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General Terms and Conditions for Repair


1. DEFINITIONS   As used in these General Terms and Conditions ("Agreement"), the following terms shall have the meanings set forth below:
(a) "Contract" means a Secion I and Section II which are entered into by Owner and Contractor to retain Services, and includes without limitation all attachments, exhibits and documents referenced therein and all terms and conditions thereof, together with any subsequent modifications thereto.
(b) "Services" means professional services rendered by Contractor and/or Sub-Contractor(s) as provided in a Contract, including without limitation any work, management, direction, or supervision of work, provision of technical information, technical or other consulting services, design services, analytical/evaluation services, repair and/or installation services, transportation services or any other specialized services.
(c) "Owner" means GS Caltex Corporation, a corporation registered and existing under the laws of the Republic of Korea with its registered office at GS Tower, 679, Yoksam-dong, Kangnam-gu, Seoul 135-985, Korea, unless otherwise designated by GS Caltex Corporation.
(d) "Contractor" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity with which the Contract is entered into and who will provide Services pursuant to the Contract.
(e) "Sub-Contractor" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity who supplies Contractor with Services or related work which are used by Contractor in connection with the Contract.

2. CONTRACT FOR PROFESSIONAL SERVICES   This Agreement supplements all Contracts, unless otherwise stated by Owner in writing. They are to be read as in addition to any terms specified in a Contract. Notwithstanding anything to the contrary stated herein or any other document relating to a Contract, Contractor agrees that its acceptance of the Contract constitutes Contractor's express acceptance of the terms and conditions set out herein and no other terms or conditions shall apply to a Contract under any circumstances unless first agreed in writing by Owner.

3. INVOICING AND PAYMENT   Contractor shall submit an itemized invoice to Owner in accordance with the payment scheme and schedule set out in the Contract. All invoices shall refer to the individual Contract and, where appropriate, quote the purchase order number. Contractor shall submit with the invoice such records as Owner may reasonably require, including but not limited to time sheets, expenses incurred, invoices paid or any other documents which would enable Owner to verify the information and the amounts referred to in that invoice. Except where otherwise provided in the Contract, the amount payable to Contractor for the performance of Services shall be inclusive of all costs of staff, facilities, equipment, materials, license, royalties and all other expenses whatsoever incurred by Contractor in discharging its obligations under the Contract. Unless otherwise agreed by Owner in writing, payments by Owner to Contractor of the amounts specified in the invoice shall be made by telegraphic transfer .

Owner's payment will not relieve Contractor from its obligation to replace or re-perform unsatisfactory Services, even if the unsatisfactory character of Services may have been apparent or detected at the time such payment was made. Services, any other work, data, or components that do not conform to the requirements of the Contract will be rejected and may be replaced by Owner at the sole cost of Contractor. In addition, Owner, at its discretion, may withhold the whole or part of any payments to Contractor to such extent as may be necessary to protect Owner from loss due to, but not limited to, the following causes: (i) defective Services not corrected; (ii) damage to personnel or property of Owner or third party caused by the act, omission or negligence of Contractor, or its agents, officers, representatives, employees, or Sub-Contractors; (iii) breach of any of the provisions hereof or of the Contract by Contractor; or (iv) failure of Contractor to prosecute Services in a timely fashion to meet the completion date set forth in the Contract.

4. INDEPENDENT CONTRACTOR   It is understood and expressly agreed by Owner and Contractor that Contractor's relationship to Owner in performing the Contract is that of an independent contractor and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture or other business group or concerted action. Contractor is not to hold itself out as an employee or agent of Owner. Contractor shall not have legal authority to bind Owner in any way. The personnel performing Services under the Contract shall at all times be under Contractor's exclusive direction and control and shall be employees of the Contractor, and not of Owner.

5. TAXES   Contractor shall pay all taxes imposed against Contractor or its property or required to enable Contractor to perform the Contract. All taxes, except for those specified in the Contract as payable by Owner, shall be included in the Contract price. Contractor shall indemnify and hold Owner completely harmless against all costs and liabilities that Owner may incur with respect to Contractor's failure to make any of the tax payments or take actions specified herein.

6. RECORDS, INSPECTIONS AND REPORTS   Contractor shall maintain full and accurate records and accounts of all its activities in connection with the Contract, including evidence that Services were actually performed and reasonable substantiation of all expenses incurred and all property acquired thereunder. Owner shall have the right to inspect the books and records of Contractor or Sub-Contractor to verify its performance and expenses submitted under the Contract. Inspection shall either take place during normal business hours at Contractor's place of business or be conducted remotely whereby Contractor shall promptly submit all documentation reasonably requested by Owner. Contractor agrees to include the necessary provision in its contracts with Sub-Contractors that shall assure access by Owner's employees or representatives to inspect any Services performed and any equipment and materials provided in connection with Services. Without prejudice to the submission of reports as specified under the Contract, Contractor shall render any additional reports as to the performance of Services at such time or times, and in such form as Owner may reasonably require. This provision shall survive any termination, expiration or cancellation of the Contract.

