EXHIBIT 10.14
[LOGO]
Synplicity
DISTRIBUTOR AGREEMENT
Effective Date: April 1, 1999
Distributor: Insight Electronics Inc.
Address: 0000 Xxxxxxxxxx Xx.
Xxx Xxxxx, XX 00000
Attention: Xxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
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Synplicity, Inc., a California corporation with its principal place of business
at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 XXX ("Company") desires to appoint
the party identified above as "Distributor" to market and register sales
opportunities for certain software products. Distributor desires to register
sales opportunities for such Products in accordance with the terms and
conditions contained in this Authorized Distributor Agreement (the "Agreement").
THIS AGREEMENT CONSISTS OF THIS PAGE, THE ATTACHED "TERMS AND CONDITIONS,"
AND THE FOLLOWING ADDITIONAL EXHIBITS, WHICH ARE INCORPORATED HEREIN IN THEIR
ENTIRETY BY THIS REFERENCE.
------- EXHIBIT A: SCHEDULES
------- EXHIBIT B: PRODUCT LIST
------- EXHIBIT C: SOFTWARE LICENSE AGREEMENT
------- EXHIBIT D: SUPPORT AND SERVICES
------- EXHIBIT E: QUARTERLY SALES REGISTRATION TARGET FORECAST
------- EXHIBIT F: REGISTRATION PROCESS
------- EXHIBIT G: DESIGN FORECAST/REGISTRATION REPORTING FORM
DISTRIBUTOR ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY
THE ATTACHED TERMS AND CONDITIONS AND BY ANY EXHIBIT OR OTHER ATTACHMENT
SPECIFICALLY MADE A PART OF THIS AGREEMENT.
AGREED: AGREED:
SYNPLICTY, INC. INSIGHT ELECTRONICS, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
----------------------------- ----------------------------------
(Signature) (Signature)
Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
----------------------------- ----------------------------------
(Name) (Name)
Vice President Finance, CFO Director of Marketing
----------------------------- ----------------------------------
(Title) (Title)
3/25/99 4/1/99
----------------------------- ----------------------------------
(Date) (Date)
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TERMS AND CONDITIONS OF AUTHORIZED DISTRIBUTOR AGREEMENT
The following terms and conditions govern the Agreement between the parties:
1. Appointment and License.
(a) Appointment. Company hereby appoints Distributor as a
nonexclusive Distributor for the Products in the Territory set forth in Schedule
I on Exhibit A. Distributor's sole authority is to market the Products and to
solicit sales opportunities in the form of a "Pre-Sales Registration" (as
defined in Schedule 1 on Exhibit A). Distributor shall not advertise or
otherwise market Company Products or otherwise solicit customers outside of the
Territory.
(b) Reserved Rights. Company reserves the right to (i) solicit orders
directly from and sell directly to any customer and all distributors or other
intermediaries within the Territory, and (ii) appoint other distributors or
other distributors on a non-exclusive basis to sell the Products in the
Territory. Company shall pay no compensation to Distributor for orders not based
on a Pre-Sales Registration accepted by Company under Section 2(a).
(c) Products. Distributor shall solicit sales opportunities for
Products based upon the products described on the "product List" (Exhibit B).
Company may revise the Product List to add or delete Products upon 30 days prior
written notice to Distributor. Revisions will apply to all Pre-Sales
Registrations accepted by Company after the effective date of the revision.
(d) Independent Contractor. The relationship of Company and
Distributor established by this Agreement is that of independent contractors,
and nothing contained in this Agreement shall be construed to (i) give either
party the power to direct or control the day-to-day activities of the other,
(ii) constitute the parties as partners, joint venturers, co-owners or otherwise
as participants in a joint undertaking or (iii) allow Distributor to create or
assume any obligation on behalf of Company for any purpose whatsoever. All
financial and other obligations associated with Distributor's business are the
sole responsibility of Distributor. Distributor's only authority is to market
Products and solicit sales opportunities as described in Section l(a).
2. Pre-Sales Registration; Product Ordering and Purchase
(a) Pre-Sales Registration. Distributor shall submit a Pre-Sales
Registration of all sales opportunities to Company at the beginning of
Distributor's sales cycle for the Products. The Pie-Sales Registration must be
made by completing a "Design Forecast/Re--on Reporting Form" (Exhibit (3) in
accordance with the "Registration Process" (Exhibit F). Company shall review the
Design Forecast/Registration Reporting Forms submitted by Distributor and accept
or reject the Pie-Sales Registration at its sole discretion within five business
days of submission. Without limiting the foregoing Company will accept Pre-Sales
Registrations only if Company is not currently active with the sales opportunity
identified on the Pre-Sales Registration. Rejected Pre-Sales Registrations
expire upon rejection and accepted Pre-Sales Registrations expire 90 days after
acceptance by Company.
(b) Product Ordering. Company is responsible for delivering any
license authorizations necessary for End User customers to use the Products and
shall quote, receive purchase orders, invoice and collect payments from End User
customers directly.
(c) Maintenance Renewal. Company shall be responsible for generating
quotes, receiving purchase orders, invoking and collecting all Maintenance
Renewals from End User customers.
3. Compensation.
(a) Commission. Distributor's sole compensation under the terms of
this Agreement will be a commission as set forth in this Section 3.
