Exhibit 10.9
AltiGen Communications, Inc.
DISTRIBUTOR AGREEMENT
THIS DISTRIBUTOR AGREEMENT ("Agreement") is made and entered into as of
this _____ day of April, 1997 (the "Effective Date") by and between ALTIGEN
COMMUNICATIONS, INC., with principal offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("AltiGen") and Kanematsu; Semiconductor Corporation, a
Japanese corporation, with principal offices at ▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇-
▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ("Distributor").
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. DEFINITIONS
1.1 End User means a licensee who acquires Products for Internal Use
(rather than distribution or resale) in accordance with the terms of an
End-User License Agreement substantially in the form of the End-User
License Agreement attached hereto as Exhibit A (the "End-User Agreement").
1.2 Internal Use means use for purposes which do not directly produce
revenue for the End User. "Internal Use" does not include timesharing.
1.3. Intellectual Property means any patent, copyright, trade name, trade
▇▇▇▇, trade secret, know-how, mask work or any other intellectual property
right or proprietary information or technology, whether registered or
unregistered.
1.4. Product means software program packages and physical computer
hardware, including (1) a program code, in object code form only, on
diskette(s) or CD-ROM (the "Program"); (2) physical computer hardware
including computer boards, computer power supply, computer cables (the "PC
Hardware"); (3) instruction booklets and other information prepared for
End-Users concerning the use of the program and computer hardware
("Documentation"); (4) an End-User Agreement. The Products include only
those listed by title and functional description on the "Product and Price
List" attached hereto as Exhibit B.
1.5. Purchase Objectives means the minimum quantity of each Product which
Distributor commits to purchase quarterly during the term of this
Agreement, as mutually agreed upon and set forth in Exhibit C attached
hereto.
1.6. Territory means [*]. In the event Distributor achieves design-in of
the Product into any customer's system in the Territory and such customer
decides to purchase such Products outside of the Territory, AltiGen shall
pay to Distributor a commission agreed upon between AltiGen and Distributor
on a case by case basis.
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[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
1.7 Assigned Customers means customers assigned to Distributor, as listed
in the Exhibit E attached hereto
2. GRANT OF DISTRIBUTION RIGHT
Subject to the terms and conditions set forth in this Agreement, AltiGen
hereby grants to Distributor a non-exclusive, non-transferable right to (a)
market and distribute the Products to original equipment manufacturers, system
integrators and Dealers located in the Territory. and (b) use the Products for
those purposes set forth in the Agreement. Distributor shall not, directly or
indirectly, solicit sales of the Products outside of the Territory without the
prior written consent of AltiGen. AltiGen retains the right to sell the Products
directly to other parties in the Territory, including, by way of illustration
but not limitation, distributors, original equipment manufacturers and End
Users. Distributor shall have no right to modify the Product or Documentation
without the prior written approval of AltiGen. Distributor agrees not to (a)
reverse engineer, de-compile, disassemble or otherwise reduce the Product to
human-perceivable form, or to encourage or assist third parties in doing so or
(b) distribute the Product by rental or lease. All rights not expressly granted
herein are retained by AltiGen. Distributor shall have no right to make copies
from a golden master or grant End Users the right to make copies from a golden
master absent further agreement between AltiGen and the Distributor.
3. OWNERSHIP
Except as specified in this Agreement, AltiGen does not grant to
Distributor any rights in or to any Intellectual Property related to the Product
or to any materials furnished hereunder. The Intellectual Property embodied in
the Product, all modifications thereto, and all Documentation thereof, are
proprietary to AltiGen, and AltiGen retains all right, title and interest in and
to such Intellectual Property.
4. PRICES AND PAYMENTS
4.1. Prices. Distributor shall pay AltiGen, for each Product and upgrade,
the Distributor list price for the Product as set forth on Exhibit B.
Both the AltiGen standard list price and the Distributor's discount
levels are subject to change by AltiGen from time to time in its sole
discretion upon [*] written notice to Distributor. Orders requesting
delivery after receipt of notice of a price or discount change will be
charged at the new price or discount level.
4.2. Distributor Pricing. Distributor is free to determine its own resale
prices for the Products..Although AltiGen may publish suggested list
prices, these are suggestions only and are not binding in any way.
4.3. Payment. Upon approval of credit by AltiGen, payment for additional
orders shall be due and payable within [*] following shipment. Invoices
not paid when due shall accrue interest on an annual basis from the date
due until paid of [*] on any outstanding balance, or the maximum legal
rate allowed by law, whichever is less. All Products ordered in excess of
any credit limit shall be paid for in acceptable currency in
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THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
advance of shipment, by a letter of credit drawn upon a bank acceptable to
AltiGen. a bank cashier's check, or a bank wire transfer AltiGen reserves
the right to vary, change, or limit the amount or duration of credit to be
allowed to Distributor, either generally or with respect to a particular
order. In the event AltiGen does not extend credit to Distributor, payment
for all purchases hereunder shall be made in advance of shipment or,
AltiGen's option, C.O.D.
4.4. Distributor Price Protection. AltiGen shall notify Distributor of the
effective date of a price decrease for any of the Products covered herein.
Inventory acquired by Distributor from AltiGen less than [*] before the
effective date of the price decrease and not yet sold or under a contract
for sale will be granted price protection as set forth herein. [*] To
obtain price protection, within [*] of receipt of AltiGen's notice of the
price decrease, Distributor shall provide to AltiGen a written inventory
report showing by part number the quantity of each AltiGen Product in the
Distributor's inventory as of the effective date of the price decrease.
Price protection will not be granted in the case of a temporary price
decrease or special promotion.