7. NO ASSIGNMENT OR SUB-CONTRACTING   Notwithstanding anything to the contrary provided herein or under the Contract, Contractor shall not assign the Contract in whole or in part without the prior written approval of Owner, which approval may be withheld for any reason. No assignment, even if approved by Owner, will relieve Contractor of its responsibilities hereunder or under the Contract. Contractor shall not use any Sub-Contractors to perform Services without written permission from Owner, and no such permission will relieve Contractor of any of its obligations hereunder or under the Contract. Contractor shall ensure that all its contracts with its Sub-Contractors contain provisions which are in conformity with and no less stringent than the provisions hereof. Contractor shall be responsible to Owner for Services performed by all its Sub-Contractors to the same extent it is for activities performed by Contractor's employees.

8. SUSPENSION AND TERMINATION   Owner may suspend or terminate the Contract at any time and for any reason by notice, written or oral, to Contractor, and Contractor shall promptly comply. In the event that the Contract is suspended or terminated, Owner shall pay Contractor only for Services performed and obligations incurred prior to the suspension or termination and for costs that Contractor directly incurs in suspending or terminating Services, provided Owner has authorized such payments in advance. Owner may, at any time, authorize Contractor to resume any part of suspended Services by notice to Contractor, and Contractor shall then promptly comply. Notwithstanding anything to the contrary provided herein or in the Contract, in no event shall Owner be liable for any costs, claims, damages or liabilities whatsoever of Contractor or its Sub-Contractors including, without limitation, consequential, special or indirect damages, loss of profit or reimbursement, relating to unperformed Services. This provision shall survive any termination, expiration or cancellation of the Contract.

9. CONFIDENTIAL INFORMATION  Contractor agrees to treat as strictly confidential and to use only for the purposes of the Contract all information, including but not limited to technical and commercial information, which is provided "as is" in whatever form or medium by or on behalf of Owner, and to give access to such information only on a need-to-know basis to its employees, and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Owner's prior written consent. Contractor shall, upon Owner's demand, promptly return to Owner or destroy all such materials and information, not retaining any copies thereof. Contractor shall not use the name, logo, trademark, service mark or any other reference to Owner, either direct or indirect, in press releases, advertisements, sales literature or other publications and shall not disclose the terms and conditions of the Contract, without the prior written consent of Owner. This provision shall survive any termination, expiration or cancellation of the Contract.

10. CONTRACTOR'S PERSONNEL   If and when instructed by Owner, Contractor shall give to Owner a list of names and addresses of all persons who are or who may be at any time concerned with Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as Owner may reasonably require.

Where Contractor provides that Services shall be undertaken by named personnel, Contractor shall undertake all reasonable steps to ensure that their personnel shall remain for the full period of the Contract. In the event of sickness or other emergencies, Contractor shall, if and only if so requested by Owner, provide suitably qualified and experienced replacement personnel which are acceptable to Owner without additional charge or expense at the earliest possible opportunity. If, for any other reasons, changes in Contractor's personnel become necessary in the opinion of Owner, all replacement personnel shall be provided at the earliest opportunity and at no additional cost to Owner. Notwithstanding anything to the contrary provided herein or in the Contract, in the event that Contractor is unable to provide replacement personnel who are acceptable to Owner within sufficient time to enable Contractor to complete Services on time, then Owner may obtain replacement personnel from other sources and/or terminate the Contract at its discretion, in which event Owner shall only be liable for satisfactory work completed by Contractor up to the date of said termination.

Contractor shall take the steps reasonably required by Owner to prevent unauthorized persons being admitted to Owner's premises. If Owner gives Contractor notice that any person is not to be permitted to or is to be removed from Owner's premises, or is not to be involved in or is to be removed from involvement in Services, Contractor shall take all necessary steps to comply with such notice. The decision of Owner as to whether any person is to be admitted to or is to be removed from Owner's premises, or is not to become involved in or is to be removed from involvement in Services shall be final and conclusive. All costs and additional expenses resulting from the replacement, for whatever reason, of any of Contractor's personnel shall be for the account of Contractor, and Contractor hereby releases, indemnifies and forever discharges and holds harmless Owner from any costs, claims, losses, and damages of any kind whatsoever based on negligence, defamation, wrongful discharge or otherwise which Owner may suffer, sustain, pay or incur as the result of any removal.

Contractor, its Sub-contractor(s), agents, representatives, suppliers or employees engaged on Owner's premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when on those premises.

11. CHANGES AND MODIFICATIONS   Owner reserves the right to require changes to Services at any time for any reason. Contractor shall promptly inform Owner of any price and/or schedule modifications needed due to changes requested by Owner, and such modifications shall be agreed in writing by the parties in an amendment to the Contract signed by both parties. No changes proposed by Contractor shall be allowed unless accepted in writing by Owner in advance.