(b) Basis of Commission. Company shall pay commissions to Distributor
based on Qualified Xxxxxxxx only. For purposes of this Agreement, "Qualified
Xxxxxxxx" means xxxxxxxx by Company to End User customers, net of taxes,
governmental levies or fees, and shipping and handling charges, based on
Products sold pursuant to an accepted Pre-Sales Registration and for which the
End User requests delivery by Company within 90 days after Company has accepted
such Pre-Sales Registration No payments will be due to Distributor on any
amounts billed by Company to customers subsequent to 90 days after acceptance of
pre-Sales Registration or for any maintenance renewal fees or other professional
services, even if Company rendered such services in connection with the sale of
the Products. If any products are returned by an End User customer, any credit
given such End User customer shall reduce the Qualified Xxxxxxxx used in future
commission calculations.
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(c) Expired Pre-Sales Registrations. In the event an accepted Pre-
Sales Registration does not result in a Qualified Billing by the Company within
90 days of Company's acceptance of that Pre-Sales Registration, Distributor may
update the information and re-submit the Pre-Sales Registration. However, any
re-submissions will be subject to acceptance by the Company, under Section 2(a),
based on the facts and circumstances existing at the time of re-submission.
Prior approval of a previous Pre-Sales Registration for an End User customer
will not obligate the Company to approve any re-submission by the Distributor.
(d) Amount of Commission. Company shall pay to Distributor a commission of
[***]% of Qualified Xxxxxxxx collected by Company, except in connection with
Special Programs as discussed in Section 6(c), on which the commission rate on
Qualified Xxxxxxxx resulting directly from such Special Programs will be the
rate agreed to by the parties in writing for that Special Program. Payments due
to Distributor will be made 30 days after each of Company's fiscal quarter end,
based on Qualified Xxxxxxxx collected during the most recent fiscal quarter.
Additionally, Company shall pay [***] dollars ($ [***])per Synplify license
included in each Qualified Billing directly to Distributor's Technical Sales
Engineer responsible for such Qualified Billing. Distributor will also match
such [***] dollar payment to the Technical Sales Engineer.
4. Term and Termination.
(a) Term. This Agreement is effective as of the Effective Date and shall
continue in accordance with the "Term" identified on the "Schedules" (Exhibit
A), unless earlier terminated in accordance with this Section 4.
(b) Termination by Either Party. Either party may terminate this
Agreement, upon written notice (i) at least 60 days prior to the effective date
of termination; or (ii) if the other party has materially breached any
provisions of this Agreement and has not cured that default within 30 days after
receiving written notice of the default. Company may terminate this Agreement if
Distributor fails to use commercially reasonable efforts to maximize sales
opportunities of the Products.
(c) Company Termination For Cause. Company may terminate this Agreement at
any time in the event
that:
(i) Distributor fails to perform any other obligation, warranty,
duty or responsibility or is in default with respect to any term or condition
undertaken by Distributor under this Agreement and such failure or default
continues unremedied for a period of 30 days following written notice of such
failure or default;
(ii) Distributor is merged, consolidated, sells all or substantially
all of its assets, or implements or suffers any substantial change in management
or control;
(iii) Distributor fails to achieve 50% of the mutually agreed sales
registration target for a period of two consecutive quarters at which time
Company may elect to provide Distributor with 60 days notice of its intent to
terminate the Agreement. Company and Distributor will document the agreed sales
registration target for each quarter by filling out and returning to Company the
"Quarterly Sales Registration Target Forecast" (Exhibit E) no later than the
tenth day of the new quarter for which the sales registration target pertains.
(d) Automatic Termination. This Agreement terminates automatically, with
no further act or action of either party, if a receiver is appointed for
Distributor or its property, Distributor makes an assignment for the benefit of
its creditors, any proceedings arc commenced by, for or against Distributor
under any bankruptcy, insolvency, composition or debtors relief law, or
Distributor is liquidated or dissolved.
(g) Effect of Termination. Upon any expiration or termination of this
Agreement, Distributor shall cease use of any Marks and return all copies of the
Products and any related written materials. Within 10 days of the effective date
of termination of this Agreement, Distributor will provide Company a Preliminary
Termination Report, in writing, that includes the status of negotiations with
prospective customers and the services Distributor is obligated to provide to
existing customers. In no event will Distributor license, sell or otherwise
transfer Company Products to any third party upon termination. All existing
customers shall revert back to Company for continued support and future sales of
Company Products. Within 20 days of termination of this Agreement, Distributor
agrees to return to Company all Company Products, including all computer media
containing Company's computer programs and printed material related to Company
Products. Neither party will be relieved of any obligations incurred prior to
such termination. The provisions of Section 4(g), 7(c), 8, 9, 10, 1l, 12 and 13
survive.
[***] 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.
3
5. Company's Marketing Obligations. Company promptly shall provide to
Distributor marketing and technical information concerning the Products as well
as reasonable quantities of instructional material, advertising literature and
other Product data. Company shall be responsible for closing all sales
opportunities that have been registered with Company by Distributor and accepted
by Company.
6. Distributor's Marketing Obligations.
(a) Efforts. Distributor shall use all commercially reasonable
efforts to maximize sales opportunities for the Products in the Territory.
Distributor is responsible for Product presentations, demonstrations,
registering new sales opportunities and the introduction of these new sales
opportunities to Company. Distributor shall make no representations, warranties
or guarantees with respect to the Products that are inconsistent with those made
by Company in its Software License Agreement.
(b) Quarterly Forecasts. No later than the tenth day of each new
Company fiscal quarter, Distributor will provide to Company the "Quarterly Sales
Registration Target Forecast" (Exhibit E) indicating sales registration target
information for the quarter.
