EX-10.12






Exhibit 10.12




DISTRIBUTION AGREEMENT




	 	 	 
	 
	 	 
	Effective Date: September 3, 2010

	 	Term:     This Agreement shall continue in
effect until terminated by Supplier or
Distributor.

	 
	 	 
	Supplier:          RDA Technologies Limited.

	 	Distributor:    China Achieve Limited
	 
	 	 
	Products:         All IC Products
	 	 
	 
	 	 





     As of the Effective Date of this Agreement, Supplier appoints Distributor and Distributor
agrees to perform as a non-exclusive, authorized distributor of all products offered by Supplier
for sale through distribution, including but not limited to those listed above, in accordance with
the terms and conditions set forth in the following attachments:




	 	•	 	Agreement Provisions
	 
	 	•	 	Territory Term Sheet(s)
	 
	 	•	 	Supplier’s Standard Warranties





	 	 	 
	 
	 	 
	Supplier:

	 	Distributor:
	 
	 	 
	By: /s/ Vincent Tai

	 	By: /s/ China Achieve Limited
	 
	 	 
	Name: Vincent Tai

	 	Name: Max Liu
	 
	 	 
	Title: CEO

	 	Title: G.M






 









 






AGREEMENT PROVISIONS



1.     RESPONSIBILITIES OF DISTRIBUTOR Distributor will use its reasonable best efforts to (i) promote
the distribution of products, (ii) provide timely delivery of products to Distributor’s customers,
and (iii) participate in such training programs as may be offered by Supplier.



2.     RESPONSIBILITIES
OF SUPPLIER Supplier will i) furnish Distributor with current price and product
information via email in mutually agreed upon format together with all available component
parametric information including, but not limited to, part description, active status, and all key
performance attributes, as may be necessary and in a manner that will allow Distributor to supply
such information to Distributor’s customers; and ii) ensure that the products, as manufactured and
sold to Distributor, fully comply with all applicable laws, standards, codes and regulations.




3.     REPORTS AND AUDITS



Distributor Reports Distributor will send to Supplier, in a mutually agreeable format, (i) a stock
status report showing the month-end on-hand quantities of products by device type and warehouse
location no later than the 2nd working day after the end of each month and (ii) a point of sale
report showing product sales for the month by device type, customer, and sale price, for the
products and sales covered by the applicable Territory Term Sheet. No more than twice during any
year, upon reasonable prior notice, Supplier may (i) conduct a physical inventory count of products
in any stocking location (or, in automated facilities, observe cycle counts and related
methodology) or (ii) audit such business records, located at Distributor’s corporate headquarters,
as pertain solely to the purchase of products hereunder during any such year.




4.     ORDERS; DELIVERY; RESCHEDULING;CANCELLATION




        a.     Orders, Rescheduling and Cancellation Supplier will acknowledge each Distributor purchase
order, in writing, within five working days of receipt thereof and will confirm the requested
shipment date or specify an alternative shipment date (“Acknowledged Shipment Date”). Unless PO is
specifically stated as non-cancellable PO, distributor may, on at least thirty (30) days prior with
written notice, cancel any order without cost or penalty. Distributor may, on at least fifteen (15)
days prior written notice reschedule the Acknowledged Shipment Date of any order without cost or
penalty. The rescheduled shipment date cannot be more than 60 days from the first original
Acknoledgement Shipment Date.



        b.     Shipping and Packing All shipments from the point at which the obligation to pay freight
and the risk of loss pass from Supplier to Distributor will be adhere to shipping terms in the
Territory Terms Sheet.



        c.     Distributor’s Acceptance Distributor’s acceptance of an order will occur upon its receipt
of the products unless Distributor notifies Supplier that the products are defective or do not
conform to the Supplier’s applicable warranty, the terms of this Agreement, or Distributor’s order.
Distributor will use its reasonable best efforts to provide such notice within 7 days of its
receipt of the products.


