Exhibit 10.2


 


CONFIDENTIAL TREATMENT REQUESTED
BY


CATALYST SEMICONDUCTOR, INC.


 


[***]  Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.


 


 


 


 


 


 


AGREEMENT


BY AND BETWEEN


CATALYST SEMICONDUCTOR
INC.


(“CATALYST”)


AND


TRIO-TECH (BANGKOK) CO.,
LTD.


(“TTBK”)


DATE:  APRIL 22, 2006


 


 


 


 


 


 

















 


CONFIDENTIAL TREATMENT REQUESTED
BY


CATALYST SEMICONDUCTOR, INC.


[***]  Certain
portions denoted with an asterisk have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment.


AGREEMENT


This Agreement is made on the 22nd of April 2006 (the “Effective Date”), by and between:


CATALYST SEMICONDUCTOR INC., a company organized and existing under
the laws of the United State of America having its registered address at
2975 Stender Way, Santa Clara, CA 95054-3214, U.S.A. (hereinafter
Preferred to as “CATALYST”) of the one part;
and


TRIO-TECH (BANGKOK) CO., LTD., a company organized and existing under
the laws of the Kingdom of Thailand having its registered address at
327 Chalongkrung Road, Lamplathew, Lat Krabang, Bangkok 10520, Thailand
(hereinafter referred to as “TTBK”) of
the other part.


WHEREAS, CATALYST hereby agrees to engage TTBK to provide
services in black topping and finished good distributions (all collectively
referred to as the “Service”) for the duration of
the term specified in Clause 2 hereof in return for payment of the fees
specified in Clause 3 hereof and upon the terms and conditions contained
in this Agreement, and


WHEREAS, CATALYST has obligations to provide TTBK with
certain machineries and equipments for providing of the Services.  Particular terms and conditions in connection
with the supply and operation of the machineries and equipments are mutually
are set out by both parties in Appendix D attached hereto and deemed as an
integral of This Agreement.


NOW, THEREFORE, the parties hereby agree as follows:


1.                                      UNDERTAKING BY TTBK


1.1                                 TTBK undertakes to carry out the
continuance of this agreement to provide the Services for CATALYST.  Any new or additional services required by
CATALYST will be documented by a Supplementary Agreement.


1.2                                 For the purpose of the Services mentioned
in Clause 1.1, TTBK shall provide adequate facilities required to carry
out an efficient/effective services during the continuance of this Agreement


1.3                                 For the purpose of the services mentioned
in Clause 1.1, CATALYST shall provide TTBK with adequate materials,
equipments and machineries in good working condition to carry out an
efficient/effective services during the continuance of this agreement as
referred to in Appendix D.


1.4                                 TTBK shall not hire, terminate or
re-assign its employees assigned to support or provide the Services under this
Agreement without written consent from CATALYST.


 


 

















 


2.                                      COMMENCEMENT AND DURATION OF
AGREEMENT


2.1                                 This Agreement shall come into force from
the Effective Date and shall continue for a period of three (3) years.


3.                                      SERVICE FEES


3.1                                 In consideration of the Services rendered
by TTBK, CATALYST hereby agrees to pay TTBK service fees at the charge rate as
set out in this Clause 3 and the Appendixes A, B and C attached
hereto (“Service Fees”).  The Service Fees shall be effect for next
thirty six (36) months commencing from the Effective Date.


3.2                                 Unless the reimbursement cost and
otherwise as specified in this Agreement, TTBK is entitled to change or
increase the Service Fees due to additional operational requirement and/or
change in process specifications. 
CATALYST can request for a total review of existing Service Fees should
market conditions warrant it and when the prevailing competitive bids are
substantially lower than those of TTBK. 
Any alteration to the Service Fees must be agreed upon between CATALYST
and TTBK in writing.