(c) Special Programs. Within 60 days of execution of this agreement,
and at the beginning of each calendar year while this agreement is in effect,
Distributor will provide the Company with a plan for the calendar year of value
added demand creation activities in which Distributor may engage and that are
intended to create additional demand for the Company's Products ("Special
Programs"). Such Special Programs may include, but not be limited to, Product
bundling offers, Product training program or seminars featuring the Product, As
soon as practical prior to the execution of any Special Program, Distributor
will discuss the full nature, timing and scope of the Special Program with the
Company and negotiate terms on which the Company can choose to participate in
the Special Program. Terms shall include any sharing of costs for the Special
Program and/or the applicable commission rate on which payments will be made to
the Distributor for Qualified Xxxxxxxx that result directly from the Special
Program per Section 3. Upon agreement and acceptance of the terms of the Special
Program, an amendment to this Agreement solely for such Special Program will be
made and signed by both parties, notwithstanding the above, no party will be
obligated to provide or participate in any Special Programs, unless an amendment
to this Agreement for the Special Program has been signed.
7. Distributor's Use of Marks.
(a) License and Use. Distributor shall identify with the Marks any
marketing, advertising or other materials in related advertising, marketing, and
technical material, or on Distributor's Internet site where the Products are
advertised or mentioned. Company hereby grants to Distributor a nonexclusive
license to use the Marks as set forth in the preceding sentence. Distributor
shall not remove or alter any trademark, copyright or other proprietary notices,
legends, symbols or labels on the Products, and shall reproduce all such notices
on any copies of the Products reproduced and distributed under this Agreement.
Use of the Marks must comply with Company's then-current trademark usage
guidelines. If Company determines that Distributor is using the Marks
improperly, then Distributor must remedy the improper use within 10 days of
notification from Company.
(b) End User Agreements. Distributor shall notify Company of (i) any
registrations or filings required to obtain intellectual property rights
protection in Company's name for the Products in the Territory or (ii) any
necessary government approvals with respect to this Agreement Distributor shall
assist Company to complete such filings or registrations or to obtain such
government approvals, and shall enter into registered user agreements for the
Marks as Company deems necessary. Company shall pay fees and expenses incurred
in connection with such filings, registrations or approvals.
(c) Ownership. Distributor acknowledges that Company is the owner of
the Marks, and shall do nothing inconsistent with Company's ownership of the
Marks. Distributor must acknowledge Company's ownership on any trademark
application and or registration thereto. All use of the marks by Distributor
will inure to the benefit of Company, and nothing in this Agreement grants to
Distributor any right, rifle, or interest in the Marks other than the right to
use the Marks in accordance with this Agreement.
8. Confidentiality. "Confidential Information" means any information disclosed
by one party to the other pursuant to this Agreement, which is marked
"Confidential," "Proprietary," or in some similar manner. Each party shall treat
as confidential all Confidential Information of the other party, and shall not
use such Confidential Information except to exercise its rights or perform its
obligations under this Agreement and shall not disclose such Confidential
Information to any third party. This paragraph will not apply to any
Confidential Information that is generally known and available, or in the public
domain through no fault of the receiver.
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9. Limited Warranty. Pursuant to the Software License Agreement, Company makes
a limited warranty to End Users with respect to the Products (the "Limited
Warranty"). The Limited Warranty runs directly from Company to End Users
(including Distributor's customers). DISTRIBUTOR SHALL NOT MAKE OR PASS ON TO
ANY PARTY ANY CONDITIONS, WARRANTIES OR REPRESENTATIONS ON BEHALF OF COMPANY
OTHER THAN OR INCONSISTENT WITH THE LIMITED WARRANTY OR THE PROVISIONS OF THIS
SECTION 9. EXCEPT FOR. THE LIMITED WARRANTY REFERENCED ABOVE, COMPANY HEREBY
DISCLAIMS ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES ON THE PRODUCTS,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR. A PARTICULAR. PURPOSE, OR ANY STATUTORY WARRANTY AGAINST
INFRINGEMENT.
10. Limitation of Liability. Company's sole liability and Distributor's sole
remedy under the Limited Warranty and under this Agreement is limited to payment
of any commissions due to Distributor. Distributor understands and agrees that
in no event will Company be liable for the cost of procurement of substitute
goods or for any special, incidental or consequential damage, whether for breach
of warranty or otherwise. This limitation will apply notwithstanding any failure
of essential purpose of any limited remedy.
11. Indemnification by Distributor. Distributor shall hold Company harmless
against any claim arising from (i) Distributor or its agents' actions in
registering sales opportunities under this Agreement, (ii) Distributor's failure
to comply with its obligations under Section 9 (Limited Warranty), or (iii)
Distributor's material breach of any of the terms and conditions of this
Agreement (including in the Exhibits). Distributor shall pay any loss, expense,
cost, liability or damage arising out of such claims.
12. Compliance with Laws. Distributor shall comply with (i) applicable export
laws and regulations of any agency of the U.S. Government, (ii) the United
States Foreign Corrupt Practices Act, and (iii) any other current, applicable
laws, regulations and other legal requirements in its performance under this
Agreement. Distributor shall ensure that any notices required by the U.S.
Government agencies (including those required for procurement purposes under FAR
and DFAR) or other agencies are included with the Products.' Distributor
represents and warrants that, as of the Effective Date, no currency control laws
applicable in the Territory prevent the payment of any amounts due to Company
under this Agreement. Distributor also represents and warrants that, to the best
of Distributor's knowledge, the provisions of this Agreement, and the rights and
obligations of the parties hereunder, are enforceable under the laws of the
jurisdictions within the Territory.
