OEM AGREEMENT

OEM(Original Equipment Manufacturing)계약이란 주문자 또는Buyer가 자기의 상표를 붙일

목적으로 특정 물품을 상표없이 구매하는 형태로서, 통상적으로 제작자 또는 Seller에게 특정물품의
제작을 위한 기술적 사양, 기술적 지원 등을 주문자 등이 제공하는 방식의 계약임.본 사례는 Seller의
입장에서 작성된 것이므로, 해외의 값싼 노동력을 활용키 위하여 해외 OEM을 추진중인 OEM
발주업체(주문자, 또는 Buyer)로서는 자신의 입장에 맞추어 수정해야 할 필요성 있음.

*파란글씨는 삭제하시기 바랍니다 *

THIS AGREEMENT, made and entered into this , 1995, by and between
("BUYER"), a California corporation, and XXXX CORP. ("ABC"), a corporation of the Republic of
Korea

WITNESSETH :

Whereas BUYER has developed, manufactures and sells Disk Drives; and

Whereas BUYER desires to enter into a manufacturing arrangement with a party capable of
providing with high quality Disk Drives and Whereas ABC wishes to acquire the technical
expertise necessary to develop and manufacture Disk Drives and Whereas ABC wishes to
manufacture Disk Drives developed by BUYER and to sell such Disk Drives for its own account
only in the Republic of Korea("Korea") market and to BUYER for sale and distribution
worldwide(excluding Korea) .

Now, Therefore, the parties hereto do hereby agree as follows ;

1. License to Manufacture BUYER hereby licenses to ABC the right to manufacture the BUYER's
products listed on Exhibit A hereto (hereinafter the "Products"), subject to final assembly and
testing by BUYER as set forth in Section 8 hereof, solely for the following purposes :

(a) For sale to BUYER pursuant to the terms hereof for resale by BUYER worldwide(excluding
Korea), and

(b) For sale by ABC to customers located in Korea sorely for use by such customers in Korea
and not for export by ABC or any third party to any other country.
The product list set forth on Exhibit A may be amended from time to time by mutual agreement
of BUYER and ABC.

2. Transfer of Technology.

(a) Technical Data.

Within ( ) days from the date of this Agreement, BUYER will furnish to
ABC the written technical data necessary to commence production of the Products, including
without limitation all designs, drawings, details, specifications, bills of materials, equipment
requirements and other information necessary for production
including without limitation‥‥」의 의미는 「‥‥을 포함하지만 이에 한정되지는 않는다」는
뜻으로서, 통상적으로「‥‥등」으로 번역함.

(b) Training

i ) Within ( ) days from the date of this Agreement, ABC will send no
more than two(2) of its personnel to BUYER's facilities in , California for training by
BUYER personnel in the production process. ABC will pay all travel and lodging expenses for its
personnel and, in addition, will reimburse BUYER for any reasonable expenses incurred by
BUYER in the training of such personnel. Such ABC personnel will have the skills and education
necessary to effectively participate In the training program. The parties anticipate that the ABC
personnel will be trained at the BUYER's facilities for a period of
( ) weeks, but in no event longer than ( ) weeks without
the specific approval of BUYER.

ii ) BUYER shall, upon request of ABC, as soon as possible, furnish, on location at the plant of
ABC to train ABC personnel in the methods of manufacture of the products, technically qualified
personnel of BUYER upon one(1) month's notice by ABC for no more than an aggregate of man
working days in any twelve(12) month period. ABC shall also provide a round trip air ticket from
and to the point of origin for each such personnel. In addition, ABC shall pay pursuant to mutual
agreement local transportation and reasonable living expenses in Korea, including room and
meal charges, incurred by such personnel.
본조(b)항은 기술자 훈련 조항으로 ABC의 직원을 BUYER의 공 장에 파견하는 i )의 경우와 BUYER의
직원이 한국에 파견되는 ii )의 경우로 되어 있으며, 기술자 훈련에 소요되는 비용(항공비,체재비,
숙식비 등) 및 일당을 ABC가 부담하는 것으로 되어 있는 바, 구체적 거래 사실에 비추어 해당없는
경우 삭제하고 비용 부담 항목은 당사자간 합의로 조정할 수 있음.
3. Commencement of Manufacturing.