12. STANDARD OF PERFORMANCE; WARRANTY  Time is of the essence in the performance of Services by Contractor. Contractor warrants that (i) it shall perform Services with due diligence and in a safe, workmanlike, and competent manner and in accordance with all provisions of the Contract and applicable law; (ii) all staff assigned to the performance of Services shall possess and exercise such skill and experience as being necessary for the proper performance of Services; (iii) it has or shall obtain, at its sole expense, before performing any Services all the necessary certificates, permits, licenses and authorizations to conduct business and perform Services; (iv) it shall ascertain, before performing any Services, whether any drawings and specifications are at variance with applicable law and good engineering and operational practices, notify Owner of such variances, and with Owner's agreement ensure that necessary changes are made; and (v) all Services performed shall meet descriptions or specifications provided or agreed by Owner, and shall be free from defect or deficiency for the period of time set forth in the Contract.

If Owner discovers any defect or deficiency within the warranty period, and Owner has notified Contractor of the defect or deficiency within a reasonable period of time after its discovery, Contractor, at its sole expense, shall at Owner's option promptly re-perform or replace the defective or deficient Services (including all other labor, materials and other Services necessarily incidental to effecting such correction of the defect or deficiency). The re-performed or replaced Services shall be warranted on the same basis as provided above for the longer of the balance of the warranty period, or twelve (12) months from the date of completion or acceptance of the re-performance or replacement, whichever occurs last. If Contractor does not re-perform or replace the defective or deficient Services to the satisfaction of Owner, Owner shall have the right, at Owner's exclusive option, to (i) make the replacement or re-performance itself at Contractor's sole cost and expense, or (ii) have such replacement or re-performance made by a third party at Contractor's sole cost and expense, or (iii) to obtain from Contractor total reimbursement of the Contract price paid for the defective or deficient Services.

Contractor shall use its best efforts to ensure that any warranties available from Sub-Contractors or manufacturers are assigned or otherwise made available to Owner, and shall deliver to Owner a copy of each written warranty provided by Sub-Contractors, manufacturers, or any other third parties. The warranties hereunder and under the Contract shall be in addition to any warranties otherwise provided by law. This provision shall survive any termination, expiration or cancellation of the Contract.

13. INDEMNIFICATION  To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend at its own expense Owner and its agents, representatives, officers, and employees from and against any and all claims, damages (including without limitation claims of personal injury/death or property damage), losses, judgments, liabilities, expenses, and other costs, including litigation costs and attorney fees, arising or resulting from, or in connection with, the performance or breach of the Contract and/or this Agreement by Contractor or its officers, employees, agents, representatives, or Sub-Contractors. Contractor's obligation to defend, indemnify, and hold Owner and its agents, representatives, officers, and employees harmless is not limited to, or restricted by, any requirement in the Contract or this Agreement that Contractor procure and maintain a policy of insurance. This provision shall survive any termination, expiration or cancellation of the Contract.

14. INSURANCE  Without limiting Contractor's indemnification hereunder or under the Contract, Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the provision of Services. Contractor shall also provide and thereafter maintain all appropriate workmen's compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury or death in connection with the provision of Services. Contractor shall further provide and thereafter maintain liability insurance or similar social insurance, including but not limited to comprehensive commercial general liability and professional liability/indemnity insurance, in an adequate amount against public liability for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of Services or its agents, employees or Sub-Contractors performing Services or any other work in connection with the Contract. Except for the workmen's compensation insurance, the insurance policies hereunder shall name Owner as additional insured, include a waiver of subrogation of the Contractor's rights to the insurance carrier against Owner, and provide that Owner shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage. Contractor shall, upon request, provide Owner with satisfactory evidence of the insurance required hereunder or under the Contract.

For the purposes of the foregoing paragraph in this Section 14, "Contractor" shall also include its Sub-Contractor(s), if any. If, for whatever reason, Contractor fails to effect and maintain, or fails to procure that any Sub-Contractor effects and maintains, the insurance required hereby, Owner may take alternative arrangements necessary to protect its interests and recover the costs thereof from Contractor.

15. PROPERTY RIGHTS   Unless agreed otherwise between the parties in the Contract, all data, exhibits, drawings, graphical representations, plans, specifications, notes, reports, recommendations, work papers, written materials, publications, by-product, end-product, or any other information prepared or furnished by Contractor to Owner in the performance of the Contract shall become the sole property of Owner and may be used by Owner for any other purpose without additional compensation to Contractor. Contractor agrees that Services are "works for hire" and assigns all of Contractor's right, title, and interest to Owner. Owner shall be entitled to all intellectual property and other proprietary rights including but not limited to patents, copyrights, and trademarks, with regard to the above. At Owner's request, Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring them to Owner in compliance with the requirements of the applicable law. This provision shall survive any termination, expiration or cancellation of the Contract.