13. Dispute Resolution and Governing Law.
(a) Any dispute arising out of or related to this Agreement shall be
finally settled in accordance with the Rules of Conciliation and Arbitration of
the International Chamber of Commerce. The arbitration shall take place in Santa
Xxxxx County, California, but the parties hereby agree to exclude any right of
application or appeal to the courts in connection with any question of law
arising in the course of the reference or out of the award. Each of the parties
shall appoint one arbitrator and the two so nominated shall, in turn, choose a
third arbitrator. If the arbitrators chosen by the parties cannot agree on the
choice of the third arbitrator within a period of 30 days after their
nomination, then the third arbitrator shall be appointed by the President of the
International Chamber of Commerce.
(b) The arbitration shall be conducted in the English language.
Relevant documents in other languages shall be translated into English if the
arbitrators so direct. The law of the State of California, U.S.A., excluding the
Convention on Contracts for the International Sale of Goods and that body of law
known as conflicts of laws, shall be the applicable substantive law. The
applicable procedural law shall be the law of the place of arbitration. The
parties agree that they will, before the hearing of any dispute, make discovery
and disclosure of all materials relevant to the subject matter of such dispute.
(c) A written transcript in English of the hearing will be made and
furnished to the parties. Examination of witnesses by the parties and by the
arbitrators will be permitted.
(d) The arbitrators will decide in accordance with the terms of this
Agreement and will take into account any appropriate international trade usages
applicable to the transaction. The arbitrators will state the reasons upon which
the award is based.
(e) The award of the arbitrators will be final and binding upon the
parties. Judgment upon the award may be entered in any court having
jurisdiction. An application may be made to any such court for judicial
acceptance of the award and an order of enforcement.
14. Support Requirements. Company and Distributor shall jointly provide support
and other services and Distributor
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shall participate in training as set forth in Support and Services (Exhibit D).
15. Miscellaneous.
(a) Entire Agreement If any portion of this Agreement is held to be
unenforceable, the remainder of this Agreement will remain valid. The terms and
conditions of this Agreement (including the Exhibits, which are incorporated
herein by reference) constitute the entire Agreement between the parties and
supersede all previous agreements, whether oral or written, between the parties
with respect to the subject matter hereof. Without limiting the above, all
purchase orders will be governed by the terms and conditions of this Agreement
notwithstanding any preprinted terms and conditions.
(b) Title. Company retains title to the Products, and reserves all
rights not explicitly granted.
(c) No Waiver and Excusable Delays. A delay or failure by a party in
its exercising its rights and remedies provided for in this Agreement is not and
will not be a waiver of any right. No amendment or waiver of this Agreement will
be binding unless it has been assented to in writing by both parties.
Nonperformance is excused to the extent that it is rendered impossible by
strike, fire, flood, earthquake, governmental acts or orders or restrictions,
failure or suppliers or other circumstances in which the failure to perform is
beyond the control and not caused by the negligence of the nonperforming party.
(d) Notices and Assignment. This Agreement may not be assigned by
Distributor, directly or indirectly, without Company's prior written consent.
Subject to the preceding sentence, this Agreement will inure to the benefit of
the parties' successors and assigns. All notices must be either sent registered
or certified mail, return receipt requested, or served personally.
(e) English Language. This Agreement is made in the English language,
which language is controlling. Communications and notices must be in the English
language.
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EXHIBIT A
SCHEDULES
Schedule 1: Definitions
(a) "End User" means any third party that obtains a Product solely to fulfill
its own internal design development needs. Distributor is an End User with
respect to its internal use of the Product.
(b) "Marks" means Company's trademarks and other identifying information
identified in Schedule 2 below.
(c) "Maintenance" means services, including support and right to receive
Updates and New Releases provided by Company to customers who have
purchased the right to receive such services.
(d) "Maintenance Renewal" means an agreement by Company to provide Maintenance
after the first year after a customer has purchased a license to the
Products.
(e) "New Release" means a new release of the Product released by Company, which
is identified by the numeral to the left of the first decimal point (e.g. a
change from version 1.1 to 2.0).
(f) "Pre-Sales Registration" means information, including but not limited to
contact information, provide to Company by Distributor regarding a sales
opportunity for the Products.
(g) "Product(s)" means Company's software products listed on the Product List
or its Updates or New Releases.
(h) "proprietary Rights" means any and all rights with respect to patents,
copyrights, trade secrets, moral rights, and other similar rights or
interests in intellectual or industrial property.
(i) "Qualified Billing" has the meaning set forth in Section 3(b).
(j) "Software License Agreement" means Company's standard license agreement
pursuant to which End Users are granted the right to use a Product.
Company's current Software License Agreement is attached as Exhibit C.
(k) "Territory" means the area identified in Schedule 3.
(1) "Update" means a bug fix or minor enhancement to a Product, which is
identified by the numeral to the right of the first decimal point in the
Product (e.g., a change from version 1.1 to 1.2).
Schedule 2: Marks
Synplicity(R)
Synplify(R)
Simply Better Synthesis(R)
HDL Analyst(TM)
Behavior Extracting Synthesis Technology(TM)
Embedded Synthesis(TM)
SCOPE(TM)
B.E.S.T.(TM)
Synthesis Constraints Optimization Environment(TM)
HDL Partitioner(TM)
HDL Floorplanner(TM)
The Fast Synthesis Company(TM)
Direct- Synthesis Technology(TM)
DST(TM)
Synplicity's "S" Logo Design as shown: [LOGO] [LOGO]
Schedule 3: Territory
The United States and Canada.