5. STOCK ROTATION
5.1. Inventory Balancing. Provided that Distributor issues a simultaneous
offsetting purchase order, Distributor may, once during each quarter,
return for credit Product purchased in excess of the quarterly Purchase
Objectives for up to a maximum of [*] dollar sales invoiced by AltiGen
during the immediately preceding quarter. The credit issued for the
returned inventory will be based on the [*] at which the Products were
available to Distributor during the period commencing with the date on
which the Product was purchased and ending on the date the Product was
returned., and may be used on a dollar-for-dollar basis solely to purchase
additional Product pursuant to the offsetting purchase order. The right to
balance inventory granted herein must be exercised by the last day of the
second month of the quarter. Distributor shall submit a request for
authorization to return Product for inventory balancing which shall state
the quantity of Product to be returned. Upon receipt of such request,
AltiGen shall issue a return of materials authorization number. Inventory
returned under this section must be accompanied by a return of materials
authorization number assigned by AltiGen and (i) in merchantable condition,
in its factory-sealed packaging, or (ii) if the returned Product is
returned because defective by virtue of being in breach of the warranty
provided for in the End-User Agreement, returned with the entire contents
of such Product package. All Products returned under this subsection (5.1)
shall be returned within thirty (30) days of the date of issuance of the
return of materials authorization number. Distributor shall pay for the
shipping of returned Products to AltiGen and AltiGen shall pay for the
shipping of replacement Product sent to Distributor.
5.2. Product Refresh. AltiGen may, at its sole discretion, modify the
Products. For purposes of this Agreement, AltiGen shall have sole
discretion as to whether a Product is deemed to be a new version of an
existing Product to be provided to Distributor under the
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[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
terms of this Agreement or a new Product requiring execution of an appendix
to this Agreement prior to distribution. Once a new version of a Product
covered by this Agreement begins shipping, Distributor shall have thirty
(30) days from the first AltiGen shipment date of the new version to
Distributor, or from written notification by AltiGen of the new version,
whichever is later, (i) to submit an offsetting purchase order for an equal
dollar-for-dollar value of the new version of the Product and (ii) to
return Product from the prior release from Distributor's inventory that was
shipped by AltiGen to Distributor within the previous ninety.(90) days.
Such returns shall be shipped at Distributor's expense. Returned Product
will be exchanged by AltiGen on a dollar for dollar basis, proportional
with any price increase or decrease, with the new version of the Product
and shipped to Distributor at AltiGen's expense. Product returned under
this provision must be in merchantable condition and in its original
factory-sealed packaging. The right to refresh Product under this
subsection (5.2) shall be in addition to Distributor's inventory-balancing
right under subsection (5.1) above.
5.3. Product Discontinuation. AltiGen shall provide Distributor with one
hundred eighty (180) days written notice prior to AltiGen's discontinuation
of any Product. Upon receipt of such notice, Distributor shall have the
right to return all discontinued Products purchased within sixty (60) days
after the notice of discontinuation for a credit to Distributor's account
of the Product's purchase price less any discounts or credits previously
received. Credits granted hereunder can only be used for future purchases
of Products. The right to return discontinued Product under this subsection
(5.3) shall be in addition to Distributor's inventory-balancing right under
subsection (5.1) above.
5.4. Distributor Financial Condition. Distributor represents and warrants
that it is and at all times during the term of this Agreement shall remain
in good financial condition, solvent and able to pay its bills when due.
Distributor further represents and warrants that it has and at all times
during the term of this Agreement shall retain the ability to order and pay
for all Product Distributor is obliged to purchase under Section 7.2 below.
From time to time, on reasonable notice by AltiGen, Distributor shall
furnish financial statements as necessary to determine Distributor's
financial condition.
5.5. Taxes. Prices calculated in accordance with Exhibit B are exclusive
of all applicable taxes. Distributor agrees to pay all taxes associated
with the marketing, distribution and delivery of the Products ordered,
including but not limited to sales, use, excise, added value and similar
taxes and all customs, duties or governmental impositions, but excluding
taxes on AltiGen's net income. Any tax or duty AltiGen may be required to
collect or pay upon the marketing or delivery of the Products shall be paid
by Distributor and such sums shall be due and payable to AltiGen upon
delivery. If claiming a tax exemption, Distributor must provide AltiGen
with valid tax exemption certificates at the time of invoicing.
6. PRODUCT CHANGES
AltiGen shall have the right, in its sole discretion, without liability to
Distributor, to (a) change the Products available on the Product List, (b)
change the design, or discontinue developing, producing, licensing or
distributing any of the Products covered by this
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Agreement and (c) announce new Products to which the terms and conditions of
this Agreement do not apply The parties agree that additional Products may be
added to the Agreement by execution of an appendix to this Agreement setting
forth any special terms, conditions, modifications or deletions necessary for
the additional Products Additional Products shall be deemed to be added to this
Agreement to the extent AltiGen accepts an, purchase orders for Products not
otherwise listed on the Product List
7. ORDERS
7.1. Procedure. All orders for Products placed by Distributor shall be in
writing.
7.2. Acceptance of Orders. All orders for Products by Distributor shall be
subject to acceptance by AltiGen and shall not be binding on AltiGen until
the earlier of written confirmation or shipment, and, in the case of
acceptance by shipment, only as to the portion of the order actually
shipped.
7.3. Controlling Terms. The terms and conditions of this Agreement and of
the applicable AltiGen order confirmation pursuant to Section 7.2
("Acceptance of Orders") above, shall apply to each order accepted or
shipped by AltiGen hereunder. Any terms or conditions appearing on the face
or reverse side of any purchase order, acknowledgment, or confirmation
other than confirmation pursuant to Section 7.2 above that are different
from or in addition to those required hereunder shall not be binding on the
parties, even if signed and returned, unless both parties hereto expressly
agree in a separate writing to be bound by such separate or additional
terms and conditions.
7.4. AltiGen Order Cancellation. AltiGen reserves the right to cancel or
suspend any orders placed by Distributor and accepted by AltiGen, or to
refuse or delay shipment thereof, if Distributor (a) fails to make any
payment as provided herein or in any invoice, (b) fails to meet credit or
financial requirements established by AltiGen, or (c) otherwise fails to
comply with the terms and conditions of this Agreement.