3.3                                 The Service Fees for the Service shall be
computed as a total reimbursement cost divided by the total number of units
shipped, whereby the reimbursement cost is defined as total cost incurred plus
ten percent (10%).  More details of
the Service Fees for finished goods distribution are substantially set forth in
Appendix B.


3.4                                 Payment of the Service Fees shall be made
by CATALYST to TTBK within 30 days for all services rendered except for the reimbursement
cost whereby payment item is 7 days from the date of invoices issued by
TTBK.  TTBK reserves the right to charge
interest on invoice outstanding for more than 30 days at the rate of one and a
half percent (1.5%) per month.


4.             INSURANCE


4.1                                 CATALYST shall ensure and provide
sufficient coverage of insurance on their machineries, devices peripherals,
components and equipment, if any, procured and supplied to TTBK for the purpose
of the Services under this Agreement.


5.             INDEMNITY


5.1                                 To the extent permitted by applicable
laws, this Agreement or otherwise agreed by both parties, for each incident the
parties hereby agree that the liability of TTBK hereunder for direct damages
incurred due to the negligence or default of TTBK, excluded those from Force
Majeure, incurred from any form of action as specified in Clause 6, if it
is required TTBK to pay CATALYST, those cost must be reasonable, provable and
examinable actual expenses.


5.2                                 TTBK shall not be liable for any damage
to or destruction of machineries, equipments, components, peripherals or
materials procured or supplied by CATALYST, if the machineries, equipments,
components, peripherals or materials become malfunctioning, damage or
destruction during the term of this Agreement other than the direct damage
provided in Clause 5.1


 


 


2

















 


above, CATALYST agrees to remedy the situation as its
own cost and expenses and shall reimburse to TTBK for any cost and expenses
which TTBK pays in advance for solving the defect or damage of the machineries,
equipments, components, peripherals or materials unless damage or destruction
is due to negligence or default by TTBK.


5.3                                 In consideration of the provisions of the
Services under this Agreement, CATALYST hereby agrees, notwithstanding the
Service Fees or any remuneration that has been or may be paid- to TTBK, that
TTBK and its employees or representatives shall be indemnified and held
harmless, to the fullest extent permitted by law, from and against all taxes,
customs duty, liabilities, costs, charges, and expenses, arising under the laws
of any jurisdiction and the provisions of this Agreement, including without
limitation, judgments, fines, penalties, and reasonable attorneys’ fees awarded
against TTBK in connection with or by reason of the Services under this
Agreement.


6.                                      FORCE MAJEURE


Subject to Clause 5.1 or other provisions of this Agreement in the
case where the performance of any obligation hereunder of either of the parties
is prevented, restricted or interfered:


6.1                                 “Force Majeure”
means an event which is beyond the reasonable control of a party, and which
makes a party’s performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the circumstances, and
includes, but not limited to:


(a)                                  Acts of God, shortage of public
utilities, system disruptions, mechanical or electrical breakdown or failure of
machinery, earthquake, fire, explosion, storm, flood or other adverse weather
conditions;


(b)                                 War, revolution, riots, civil disorder,
act of public enemies, blockage or embargo; strikes, lockouts or other
industrial action; and/or


(c)                                  Any law, order, proclamation, regulation,
ordinance, demand or requirement or any other action of any government agencies
or of any subdivision, authority or representative of any such government
agencies.


6.2                                 Force Majeure shall not include:


(a)                                  Any event which is caused by the
negligence or intentional action of a party or such party’s subcontractors or
agents or employees; and/or


(b)                                 Any event which a diligent party could
reasonably have been expected to take into account at the time of the
conclusion of this Agreement and to avoid or overcome in the carrying out of
its obligations hereunder.


 


 


3

















 


7.                                      TAXES, CUSTOMS DUTY AND STAMP
DUTY


7.1                                 Stamp duty, if any, shall be shared
equally by CATALYST and TTBK.


7.2                                 Unless otherwise agreed by the parties,
CATALYST is to be responsible for any VAT, customs duty or other taxes arising
from or in connection-with the import or export of machineries, equipments,
inventory or other things procured or supplied by CATALYST in order to perform
and provide the Services under this Agreement.