Schedule 4: Term
(a) Term: The term of this agreement shall be one year from the effective date.
(b) Renewal Procedure: This agreement may be renewed upon a written request 60
days in advance of the last day of the term.
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EXHIBIT B
PRODUCT LIST
Part Number Product Description
-------------------------------------------------------------------------------
PC Node-Locked (Win95, Win98 & WinNT)
SSPN Simplify - All FPGA vendors
MSPN Annual maintenance for Simplify - All FPGA vendor
SHPN HDL Analyst Option to Simplify
MHPN Annual maintenance for HDL Analyst Option
SSPN-XI Simplify - Single Vendor (Xilinx Only)
MSPN-XI Annual maintenance for Simplify - Single Vendor (Xilinx Only)
All-Platforms Floating (Win95, Win98, WinNT, Solaris & HPUX)
SSAF Simplify - Single Vendor (Xilinx Only) Floating/l/
MSAF Annual maintenance for Simplify - Single Vendor (Xilinx Only)
Floating
SSAF Simplify - All FPGA Vendors Floating/l/
MSAF Annual maintenance for Simplify Floating
SHAF HDL Analyst Option to Simplify, Floating/2/
MHAF Annual maintenance for HDL Analyst Option, Floating
Upgrade Packages
SUPN-XI Simplify Upgrade to all FPGA vendors from SSPN-XI
MUPN-XI Annual maintenance for Synplify Upgrade from MSPN-XI
Notes
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1. Batch capability is a standard feature in all Simplify floating licenses
after release 5.0. Batch is not included in the PC node-locked version.
2. HDL Analyst floats in conjunction with a Simplify license. When a user runs
Simplify with HDL Analyst, both licenses (Simplify & HDL Analyst) are
checked out until the Simplify program is exited.
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EXHIBIT C
SYNPLICITY SOFTWARE LICENSE AGREEMENT
This is a legal agreement between the you, the user ("Licensee") and
Synplicity, Inc. ("Synplicity") regarding the software program attached to or
enclosed with this software license agreement (the "Software"). By clicking the
button below marked "Yes", by opening the packaging of the Software, or by
installing or using the Software, Licensee agrees to be bound by the terms of
this Software License Agreement (the "Agreement"). If Licensee is obtaining an
update, then the term "Software" also includes, and the terms and conditions of
this Agreement also apply to, any preexisting software and data provided within
earlier Software releases, to the extent such earlier software and data is
retained by, embodied in or in any way used or accessed by the upgraded Software
provided with this Agreement. If Licensee does not agree to the terms of this
Agreement, then click on the button marked "No" to terminate the download or
install process, and (if you have a copy) return the Software and any
accompanying items to the place from which you obtained them.
License. Synplicity grants to Licensee, a nonexclusive right to use the SOFTWARE
on one computer system or on a networked computer system, using only the number
of nodes for which Licensee has a license and for which Licensee has the
security key(s) or authorization code(s) provided by Synplicity or its agents.
All SOFTWARE must be used within the country for which the systems were licensed
and must be located at a single site (within a one-kilometer radius.)
Copy Restrictions. This SOFTWARE and documentation is protected by United States
copyright laws and international treaty provisions. Unauthorized copying of the
SOFTWARE in whole or in pan is expressly forbidden. Subject to these
restrictions, Licensee may (i) load the SOFTWARE onto one computer to support
authorized use and (ii) make one copy of the SOFTWARE solely for backup
purposes, provided Licensee includes all copyright and trademark notices on the
back-up copy. Licensee may not copy any part of the documentation, nor modify,
adapt, translate into any language, or create derivative works based on the
documentation without the prior written consent of Synplicity.
Ownership of the SOFTWARE. Synplicity retains all right, title, and interest in
the SOFTWARE and documentation (and any copy thereof), and reserves all rights
not expressly granted to Licensee. This License is not a sale of the original
SOFTWARE or of any copy.
Use Restrictions. This SOFTWARE is licensed to Licensee for internal use only.
Licensee acknowledges that the scope of the licenses granted hereunder do not
permit Licensee (and Licensee shall not allow any third party) to: (i)
decompile, disassemble, reverse engineer or attempt to reconstruct, identify or
discover any source code, underlying ideas, underlying user interface techniques
or algorithms of the SOFTWARE by any means whatever, or disclose any of the
foregoing; (ii) provide, lease, lend, use for timesharing or service bureau
purposes, or otherwise use or allow others to use the SOFTWARE for the benefit
of third parties; (iii) modify, incorporate into or with other software, or
create a derivative work of any pan of the SOFTWARE; (iv) disclose the results
of any benchmarking of the SOFTWARE, or use such results for its own competing
software development activities, without the prior written permission of
Synplicity; or (v) attempt to circumvent any user limits, maximum gate count
limits or other license, timing or use restrictions that are built in to the
Software.
Transfer Restrictions. Licensee shall not sublicense, transfer or assign this
Agreement or any of the rights or licenses granted under this Agreement, except
in the case of a merger or sale of all or substantially all of Licensee's
assets.