16. INTELLECTUAL PROPERTY INDEMNIFICATION   For the purposes of this Section 16, "Intellectual Property Right" means any patent, trademark, service mark, copyright, trade secret, or other proprietary right of a third party. Contractor represents and warrants that Services and related goods, materials and articles, in the form delivered to Owner, including any labels or trademarks affixed thereto by or on behalf of Contractor, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Contractor shall defend at Contractor's expense and indemnify and hold Owner harmless against any expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting from the manufacture, sale, use, possession or other disposition of any Services and related goods, materials or articles furnished by Contractor under the Contract; provided, however, that Owner at its own option shall have the right to participate in the defense of any such claim or lawsuit without relieving Contractor of any of its indemnification obligations above. Without prejudice to any other right or remedy available to Owner under the Contract, hereunder, or at law, Contractor shall procure the right for Owner to continue to use the Services at no extra costs to Owner. The indemnities set forth in this Section shall include, without limitation, payment as incurred and when due of all penalties, awards and judgments; all court and arbitration costs; attorney's fees and other reasonable out-of-pocket costs incurred in connection with such claims or lawsuits. This provision shall survive any termination, expiration or cancellation of the Contract.

17. GROSS NEGLIGENCE AND WILLFUL MISCONDUCT  Notwithstanding anything to the contrary stated herein or in the Contract, each party shall bear full responsibility, without limit, for its Gross Negligence or Willful Misconduct attributable to its employees, officers, agents, and representatives and, in no event, will a party be required to release or indemnify the other party for Gross Negligence or Willful Misconduct attributable to the other party's employees, officers, agents, and representatives. For the purposes of this Section 17, "Gross Negligence" shall mean any act or failure to act (whether sole, joint, or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences, while "Willful Misconduct" shall mean an intentional disregard of good and prudent standards of performance or of any of the terms hereof or of the Contract, and any Sub-Contractor of a party shall be deemed to be that party. This provision shall survive any termination, expiration or cancellation of the Contract.

18. GOVERNING LAW AND DISPUTE RESOLUTION   Unless agreed otherwise between the parties in the Contract, the Contract and this Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea. All disputes arising out of or in connection herewith shall first be attempted by Owner and Contractor to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. All disputes that are not so settled shall be submitted under the exclusive jurisdiction of Seoul Central District Court, provided that judgment rendered thereby may be entered and enforced in any court of competent jurisdiction. This provision shall survive any termination, expiration or cancellation of the Contract.

19. FORCE MAJEURE  Neither party shall be responsible for any delay or failure in performance arising as a result, and to the extent, of any occurrence or contingency beyond its reasonable control, including but not limited to, accident, act of God, acts of the public enemy, earthquake, fire, flood, riots, civil commotion, war (declared or not), requirements or acts of any government, de facto government or agency thereof. The delayed party shall immediately send written notice of the delay and the reason thereof to the other party. Any failure of Sub-Contractor to perform its obligations will not be considered as a cause or an event of force majeure unless it is a consequence of force majeure as defined in this Section 19.

20. COMPLIANCE WITH LAW AND AUTHORITY   Contractor shall comply with all laws, ordinances, rules and regulations bearing upon the performance of its obligations under the Contract. Contractor's personnel performing Services shall observe all fire prevention, security and safety rules in force at the site of the work. When performing all obligations under the Contract, Contractor shall comply with all specific instructions of Owner with regard to environmental concerns, regardless of whether such instructions are based upon specific law, regulation or order of any governmental authority.

21. NO WAIVER   No waiver by Owner of any breach or default of Contractor under the Contract or this Agreement shall be effective unless it is in writing, and such waiver shall not be a waiver of any subsequent or different breach or default. No failure or delay by Owner in enforcing any provision of the Contract or this Agreement or in exercising any right, power or privilege thereunder and hereunder shall operate as a waiver thereof and hereof, and nor shall it affect Owner's right to enforce compliance thereto and hereto at a later time.

22. NOTICE   All notices given hereunder shall, unless otherwise specifically provided, be given in writing by personal delivery, mail, electronic mail, or facsimile transmission at the respective addresses of Owner and Contractor set forth in the Contract, unless either party at any time designates another address for itself by notifying the other party thereof. Notices given as herein provided shall be considered effective upon receipt by the intended recipient. This provision shall survive any termination, expiration or cancellation of the Contract.

23. SET OFF   If Owner has any claim against Contractor related or unrelated to the Contract, it may set off the amount of such claim against any amount due hereunder or under the Contract.

24. SEVERABILITY   In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

25. RIGHTS OF THIRD PARTIES   Nothing in the Contract or in this Agreement confers or purports to confer on any third party any right to enforce any term hereof or of the Contract. Notwithstanding the foregoing, any affiliate of Owner receiving the benefits of Services provided by Contractor, directly or indirectly, shall be a third party beneficiary entitling such affiliate to all warranties and indemnities as if the affiliate were Owner as well as all other rights normally provided to a third party beneficiary. For the purposes of this Section 25, "affiliate" shall mean any entity, which, directly or indirectly, controls, is controlled by, or is under common control with Owner or Contractor, where control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of, the management or policies of a legal entity, whether through the ownership directly or indirectly of at least fifty (50) percent of the shares or voting rights, the ability to appoint a majority of the directors of such legal entity, by contract, law or otherwise. This provision shall survive any termination, expiration or cancellation of the Contract.