8.                                      TERMINATION OF AGREEMENT BEFORE
EXPIRATION OF CONTRACTUAL PERIOD


8.1                                 CATALYST reserves the right to terminate
this agreement by serving three (3) months notice in writing if any of the
following occur:


(a)                                  TTBK fails to observe or perform any of
the terms stipulated herein.


(b)                                 TTBK offers any substantial gifts whether
by way of money or kind of otherwise to any employees or member of the family
of the employees of CATALYST or to any employees or member of employee’s family
whom has any interest in TTBK business and of which TTBK has knowledge whether
implicitly or explicitly.


(c)                                  CATALYST moves the facilities out of
Thailand If such a decision is made, there will be no financial obligation,
penalties or cost incurred or imposed upon either CATALYST or TTBK.


8.2                                 CATALYST reserves the right to terminate
this agreement by serving 6 months notice in writing for the convenience of
CATALYST.


8.3                                 TTBK reserves the right to terminate this
agreement by serving three (3) months notice in writing if any of the
following events occur:


(a)                                  CATALYST is in default of payment of any
Services Fees after TTBK has given due notice (after the third reminder) to
CATALYST’s Finance Department.


(b)                                 TTBK ceased operating in Thailand.  If such a decision is made, there will be no
financial obligation, penalties or cost incurred or imposed upon either TTBK to
CATALYST.


9.                                      SEVERABILITY


In the event that any provision of this agreement is proved illegal,
unlawful or unenforceable, the remaining provision of the agreement shall
remain in full force and effect but the parties shall attempt in good faith to
replace the offending provision and thereby redefine their respective rights
and obligation.  No single provision of
the agreement shall constitute the entire scope and intention of the Agreement.


 


 


4

















 


10.                               WAIVER AND VARIATION


The agreement duly signed by authorized officers, representing the
parties and any written amendments thereof duly initiated shall constitute the
complete and exclusive agreement between the parties in relation to the service
provided and supersedes any and all prior negotiations, representation,
warranties, correspondence, communication and agreement between the parties in
respect of the business.  Any new
provision which is not in this agreement shall only be binding upon either party
until it is reduced to writing signed by duly authorized officers or
representative of each party thereof.


11.                               ASSIGNMENT


No party shall assign this agreement or subcontract the execution of
the whole or any part thereof without the written consent of the other party.


12.                               NOTICE


12.1                           All notices and other communication
hereunder shall be given in writing by registered mail shall be addressed at
the following addresses and in the following manner.




	
  For CATALYST

  For the attention of:

  	
  Mr. Gelu Voicu

  CEO & President.

  CATALYST SEMICONDUCTOR INC.

  1250 BORREGAS AVENUE

  SUNNYVALE, CA 94089 USA.

  
	
   

  	
   

  
	
  For the attention of:



  	
  Mr. Thomas Gay

  CFO & Vice President, Finance

  CATALYST SEMICONDUCTOR INC.

  1250 BORREGAS AVENUE

  SUNNYVALE, CA 94089 USA

  
	
   

  	
   

  
	
  For TTB

  For the attention of:

  	
  Mr. Surachai
  Siriluekopas

  TRIO-TECH (BANGKOK) CO., LTD

  327 CHALONGKRUNG ROAD, LAMPLATHEW,

  LATKRABANG, BANGKOK 10520

  THAILAND.

  
	
   

  	
   

  
	
  For the attention of:

  	
  Mr. Richard Lim

  Corporate Vice-President

  TRIO-TECH INTERNATIONAL PTE LTD.

  1008 TOA PAYOH NORTH #03-09

  SINGAPORE 318996.

  






12.2                           The parties may from time to time change
addresses by giving notice of change of address in writing to the other party.


