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EXHIBIT 10.12
January 15, 1998
Mikron Instrument Company, Inc.
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Re: Sales Representation Agreement
Gentlemen:
Reference is hereby made to the Sales Representation Agreement dated as of
November 1, 1997 (the "Agreement") by and between Anritsu Meter Co., Ltd. and
Mikron Instrument Company, Inc.
The parties hereby agree that notwithstanding the provisions of Paragraph 14 of
the Agreement, the commencement date for the Agreement shall be March 01, 1998.
All other terms of the Agreement shall continue in full force and effect in
accordance with the provisions thereof and from the date hereof, all references
to the Agreement shall be deemed to be references to the Agreement as amended
hereby.
Please indicate your agreement with the foregoing by signing both copies of
this letter and returning to us one fully executed original copy.
Very truly yours,
ANRITSU METER CO., LTD.
By:
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Director
Acknowledged and agreed:
MIKRON INSTRUMENT COMPANY, INC.
By:
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President
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SALES REPRESENTATION AGREEMENT
This Agreement made as of this is 1st. day of November of 1997 by and
between Company.
ANRITSU METER CO., LTD.
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and Representative :
MIKRON INSTRUMENT COMPANY, INC.
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for sales of ANRITSU PRODUCTS. In consideration of the mutual
promises and covenants contained in this Agreement, Company and
Representative agree as follows:
1. Company grants Representative the exclusive right to represent Company
in the following territory;
NORTH AMERICA
Representation shall consist of the right to promote, encourage, offer
for sale Company's Products and secure orders, enter into sales
agreements per Company's usual and ordinary terms and conditions.
All sales of ANRITSU PRODUCTS in the territory shall be for the
account of the Representative.
2. Representative agrees to exercise due diligence and best efforts in
promoting the sale of ANRITSU PRODUCTS within the territory.
Representative agrees to maintain a sales organization adequate to
fulfill this obligation.
a) Representative to provide adequate customer support in the
territory. Representative to follow up on all advertising
leads and advise Company of the results.
b) Representative is responsible for the professional preparation
of all price book quotations. Copies of all quotations are to
be sent to the Company for its approval.
Representative shall assist Company in obtaining information related
to existing and potential applications and markers for ANRITSU
PRODUCTS in the territory. Representative shall advise Company with
respect to competition, competitive advertising, and the results of
competitive bid awards made within
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the territory.
3. Representative agrees not to solicit sales for ANRITSU PRODUCTS for
delivery, use or sale outside of the territory, without the prior
written consent of Company.
4. Representative's sales organization shall not engage itself in the
manufacture or sales of products which are in competition with
products of Company.
5. All expenses incurred in connection with the representation,
demonstration and sale of said products in the territory are the
responsibility of Representative.
6. Company agrees to furnish Representative with reasonable quantities of
catalogs, data-sheets, price lists, engineering data and application
data. Company will provide answers to technical and commercial
inquires originating from the territory and other information
required, or helpful to the promotion of ANRITSU PRODUCTS in the
territory.
7. Representative must present the annual sales target of ANRITSU
PRODUCTS to the Company for its approval.
8. All the prices of ANRITSU PRODUCTS are based on the price list which
was decided by Company. All the prices shall be in Japanese YEN on
the basis of F.O.B. Tokyo, Japan.
9. Representative agrees to make a remittance of the payment of products
by T/T or Bank Check within 60 days from the date of Company's
Invoice.
10. Company shall indemnify, protect and save harmless Representative from
and against all claims, demands and proceedings, actions, liabilities
and costs resulting from any actual or alleged infringement of any
patent, industrial and property right, of third parties, related to
the ANRITSU PRODUCTS.
11. Representative acknowledges and agrees that Company may begin
manufacture of ANRITSU PRODUCTS in the territory in the future and
therefore Company reserves the right to sell and/or manufacture
ANRITSU PRODUCTS in the territory.
12. Representative shall not have any right or claims in or to Company's
trademarks or other intellectual property rights except as may be
expressly authorized in writing by Company.
13. Representative shall keep confidential any and all information and
materials it may have regarding ANRITSU PRODUCTS. Immediately upon
termination of this Agreement, Representative shall deliver to
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Company any information and materials relating to ANRITSU PRODUCTS
which are in Representative's procession or control.
14. This Agreement shall commence on the date first above listed and shall
continue in effect for a minimum period of FIVE (5) YEARS. After this
period it can be terminated by either Company or Representative, with
ONE (1) YEAR written advance notice sent at any time by mail.
Paragraphs 10, 12, and 13 shall survive the termination of this
Agreement.
15. In the event the Agreement is terminated, for any reason whatever,
Company shall allow Representative to complete all ANRITSU PRODUCTS
orders originated from the territory and dated prior to the effective
date of termination. In the event of termination, the Representative
agrees not to solicit sales from ANRITSU accounts for any competitive
products for a period of one year.
16. This Agreement may not be assigned by either party without the written
consent of the other.
In witness whereof, this Agreement has been executed on the day and the year
first listed above.
COMPANY REPRESENTATIVE
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ANRITSU METER CO., LTD. MIKRON INSTRUMENT CO., INC.
2-4-5 Shimomeguro Meguro-ku ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: Masatsune Senbokuya Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: President
SIGNATURE: SIGNATURE:
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DATE: DATE:
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