7.5. Distributor Order Cancellation. Orders accepted by AltiGen may be
canceled without penalty if written notice of cancellation is given to
AltiGen and the notice is received by AltiGen at least [*] prior to the
scheduled shipment date. Orders canceled less than [*] prior to the
scheduled shipment date will be subject to a cancellation payment of [*]
of the invoice value of the canceled order. In no event may Distributor
cancel any order or any portion of an order after shipment.
7.6. Product Availability. AltiGen will use reasonable efforts to fill
orders for Products and meet requests for shipment dates subject to Product
availability and AltiGen production and supply schedules. Should orders for
Products exceed AltiGen's available inventory, AltiGen will allocate its
available inventory and make deliveries on a basis AltiGen deems equitable,
in its sole discretion, and without liability to Distributor on account of
the method of allocation chosen or its implementation.
7.7. Obligation to Ship in Presence of Breach. Even where AltiGen accepts
a purchase order, AltiGen shall not be obligated to ship Products if
Distributor is in arrears on
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THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
payments owing to AltiGen or otherwise in breach of the Agreement at the
time of the scheduled shipment.
7.8. Delivery. AltiGen will ship Products F.O.B. origin. Distributor may
change the designated locations by providing AltiGen with written notice of
such change, and the notice is received by AltiGen at least fifteen (15)
days prior to the estimated shipment dates The right to change a designated
location does not include any right to drop ship to customer sites.
8. DISTRIBUTOR OBLIGATIONS
8.1. Packaging. Distributor shall distribute either (i) unopened boxes of
Product or (ii) AltiGen products integrated within the chassis of a
computer "server."
8.2. Authorized Distributor Program. AltiGen has instituted an AltiGen
Authorized Distributor Program. Distributor agrees to market the Products
in compliance with AltiGen's Authorized Distributor Program.
8.3. Business Plan. Within ninety (90) days of the Effective Date,
Distributor shall provide to AltiGen a business plan setting forth
Distributor's plans for promoting the Products. Distributor agrees to
provide an updated business plan in accordance with the schedule for
updating such as specified by AltiGen. At least twice each year, AltiGen
may conduct reviews to evaluate Distributor's performance under such
business plan.
8.4. Purchase Objectives; Inventory. Distributor and AltiGen shall agree
upon quarterly Purchase Objectives. The initial Purchase Objectives are
stated in Exhibit C. Distributor acknowledges that AltiGen may terminate
the Agreement for failure to order and pay for the quantity of Product set
forth in the Purchase Objectives each and every quarter. As a part of
meeting its Purchase Objectives, Distributor shall maintain an inventory of
Products and warehousing facilities sufficient to serve adequately the
demands of Dealers on a reasonably timely basis. If such inventory equals
or exceeds the quantity of Products necessary to meet reasonably
anticipated demands of Dealers for a period of at least 60 days,
Distributor shall be deemed to have fulfilled its inventory requirements
hereunder (as distinct from its Purchase Objectives).
8.5. Point of Sale Reports. During the term of this Agreement, Distributor
shall provide to AltiGen a monthly report containing the following
information: (i) the submitter account number, (ii) the destination
company's (Dealers') name, (iii) the "ship to" address, zip code and area
code and (iv) the part number of the Products shipped. Such report, with
respect to a calendar month, shall be delivered to AltiGen no later than
the fifteenth (15th) day of the following calendar month.
8.6. End User Satisfaction. Distributor agrees that the Products marketed
under this Agreement are technically complex and require high-quality,
individualized pre-marketing and post-marketing support. This support is
necessary to achieve and maintain high End User satisfaction. Therefore,
Distributor agrees that high End User satisfaction is a
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condition of distribution authorization by AltiGen. The distribution
channels established by AltiGen, and the obligations placed on
Distributors, exist to ensure high End User satisfaction. Distributor
agrees to market the Products only in accordance with this Agreement and
not to market the Products by mail order In addition, in order to assure
high End User satisfaction, Distributor agrees to
(a) report to AltiGen promptly and in writing all suspected and
actual problems with any Product;
(b) maintain a shipment report identifying for each End User, the
Products sold, the date of sale, and each Product's serial number;
(c) retain all shipment reports for five years after the date of
sale, and assist AltiGen, upon request, in tracing a Product to a
End User, in order to distribute critical Product information,
locate a Product for safety reasons, or discover unauthorized
marketing or infringing acts;
(d) conduct business in a manner which reflects favorably at all
times on the Products, goodwill and reputation of AltiGen;
(e) avoid deceptive, misleading or unethical practices which are or
might be detrimental to AltiGen or its Products;
(f) refrain from making any false or misleading representations with
regard to AltiGen or its Products; and
(g) refrain from making any representations, warranties or
guarantees to customers or to the trade with respect to the
specifications, features or capabilities of the Products that are
inconsistent with the literature distributed by AltiGen.
8.7. Promotional Efforts. Distributor shall use its reasonable best
efforts to market and distribute the Products to original equipment
manufacturers, system integrators and Dealers in the Territory. Distributor
may advertise the Products in advertising media of Distributor's choice,
provided that the primary audience or circulation is located in the
Territory. Distributor shall make full use of all promotional material
supplied by AltiGen and make available literature and other information
that AltiGen requires to be transmitted to such End Users. In all
advertising and promotion of the Products, Distributor shall comply with
AltiGen's standard cooperative advertising policies as specified from time
to time by AltiGen.
8.8. Demonstration System. Distributor shall maintain a demonstration
system capable of supporting the most technically advanced Products.
Distributor shall use such demonstration system both to facilitate its
ability to fulfill its End User support obligations, and to support its
sales efforts.