During the month of December 1995, ABC shall be capable of delivering to BUYER not less than
fifty(50) units of the Product. During the month of January 1996, ABC shall be capable of
delivering to BUYER not less than one thousand(1,000) units of the Product. During the month
of February 1996 and thereafter, ABC shall be capable of delivering to BUYER not less than five
thousand(5,000)units of the Product.

4. Ordering and Delivery.

BUYER shall provide to ABC a three(3) month rolling forecast of its Product requirements.
BUYER shall be entitled to cancel any and all orders more than sixty(60) days prior to the
scheduled delivery date for such Products. However, in the event BUYER cancels its order for
the Products manufactured or scheduled to deliver, ABC shall be entitled to sale of such
Products to the customers in any other country notwithstanding Section 1 (b) hereof.

5. Price

BUYER shall pay to ABC prices for the Products in accordance with the pricing schedule set
forth on Exhibit C hereto. ABC shall,unless otherwise agreed, not be entitled to raise such prices
during the first two(2) year term of this Agreement. No later than sixty(60)days prior to the end
of the initial two(2) year term of this agreement and each year thereafter, either party may
request in writing price changes with respect to the Products(either increase or decrease) for
the ensuing annual period. The parties shall negotiate with respect to such requested price
changes in good faith. In the event that the total costs of materials used by ABC and labor and
other costs directly related to the manufacture and delivery of the Products hereunder shall in
the aggregate have increased or decreased by at least percent ( %) from the
date hereof or of the last adjustment(whichever is later), the prices for the Products will be
adjusted by the parries taking into account such increase or decrease. In the event that the
parties fail to reach agreement with respect to new prices, the party requesting the price change
will have the right to cancel this Agreement with respect to the Product or Products as to which
pricing is not resolved. If neither party requests a price change, then prices for the Products will
remain unchanged for the ensuing year.
가격 조정의 문제는 설명보다는 공식으로 표시하면 훨씬 편리함.

6, Payment.

BUYER shall pay for the Products to ABC by an irrevocable letter of credit payable at sight
issued by bank in the United States covering the purchase price of the Products set forth on
Exhibit C hereto,in United Stated Dollars.

7. Minimum Quantity.

BUYER shall purchase any minimum quantity of the Products from ABC not less than the units
specified in Section 3 hereof pursuant to the respective periods. In the event BUYER fails to
meet such minimum purchase quantity,ABC shall be entitled to the sale of the Products to any
other country notwithstanding Section 1(b) hereof.

8. Product Responsibilities.

BUYER shall be responsible for final assembly and testing of the Products manufactured by ABC
as set forth in Exhibit D hereto. BUYER shall perform an incoming inspection test on each unit
of the Products delivered by ABC hereunder within ( ) days of receipt thereof, and
shall be entitled to reject any unit which fails to pass the incoming inspection test.
reject 시 처리절차를 다음과 같이 구체적으로 합의할 수도 있음. In case any unit of the Products is
rejected because of failure to pass incoming inspection test, ·BUYER shall notify ABC of the
rejection within the above period. After ABC's confirmation, any defective unit of the Products
shall be repaired or replaced by ABC. After ABC has demonstrated the capacity to produce the
Products at an acceptable quality level, the parties shall endeavor to establish a lot testing
procedure, pursuant to which BUYER will be able to accept or reject significant lot quantities of
Products by the testing of sample quantities.

9. Warranty.

ABC warrants the Products delivered to BUYER to be free from defects in materials and
workmanship for a period of one(1) year from the date of delivery to BUYER. In the event that a
defective Product is returned to BUYER during the warranty period, BUYER will, at its option,
repair or replace such Product for its customer. In the event that a Product is repaired by
BUYER, BUYER shall receive a credit from ABC, depending on the work performed, as set forth
on the Product repair pricing schedule attached hereto as Exhibit E. In the event that a Product
is replaced by BUYER during the warranty period, BUYER shall return such Product to ABC for
full credit. THE ABOVE STATED WARRANTY BY ABC IS IN LIEU OF ALL OTHER WARRANTIES,
EMPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE. ABC SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN If
NOTIFIED IN ADVANCE OF THE POSSIBILITY THEREOF. ABC'S WARRANTY SHALL NOT EXTEND
TO PRODUCTS WHICH HAVE BEEN SUBJECT TO MISHANDLING OR ABUSE.
보증의 예외와 묵시적 보증의 배제를 명시적으로 표시하는 문장으로서 ABC의 책임범위를 축소.
제한하는 효과가 있음.