26. HEADINGS   Section headings are for convenience only and shall have no legal or interpretive effect.

General Terms and Conditions for Supervision


1. DEFINITIONS   As used in these General Terms and Conditions ("Agreement"), the following terms shall have the meanings set forth below:
(a) "Contract" means a Secion I and Section II which are entered into by Owner and Contractor to retain Services, and includes without limitation all attachments, exhibits and documents referenced therein and all terms and conditions thereof, together with any subsequent modifications thereto.
(b) "Services" means professional services rendered by Contractor and/or Sub-Contractor(s) as provided in a Contract, including without limitation any work, management, direction, or supervision of work, provision of technical information, technical or other consulting services, design services, analytical/evaluation services, repair and/or installation services, transportation services or any other specialized services.
(c) "Owner" means GS Caltex Corporation, a corporation registered and existing under the laws of the Republic of Korea with its registered office at GS Tower, 679, Yoksam-dong, Kangnam-gu, Seoul 135-985, Korea, unless otherwise designated by GS Caltex Corporation.
(d) "Contractor" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity with which the Contract is entered into and who will provide Services pursuant to the Contract.
(e) "Sub-Contractor" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity who supplies Contractor with Services or related work which are used by Contractor in connection with the Contract.

2. CONTRACT FOR PROFESSIONAL SERVICES   This Agreement supplements all Contracts, unless otherwise stated by Owner in writing. They are to be read as in addition to any terms specified in a Contract. Notwithstanding anything to the contrary stated herein or any other document relating to a Contract, Contractor agrees that its acceptance of the Contract constitutes Contractor's express acceptance of the terms and conditions set out herein and no other terms or conditions shall apply to a Contract under any circumstances unless first agreed in writing by Owner.

3. INVOICING AND PAYMENT   Contractor shall submit an itemized invoice to Owner in accordance with the payment scheme and schedule set out in the Contract. All invoices shall refer to the individual Contract and, where appropriate, quote the purchase order number. Contractor shall submit with the invoice such records as Owner may reasonably require, including but not limited to time sheets, expenses incurred, invoices paid or any other documents which would enable Owner to verify the information and the amounts referred to in that invoice. Except where otherwise provided in the Contract, the amount payable to Contractor for the performance of Services shall be inclusive of all costs of staff, facilities, equipment, materials, license, royalties and all other expenses whatsoever incurred by Contractor in discharging its obligations under the Contract. Unless otherwise agreed by Owner in writing, payments by Owner to Contractor of the amounts specified in the invoice shall be made by telegraphic transfer .

Owner's payment will not relieve Contractor from its obligation to replace or re-perform unsatisfactory Services, even if the unsatisfactory character of Services may have been apparent or detected at the time such payment was made. Services, any other work, data, or components that do not conform to the requirements of the Contract will be rejected and may be replaced by Owner at the sole cost of Contractor. In addition, Owner, at its discretion, may withhold the whole or part of any payments to Contractor to such extent as may be necessary to protect Owner from loss due to, but not limited to, the following causes: (i) defective Services not corrected; (ii) damage to personnel or property of Owner or third party caused by the act, omission or negligence of Contractor, or its agents, officers, representatives, employees, or Sub-Contractors; (iii) breach of any of the provisions hereof or of the Contract by Contractor; or (iv) failure of Contractor to prosecute Services in a timely fashion to meet the completion date set forth in the Contract.

4. INDEPENDENT CONTRACTOR   It is understood and expressly agreed by Owner and Contractor that Contractor's relationship to Owner in performing the Contract is that of an independent contractor and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture or other business group or concerted action. Contractor is not to hold itself out as an employee or agent of Owner. Contractor shall not have legal authority to bind Owner in any way. The personnel performing Services under the Contract shall at all times be under Contractor's exclusive direction and control and shall be employees of the Contractor, and not of Owner.

5. TAXES   Contractor shall pay all taxes imposed against Contractor or its property or required to enable Contractor to perform the Contract. All taxes, except for those specified in the Contract as payable by Owner, shall be included in the Contract price. Contractor shall indemnify and hold Owner completely harmless against all costs and liabilities that Owner may incur with respect to Contractor's failure to make any of the tax payments or take actions specified herein.

6. RECORDS, INSPECTIONS AND REPORTS   Contractor shall maintain full and accurate records and accounts of all its activities in connection with the Contract, including evidence that Services were actually performed and reasonable substantiation of all expenses incurred and all property acquired thereunder. Owner shall have the right to inspect the books and records of Contractor or Sub-Contractor to verify its performance and expenses submitted under the Contract. Inspection shall either take place during normal business hours at Contractor's place of business or be conducted remotely whereby Contractor shall promptly submit all documentation reasonably requested by Owner. Contractor agrees to include the necessary provision in its contracts with Sub-Contractors that shall assure access by Owner's employees or representatives to inspect any Services performed and any equipment and materials provided in connection with Services. Without prejudice to the submission of reports as specified under the Contract, Contractor shall render any additional reports as to the performance of Services at such time or times, and in such form as Owner may reasonably require. This provision shall survive any termination, expiration or cancellation of the Contract.

