this services agreement (this “agreement”) is made on , , and shall take effect on , , (the effective date) by and between the following parties:
applied materials, inc., a delaware corporation (“applied”) and (“supplier”) (each a “party” and collectively the “parties”).
recitals  
whereas, applied has special and distinct needs for customs brokerage services;
whereas, supplier, as a customs brokerage and related logistics services provider carrier, desires to provide to applied specified customs brokerage services, subject to and in accordance with the terms and conditions of this agreement;
now, therefore, in consideration of the mutual promises and covenants contained herein, and for other valuable consideration, the parties agree as follows:
1.scope of work
supplier agrees to perform the work or services described in exhibit 1-statement of work, which may be updated by applied from time to time during the term of this agreement and which is incorporated herein by this reference, and as subsequently specified by applied in writing from time to time (the “services”).supplier agrees that all services shall be performed in a professional and workmanlike manner and shall conform to the requirements set forth in the statement of work.

the parties agree that one or more direct or indirect subsidiaries of applied materials, inc. , including without limitation applied materials south east asia pte

ltd; and applied materials korea ltd. (each, an applied affiliate), may also procure services under this agreement by executing a mutually agreeable statement of work with supplier referencing that such statement of work is subject to the terms and conditions of this agreement

upon the execution of such a statement of work by supplier and an authorized purchasing agent of the applied affiliate, and only with respect to the services described therein, the applied affiliate shall have all of the rights and obligations of “applied” with respect to such statement of work, and, unless otherwise expressly provided in such statement of work, applied materials, inc. shall have no obligation or liability whatsoever with respect to such statement of work or the services described therein

2.period of services
the initial term of this sow will commence on the effective date and, unless earlier terminated in accordance with the provisions of this agreement, will continue till , thereof (the “initial term”), and will automatically renew for consecutive one (1)-year renewal terms (subject to earlier termination in accordance with the provisions of this agreement) unless either party notifies the other party at least ninety (90) days prior to the expiration of the then-current term of its intent not to renew.subject to any such earlier termination, each renewal term will be referred to as a “renewal term”; and the initial term and any and all renewal terms will be referred to collectively as the “term”.
3.contract price and payment terms
applied shall pay supplier the fees and charges set forth in exhibit 1-statement of work as the sole compensation for the services performed so long as such services are performed in accordance with the statement of work and to applied’s reasonable satisfaction.unless otherwise set forth in the statement of work, any expenses or cost (including but not limited to the business tax) incurred by supplier in performing the services shall be the sole responsibility of supplier.
supplier shall invoice applied (or applied’s designated payment processing representative) on a per shipment or at the minimum on a monthly basis, for services provided and in no case shall the invoices be presented more than forty-five (45) days following the date of (i) the delivery of a shipment (as defined below); or (ii) the provision of any service.
payment by applied for the services performed for applied materials korea ltd.shall be made to supplier in korean won sixty (60) days from the date of applied’s receipt of an invoice for the services from supplier.
payment by applied for duties and taxes in accordance with the korean customs duties law (“kcdl”) arising from the services performed for applied materials korea ltd.shall be made to supplier fifteen (15) days from the date of applied’s receipt of an invoice for the duties and taxes from supplier.

supplier acknowledges that applied uses certain electronic systems to facilitate transactions with suppliers, including an electronic system for the issuance of purchase orders, for payments made to a supplier, and for the submission of invoices by a supplier (each an “electronic system”). if applied requests that supplier uses an electronic system, then supplier agrees to use its best efforts to promptly implement such electronic system and to use such electronic system for the transactions designated by applied during the term of this agreement

to the extent communication through the electronic system is in accessible or made otherwise unavailable due to technical difficulties or due to the effect of any law or regulation governing electronic transactions, applied and supplier agree (i) that any delivery or order information received electronically prior to the date of such inaccessibility or unavailability will remain valid; and (ii) to conduct, to the extent possible, their transaction by other than electronic means.
4.proprietary information

applieds “proprietary information” means all proprietary and confidential information provided to supplier by applied. applied grants to supplier the right to use the proprietary information solely for the purpose of providing the services to applied
   (이하 생략)