract 

		
	4.1	
      Each
      individual contract under this Agreement shall be subject to this Agreement
      but such contract shall be concluded and carried out by SAMSUNG’s
      sales note or confirmation which shall set forth the term, conditions,
      rights and obligations of the parties hereto arising from or in relation
      to or in connection with such contract except those stipulated in this
    Agreement.
	 	 	
	4.2	
      No orders for the
Products placed by DISTRIBUTOR to SAMSUNG shall be binding
unless and until accepted by SAMSUNG. 
	 	 	
	4.3	
      SAMSUNG shall use
its best efforts to accept any reasonable orders for the Products
placed by DISTRIBUTOR, except as 
	 	 
	 	
      (i) the Products are not available enough to fill any order placed by DISTRIBUTOR or
other Customers, 
	 	 
	 	
      (ii) SAMSUNG discontinues the manufacture or sale of the Products ordered at the time
the order is received. 






  Article 5. Compensation to DISTRIBUTOR 

		
	
      5.1 	
      SAMSUNG’s sole competition for DISTRIBUTOR’s
      sales activities shall be commission payable by SAMSUNG pursuant to the
      terms and conditions of this Agreement. DISTRIBUTOR shall have no right
      to receive any other compensation from SAMSUNG for services rendered or
      any expenses incurred by DISTRIBUTOR except commissions hereunder, and
      DISTRIBUTOR shall have no right to get any other sales profit from Customer
    and SAMSUNG excluding commission payable by SAMSUNG.
	 	 
	
      5.2	
      SAMSUNG
      shall pay to DISTRIBUTOR commission in US$ currency. The
compensation shall be paid on a pro-rata basis corresponding to the Customers’
payment to SAMSUNG. The compensation to DISTRIBUTOR shall be paid
based upon the commission rate specified in Appendix C.






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	5.3	
      Taxes
      (To be stated) – In the event, Samsung shall not be liable for any
      local income or similar tax, tax arising out of the payment or wire transfer
      cost of any kind. DISTRIBUTOR agrees to pay, and to indemnify and hold
    Samsung harmless from such taxes levied hereunder.
	 	 	
	5.4	
      The payee is as follows: 
	 	
      Attention: Atlantic Component Ltd. 
	 	
      Account number: 024-235-082161-201 (USD) 
	 	
      Bank name: Hang Seng Bank Ltd. 
	 	
      Bank Address: P18, Telford Gardens, Kowloon Bay, Kowloon, Hong Kong 






  Article 6. HOUSE ACCOUNTS 


  “HOUSE ACCOUNT” means an Customer which is the sole responsibilities of SAMSUNG’s direct sales force. SAMSUNG may classify any Customer as a “HOUSE ACCOUNT”. SAMSUNG
may, at its sole discretion and upon written notice to DISTRIBUTOR, name additional “HOUSE ACCOUNTS” regardless whether DISTRIBUTOR was responsible for the origination of HOUSE ACCOUNT or the services performed by DISTRIBUTOR with respect
to such HOUSE ACCOUNT. The list of all customers which SAMSUNG deems to be “HOUSE ACCOUNT” as
of the effective date of this agreement is written on the Appendix B. 



  Article 7. Price 

		
	7.1 	
      SAMSUNG
      will supply DISTRIBUTOR with the price list from time to time. All  price
      lists are to be considered as guidelines, but DISTRIBUTOR shall sincerely
      observe  the price lists.
	 	 	
	7.2	
      DISTRIBUTOR
      shall not change the price list without the prior written consent of
SAMSUNG. The change of such price list shall be made at SAMSUNG’s sole discretion.
	 	 	
	7.3	
      The prices for orders
received and acknowledged by SAMSUNG prior to a change in
price and shipped after the effective date of such change shall be in accordance with the
prices in effect at the time of the order. 