8.9. Training. To assist Distributor with the distribution and support of
Products, AltiGen or its vendors may provide training to certain
Distributor employees for any new Product release during the term of this
Agreement, upon AltiGen's reasonable request, and Distributor shall use
reasonable best efforts to have Distributor's inside and outside sales
force present for such training sessions. AltiGen may make training
available to other Distributor personnel at an additional charge to be
agreed upon by the parties.
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8.10. Distributor Personnel. Distributor shall train and maintain a
sufficient number of capable technical and sales personnel to serve the
demands of End Users for the Products, for service and support of the
Products, call on all End Users with reasonable frequency and answer
promptly all End User inquiries or requests for information regarding the
Products. Distributor and its staff shall develop and maintain sufficient
knowledge of the industry, the Products, and competitive offerings
(including specifications, features, and functions) so as to be able to
demonstrate and support the Products for End Users. Distributor shall
provide all End Users with technical support and other assistance
appropriate for the promotion, marketing, and distribution of the Products.
Distributor shall attend AltiGen's distribution meetings.
9. SUPPORT
AltiGen shall make the sales support described in Exhibit D hereto
available to Distributor (but not its End Users) during the term of this
Agreement. AltiGen may provide End Users with support and maintenance under
a separate agreement.
10. TRADEMARKS AND CONFIDENTIAL INFORMATION
10.1. Trademarks. AltiGen shall have and retain sole ownership of
AltiGen's logo, trade names and trademarks ("Trademarks"), including the
goodwill pertaining thereto. AltiGen hereby grants to Distributor the right
to use and display the Trademarks solely in connection with and solely to
the extent reasonably necessary for the marketing, distribution, and
support of the Products within the Territory in accordance with the terms
and conditions of this Agreement. Distributor shall not do or suffer to be
done any act or thing that would impair AltiGen's rights in its Trademarks
or damage the reputation for quality inherent in the Trademarks. AltiGen
has the right to take all action which it deems necessary to ensure that
the advertising and promotional materials related to the Products utilized
by Distributor are consistent with the reputation and prestige of the
Trademarks. Distributor shall market, distribute, and support the Products
only under the Trademarks, and not any other trademark or logo. Distributor
shall not use the Trademarks or any other trademarks or trade names of
AltiGen or any word, symbol, or design confusingly similar thereto, as part
of its corporate name, or as part of the name of any product of
Distributor. Distributor shall not (i) remove, alter or overprint the
Products copyright notices, trademarks, and logos, or packaging, (ii)
attach any additional trademarks to the Products without AltiGen's prior
written consent or (iii) affix any of the Trademarks to any non-AltiGen
products. Distributor agrees that any goodwill which accrues because of
Distributor's use of the Trademarks shall become AltiGen's property.
Distributor further agrees not to contest AltiGen's Trademarks or
tradenames, or to make application for registration of any AltiGen
Trademarks or tradenames.
10.2. Confidential Information. During the term of this Agreement, and for
a period of three (3) years thereafter, Distributor will maintain in
confidence any confidential or proprietary information of AltiGen disclosed
to it by AltiGen including, without limitation, any information regarding
scientific, engineering, manufacturing, marketing, business plan, financial
or personnel matter relating to AltiGen, whether in oral, written, graphic
or electronic form ("Confidential Information"). All Confidential
Information must be
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conspicuously marked "CONFIDENTIAL" or, if orally disclosed, reduced to
writing within fifteen (15) days after disclosure and marked "CONFIDENTIAL"
Distributor will not use, disclose or grant use of such Confidential
Information except as expressly authorized by AltiGen To the extent that
disclosure is authorized by AltiGen, Distributor will obtain prior
agreement from its employees, agents or consultants to whom disclosure is
to be made to hold in confidence and not make use of such information for
any purpose other than those permitted by AltiGen. Distributor will use at
least the same standard of care as it uses to protect its own Confidential
Information to ensure that such employees, agents or consultants do not
disclose or make any unauthorized use of such Confidential Information.
Distributor will promptly notify AltiGen upon discovery, of any
unauthorized use or disclosure of the Confidential Information.
10.3. Exceptions. The obligations of confidentiality contained in Section
10.2 will not apply to the extent that it can be established by Distributor
by competent proof that such Confidential Information:
(a) was already known to Distributor, other than under an
obligation of confidentiality, at the time of disclosure by
AltiGen,
(b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to Distributor;
(c) became generally available to the public or otherwise part
of the public domain after its disclosure and other than through any
act or omission of Distributor in breach of this Agreement;
(d) was disclosed to Distributor, other than under an obligation
of confidentiality, by a third party who had no obligation to the
disclosing party not to disclose such information to others.
11. INDEMNIFICATION
11.1. AltiGen Indemnity. Subject to the limitations set forth herein
below, AltiGen shall defend Distributor with respect to any claim, suit or
proceeding brought against Distributor to the extent it is based upon a
claim that any Product sold pursuant to this Agreement infringes upon any
U.S. patent, U.S. trademark, U.S. copyright or U.S. trade secret of any
third party; provided, however, that Distributor (i) promptly notifies
AltiGen in writing of such claim, suit or proceeding; (ii) gives AltiGen
the right to control and direct investigation, preparation, defense and
settlement of any claim, suit or proceeding; and (iii) gives assistance and
full cooperation for the defense of same, and, further provided, that
AltiGen's liability with respect to portions of Products provided by or
licensed from third parties will be limited to the extent AltiGen is
indemnified by such third parties. AltiGen shall pay any resulting damages,
costs and expenses finally awarded to a third party, but AltiGen shall not
be liable for such amounts, or for settlements incurred by Distributor,
without AltiGen's prior written authorization. If a Product is, or in
AltiGen's opinion might be, held to infringe as set forth above, AltiGen
may, at its option, replace or modify such Product so as to avoid
infringement, or procure the right for Distributor to continue the use and
resale of such Product. If neither of such alternatives is, in AltiGen's
opinion, reasonably possible, the infringing Product shall be returned to
AltiGen, and AltiGen's sole liability, in addition to its obligation to
reimburse any awarded damages,
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costs and expenses set forth above, shall be to refund the purchase price
paid for such Products by Distributor
11.2. Exclusions. The provisions of the foregoing indemnity shall not
apply with respect to any instances of alleged infringement based upon or
arising out of the use of such Products in any manner for which the
Products were not designed, or for use of Products other than the uses and
distributions designated by AltiGen, for use of any Product that has been
modified by Distributor or any third party without written consent of
AltiGen, or for use of any Product in connection with or in combination
with any equipment, devices or software that have not been supplied by
AltiGen. Notwithstanding any other provisions hereof, the foregoing
indemnity shall not apply with respect to any infringement based on
Distributor's activities occurring subsequent to its receipt of notice of
any claimed infringement unless AltiGen shall have given Distributor
written permission to continue to market and distribute the allegedly
infringing Product.