 


 


5

















 


13.                               HEADINGS


The heading appearing in this Agreement are inserted only for
convenience and in no way do they define, limit or describe the scope or the
intent of the sections or clauses of the Agreement and have no effect on this
Agreement.  Any references to the singular
or plural number shall be deemed to include the plural or singular number
respectively and words using the masculine gender only shall include the
feminine or neuter gender and vice versa as the case may be.


14.                               GOVERNING LAW


This Agreement shall be read and construed in accordance with the laws
of the Kingdom of Thailand.


IN WITNESS WHEREOF, the parties hereto have read and thoroughly
understood the entire substance of this Agreement and hereunder have duly
executed as of the date first above written.


Signed by:


On behalf of CATALYST
SEMICONDUCTOR INC.




	
   

  	
   

  	
   

  
	
  Mr. Gelu
  Voicu

  	
   

  	
  Mr. Tom Gay

  
	
  President

  	
   

  	
  Vice President

  
	
  CEO

  	
   

  	
  Finance
  & Administration and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of TRIO-TECH
  (BANGKOK) CO. LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mr. Richard
  Lim

  	
   

  	
  Mr. Victor
  Ting

  
	
  Corporate
  Vice-President

  	
   

  	
  Vice President,
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mr. Surachai
  Siriluekopas

  	
   

  	
   

  
	
  Operations
  Manager

  	
   

  	
   

  






 


 


6
















 


CONFIDENTIAL
TREATMENT REQUESTED BY


CATALYST
SEMICONDUCTOR, INC.


[***]  Certain
portions denoted with an asterisk have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment.


APPENDIX A


Service
Fees for Black Topping Service


 




	
  Type of Services

  	
   

  	
  Unit
  Price

  
	
  a)     Black Topping

  	
   

  	
  US $ [***]

  






 


 

















 


CONFIDENTIAL TREATMENT REQUESTED
BY


CATALYST SEMICONDUCTOR, INC.


[***]  Certain
portions denoted with an asterisk have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment.


APPENDIX B


Finish
Goods Distribution


A.                                   CATALYST agrees to provide activities
enough to cover a minimum processing fee of [***] per month failing which TTBK will
invoice the minimum Service Fees of One Hundred Fifty Thousand
Baht (150000) per month.


B.                                     CATALYST agrees to pay [***] to TTBK by
the 5th of each
month & the balance amount of reimbursement fee by the end of the
month.


Please see also Appendix C for summary method of reimbursement of
operation cost for the Service Fees with regard to the Services for finished
goods distribution.


 


 

















 


CONFIDENTIAL TREATMENT REQUESTED
BY


CATALYST SEMICONDUCTOR, INC.


 


[***]  Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.


APPENDIX C


SUMMARY
REIMBURSEMENT OF OPERATION COST




	
   

  	
   

  	
  MONTH

  	
   

  
	
  DESCRIPTION

  	
   

  	
  THAI BAHT

  	
   

  	
  S$

  	
   

  	
  US$

  	
   

  
	
  DIRECT
  EXPENSES CHARGE:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SALARY AND BENEFITS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BONUS/PROFIT SHARING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UTILITIES (ELECTRICITY
  CHARGE)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MATERIAL &
  SUPPLIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FREIGHT &
  DELIVERY & CUSTOMS FORMALITY CHARGE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRANSPORTATION &
  TRAVELLING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMUNICATION CHARGES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECURUTY SERVICE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAID

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FOOD-SUBSIDY & MEDICAL
  CLAIM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNUAL TRIP &
  ANNUAL PARTY & ENTERTAINMENT & ANNUAL HEALTH CHECK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAINTENANCE COST

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATIONARY &
  OFFICE SUPPLIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COPY MACHINE RENTAL
  CHARGE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SERVICE DOCUMENT
  KEEPING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HEALTH INSURANCE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS EXPENSES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRAINING
  INSTRUMENT & TUITION CATLYST STAFF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ASSETS & PARTS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUB TOTAL (1)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PROCESSING
  CHARGES: (FIXED CHARGES)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   - TTB ADMIN SUPPORT FEE (BHT. 20,000)