  Article 8. Payment 


  Payment term: O/A 30 days:

Unless
  otherwise agreed, Distributor shall t/t money into SAMSUNG’s designate
  bank account before or 




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  on the
  due date. If DISTRIBUTOR fails to do this, SAMSUNG shall have the option to
  hold the Products for DISTRIBUTOR’s account and risk, and/or canceling the remaining contract and
claiming for damages caused by DISTRIBUTOR’s default. 


  Payments
  for the products shall be made in US$ Currency. 


  If customer cannot make the payment for sales invoices on time, SAMSUNG has the right to deduct the sales commission as per the deduction table in appendix D. But this is not meant that
DISTRIBUTOR can change the payment term as DISTRIBUTOR likes without SAMSUNG approval. 



  Article 9. Credit Worthiness 


  SAMSUNG
  reserves the right, without prejudice to any other remedy of SAMSUNG, either
  to terminate this Agreement or to suspend further deliveries in the event DISTRIBUTOR
  fails to pay for any shipment when it becomes due. Should DISTRIBUTOR’s
  financial situation become unsatisfactory to SAMSUNG, cash payment or satisfactory
  security may be required by SAMSUNG for future deliveries and for Products
  already delivered. 



  Article 10. Promotion and Advertising 


  Neither
  Party shall use without prior written consent the other Party’s name
  or trademark as such and/or use the same in connection with any advertisement
  or sales literature and/or that this Agreement between Samsung and DISTRIBUTOR
  has been concluded. Either Party shall get the prior written approval from
  the other Party before any press and/or news release. 



  Article 11. Confidential Information 

		
	11.1. 	
      Samsung and DISTRIBUTOR undertake that all Confidential Information will
      be used solely in connection with the Development and for no other purpose.
      Confidential Information may include the third party’s information
      and shall not include the information that (a) is or later becomes publicly
      available (through no fault of the receiving Party without breach of this
      Agreement); (b) is independently developed by the receiving Party; (c)
      the receiving Party lawfully obtains from any third party without restrictions
      on use or disclosure; or (d) is required to be disclosed pursuant to a
      court order, provided, however, that prior written notice shall be first
      given to the disclosing Party. Samsung and AAA further undertake not to
      disclose or allow disclosure Confidential Information to any third party
      and to make available Confidential Information to such of its personnel
    only as have a clear need-to-know.






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      11.2	
      For a period of five (5) years after each disclosure, Samsung and DISTRIBUTOR
shall maintain in confidence and shall not disclose to any person not a party hereto,
nor shall the Parties use or exploit in any way without a written consent by the
disclosing Party, any Confidential Information. The receiving Party shall use the
same degree of care to avoid unauthorized disclosure or use of the Confidential
Information as it uses in respect of its own information of like importance but in
no case less than a reasonable degree of care. Samsung and DISTRIBUTOR will
return all Confidential Information and any copies thereof, capable of being
returned, immediately upon first written request due to termination or expiration of
the Agreement or will destroy same as confirmed by validated notice in writing.
	 	
	
      Article 12. Limitation of Liability 
	 	
	
      12.1 	
      DISTRIBUTOR
      shall examine each Products shipped to DISTRIBUTOR for any damage, defects
      or shortage. All claims, including for the alleged damaged, defect, shortage,
      negligence or any other cause whatsoever, shall be deemed waived by DISTRIBUTOR
      unless such notice is made in writing to and received by SAMSUNG within
      sixty (60) days after DISTRIBUTOR’s receipt of the Products
or within thirty (30) days after DISTRIBUTOR learns of the facts giving rise to the
claim, whichever occurs first. DISTRIBUTOR’s exclusive remedy and
SAMSUNG’s sole and exclusive liability shall be the repair or replacement of such
Products or (at SAMSUNG’s sole option) the issuing of credit therefor.
	 	
	
      12.2 	
      In
      no event shall SAMSUNG be liable for any slow moving of Products whether
      it result from DISTRIBUTOR’s failing in forecast or any other reasons.
Notwithstanding the foregoing, except Article (CONFIDENTIAL
INFORMATION, WARRANTY AND INDEMNIFICATION), IN NO EVENT
SHALL SAMSUNG BE LIABLE TO THE DISTRIBUTOR OR TO ANY THIRD
PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR OTHER
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. WHETHER
DISTRIBUTOR’S CLAIM IS FOR BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE OR OTHERWISE.
	 	
