1.The judgment of the first instance shall be modified as follows:

The Defendant (Counterclaim Plaintiff) as the supplier, and the Plaintiff (Counterclaim Defendant) as the supplier.

1. Basic facts

A. The relationship between the parties (1) The Plaintiff is a public institution affiliated with the Small and Medium Business Administration established with the aim of expanding markets for small and medium enterprises and supporting small and medium retail distribution, such as public relations of products of small and medium enterprises, exhibition, mail order, electronic commerce transaction, home shopping mall business, and consignment sales business.

In addition, the defendant is a company established for the purpose of mining, wholesale, retail and service business.

(2) The purpose of each distribution business, electronic commerce business, medical appliances, food, health assistance, food, promotional products, miscellaneous goods, etc. is manufacturing business, wholesale and retail business, etc. of D, E, and F (hereinafter collectively referred to as “G3 company,” and each “D, E,” “E, and “F”).

G3 Companies are incorporated as a separate corporation, but substantial operators are K.

B. Since entering into an exclusive agency contract with G3 companies on March 2006, the Plaintiff continued to renew and maintain the agency contract since it entered into an exclusive agency contract with G3 companies on the sales of salesroom stores in the Internet shopping mall (credit card companies and distributors, etc.).

On November 2009, the Plaintiff entered into an entrustment contract with G3 companies, respectively, on the part of the Plaintiff, for the purchase of goods from small and medium enterprises, and for the sales of goods purchased by the Plaintiff, such as the points sunset business (hereinafter “instant entrustment contract”).

The main contents of the instant entrustment contract are as follows.

Article 1 (Purpose) The purpose of this Agreement is to promote not only the expansion of support for the market development of small and medium enterprises, but also the mutual benefits of the two companies by entrusting the business affairs such as points sunset to G3 companies based on the trust relationship between the Plaintiff and G3 companies.

Article 2 (Definitions of Terms) The definitions of terms used in this Agreement shall be as follows:

(1) Point sunset business: Internet shopping mall operated by each card company so that customers may use accumulated card points.