5.     PRICES The prices for products will be as set forth by Suppliers. From time to time, when agreed
upon by Supplier, Distributor may sell products to its customer at below the Distributor’s cost. In
such case, Supplier will provide a rebate to Distributor that will cover the delta between
Distributor’s buying cost and selling price plus the appropriate margin.




        a.     Price Increases Prior to the effective date of a price increase, Distributor may order
products, requesting delivery within thirty days, at the prior (i.e., lower) price. Products
shipped under orders submitted by Distributor prior to the effective date of any price increase
will be shipped and invoiced at the price in effect at the time of order placement. Typically,
supplierwill inform, via written notice, email, or fax, distributor of any price increase 30 days
before effective day.



        b.     Price Decreases In the event Supplier decreases the price of any product, Distributor will
receive a credit equal to the difference between the price paid for the product by Distributor
(less any prior credits taken by Distributor on such product) and the new decreased price for the
product multiplied by the quantity of such product in Distributor’s inventory that were purchased
within the last six months, or in transit to Distributor, on the effective date of the decrease.
Distributor will submit to Supplier, within five days following the later of the effective date of
such price decrease or the date Distributor actually receives notice thereof, a list of the
products upon which such credit is due. All products shipped after the effective date of any price decrease will be shipped and invoiced at the price in effect at the time of
shipment.



        c.     Commission — Please refer to Appendix A for detail.



 









 





6.     RETURN OF PRODUCT




        a.     Any return of product, include but not limited to those that are quality related must be
done as freight prepaid and an Reurn Material Authorization number must be issued by Supplier
prior to the return.



        b.     Supplier shall bear the shipment fees to return defective goods to supplier and receive
replace. To save transaction overhed, distributor will issue debit note to supplier and deduct
from next payment from distributor to supplier.



7.     PRODUCT CHANGES




        a.     Obsolescence and Modification Supplier reserves the right, upon at least thirty days prior
written notice to Distributor, to (i) discontinue the manufacture or sale of, or otherwise render
or treat as obsolete, any product, (ii) modify the design or manufacture of any product so as to
preclude or limit Distributor’s sales of such product, or (iii) modify the status of any product so
as to limit Distributor’s right to return or obtain price protection for such product. Distributor
may, in its discretion, within thirty days of its receipt of such notice, notify Supplier in
writing of its intention to return any or all such products which remain in its inventory for a
credit equal to the net price paid by Distributor for such products. The products will be returned
within fifteen days of the date of Distributor’s receipt of Supplier’s return authorization.
Supplier will pay all freight and shipping charges in connection with any such returns. This return
right only apply to products purchased within six months of the notification date.


8.     WARRANTY The products will be covered by Supplier’s standard warranty. The warranty period will
begin with Distributor’s shipment to its customer, and the warranty will extend directly to
Distributor’s customer as if it had purchased the products directly from Supplier. Supplier will
pay (or refund the amount of) all freight and shipping charges for any defective products returned
under its warranty. Supplier will, at Distributor’s election, issue to Distributor a credit equal
to the net price paid by Distributor for any product returned under warranty.



9.     COMPLIANCE WITH LAWS Despite anything to the contrary contained in Supplier’s warranty or
elsewhere in this Agreement, Supplier will indemnify Distributor against, and hold it harmless
from, any cost, loss, damage or liability (including reasonable attorney’s fees) arising from or
related to Supplier’s conduct or the failure, or alleged failure, of the products, as manufactured
and sold to Distributor, to fully comply with all applicable laws, standards, codes, specifications
and regulations or to be suitable for resale or other distribution by Distributor as contemplated
by this Agreement. All warranty and indemnification provisions of this Agreement will survive the
termination hereof.



10.     INTELLECTUAL PROPERTY Supplier will indemnify, defend and otherwise hold harmless Distributor,
its affiliates and its customers from all cost, loss, damage or liability arising from any
proceeding or claim brought or asserted against Distributor, its affiliates or its customers, to
the extent such proceeding or claim is based on an allegation that the products, any part thereof,
or their distribution or use infringe any patent, copyright, trademark, trade secret, right in a
mask work, or any similar claim, if Distributor notifies Supplier of any such proceeding or claim
promptly after it becomes known and provides all the assistance and cooperation to Supplier that is
reasonably requested. Supplier will not be liable to Distributor under this paragraph to the extent
that any claim is based on a use for which the product or part was not designed, or an alteration
of the product by Distributor or at its direction which caused the infringement.