Ownership of Design Techniques. "Design" means the representation of an
electronic circuit or device(s), derived or created by Licensee through the use
of the SOFTWARE in its various formats, including, but not limited to,
equations, xxxxx tables, schematic diagrams, textual descriptions, hardware
description languages, and netlists. "Design Techniques" means the Synplicity-
supplied date, circuit and logic elements, libraries, algorithms, search
strategies, rule bases, and technical information incorporated in the SOFTWARE
and employed in the process of creating Designs. Synplicity retains all right,
title and interest in and to Design Techniques incorporated into the SOFTWARE,
including all intellectual property rights embodied therein. Licensee
acknowledges that Synplicity is in the business of licensing SOFTWARE which
incorporates Design Techniques. Licensee agrees that in the event Licensee
voluntarily discloses any design techniques to Synplicity without designating
such as Licensee's Confidential Information, Synplicity shall have the
unrestricted, royalty-free right to incorporate such design techniques into its
software, documentation and other products, and to sublicense third parties to
use such incorporated design techniques.
Protection of Confidential Information. "Confidential Information" means (i) the
SOFTWARE, in object and source code form, and any related technology, idea,
algorithm or information contained therein, including without limitation Design
Techniques, and any trade secrets related to any of the foregoing; (ii) either
party's product plans, Designs, costs, prices and names; non-published financial
information; marketing plans; business opportunities; personnel; research;
development or know-how; (iii) any information' designated by the disclosing
party as confidential in writing or, if disclosed orally, designated as
confidential at the time of disclosure and reduced to writing and designated as
confidential in writing within thirty (30) days; and (iv) the terms and
conditions of this Agreement; provided, however that "Confidential Information"
will not include information that: (a) is or becomes generally known or
available by publication, commercial use or otherwise through no fault of the
receiving party;, (b) is known and has been reduced to tangible form by the
receiving party at the time of disclosure and is not subject to restriction; (c)
is independently developed by the receiving party without use of the disclosing
party's Confidential Information; (d) is lawfully obtained from a third party
who has the right to make such disclosure; and (e) is released for publication
by the disclosing party in writing.
Each party will protect the other's Confidential Information from unauthorized
dissemination and use with the same degree of care that each such party uses to
protect its own like information. Neither party will use the other's
Confidential Information for purposes other
9
than those necessary to directly further the purposes of this Agreement. Neither
party will disclose to third parties the other's Confidential Information
without the prior written consent of the other party.
Termination. Synplicity may terminate this Agreement in the event of breach or
default by Licensee. Upon termination Licensee will relinquish all rights under
this Agreement, and must cease using the SOFTWARE and return or destroy all
copies (and partial copies) of the SOFTWARE and documentation.
Export. Licensee agrees not to allow the Synplicity SOFTWARE to be sent or used
in any country except in compliance with applicable U.S. laws and regulations.
Limited Warranty and Disclaimer. Synplicity warrants (i) that the SOFTWARE will
perform substantially in accordance with the accompanying documentation for a
period of ninety (90) days from the date of receipt, and (ii) that the SOFTWARE
will be able to accurately process date data (including. but not limited to,
calculating, comparing, and sequencing) from, into and between the twentieth and
twenty-first centuries, provided that it is used in accordance with the product
documentation provided by Synplicity, that all associated products (such as
hardware, software, firmware and the like) used in combination with the SOFTWARE
properly exchange date data with it, and that Licensee is covered under a
services or maintenance agreement with Synplicity regarding the SOFTWARE.
Synplicity's entire liability and Licensee's exclusive remedy for a breach of
the preceding limited warranties shall be, at Synplicity's option, either (a)
return of the license fee, or (b) providing a fix, patch, work-around, or
replacement of the SOFTWARE that does not meet such limited warranty. In either
case, Licensee must return the SOFTWARE to Synplicity with a copy of the
purchase receipt or similar document. Any replacement will be warranted for the
remainder of the original warranty period or 30 days, whichever is longer. Some
states/jurisdictions do not allow limitations on duration of an implied
warranty, so the above limitation may not apply. EXCEPT AS EXPRESSLY SET FORTH
ABOVE, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE BY
SYNPLICITY WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION
(STATUTORY OR OTHERWISE), AND SYNPLICITY EXPRESSLY DISCLAIMS ALL WARRANTIES AND
CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. SYNPLICITY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE,
OR THAT ALL DEFECTS IN THE PROGRAM WILL BE CORRECTED. Licensee assumes the
entire risk as to the results and performance of the SOFTWARE. Some
states/jurisdictions do not allow the exclusion of implied warranties, so the
above exclusion may not apply.
Limitation of Liability. LICENSEE AGREES THAT IN NO EVENT SHALL SYNPLICITY OR
ITS AGENTS BE LIABLE-FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THESE SYNPLICITY
PRODUCTS, EVEN IF SYNPLICITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. In no event will Synplicity be liable to Licensee for damages in an
amount greater than the fees paid for the use of the SOFTWARE. Some
states/jurisdictions do not allow the limitation or exclusion of incidental or
consequential damages, so the above limitations or exclusions may not apply.
Intellectual Property Right Infringement. In the event that a claim alleging
infringement of an intellectual property right arises concerning the SOFTWARE
(including but not limited to patent, trade secret, copyright or trademark
rights), Synplicity in its sole discretion may elect to defend or settle such
claim. Synplicity in the event of such a claim may also in its sole discretion
elect to terminate this Agreement and all rights to use the SOFTWARE, and
require the return or destruction of the SOFTWARE, with a refund of the fees
paid for use of the SOFTWARE less a reasonable allowance for use and shipping.