11.3. Entire Liability and Limitation. THE FOREGOING SECTIONS 11.1 AND
11.2 STATE THE SOLE AND EXCLUSIVE REMEDY OF DISTRIBUTOR AND THE ENTIRE
LIABILITY AND OBLIGATION OF ALTIGEN WITH RESPECT TO INFRINGEMENT OR CLAIMS
OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER
INTELLECTUAL PROPERTY RIGHT BY THE PRODUCTS OR ANY PART THEREOF. IN NO
EVENT SHALL ALTIGEN'S LIABILITY UNDER SECTION 11.1 FOR INDEMNITY OF
DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK
OR TRADE SECRET EXCEED THE AMOUNTS PAID TO ALTIGEN BY DISTRIBUTOR UNDER
THIS AGREEMENT IN THE PREVIOUS CALENDAR YEAR FOR THE PRODUCTS DISTRIBUTED
BY DISTRIBUTOR PURSUANT TO THIS AGREEMENT.
11.4. Indemnity by Distributor. DISTRIBUTOR AGREES TO INDEMNIFY AND HOLD
ALTIGEN HARMLESS FROM ANY CLAIMS, SUITS, PROCEEDINGS, LOSSES, LIABILITIES,
DAMAGES, COSTS AND EXPENSES (INCLUSIVE OF ALTIGEN'S REASONABLE ATTORNEYS'
FEES) MADE AGAINST OR INCURRED BY ALTIGEN AS A RESULT OF NEGLIGENCE,
MISREPRESENTATION, OR ERROR OR OMISSION ON THE PART OF DISTRIBUTOR OR
REPRESENTATIVE OF DISTRIBUTOR. DISTRIBUTOR SHALL BE SOLELY RESPONSIBLE FOR,
AND SHALL INDEMNIFY AND HOLD ALTIGEN HARMLESS FROM, ANY CLAIMS, WARRANTIES
OR REPRESENTATIONS MADE BY DISTRIBUTOR OR DISTRIBUTOR'S EMPLOYEES OR AGENTS
WHICH DIFFER FROM THE WARRANTY PROVIDED BY ALTIGEN IN ITS END USER
AGREEMENT.
12. WARRANTY
12.1. AltiGen Warranty. AltiGen warrants the Products TO END USERS ONLY
pursuant to the terms and conditions of the End-User Agreement and no
warranty is extended to the Distributor.
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12.2. Limitations and Disclaimer EXCEPT FOR THE EXPRESS WARRANTY SET FORTH
IN THE END USER AGREEMENT, ALTIGEN EXPRESSLY DISCLAIMS ALL WARRANTIES
EXPRESSED OR IMPLIED RELATING TO THE PRODUCTS, AND FURTHER EXPRESSLY
EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE
OR MERCHANTABILITY NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR
REPRESENTATION CONCERNING THE PERFORMANCE OF THE PRODUCTS OTHER THAN AS
PROVIDED IN THE END USER AGREEMENT. DISTRIBUTOR SHALL MAKE NO OTHER
WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF ALTIGEN.
12.3. Distributor's Warranty. Distributor hereby represents and warrants
to AltiGen that neither this Agreement (or any term hereof) nor the
performance of or exercise of rights under this Agreement, is restricted
by, contrary to, in conflict with, ineffective under, requires registration
or approval or tax withholding under, or affects AltiGen's intellectual
property rights (or the duration thereof) under, or will require any
compulsory licensing under, any law or regulation of any organization,
country, group of countries or political or governmental entity to which
Distributor is subject.
13. LIMITATION ON LIABILITY
13.1. Waiver of Consequential Damages. IN NO EVENT WILL ALTIGEN BE LIABLE
TO DISTRIBUTOR OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF INCOME,
LOSS OF PROFITS OR LOSS OF DATA, EVEN IF ALTIGEN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE GRANT
OF THE LICENSE HEREUNDER.
13.2. Limitation of Liability. ALTIGEN'S TOTAL LIABILITY TO DISTRIBUTOR OR
ANY THIRD PARTY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCTS
DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE
CLAIM GIVING RISE TO SUCH LIABILITY AROSE.
13.3. Third Party Claims. AltiGen shall not be liable for any claim by
Distributor based on any third party claim, except as stated in Section 11
of the Agreement.
14. TERM AND TERMINATION
14.1. Term. Subject to the provisions of Sections 14.2 and 14.3 below,
this Agreement is valid for a term of one year and shall be renewed
automatically for additional one year terms provided that each party shall
have the right to terminate this Agreement for convenience upon ninety (90)
days written notice prior to the end of the initial term or any subsequent
term of the Agreement.
11
14.2. Termination for Cause. AltiGen may terminate the Agreement for cause
if Distributor fails to meet its payment obligations under the Agreement
and such failure continues for ten (10) days following receipt of written
notice from AltiGen. In addition, either party may terminate this Agreement
for cause upon thirty (30) days written notice to the other party if such
other party materially breaches this Agreement and such material breach is
not cured within the thirty (30) day period following delivery of notice.