10. Term and Termination.

this Agreement shall have an initial term of two(2) years from the date first set forth above and
shall continue in force on a yeartoyear basis thereafter unless notice of termination is provided
by either party no later than sixty(60) days prior to the end of the initial term or of any
subsequent annual period.

(a) Either party may terminate this Agreement upon the material default of the other party
provided, however, that the nondefaulting party shall give the defaulting party thirty (30)
days'written notice of its election to terminate pursuant to this Section and the defaulting party
shall be entitled to cure its de(aunt to the reasonable satisfaction of the nondefaulting party
within said thirty(30)day notice period.

(b) Should ABC fail to make timely delivery of the Products to BUYER In any two(2) consecutive
months, BUYER shall be entitled to terminate this Agreement immediately and have no
obligation to ABC whatsoever based upon such termination except to make payment of amount
then owing.

(c) In the event that BUYER fails to make payment for the Products within fifteen(15) days of the
date when payment is due, ABC shall have the option of terminating this Agreement upon
ten(10) day's written notice.

(d) Except as provided in Section 4 and 7 hereof, in the event that ABC sells any Products for
delivery outside of or for export from Korea(other than to BUYER), or sells the Products to any
third party(including any Systems Integrator) which, ABC has reason to know, intends to export
the Products from Korea, then this Agreement shall terminate immediately upon such sale by
ABC.

(e) In the event of termination of this Agreement, BUYER shall take delivery of and pay for all
Products which it is committed to take pursuant to the terms of this Agreement, ABC shall return
to BUYER all technical data regarding the Products furnished by BUYER pursuant to Section 2(a)
hereof within thirty(30) days of termination, provided, however, that ABC shall be entitled to sell
to BUYER or in the Korea market the Products previously produced by it.
11, Confidentiality of Information.

ABC shall maintain in strict confidence all proprietary technical information furnished to it by
BUYER during the team of this Agreement. BUYER shall place the word "Confidential" or similar
wording upon documentation it considers to be confidential. Oral disclosures by BUYER to ABC
personnel shall be designated in writing by BUYER as confidential within thirty(30) days of such
disclosure. ABC shall not be required to maintain In confidence information which is publicly
available, which BUYER has disclosed to others without restriction, or which is made available
to ABC by a third party which Is not under obligation to maintain the confidentiality of such
information. OEM제조를 위하여 ABC가 수령하는 각종 비밀자료는 제대로 분류. 관리되어야만 ABC
의 책임을 회피할 수 있음. 위 예문은 ABC의 입장에서는 아주 적절한 것으로 보임. 그러나 BUYER의
입장에서라면 비밀유지의무 위반에 따른 대책(예컨대, 손해배상금 액의 예정, 비밀유지의 관리 상태
점검권 명기 등)을 보다 구체적으로 규정할 필요있음.

12. Developments and License Bank.

In the event that BUYER enhances or improves its manufacturing process with respect to a
Product whose manufacture is licensed to ABC hereunder, BUYER shall promptly furnish the
technical details of such enhancements or improvements to ABC without cost to ABC. A8C shall
grant BUYER a worldwide(excluding Korea) exclusive royalty free license with respect to all
improvements or enhancements to the Products developed by ABC.

13, Patent Indemnity.

BUYER agrees to indemnify and hold harmless ABC from and against all costs, claims, and
liabilities based upon the alleged infringement by the Products on any United States patent,
provided that BUYER should be notified promptly in writing of any claim or threatened claim.
This indemnity shall not apply to any changes made to the Products by ABC and not approved
in advance by BUYER, or to any use of the Products for which they are not intended. In the
event that a patent infringement suit is threatened or commenced against ABC, BUYER shall
procure for ABC the right to use the challenged technology or to change the design of the
Products so that they are no longer infringing. The foregoing states the entire liability of BUYER
with respect to patent Infringement.