	
      Article 13. Trademark
	 	
	
      13.1	
      SAMSUNG authorizes DISTRIBUTOR to use SAMSUNG Trademarks in the
Territory during the term of this Agreement for the sole purpose of solicitation and
distribution of the Products. DISTRIBUTOR accepts and agrees not to use
SAMSUNG Trademarks for any other purpose and to use them only in such
manner as to preserve at all times all rights of SAMSUNG. DISTRIBUTOR agrees
that it will not alter or remove any SAMSUNG Trademarks on the Products sold
under this






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	 		Agreement. DISTRIBUTOR shall not authorize third parties except its dealers to
use SAMSUNG Trademarks any such attempted authorization shall be void.
	 	
	
      13.2 	
      In
      case DISTRIBUTOR have found that SAMSUNG’s Trademarks, patents,
copyright or other industrial property rights are infringed upon by the third
party(s), DISTRIBUTOR shall promptly inform SAMSUNG of such infringement
which comes to its notice and assist SAMSUNG in taking steps necessary to
protect SAMSUNG’s right effectively.
	 	
	
      13.3 	
      Whether
      in SAMSUNG’S country or in any other places, SAMSUNG shall not be
       responsible for any infringement with regards to patents, utility-models,
      trademarks, designs or copyrights of DISTRIBUTOR or any 3rd party. In case
      any dispute and/or claim arise in connection with the above right or rights,
      SAMSUNG shall reserve every and all rights to cancel, make this Agreement
      null and void at its discretion and hold itself free from any liability
    arising therefrom.
	 	
	
      Article 14. Force Majeure 
	 	
	 		
      Neither SAMSUNG nor DISTRIBUTOR shall be responsible for any failure to
company with the terms of this Agreement, or for any delay in performance of or
failure to perform under any sales transaction between the parties contemplated in
this Agreement during such period when such failure or delay is directly or
indirectly caused by or in any manner arises or results from events of FORCE
MAJEURE beyond the control of the party sought to be charged. These events
shall include, but not be restricted to, fire, flood, earthquake, accident, civil
disturbance, war, inability to secure necessary materials, parts or components,
delay or failure in performance or any branch or agency thereof.
	 	
	
      Article 15. Term
	 	
	
      15.1 	
      This
      Agreement is effective as of the 1st day of March 2008 and shall continue
      to expire on the 28th day of February 2009
(hereinafter “Agreement Period”) unless
terminated earlier pursuant to this agreement.
	 	
	
      15.2 	
      After
      the “Agreement Period”, without written renewal notice from SAMSUNG
      to DISTRIBUTOR by the 28th day of February 2009, this Agreement shall be
    terminated automatically. 
	 	
	
      Article 16. Termination 
	 	
	
      16.1 	
      Either party may forthwith terminate this Agreement by giving a written notice of
termination to the other party; 






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      a) if the other party becomes insolvent or a petition in bankruptcy, for corporate
reorganization or for any similar relief is filed by or against the other party, or a
receiver is appointed with respect to any of the assets of the other party, or
liquidation proceeding is commenced by or against the other party; or
	 	
	 		
      b) if the whole or an important party of the business of the other party is
transferred to a third party by agreement, other of court or otherwise; or
	 	
	 		
      c) if the other party defaults in payment for the Products or otherwise breaches any
of the provisions of this Agreement and does not make the payment or remedy the
default within sixty (60) days after a written notice is given by requesting party to
make the payment or remedy the default.
	 	