7. NO ASSIGNMENT OR SUB-CONTRACTING   Notwithstanding anything to the contrary provided herein or under the Contract, Contractor shall not assign the Contract in whole or in part without the prior written approval of Owner, which approval may be withheld for any reason. No assignment, even if approved by Owner, will relieve Contractor of its responsibilities hereunder or under the Contract. Contractor shall not use any Sub-Contractors to perform Services without written permission from Owner, and no such permission will relieve Contractor of any of its obligations hereunder or under the Contract. Contractor shall ensure that all its contracts with its Sub-Contractors contain provisions which are in conformity with and no less stringent than the provisions hereof. Contractor shall be responsible to Owner for Services performed by all its Sub-Contractors to the same extent it is for activities performed by Contractor's employees.

8. SUSPENSION AND TERMINATION   Owner may suspend or terminate the Contract at any time and for any reason by notice, written or oral, to Contractor, and Contractor shall promptly comply. In the event that the Contract is suspended or terminated, Owner shall pay Contractor only for Services performed and obligations incurred prior to the suspension or termination and for costs that Contractor directly incurs in suspending or terminating Services, provided Owner has authorized such payments in advance. Owner may, at any time, authorize Contractor to resume any part of suspended Services by notice to Contractor, and Contractor shall then promptly comply. Notwithstanding anything to the contrary provided herein or in the Contract, in no event shall Owner be liable for any costs, claims, damages or liabilities whatsoever of Contractor or its Sub-Contractors including, without limitation, consequential, special or indirect damages, loss of profit or reimbursement, relating to unperformed Services. This provision shall survive any termination, expiration or cancellation of the Contract.

9. CONFIDENTIAL INFORMATION  Contractor agrees to treat as strictly confidential and to use only for the purposes of the Contract all information, including but not limited to technical and commercial information, which is provided "as is" in whatever form or medium by or on behalf of Owner, and to give access to such information only on a need-to-know basis to its employees, and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Owner's prior written consent. Contractor shall, upon Owner's demand, promptly return to Owner or destroy all such materials and information, not retaining any copies thereof. Contractor shall not use the name, logo, trademark, service mark or any other reference to Owner, either direct or indirect, in press releases, advertisements, sales literature or other publications and shall not disclose the terms and conditions of the Contract, without the prior written consent of Owner. This provision shall survive any termination, expiration or cancellation of the Contract.

10. CONTRACTOR'S PERSONNEL   If and when instructed by Owner, Contractor shall give to Owner a list of names and addresses of all persons who are or who may be at any time concerned with Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as Owner may reasonably require.

Where Contractor provides that Services shall be undertaken by named personnel, Contractor shall undertake all reasonable steps to ensure that their personnel shall remain for the full period of the Contract. In the event of sickness or other emergencies, Contractor shall, if and only if so requested by Owner, provide suitably qualified and experienced replacement personnel which are acceptable to Owner without additional charge or expense at the earliest possible opportunity. If, for any other reasons, changes in Contractor's personnel become necessary in the opinion of Owner, all replacement personnel shall be provided at the earliest opportunity and at no additional cost to Owner. Notwithstanding anything to the contrary provided herein or in the Contract, in the event that Contractor is unable to provide replacement personnel who are acceptable to Owner within sufficient time to enable Contractor to complete Services on time, then Owner may obtain replacement personnel from other sources and/or terminate the Contract at its discretion, in which event Owner shall only be liable for satisfactory work completed by Contractor up to the date of said termination.

Contractor shall take the steps reasonably required by Owner to prevent unauthorized persons being admitted to Owner's premises. If Owner gives Contractor notice that any person is not to be permitted to or is to be removed from Owner's premises, or is not to be involved in or is to be removed from involvement in Services, Contractor shall take all necessary steps to comply with such notice. The decision of Owner as to whether any person is to be admitted to or is to be removed from Owner's premises, or is not to become involved in or is to be removed from involvement in Services shall be final and conclusive. All costs and additional expenses resulting from the replacement, for whatever reason, of any of Contractor's personnel shall be for the account of Contractor, and Contractor hereby releases, indemnifies and forever discharges and holds harmless Owner from any costs, claims, losses, and damages of any kind whatsoever based on negligence, defamation, wrongful discharge or otherwise which Owner may suffer, sustain, pay or incur as the result of any removal.

Contractor, its Sub-contractor(s), agents, representatives, suppliers or employees engaged on Owner's premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when on those premises.

11. CHANGES AND MODIFICATIONS   Owner reserves the right to require changes to Services at any time for any reason. Contractor shall promptly inform Owner of any price and/or schedule modifications needed due to changes requested by Owner, and such modifications shall be agreed in writing by the parties in an amendment to the Contract signed by both parties. No changes proposed by Contractor shall be allowed unless accepted in writing by Owner in advance.