14. U.S Export Laws.

The parties hereto agree that their performance pursuant to this Agreement shall be subject to
the laws of the United States of America regarding the expert and reexport of U.S.origin
commodities and technical data.
BUYER가 미국국적이 아니거나, 당해 거래가 미국과 직접 관련이 없을 경우는 삭제함.

15. Force Majeure.

Neither party to this Agreement shall be deemed to be in default under this Agreement to the
extent that such party's performance is hindered or made impossible by an act of God, war,
revolution or Insurrection, riot, strike or lockout, embargo, governmental intervention, or other
event beyond the control of the party affected. A party affected by a force majeure shall notify
the other party of such event and its reasonably anticipated consequences as soon as possible
after learning of it.

16. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of(the State of
California, United States ofAmerica. )
한국법을 준거법으로 하는 경우 the Republic of Korea로 할 것.

17. Settlement of Disputes.

Disputes which cannot be amicably resolved by the parties shall be settled before the exclusive
jurisdiction of the State or Federal courts located in the county of Santa, California, U.S.A. and
the parties hereto do hereby irrevocably consent to the jurisdiction of such courts. Decision
rendered by such courts(or the appropriate courts of appeals) shall be valid and enforceable in
any court of competent jurisdiction worldwide.
예문은 사법적 절차에 따라 분쟁을 해결토록 되어있으나, 중재에 의하고자 할 경우는 다음과 같은
중재조항을 규정하면 될 것임. 한.미간 중재협정에 의할 경우는 다음과 같이 표현할 수 있을 것이나,
한·미간 중재협정에 의할 경우, 중재지 선정의 문제는 당사자간의 중재지합의가 없을 경우는 극히
곤란함으로 중재장소를 미리 규정하여 두거나 혹은 다음과 같은 중재지 관련 합의를 추가할 필요 있음.

" Such arbitration shall be held in Seoul, Korea if BUYER files such demand for arbitration, and
0000, U.S.A if ABC files such demand for arbitration. "

(All disputes, controversies or difference which may arise between the parties, out of or in
relation to or in connection with this Agreement, or for the breach thereof, shall be finally,
settled by arbitration pursuant to the U.S. Korean Commercial Agreement dated December1,
1974, by which each party hereto it bound.)

18. Assignment and Successors.

Neither party shall be entitled to assign or transfer this Agreement or its rights and obligations
hereunder to any other party hereto,provided, however, that either party may assign its rights
and obligations pursuant to this Agreement to one or more of its subsidiary companies,
provided that the parent company shall remain liable for performance hereunder. This
Agreement shall be binding upon and inure to the benefit of the successors in interest of the
parties hereto.

19. Notices.

All notices under this Agreement shall be in writing and sent to the parties at the addresses set
forth below, by registered air mail(return receipt requested)or by telex(answer back confirmed).
Airmail notices shall be deemed received three(3) days after mailing if sent within the United
States and seven(7) days after mailing if sent internationally. Telex notices shall be deemed
received upon transmission.

If to ABC :
If to BUYER : 본 예문은 기본적으로 발신주의의 입장을 취하고 있으므로, 당사자들은 Notices의
수령 및 관리에 신경을 써야 할 필요성 있음. 따라서, 문서관리 체계가 완벽치 못한 당사자는 도달주의
(수신기준)로 바꿀 필요성 있음.

20. Entire Agreement.

This Agreement represents the entire understanding of the parties with respect to the subject
matter thereof and supersedes all prior oral and written expressions relating hereto. This
Agreement may be amended only in writing signed by both parties. Failure of either party to
enforce the terms of this Agreement shall not be deemed a waiver of the right to so enforce
said terms.

21. Severability.

In the event that a court or courts holds a nonmaterial term of this Agreement to be unlawful or
void, this Agreement shall continue in full force and effect as modified to exclude the void or
unlawful term(s) in the jurisdiction(s) where such exclusion is required.

Executed by duly authorized representatives of the parties set forth below to be effective on the
date first set forth above.

BUYER:

By
Title
ABC :

By
Title