Either party shall have the right to terminate this Agreement immediately
in the event the other party terminates its business, or becomes subject to
any bankruptcy or insolvency proceeding under Federal or State statute, and
such petition is not dismissed within sixty (60) days.
14.3. Effect of Termination. For a period of sixty (60) days following
termination of this Agreement, Distributor may distribute any Products in
Distributor's possession at the time of termination, provided, however,
that if AltiGen has terminated the Agreement pursuant to Section 14.2,
Distributor's right to distribute the Products shall immediately terminate.
Following any permitted distribution, Distributor shall return to AltiGen
or, at AltiGen's request, destroy the copies of the Products and
Documentation then in its possession. In addition, Distributor shall be
entitled to retain one (1) copy of the Product following termination solely
for the purposes of providing support to End Users. AltiGen shall apply the
value of any returned Products to any outstanding credit balance in
Distributor's account. The termination of this Agreement shall not act to
terminate the licenses granted to End Users pursuant to this Agreement.
14.4. Acceleration of Payment. Upon termination of the Agreement by
AltiGen for cause, the due dates of all outstanding invoices for Products
will automatically be accelerated so that they become due and payable on
the effective date of termination, even if longer terms had been provided
previously. All orders or portions of orders remaining un-shipped as of the
effective date of such termination shall automatically be canceled.
15. MISCELLANEOUS
15.1. Nonexclusivity. AltiGen retains the right to market, distribute, and
support the Products in the Territory directly to or through any person or
entity on any terms deemed desirable by AltiGen in its sole discretion.
15.2. Modification and Amendment. Except with respect to Exhibit B hereof,
this Agreement may be modified or amended only in writing by the consent of
both parties.
15.3. Survival. Sections 10.2, 10.3, 11, 12, 14.3, 14.4 and 15 shall
survive termination of this Agreement for three (3) years.
15.4. Governing Law and Arbitration. This Agreement is made in accordance
with and shall be governed and construed under the laws of the State of
California, as applied to agreements executed and performed entirely in
California by California residents. Any controversy or claim arising out of
or related to this Agreement, or the breach thereof, shall be finally
settled by arbitration. If AltiGen applies for arbitration, then the matter
shall be decided by the Japan Commercial Arbitration Association, under its
Commercial
12
Arbitration Rules in Tokyo, Japan. If Distributor applies for arbitration,
then the matter shall be decided by the American Arbitration Association,
under its Commercial Arbitration Rules in Sunnyvale, California. Each party
hereto is bound by an arbitration award rendered Judgment upon any award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
15.5 Toll Fraud. Distributor is forbidden from stating or implying that
AltiGen Products provide immunity from fraudulent intrusion (Toll Fraud).
Distributor must use this language on all sales materials and contract
involving AltiGen Products.
15.6. Notices. All notices, demands, or consents required or permitted
under this Agreement shall be in writing and shall be delivered personally
or sent by a national overnight courier service or by registered or
certified, return receipt requested mail to the other party at the
addresses first set forth above. All notices, demands, or consents shall be
deemed effective upon personal delivery or seven (7) days following
dispatch via first class mail or three (3) business day following deposit
with any national overnight courier service in accordance with this
section.
15.7. No Partnership of Joint Venture. No agency, employment, partnership,
joint venture, or other joint relationship is created hereby, it being
understood that Distributor and AltiGen are independent contractors vis-a-
vis one another and that neither has any authority to bind the other in any
respect whatsoever.
15.8. Force Majeure. Neither party shall be deemed to be in default of or
to have breached any provision of this Agreement as a result of any delay,
failure in performance, or interruption of service resulting directly or
indirectly from acts of God, acts of civil or military authority, civil
disturbance, war, strikes or other labor disputes, fires, transportation
contingencies, laws, regulations, acts or orders of any government agency
or official thereof, other catastrophes or any other circumstances beyond
the party's reasonable control.
15.9. Export Control. The parties acknowledge that the Products may be
subject to the export control laws of the United States of America,
including the U.S. Bureau of Export Administration regulations, and hereby
agree to obey any and all such laws. The parties agree to comply with the
U.S. Foreign Corrupt Practices Act of 1977, as amended, and with all
applicable foreign laws relating to the use, importation, licensing or
distribution of the Products.
15.10. Assignment. Neither party may assign this Agreement or any of its
rights, duties or obligations under this Agreement to any third party
without the other party's prior written consent, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, either party may
assign its rights and delegate its obligations under this Agreement without
the consent of the other party to a purchaser of all or substantially all
of its voting stock or capital assets or to an entity with which such party
merges or is consolidated.
15.11. Severability and Waiver. In the event any provision of this
Agreement is held to be invalid or unenforceable, the valid or enforceable
portion thereof and the remaining
13
provisions of this Agreement will remain in full force and effect. Any
waiver (express or implied) by any party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default
or breach.
15.12. Entire Agreement. This Agreement and all Exhibits referred to
herein embody the entire understanding of the parties with respect to the
subject matter hereof and shall supersede all previous communications,
representations or understandings, either oral or written, between the
parties relating to the subject matter hereof.
15.13 Headings. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or intent of any such section nor in any way
affect this Agreement.
15.14. Parties Advised by Counsel. This Agreement has been negotiated
between unrelated parties who are sophisticated and knowledgeable in the
matters contained in this Agreement and who have acted in their own self
interest. In addition, each party has been represented by legal counsel.
The provisions of this Agreement shall be interpreted in a reasonable
manner to effect the purpose of the parties, and this Agreement shall not
be interpreted or construed against any party to this Agreement because
that party or any attorney or representative for that party drafted this
Agreement or participated in the drafting of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
including the Exhibits hereto, and incorporated herein by reference, as of the
date first written above.