Miscellaneous. If Licensee is a corporation, partnership or similar entity, then
the license to the Software that is granted under this Agreement is expressly
conditioned upon acceptance by a person who is authorized to sign for and bind
the entity. This Agreement is the entire agreement between Licensee and
Synplicity with respect to the license to the SOFTWARE, and supersede any
previous oral or written communications, or documents (including. if you are
obtaining an update, any agreement that may have been included with the initial
version of the Software). This Agreement is governed by the laws of the State of
California, USA. This Agreement will not be governed by the U.N. Convention on
Contracts for the International Sale of Goods. If any provision of this
Agreement is found to be invalid or unenforceable, it will be enforced to the
extent permissible and the remainder of this Agreement will remain in full force
and effect Failure to prosecute a party's rights with respect to a default
hereunder will not constitute a waiver of the right to enforce rights with
respect to the same or any other breach.
Government Users. Use, reproduction, release, modification, or disclosure of
this commercial computer software, or of any related documentation of any kind,
is restricted in accordance with FAR 12.212 and DFARS 227.7202, and further
restricted by this License Agreement Synplicity, Inc., 000 Xxxxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000, X.X.X.
10
EXHIBIT D
SUPPORT AND SERVICES
All support and services in this Agreement are provided pursuant to the Terms
and Conditions of the Authorized Distributor Agreement, to which this is
attached and into which it is incorporated by reference.
1. Support Obligations of Distributor. Distributor will provide initial
presentation, installation assistance, and first level pre-sales technical
assistance.
2. Support Obligations of Company. Company will provide second-level pre-sales
support and all post-sales support through its Corporate Applications
Group.
3. Upgrades. Company shall provide End User customers with Updates and New
Releases as Company deems appropriate
4. Training. Distributor will coordinate technical and sales training on
Company Products and services at least twice during the term of this
Agreement. The location of such training shall be determined by
Distributor. The allocated amount of training time will be reasonable and
appropriate in Company's judgment, all such training will be in English,
and Distributor will bear all travel and living expenses for such personnel
sent by Company for training. Periodic training to maintain or increase
technical competence on Company Products may be provided from time to time
by Company. Distributor's personnel will attend this periodic training, as
reasonably requested by Company, and Distributor shall bear all related
travel and living expenses.
11
EXHIBIT E
Synplicity, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Phone: 408/000-0000
Fax: 408/0000000
QUARTERLY SALES REGISTRATION TARGET FORECAST
Complete and return this form to Synplicity headquarters by the tenth day of the
current quarter.
Distributor: ____________________________________
For Quarter: [_] Jan-March [_] Apr-June [_] July-Sept [_] Oct-Dec
Year: ______________
Territory: ______________
Sales Registration target for Quarter: ______________
Agreed: Agreed:
Distributor Synplicity
__________________ __________________
Name Name
__________________ __________________
Signature Signature
__________________ __________________
Date Date
12
EXHIBIT F
REGISTRATION PROCESS
(i) Registrations shall be managed by designated Company employee, Xxxxxx
Xxxxxxxx.
(ii) All Registrations shall be submitted to Company through the designated e-
mail account: xxxxxx@xxxxxxxxxx.xxx, by fax at: 000-000-0000, or via
-----------------------
Company's distribution web page: xxx.xxxxxxxxxx.xxx/xxxxxxx
--------------------------
1
EXHIBIT G
---------
DESIGN FORECAST/REGISTRATION REPORTING FORM
-------------------------------------------
MANUFACTURER REGISTRATION NUMBER
=============================== [__] Product Liability Concern ===================
SYNPLICITY (check if applicable)
=============================== ===================
Date Submitted: ______________ Date Approved:
====================
Accepted By: ______________ Date:_______________ Expires:
====================
Rejected By: ______________ Date:_______________ Renewal Date:
====================
Reason: _________________________________________________________________________________________________
------------------------------------------------------------------------------------------------------------------
DISTRIBUTOR LOCATION TRACKING NUMBER
=============================== ===================
=============================== ===================
Technical Sales Engineer: Phone: Pgr:
Salesperson: Phone: Pgr:
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
CUSTOMER INFORMATION DISTRIBUTOR -----------------------------
-------------------- -----------------------------
ACCOUNT NUMBER
Company:
Address: Manufacturer
City: State: Country: Zip: Account Number
=============================
Manufacturer Salesperson: Phone:
Manufacturer FAE: Phone: =============================
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PROJECT INFORMATION
-------------------
Status: Prototype Date:
Project Name: Units: Production Date:
Board Name: Quantity Expected or Actual
Description:
Project Engineer Phone: Ext:
Additional Phone: Ext:
Engineer: Phone: Ext:
Purchasing Contact:
----------------------------------------------------------------------------------------------------------------
PART NUMBER FOR REGISTRATION
----------------------------
Joint Visit Date:___________________
*R=REgisterable A=Associated
----------------------------------------------------------------------------------------------------------------
Value/1st Yr Registration
Part Number R A Description A.S.P. Qty/Sys Prod level
----------------------------------------------------------------------------------------------------------------
[_] [_]
----------------------------------------------------------------------------------------------------------------
[_] [_]
----------------------------------------------------------------------------------------------------------------
[_] [_]
----------------------------------------------------------------------------------------------------------------
[_] [_]
----------------------------------------------------------------------------------------------------------------
Competition:
Comments/Action Items:
DEVELOPMENT SYSTEM/METRIC
----------------------------------------------------------------------------------------------------------------
Part Number Description Price Qty Value Commnets
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
---------------------------
1st Yr Production
---------------------------
Total Value
---------------------------
-------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Win Date Bonus Earned Debit
=============== ============================================================================== ==================
Design Production
=============== ============================================================================== ==================
ADDENDUM 3
----------
TO
--
DISTRIBUTOR AGREEMENT
---------------------
BETWEEN SYNPLICITY, INC. AND INSIGHT ELECTRONICS, INC.