	
      16.2	
      If
      DISTRIBUTOR is in breach of this Agreement, SAMSUNG may notify DISTRIBUTOR
      of such breach and of SAMSUNG’s intention to terminate this
Agreement at the end of thirty (30) days from the date of notice. If such breach has
not been corrected to SAMSUNG’s satisfaction within said thirty (30) days,
this Agreement shall automatically, without prejudice to any other remedy of
SAMSUNG, be terminated at the end of said (30) days without further notice to
DISTRIBUTOR. Examples of breach including, but not limited to examples set forth
below are as follows: in case that DISTRIBUTOR
	 	
	 		
      a)
      sells the Products supplied by SAMSUNG to Customers out of the Territory
    without SAMSUNG’s prior written consent; 
	 	
	 		
      b) fails to observe the price list given by SAMSUNG or disturbing the market
price; 
	 	
	 		
      c) notably fails to achieve the sales targets established and provided by
SAMSUNG; or 
	 	
	 		
      d) fails to promote or does not intend to promote Products in accordance with the
sales strategy provided by SAMSUNG from time to time. 
	 	
	 		
      e) fails to annually meet, or pass the level of standard established by SAMSUNG.
	 	
	
      16.3 	
      Upon
      expiration or termination of this Agreement, SAMSUNG may, at its option,
      cancel any or all unfilled orders, and SAMSUNG reserves the right to repurchase
      from DISTRIBUTOR any or all the Products unsold by DISTRIBUTOR at SAMSUNG’s
    sole discretion.
	 	
	
      16.4 	
      Expiration or termination of this Agreement shall not operate to discharge or
relieve any party of any obligations vested pursuant to this Agreement prior to the
effective date thereof, or modify the effectiveness of any obligations and
provisions which are intended by the parties to survive the expiration or
termination of this Agreement.






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    Article 17. Notice 
	 	 	
	 	
      Any notice made in connection with this Agreement or performance thereunder
shall be sent to the addresses first above written, or such other addresses as the
parties may notify each other from time to time, by a registered air mail. When the
letter is dispatched as provided for above, the notice should be deemed to made
when the letter arrives at the addressee.
	 	 	
	
    Article 18. Arbitration 
	 	 	
	 	
      Any and all disputes arising from or in connection with this Agreement or a
transaction conducted this Agreement shall be settled by mutual consultation
between parties in good faith as promptly as possible. But in event of failure in an
amicable settlement, it shall be settled by the arbitration in accordance with the
laws of Hong Kong. The award of the arbitration shall be final and binding upon
the parties.
	 	 	
	
    Article 19. Governing Law 
	 	 	
	 	
      This Agreement shall be interpreted and construed in accordance with the Laws of
Hong Kong.
	 	 	
	
    Article 20. Assignment 
	 	 	
	 	
      Neither party shall assign, pledge or otherwise dispose of its right or delegate its
duty under this Agreement without a prior written consent of the other party.
	 	 	
	
    Article 21. Waiver 
	 	 	
	 	
      If
      either Party fails to perform any of its obligations hereunder and the
      other Party fails to enforce the provisions relating thereto, such Party’s
      failure to enforce the Agreement shall not prevent its later enforcement
      nor shall the waiver by either Party of any provision hereof be taken or
    held to be a waiver of the provisions themselves.
	 	 	
	
    Article 22. Amendment 
	 	 	
	 	
      No modification or amendment of this Agreement shall be binding upon either
Party unless made in writing and executed by an authorized representative of each
Party to this Agreement.






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    Article 23. Entire Agreement 
	 	 	
	 	
      This Agreement including, but not limited to the appendix attached hereto constitutes
the entire agreement between the Parties hereto relating to the subject matter and
supersedes any and all prior oral and written negotiations, commitment,
understandings, agreements and contracts between the parties.






  IN WITNESS WHEREOF, the parties hereto have caused there duly authorized representatives to execute this Agreement as of the day and year first above written. 

					
	 	
      SAMSUNG 	 		 	
      DISTRIBUTOR 
	 	
	 	
	 	
	 	
	BY 	/s/
	    MR. JAE WOO KIM 	 	 		BY	/s/
	    Mr. Yang Chung Lun	 
	
    MR. JAE WOO KIM 	 		
      Mr. Yang Chung Lun 
	
    Title: President 	 		
      Title: Chairman 
	 	
	
    DATE 	 		
      DATE 






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