12. STANDARD OF PERFORMANCE; WARRANTY  Time is of the essence in the performance of Services by Contractor. Contractor warrants that (i) it shall perform Services with due diligence and in a safe, workmanlike, and competent manner and in accordance with all provisions of the Contract and applicable law; (ii) all staff assigned to the performance of Services shall possess and exercise such skill and experience as being necessary for the proper performance of Services; (iii) it has or shall obtain, at its sole expense, before performing any Services all the necessary certificates, permits, licenses and authorizations to conduct business and perform Services; (iv) it shall ascertain, before performing any Services, whether any drawings and specifications are at variance with applicable law and good engineering and operational practices, notify Owner of such variances, and with Owner's agreement ensure that necessary changes are made; and (v) all Services performed shall meet descriptions or specifications provided or agreed by Owner, and shall be free from defect or deficiency for the period of time set forth in the Contract.

If Owner discovers any defect or deficiency within the warranty period, and Owner has notified Contractor of the defect or deficiency within a reasonable period of time after its discovery, Contractor, at its sole expense, shall at Owner's option promptly re-perform or replace the defective or deficient Services (including all other labor, materials and other Services necessarily incidental to effecting such correction of the defect or deficiency). The re-performed or replaced Services shall be warranted on the same basis as provided above for the longer of the balance of the warranty period, or twelve (12) months from the date of completion or acceptance of the re-performance or replacement, whichever occurs last. If Contractor does not re-perform or replace the defective or deficient Services to the satisfaction of Owner, Owner shall have the right, at Owner's exclusive option, to (i) make the replacement or re-performance itself at Contractor's sole cost and expense, or (ii) have such replacement or re-performance made by a third party at Contractor's sole cost and expense, or (iii) to obtain from Contractor total reimbursement of the Contract price paid for the defective or deficient Services.

Contractor shall use its best efforts to ensure that any warranties available from Sub-Contractors or manufacturers are assigned or otherwise made available to Owner, and shall deliver to Owner a copy of each written warranty provided by Sub-Contractors, manufacturers, or any other third parties. The warranties hereunder and under the Contract shall be in addition to any warranties otherwise provided by law. This provision shall survive any termination, expiration or cancellation of the Contract.

13. INDEMNIFICATION  To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend at its own expense Owner and its agents, representatives, officers, and employees from and against any and all claims, damages (including without limitation claims of personal injury/death or property damage), losses, judgments, liabilities, expenses, and other costs, including litigation costs and attorney fees, arising or resulting from, or in connection with, the performance or breach of the Contract and/or this Agreement by Contractor or its officers, employees, agents, representatives, or Sub-Contractors. Contractor's obligation to defend, indemnify, and hold Owner and its agents, representatives, officers, and employees harmless is not limited to, or restricted by, any requirement in the Contract or this Agreement that Contractor procure and maintain a policy of insurance. This provision shall survive any termination, expiration or cancellation of the Contract.

14. INSURANCE  Without limiting Contractor's indemnification hereunder or under the Contract, Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the provision of Services. Contractor shall also provide and thereafter maintain all appropriate workmen's compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury or death in connection with the provision of Services. Contractor shall further provide and thereafter maintain liability insurance or similar social insurance, including but not limited to comprehensive commercial general liability and professional liability/indemnity insurance, in an adequate amount against public liability for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of Services or its agents, employees or Sub-Contractors performing Services or any other work in connection with the Contract. Except for the workmen's compensation insurance, the insurance policies hereunder shall name Owner as additional insured, include a waiver of subrogation of the Contractor's rights to the insurance carrier against Owner, and provide that Owner shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage. Contractor shall, upon request, provide Owner with satisfactory evidence of the insurance required hereunder or under the Contract.

For the purposes of the foregoing paragraph in this Section 14, "Contractor" shall also include its Sub-Contractor(s), if any. If, for whatever reason, Contractor fails to effect and maintain, or fails to procure that any Sub-Contractor effects and maintains, the insurance required hereby, Owner may take alternative arrangements necessary to protect its interests and recover the costs thereof from Contractor.

15. PROPERTY RIGHTS   Unless agreed otherwise between the parties in the Contract, all data, exhibits, drawings, graphical representations, plans, specifications, notes, reports, recommendations, work papers, written materials, publications, by-product, end-product, or any other information prepared or furnished by Contractor to Owner in the performance of the Contract shall become the sole property of Owner and may be used by Owner for any other purpose without additional compensation to Contractor. Contractor agrees that Services are "works for hire" and assigns all of Contractor's right, title, and interest to Owner. Owner shall be entitled to all intellectual property and other proprietary rights including but not limited to patents, copyrights, and trademarks, with regard to the above. At Owner's request, Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring them to Owner in compliance with the requirements of the applicable law. This provision shall survive any termination, expiration or cancellation of the Contract.