  	
   

  	
  20,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUB TOTAL (2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TTL
  DIRECT & PROCESSING CHARGE (1) + (2)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PLUS 10% AS AGREEMENT (MIN CHARGE
  150.000 BHT.)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  CHARGES

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  BUYING
  RATE TO COVERT TO US DOLLAR AS END OF THE MONTH:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TTL
  DIRECT & PROCESSING CHARGES IN US DOLLAR (USD)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TTL
  DIRECT & PROCESSING CHARGES IN US DOLLAR (CONVERT FROM THAI BAHT)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TTL
  DIRECT & PROCESSING CHARGES IN US DOLLAR (CONVERT FROM S$)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PLUS RENTAL CHARGES AS AGREEMENT:
  (CHARGES IN US$)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A) RENTAL CHARGE
  = 12,096.43 Sq.F (11,756.43+340 Sq.F) @20 = 241,928.80 BHT.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  REIMBURSEMENT IN US DOLLAR (USD)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  TTB — Finance

  	
   

  	
   

  	
  TTB — Operation
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSI — VERIFIED

  	
   

  	
   

  	
  CSI — AUTHORIZED

  	
   

  






 


 

















 


CONFIDENTIAL TREATMENT REQUESTED
BY


CATALYST SEMICONDUCTOR, INC.


[***]  Certain
portions denoted with an asterisk have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment.


APPENDIX D


Terms and
Conditions for Supplying Machinery and Equipment


1.                                      DEFINTTIONS


Words and expression defined in the Agreement (including by reference
to any other documents, if any) shall have the same meaning when used herein,
unless the context otherwise-requires.


2.                                      ADDITIONAL AGREEMENT


The parties hereby agree that the following provisions shall be
integrated and made an integral part of the Agreement.


2.1                               Supply of Machinery and Equipment


During the course of the Agreement, CATALYST shall provide TTBK with
machinery and equipment as listed in the Attachment for the purpose of
providing of the Services for CATALYST (the “Machinery and Equipment”).  The number of items of the Machinery and
Equipment in the Attachment may be changed depending upon the requirement of
the types of Machinery and Equipment by the parties and any change in the
number of items must be documented by the traffic personnel and approved by the
authorized personnel.  The list of
Machinery and Equipment must be updated, verify and approved annually by the
authorized personnel on the anniversary date of the Agreement or unless
otherwise agreed by and between the parties. 
The authorized personnel hereof refer to the Operation Manager of
CATALYST and Finance and Administrative Manager of TTBK.


During the term of this Agreement, CATALYST is allowed to exchange and
withdraw of equipments provided to TTBK for the benefits of the Services and
maintaining efficient performance under this Agreement.


2.2                               Ownership of Machinery and
Equipment


The Machinery and Equipment provided by CATALYST to TTBK as listed in
the Attachment shall always be the ownership of CATALYST.


2.3                               Hand-over of Machinery and
Equipment


From time to time during the duration of the Agreement, CATALYST hall
hand over the Machinery and Equipment as listed in the Attachment to TTBK in a
good working condition and TTBK agrees to accept them from CATALYST.  TTBK agrees and accepts that the Machinery and


 


 

















 


Equipment previously
supplied by CATALYST from the beginning until the date hereof are in good
working conditions without any defects or damages.


2.4                               Duties and Liability of CATALYST


2.4.1                        CATALYST shall be bound to deliver the
Machinery and Equipment as listed in the Attachment to TTBK in a good working
condition.  In case of delivery of the
Machinery and Equipment in a condition not suitable for the purpose of
providing of Services, TTBK reserves the right to request CATALYST to change or
replace them within a specific period of time.