ALTIGEN DISTRIBUTOR
/s/ ▇▇▇▇▇▇▇ ▇▇ /s/ Masaharu Shinya
-------------------------------- --------------------------------
Signed Signed
▇▇▇▇▇▇▇ ▇▇ Masaharu Shinya
-------------------------------- --------------------------------
Print Name Print Name
President President
-------------------------------- --------------------------------
Title Title
4/21/97 4/21/97
-------------------------------- --------------------------------
Date Date
14
EXHIBIT A
ALTIGEN COMMUNICATIONS, INC. - END USER AGREEMENT
NOTICE -- READ THIS BEFORE OPENING THIS PACKAGE, INSTALLING THE PC
HARDWARE OR USING THE SOFTWARE
OPENING THIS PACKAGE, INSTALLING THE PC HARDWARE OR USING THE SOFTWARE INDICATES
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. READ ALL OF THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO OPENING THIS PACKAGE OR USING THE
SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST RETURN THIS PACKAGE
UNOPENED WITHIN FIVE (5) DAYS OF OBTAINING THE PACKAGE, WITH YOUR RECEIPT, AND
YOUR MONEY WILL BE RETURNED.
* * * *
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM, THE PC
HARDWARE OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED 1N THIS
AGREEMENT.
LICENSE. This software program (the "Program") and the documentation (the
-------
"Documentation") are licensed, not sold, to you. The term "Program" shall also
include any updates of the Program licensed to you by AltiGen. Subject to the
terms of this agreement, you have a non-exclusive and nontransferable right to
use the Program, Personal Computer Card (the "PC Hardware") and Documentation.
You agree to use your best efforts to prevent and protect the contents of the
Program, the PC Hardware and Documentation from unauthorized disclosure or use.
AltiGen and its licensors reserve all rights not expressly granted to you.
AltiGen's licensors are the intended third party beneficiaries of this agreement
and have the express right to rely upon and directly enforce the terms set forth
herein.
LIMITATIONS ON USE. You may not rent, lease, sell or otherwise transfer or
------------------
distribute copies of the Program, the PC Hardware or Documentation to others.
You may not modify or translate the Program, the PC Hardware or the
Documentation without the prior written consent of AltiGen. You may not reverse
assemble, reverse compile or otherwise attempt to create the source code from
the Program or the PC Hardware. You may not use AltiGen's name or refer to
AltiGen directly or indirectly in any papers, articles, advertisements, sales
presentations, news releases or releases to any third party without the prior
written approval of AltiGen for each such use. You may not release the results
of any performance or functional evaluation of any Program to any third party
without prior written approval of AltiGen for each such release.
BACKUP AND TRANSFER. You may make one copy of the Program for backup purposes if
-------------------
AltiGen's copyright notice is included. You may not sublicense, assign,
delegate, rent, lease, time-share or otherwise transfer this license or any of
the related rights or obligations for any reason. Any attempt to make any such
sublicense, assignment, delegation or other transfer by you shall be void. You
may physically transfer the Program from one computer to another provided that
you do not retain any copies of the Program, including any copies stored on a
computer.
15
COPYRIGHT AND PATENT. The Program, the PC Hardware and related Documentation are
--------------------
copyrighted and patented by AltiGen and its licensors. You may make one copy of
the Documentation and print one copy of any on-line documentation or other
materials provided to you in electronic form. Any and all other copies of the
-------------------------------
Program and any copy of the Documentation made by you are in violation of this
------------------------------------------------------------------------------
license.
--------
OWNERSHIP. You agree that the Program and Documentation belong to AltiGen and
---------
its licensors. You agree that you neither own nor hereby acquire any claim or
right of ownership to the Program and Documentation or to any related patents,
copyrights, trademarks or other intellectual property. You own only the magnetic
or other physical media (including PC Hardware) on which the Program and related
Documentation are recorded or fixed. AltiGen and its licensors retain all right,
title and interest in and to the Documentation and all copies and the Program
recorded on the original media and all subsequent copies of the Program at all
times, regardless of the form or media in or on which the original or other
copies may subsequently exist. This license is not a sale of the original or any
subsequent copy. All content accessed through the Program is the property of the
applicable content owner and may be protected by applicable copyright law. This
license gives you no rights to such content.
TERM AND TERMINATION. This license is effective until terminated. You may
--------------------
terminate this license at any time by destroying the Program and Documentation
and the permitted backup copy. This license automatically terminates if you fail
to comply with its terms and conditions. You agree that, upon such termination,
you will either destroy (or permanently erase) all copies of the Program and
Documentation, or return the original Program and Documentation to AltiGen,
together with any other material (PC Hardware) you have received from AltiGen in
connection with the Program.
LIMITED WARRANTY. AltiGen warrants the media on which the Program is furnished
------------------
to be free from defects in materials and workmanship under normal use for 30
days from the date that you obtain the Program. AltiGen warrants the PC Hardware
for a period of one year from the date of consumer purchase to be free from
defects in materials and workmanship. EXCEPT FOR THIS LIMITED WARRANTY, ALTIGEN
AND ITS LICENSORS PROVIDE THE PROGRAM, THE PC HARDWARE AND THE DOCUMENTATION "AS
IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Some states do not allow the exclusion of implied warranties, so the above
exclusion may not apply to you. This warranty gives you specific legal rights
and you may also have other rights which vary from state to state.
LIMITATION OF REMEDIES. AltiGen and its licensors' entire liability and your
----------------------
exclusive remedy in connection with the Program, the PC Hardware and the
Documentation shall be that you are entitled to return the defective media
containing the Program together with the PC Hardware and Documentation to the
merchant. At the option of the merchant, you may receive replacement media
containing the Program, the PC Hardware and Documentation that conforms with the
limited warranty or a refund of the amount paid by you. IN NO EVENT WILL ALTIGEN
OR ITS
16
LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR
USE OR INABILITY TO USE THE PROGRAM INCLUDING. BY WAY OF ILLUSTRATION AND NOT
LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING
OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF ALTIGEN, ITS LICENSORS
OR AN AUTHORIZED ALTIGEN DISTRIBUTOR, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Some states do not allow the exclusion or limitation of incidental or
consequential damages so the above limitation or exclusion may not apply to you.