16. INTELLECTUAL PROPERTY INDEMNIFICATION   For the purposes of this Section 16, "Intellectual Property Right" means any patent, trademark, service mark, copyright, trade secret, or other proprietary right of a third party. Contractor represents and warrants that Services and related goods, materials and articles, in the form delivered to Owner, including any labels or trademarks affixed thereto by or on behalf of Contractor, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Contractor shall defend at Contractor's expense and indemnify and hold Owner harmless against any expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting from the manufacture, sale, use, possession or other disposition of any Services and related goods, materials or articles furnished by Contractor under the Contract; provided, however, that Owner at its own option shall have the right to participate in the defense of any such claim or lawsuit without relieving Contractor of any of its indemnification obligations above. Without prejudice to any other right or remedy available to Owner under the Contract, hereunder, or at law, Contractor shall procure the right for Owner to continue to use the Services at no extra costs to Owner. The indemnities set forth in this Section shall include, without limitation, payment as incurred and when due of all penalties, awards and judgments; all court and arbitration costs; attorney's fees and other reasonable out-of-pocket costs incurred in connection with such claims or lawsuits. This provision shall survive any termination, expiration or cancellation of the Contract.

17. GROSS NEGLIGENCE AND WILLFUL MISCONDUCT  Notwithstanding anything to the contrary stated herein or in the Contract, each party shall bear full responsibility, without limit, for its Gross Negligence or Willful Misconduct attributable to its employees, officers, agents, and representatives and, in no event, will a party be required to release or indemnify the other party for Gross Negligence or Willful Misconduct attributable to the other party's employees, officers, agents, and representatives. For the purposes of this Section 17, "Gross Negligence" shall mean any act or failure to act (whether sole, joint, or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences, while "Willful Misconduct" shall mean an intentional disregard of good and prudent standards of performance or of any of the terms hereof or of the Contract, and any Sub-Contractor of a party shall be deemed to be that party. This provision shall survive any termination, expiration or cancellation of the Contract.

18. GOVERNING LAW AND DISPUTE RESOLUTION   Unless agreed otherwise between the parties in the Contract, the Contract and this Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea. All disputes arising out of or in connection herewith shall first be attempted by Owner and Contractor to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. All disputes that are not so settled shall be submitted under the exclusive jurisdiction of Seoul Central District Court, provided that judgment rendered thereby may be entered and enforced in any court of competent jurisdiction. This provision shall survive any termination, expiration or cancellation of the Contract.

19. FORCE MAJEURE  Neither party shall be responsible for any delay or failure in performance arising as a result, and to the extent, of any occurrence or contingency beyond its reasonable control, including but not limited to, accident, act of God, acts of the public enemy, earthquake, fire, flood, riots, civil commotion, war (declared or not), requirements or acts of any government, de facto government or agency thereof. The delayed party shall immediately send written notice of the delay and the reason thereof to the other party. Any failure of Sub-Contractor to perform its obligations will not be considered as a cause or an event of force majeure unless it is a consequence of force majeure as defined in this Section 19.

20. COMPLIANCE WITH LAW AND AUTHORITY   Contractor shall comply with all laws, ordinances, rules and regulations bearing upon the performance of its obligations under the Contract. Contractor's personnel performing Services shall observe all fire prevention, security and safety rules in force at the site of the work. When performing all obligations under the Contract, Contractor shall comply with all specific instructions of Owner with regard to environmental concerns, regardless of whether such instructions are based upon specific law, regulation or order of any governmental authority.

21. NO WAIVER   No waiver by Owner of any breach or default of Contractor under the Contract or this Agreement shall be effective unless it is in writing, and such waiver shall not be a waiver of any subsequent or different breach or default. No failure or delay by Owner in enforcing any provision of the Contract or this Agreement or in exercising any right, power or privilege thereunder and hereunder shall operate as a waiver thereof and hereof, and nor shall it affect Owner's right to enforce compliance thereto and hereto at a later time.

22. NOTICE   All notices given hereunder shall, unless otherwise specifically provided, be given in writing by personal delivery, mail, electronic mail, or facsimile transmission at the respective addresses of Owner and Contractor set forth in the Contract, unless either party at any time designates another address for itself by notifying the other party thereof. Notices given as herein provided shall be considered effective upon receipt by the intended recipient. This provision shall survive any termination, expiration or cancellation of the Contract.

23. SET OFF   If Owner has any claim against Contractor related or unrelated to the Contract, it may set off the amount of such claim against any amount due hereunder or under the Contract.

24. SEVERABILITY   In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

25. RIGHTS OF THIRD PARTIES   Nothing in the Contract or in this Agreement confers or purports to confer on any third party any right to enforce any term hereof or of the Contract. Notwithstanding the foregoing, any affiliate of Owner receiving the benefits of Services provided by Contractor, directly or indirectly, shall be a third party beneficiary entitling such affiliate to all warranties and indemnities as if the affiliate were Owner as well as all other rights normally provided to a third party beneficiary. For the purposes of this Section 25, "affiliate" shall mean any entity, which, directly or indirectly, controls, is controlled by, or is under common control with Owner or Contractor, where control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of, the management or policies of a legal entity, whether through the ownership directly or indirectly of at least fifty (50) percent of the shares or voting rights, the ability to appoint a majority of the directors of such legal entity, by contract, law or otherwise. This provision shall survive any termination, expiration or cancellation of the Contract.

26. HEADINGS   Section headings are for convenience only and shall have no legal or interpretive effect.