2.4.2                        CATALYST shall be bound to reimburse to
any necessary and reasonable expenses incurred by TTBK for the preservation of
the Machinery and Equipment as approved by CATALYST.  Nevertheless, expenses for ordinary maintenance
and petty repairs shall be subject to the provision under Clause 2.5.2 below.


2.4.3                        CATALYST shall be liable for any defects
that arise during the continuance of the Agreement and it must make all the
repairs that may become necessary with its own costs and expenses.


2.4.4                        The transfer of the ownership of the
supplied Machinery and Equipment shall not extinguish this supply of Machinery
and Equipment under the Agreement. 
CATALYST shall arrange the transferee of the Machinery and Equipment to
be bound and be subject to the terms of the Agreement in all respects.


2.5                               Duties of TTBK


2.5.1                        TTBK shall not use the Machinery and
Equipment for the purpose other than those of providing of the Services, which
are ordinary and usual, or provided in this Appendix or the Agreement.  If without the permission of CATALYST, TTBK
uses the Machinery and Equipment for other purposes, TTBK shall be liable for
any loss or damage incurred to the Machinery and Equipment, even caused by
Force Majeure, unless it can prove that such loss or damage would have happened
in any case.


2.5.2                        TTBK shall be bound to take as much care
of the Machinery and Equipment as a person of ordinary prudence would take care
of his own property, and to do ordinary maintenance and petty repairs.  TTBK is entitled to any ordinary maintenance
or petty repair cost (“Maintenance Cost”) incurred therefrom plus 10% of the
Maintenance Cost from CATALYST as specified in Clause 3 and
Appendix C of the Agreement.


2.5.3                        TTBK shall allow CATALYST or its agents
to inspect the Machinery and Equipment at reasonable times and intervals.


2.5.4                        Unless otherwise agreed by the parties,
TTBK shall return the Machinery and Equipment to CATALYST upon the termination
of the Agreement.  CATALYST shall bare
all costs and expenses in moving the Machinery and Equipment and transporting
them to its premises.


 


 


2

















 


2.5.5                        If a third person claims a right over the
Machinery and Equipment and/or enters in action against TTBK, TTBK shall
forthwith give notice thereof to CATALYST.


2.5.6                        TTBK shall not sublet or transfer its
responsibilities and/or obligations under this Agreement in the whole or part
of the Machinery and Equipment to a third person, make alteration in, or
addition to, without the prior written consent of CATLYST.


2.6                               Expenses


Costs of the delivery of the Machinery and Equipment to TTBK and costs
for returning of the Machinery and Equipment to CATALYST shall be borne by
CATALYST.


2.7          Interruption of Use


If the Machinery or Equipment rendered under this Agreement, or any
part of them, are interrupted through no fault of TTBK, CATALYST agrees to use
its best endeavors to remedy, repair or replace to Tag with the same conditions
of the Machinery or Equipment at its own expenses.


2.8          Duties of the Parties after the Termination of the
Agreement


2.8.1        As soon as the Agreement is terminated
or distinct under any circumstances, TTBK shall return the Machinery and
Equipment in good working condition (with fair wear and tear excepted) to
CATALYST within a reasonable period of time from the termination or distinction
date of the Agreement


2.8.2        TTBK shall be entitled to retain the
Machinery and Equipment until it has been paid all that is due to it on account
of the Agreement.


2.8.3        TTBK shall be liable for any loss or
damage caused to the Machinery and Equipment by its own fault, including the
fault of its employees.  However, it
shall not be liable for loss or damage resulting from its proper and normal
use.


3.             EFFECTTVE DATE


This Appendix shall be deemed as an integral to the Agreement and
retroactively be effective and enforceable on the Effective Date of the
Agreement.


4.             EFFECT TO THE AGREEMENT


In the event of any inconsistency between this Appendix and the
Agreement, the terms and conditions of the Agreement shall prevail.  Other provisions of the Agreement, which are
not in contrary to the Agreement, shall remain enforceable, effective and
binding upon the parties hereto.


 


 


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