11.     TERM AND TERMINATION




        a.     Term This Agreement is effective once signed by both parties and until terminated in
accordance with the provisions of this paragraph. Either party may at any time terminate this
Agreement without cause and for its convenience by giving thirty days prior written notice to the
other. Supplier and Distributor represent that they have considered the making of expenditures in
preparing to perform under this Agreement. In that regard, both parties acknowledge that neither
party will in any way be liable to the other for any loss, expense or damage (including special,
consequential, or incidental damages) by reason of any termination of this Agreement without cause,
excepting only the then current value of equipment purchased or improvements made by either party
and dedicated to the products or services of such other party.



        b.     Events of Default Any of the following is a default under this Agreement:



                i)     the assignment of this Agreement by either party without the prior written consent of the
other party;



                ii)     either party’s failure to cure any breach of this Agreement within sixty days following
written notice thereof from the other (or, if not curable
within sixty days, if the cure is not commenced within that
period and thereafter diligently completed); and,



                iii)     the assignment by either party of its business for the benefit of creditors, or the
filing of a petition by either party under the Bankruptcy Code or any similar statute, or the filing of such a petition against either of them which is not discharged or stayed within



 









 







sixty days, or the appointment of a receiver or similar officer to take charge of either
party’s property, or any other act indicative of bankruptcy or insolvency.



        c.     Remedies upon Default In the event of either party’s default, the other party may terminate
this Agreement for cause by written notice and/or avail itself of any remedy available at law or
equity.



        d.     Return of Inventory In the event of the Supplier terminating this contact without cause,
Supplier will repurchase from Distributor any or all unsold products, that were shipped within the
last 180 days, designated by Distributor from its inventory at the price paid therefor by
Distributor, less any prior credits taken by Distributor on such products. If Distributor
terminates this Agreement without cause, or Supplier terminates it with cause, the price will be
reduced by a five percent handling charge and Distributor will pay all freight and shipping charges
(which otherwise will be paid by Supplier). In the event of any termination, Supplier will, at
Distributor’s request, honor any Distributor purchase order then outstanding.



        In the event of inventory return, Supplier will be required to accept only those products
which are in their original unopened packaging. No termination of this Agreement will affect any
obligation of either party to pay amounts due to the other hereunder.


12.     MARKETING COMMUNICATION From time to time, to assist Distributor in advertising and promoting
the products, Supplier will accrue into a cooperative marketing fund two percent of the net sales
dollars invoiced to Distributor each month percentage (or the amount specified on the applicable
Territory Term Sheet), to be used by Distributor for promotional efforts approved by both
Distributor and Supplier. The cooperative marketing fund accrual will expire after two months of
the quarter if the fund were not used by distributor. The spending of this fund must received prior
writtem approval from Supplier.



13.     NOTICES Any written notice required by this Agreement that relates to the addition, deletion or
modification of any product or to a change in the price of any product, must be delivered to
Distributor upon agreed upon method All other notices under this Agreement will be deemed given
when delivered by hand or deposited in the China Psotal services as certified mail, postage
prepaid, addressed to the president of either party at its then principal place of business and as
specified on the applicable Territory Term Sheet.



14.     TRADEMARKS This Agreement does not create, and neither party will have any right in, or to the
use of, any mark, name, style or logo of the other party. Distributor is, however, hereby granted a
nonexclusive right to use Supplier’s marks, names or logos to
identify itself as an authorized distributor of the products and for
advertising and promoting its services under this Agreement.



15.     CONFIDENTIAL INFORMATION Each party will receive and maintain in confidence all proprietary
information, trade secrets or other know-how belonging to the other (including but not limited to
knowledge of manufacturing or technical processes, financial and systems data, and customer
information) provided that any such information, secrets or know-how is expressly designated as
being confidential, except and to the extent that disclosure is required by law, regulation or
court order, or enters into the public domain through no fault of the party obligated to maintain
such confidentiality. Without limiting the foregoing, all material and information made known to
Supplier by Distributor pursuant to paragraph 4 of this Agreement is hereby designated as
confidential.



16.     AUTHORIZATION NOT UNREASONABLY WITHHELD Whenever any consent, action or authorization is
required or requested of either party hereunder, it will not be unreasonably withheld or delayed.



17.     FORCE MAJEURE Neither party will bear any liability to the other for any failure or delay to
the extent that it results from acts of God, labor difficulties, inability to obtain materials or
any other cause beyond such party’s reasonable control.