This license will be governed by the laws of the State of California as applied
to transactions taking place wholly within California between California
residents.
U.S. GOVERNMENT END USERS. The Program is a "commercial item," as that term is
-------------------------
defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are
used in. 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
acquire the Program with only those rights set forth herein.
Rev 3.0 2/12/97
17
Exhibit B
ALTIGEN DISTRIBUTOR PRICE LIST
Release 3.5
Starter Kits
------------
Part Number Description Price
----------- ----------- -----
ALTI-CTIKIT-3.5 CTI starter kit. 4 trunks & 8 extensions with AltiWare system software and external [*]
telephony power supply.
ALTI-CTI8400-3.5 CTI starter kit. 8 trunks & 4 extensions with AltiWare system software and external [*]
telephony power supply.
ALTI-CTI4850-3.5 CTI starter kit. 4 trunks & 8 extensions with AltiWare system software and [*]
connector cable for Tellabs model T8050 internal telephony power supply.
ALTI-CTI8450-3.5 CTI starter kit. 8 trunks & 4 extensions with AltiWare system software and [*]
connector cable for Tellabs model T8050 internal telephony power supply.
ALTI-DMK4890-3.5 Demo CTI starter kit, 4 trunks & 8 extensions with AltiWare system software, [*]
external telephony power supply and Not For Resale stickers.
Add-On Quantum Boards
---------------------
AltiWare is bundled with starter kits only, not with individual add-on Quantum
boards. Therefore, add-on Quantum boards are only sold with starter kits to
increase the capacity, of new systems, or as add-on boards to increase the
capacity of existing systems.
Part Number Description Price
----------- ----------- -----
ALTI-CD0408U Quantum Platform, 4 trunks & 8 extensions. [*]
ALTI-CD0804U Quantum Platform, 8 trunks & 4 extensions. [*]
ALTI-CD0012U Quantum Platform. 12 extensions. [*]
Peripherals
-----------
Part Number Description Price
----------- ----------- -----
CBL-25M50-01 DB25 to 50-pin Telco cable. Male to Male [*]
CBL-MVIP6-01 MVIP cable with 6 connectors [*]
DOC-RFG01-04 4 User Pocket Reference Guides [*]
18
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
DOC-ICM01-01 Installation Configuration & Maintenance Manual [*]
MSC-PANEL-02 12 Port Connection Panel with 50-pin F Telco connector [*]
ALTI-P4890 AltiGen External Telephony Power Supply and connector cables [*]
Detail Components List
----------------------
ALTI-CTIKIT-3.5
Quantum board with 4 trunks & 8 extensions
External telephony power supply and cable
AltiWare system software
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
MVIP cable
Installation Configuration & Maintenance Manual
8 User Pocket Reference Guides
ALTI-CTI8400-3.5
Quantum board with 8 trunks & 4 extensions
External telephony power supply and cable
AltiWare system software
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
MVIP cable
Installation Configuration & Maintenance Manual
8 User Pocket Reference Guides
ALTI-CTI4850-3.5
Quantum board with 4 trunks & 8 extensions
AltiWare system software
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
MVIP cable
Connector cable for Tellabs model T8050 internal telephony power supply
Installation Configuration & Maintenance Manual
8 User Pocket Reference Guides
ALTI-CTI8450-3.5
Quantum board with 8 trunks & 4 extensions
AltiWare system software
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
19
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
MVIP cable
Connector cable for Tellabs model T8050 internal telephony power supply
Installation Configuration & Maintenance Manual
8 User Pocket Reference Guides
ALTI-DMK4890-3.5
Quantum board with 4 trunks & 8 extensions
External telephony power supply and cable
AltiWare system software
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
MVIP cable
Installation Configuration & Maintenance Manual
8 User Pocket Reference Guides
ALTI-CD0408U
Quantum board with 4 trunks & 8 extensions
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
8 User Pocket Reference Guides
Quick Installation Guide
ALTI-CD0804U
Quantum board with 8 trunks & 4 extensions
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
4 User Pocket Reference Guides
Quick Installation Guide
ALTI-CD0012U
Quantum board with 12 extensions
DB25-50 pin male Telco cable
12 ports connection panel with 50 pin female Telco connector
12 User Pocket Reference Guides
Quick Installation Guide
ALTI-P4890
External Telephony Power Supply (-48v & 90Vac)
Cable Assembly Kit
AC Power Cable (6')
Bridge Cable Din-Din (24")
PC Slot End Cable wit 4 Connectors (32")
20
Modification of Distributor Agreement
THIS MODIFICATION AGREEMENT is made and entered into as of this 13 day of May,
----
1997 by and between AltiGen Communications, Inc. ("AltiGen") and Kanematsu
Semiconductor Corporation ("Distributor").
Under the provisions of Subsection 15.2 of Distributor Agreement between AltiGen
and KSC executed on April 21, 1997, the parties agree to modify its Subsection
1.7 as follows:
"1.7 Assigned Customers, as listed in the Exhibit E attached hereto, means
customers to whom Distributor mainly promote the sale of Products. AltiGen will
acknowledge and respect such assignment."
IN WITNESS WHEREOF, the parties hereto have duly executed this Modification
Agreement as of the date first written above.
ALTIGEN DISTRIBUTOR
/s/ ▇▇▇▇▇▇▇ ▇▇ /s/ Masaharu Shinya
-------------------------------- --------------------------------
Signed Signed
▇▇▇▇▇▇▇ ▇▇ Masaharu Shinya
-------------------------------- --------------------------------
Print Name Print Name
President President
-------------------------------- --------------------------------
Title Title
5/13/97 5/13/97
-------------------------------- --------------------------------
Date Date
21