-------------------------------------------------------
This Addendum No. 3 to the Distributor Agreement dated April 1, 1999 is
made by and between Synplicity, Inc., having its principal place of business at
000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 and Insight Electronics, having
its principal place of business at 00000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxxxxxx
00000.
. Section 3 (e), Amount of Commission, shall be deleted in its entirety and
replaced with the following:
Company shall pay to Distributor a commission of [***]% of Certify
Qualified Xxxxxxxx collected by Company and [***]% of Synplify and HDL
Analyst Qualified Xxxxxxxx collected by Company, except in connection with
Special Programs as discussed in Section 6 (c) on which the commission rate
on Qualified xxxxxxxx resulting directly form such Special Programs will be
the rate agreed to by the parties in writing for that Special Program.
Additionally, Company shall pay to Distributor a commission of [***]% of
Synplify Pro and Amplify Qualified Xxxxxxxx collected by Company provided
the account design team or site is not an existing Synplify customer.
Payments due to Distributor will be made 30 days after Company has received
payment, based on Qualified xxxxxxxx collected. Additionally, Company shall
pay [***] dollars ($[***]) per Synplify license and [***] dollars ($[***])
for each Certify, Amplify and Synplify Pro license included in each
Qualified Billing directly to Distributor's Technical Sales Engineer
responsible for such Qualified Billing. Distributor will also match such
[***] dollar payment for each Synplify license and [***] dollar payment for
each Certify, Amplify and Synplify Pro license to the Technical Sales
Engineer.
. Exhibit A, Schedule 2: Marks, shall be deleted in its entirety and replaced
with the following:
Schedule 2: Marks
Synplicity's "S" Logo as shown: [Synplicity Logo]
Synplicity(R)
Synplify(R)
Simply Better Synthesis(R)
HDL Analyst(TM)
B.E.S.T.(TM)
Behavior Extracting Synthesis Technology(TM)
SCOPE(TM)
Synthesis Constraints Optimization Environment(TM)
Direct Synthesis Technology(TM)
DST(TM)
Certify(TM)
Amplify(TM)
Partition-Driven Synthesis(TM)
. Exhibit B, Product List, shall be deleted in its entirety and replaced with
the following:
[***] 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.
EXHIBIT B
PRODUCT LIST
-----------------------------------------------------------------------------------------------------------
Part Number Description
Certify
SCAF Certify, Floating on all Computer Platforms
MCAF Annual Maintenance for Certify
Synplify
SSPN-XI Synplify, PC Node-Locked, Vendor Xilinx Only
MSPN-XI Annual Maintenance, Synplify, PC Node-Locked, Vendor Xilinx Only
SSPN Synplify, PC Node-Locked
MSPN Annual Maintenance, Synplify, PC Node-Locked
SSAF-XI Synplify, Floating, Vendor Xilinx Only
MSAF-XI Annual Maintenance for Synplify, Floating, Vendor Xilinx Only
SSAF Synplify, Floating
MSAF Annual Maintenance, Synplify, Floating
HDL Analyst
SHPN HDL Analyst Option, PC Node-Locked
MHPN Annual Maintenance, HDL Analyst, PC Node-Locked
SHAF HDL Analyst Option, Floating (floats with Synplify)
MHAF Annual Maintenance, HDL Analyst, Floating (floats with Synplify)
Synplify & HDL Analyst, Upgrade Packages
SUPN Upgrade from single-vendor PC-locked Synplify to support all FPGA vendors (PC-Locked license)
XSAF Synplify (All-vendors) upgrade to floating from PC Node-Locked
SUAF Synplify (Single vendor) upgrade to support all FPGA vendors (floating)
XSPN Synplify (Single vendor) upgrade to support Single Vendor (floating)
XHAF HDL Analyst, Upgrade to Floating from PC Node-Locked
Synplify Pro
SPAF Synplify Pro Floating (All Vendors)
SPAF-XI Synplify Pro Floating Single Vendor
SPPN Synplify Pro for PC (All Vendors)
SPPN-XI Synplify Pro for PC (Single Vendor) REQUIRES SAPN-XI
MPAF Synplify Pro Floating (All Vendors), Annual Maint.
MPAF-XI Synplify Pro Floating Single Vendor, Annual Maint.
MPPN Synplify Pro for PC (All Vendors), Annual Maint.
MPPN-XI Synplify Pro for PC (Single Vendor), Annual Maint. REQUIRES MAPN-XI
Amplify Physical Optimizer (Requires Synplify Pro)
SAAF-XI Amplify Physical Optimizer, Floating, Xilinx Only
SAPN-XI Amplify Physical Optimizer for PC, Xilinx Only
MAAF-XI Amplify Physical Optimizer, Floating, Xilinx Only, Annual Maint.
MAPN-XI Amplify Physical Optimizer for PC, Xilinx Only, Annual Maint.
-----------------------------------------------------------------------------------------------------------
Except as amended herewith, all other paragraphs of the Synplicity, Inc.
Distributor Agreement shall continue in full force and effect. In the event of
any conflict between the Distributor Agreement and this Addendum 3, the
provisions of this Addendum 3 shall prevail.
The parties hereto have executed this Addendum with an effective date of July 1,
2000.
SYNPLICITY, INC. INSIGHT ELECTRONICS
___________________________ ________________________________
Signature Signature
Xxxxxxx X. Xxxxxx
--------------------------- ________________________________
Printed Name Printed Name
Vice President Finance, CFO
--------------------------- ________________________________
Title Title
___________________________ ________________________________
Date Date