18.     RELATIONSHIP OF PARTIES The parties are independent contractors, each in full control of its
business. Under no circumstances will either party have the right or authority to act or make any
commitment on behalf of or bind the other or represent the other as its agent in any way.



19.     PUBLICITY This Agreement is confidential within the meaning of paragraph 15. Except as required
by law, no press release or other like publicity regarding the relationship between Distributor and
Supplier, this Agreement or its termination will be made without the other party’s prior approval.



20.     INTELLECTUAL PROPERTY RIGHTS Supplier warrants that it is the owner or licensee of all
intellectual property provided to Distributor under this Agreement (whether or not included or
embedded in any other product), and has the authority to permit Distributor to use or resell or
sublicense that property to third parties. Distributor will not resell or sublicense the
intellectual property without the license agreement provided by Supplier for that purpose and will
advise Supplier of any known breach of the terms thereof.




21.     LIMITATION OF LIABILITY




 









 








        a.     EXCEPT FOR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER FOR BREACH OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, CLAIMS OF RELIANCE OR OTHERWISE, FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES, TO THE FULL
EXTENT SUCH MAY BE DISCLAIMED BY LAW.



        b.     The Parties acknowledge the laws of certain non-U.S. jurisdictions may restrict
Distributor’s ability to limit its liability with its customers. For example, certain non-U.S.
jurisdictions may not enforce a waiver of special, incidental or consequential damages, or a
disclaimer of implied warranties. In the sale of Products, Distributor will use commercially
reasonable efforts to establish contracts with all its customers that achieve enforceability of
such limitations of liability. If, despite such efforts, a customer of Distributor asserts a claim
in a non-U.S. court that refuses to enforce the limitations of liability, Supplier agrees that with
respect to that claim, the limitations of liability of Supplier will be limited to the same extent
that Distributor’s limitations of liability are limited.



22.     GENERAL




        a.     Entire
Agreement This Agreement supersedes all prior communications or understandings
between Distributor and Supplier and constitutes the entire agreement between the parties with
respect to the matters covered herein. In the event of a conflict or inconsistency between the
terms of this Agreement and those of any order, quotation, acknowledgment or other communication
from one party to the other, the terms of this Agreement will be controlling.



        b.     Amendment This Agreement cannot be changed in any way except by a writing signed by the
party against which the enforcement of the change is sought.



        c.     Governing Law This Agreement is made in, governed by, and will be construed solely in
accordance with, the laws of Hong Kong.



        d.     Reformation In the event any provision of this Agreement is held to be invalid or
unenforceable for any reason, such invalidity or unenforceability will attach only to such
provision and will not affect or render invalid or unenforceable any other provision of this
Agreement. Any such provision may be reformed by a court of competent jurisdiction so as to render
the same valid or enforceable while most nearly effectuating the intent of the parties.



        e.     Assignment Neither party has the right to assign this Agreement in whole or in part without
the prior written consent of the other except to another corporation wholly-owned by or under
common control with it. For purposes hereof, an assignment includes, without limitation, a merger,
sale of assets or business, or other transfer of control by operation of law or otherwise.



 









 





TERRITORY TERM SHEET

to the

Distribution Agreement

Between




 






and




	 	 	 
	 
	 	 
	Company Name(s)

	 	Primary Territory
	 
	 	 
	China Achieve Limited

	 	HK/CHINA
	 
	 	 
	Payment Terms

	 	Shipping Terms
	 
	 	 
	Net 30

	 	CIF HK
	 
	 	 
	Currency

	 	Required Reports
	 
	 	 
	US Dollars

	 	Monthly point of sale and inventory reports
	 
	 	 
	Supplier Address for Notices

	 	Distributor Address for Notices
	 
	 	 
	Room 302, Building 2,

	 	Flat A 25/F Kin Ga Industrial Building
	690 Bibo Road, Pudong,

	 	9 San On Street,Tuen Mun,N.T.Hong Kong.
	Shanghai, China 201203
	 	 
	 
	 	 





	 	 	 	 	 	 	 	 
	By:

	 	/s/ Vincent Tai
	 	By:
	 	China Achieve Limite
	 

	 	 
	 	 	 	 
	 

	 	Name: Vincent Tai
	 	 	 	Name: Max Liu
	 

	 	Title: CEO
	 	 	 	Title: G.M