PAPERCLIP IMAGING SOFTWARE, INC.
DISTRIBUTOR LICENSE AGREEMENT
1. LICENSE GRANT. PAPERCLIP IMAGING SOFTWARE, INC. During the term of this
Agreement: PaperClip grants the Distributor the exclusive right to market and
sell the Products provided by Distributor under this Agreement, in unaltered
form to End Users located in Malaysia. No right or license to use, copy, or
alter the Products is granted by this Agreement, except that Distributor may
use a reasonable number of copies of each Product purchased pursuant to its
Agreement for the purpose of demonstrating the Product to End-Users. During the
term of this Agreement Distributor agrees not to carry any competing software
products.
2. OWNERSHIP. You agree that ownership of, and title to, the Software and
documentation and all rights therein, and all copyrights relating thereto, and
all trademarks affixed thereto, are and shall remain the property of Licensor
(and/or its licensors, if any). Licensor reserves the right to change its
trademarks with respect to the Software.
3. PROTECTION OF SOFTWARE. You agree to take all reasonable steps to protect
the software and documentation from unauthorized copy or use. The Software
source code represents and embodies trade secrets of Licensor (and/or its
licensors). The source code and embodied trade secrets are not licensed to you,
and any modification, addition or deletion is strictly prohibited. You agree
not to dissemble, decompile, or otherwise reverse engineer the Software in
order to discover the source code and/or the trade secrets contained in the
source code. You also may not remove or obscure Licensor's trademark or copy
right notices.
4. TERM. This Agreement is effective for a 36 month period commencing with the
date of PaperClip's acceptance of this Distributor Agreement. You may terminate
this License at any time by destroying the documentation and the software
together with any copy made by you. This Agreement shall also automatically
terminate if you breach any of the terms and conditions of this Agreement. You
agree to destroy the original and any such copy of the Software and
documentation, or to return them to Licensor upon termination of this License.
5. LIMITED WARRANTY. If the diskettes or documentation are in damaged
condition, or if the Software fails to substantially conform to the
specifications in the accompanying documentation, you may return them and any
copy made by you (postage prepaid) to Licensor, within 90 days of purchase,
together with your written explanation of the reason for this return. Licensor
will then either send you a replacement or refund your license fee. THIS IS
YOUR ONLY REMEDY.
6. DISCLAIMER OF WARRANTIES. Licensor makes no warrantee, representation or
promise not expressly set forth in this agreement. Licensor disclaims and
excludes any and all implied warranties of merchantability, title and fitness
for a particular purpose. Licensor does not warrant that the software and
documentation will satisfy your requirements or that the software and
documentation are without defects or error that the operation of the software
will be interrupted.
7. LIMITATION OF LIABILITY. Licensor's aggregate liability arising from or
relating to this agreement or the software or documentation is limited to the
total of all payments made by you or for you for the license. Licensor shall
not in any case be liable for any special incidental, consequential, indirect
or punitive damages, even if licensor has been advised of the possibility of
such damages. Licensor is not responsible for lost profits or revenue, loss of
use of the software, loss of data, costs of recreating lost data, the cost of
any substitute equipment or program, or claims by any party other than you.
8. SOLICITATION OF EMPLOYMENT. During the term of this Agreement, and for one
(1) year thereafter, whether by expiration or otherwise, Reseller agrees not to
directly recruit for employment or offer subcontracted arrangements outside of
the normal business practice to any employee of PaperClip Imaging Software.
GENERAL CONDITIONS
9. GOVERNING LAW. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New Jersey.
10. ENTIRE AGREEMENT. This agreement sets forth the entire understanding and
agreement between you and Licensor and may be amended only in writing and
signed by both parties. No vendor, distributor, dealer, retailer, sales person
or other person is authorized to modify this agreement or to make any warranty,
representation or promise
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which is different from, or in addition to, the representations or promises in
this agreement.
11. WAIVER. No waiver of any right under this Agreement shall be effective
unless in writing and signed by a duly authorized representative of Licensor.
No waiver of any past or present right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right arising under this
Agreement.
12. SEVERABILITY. If any provision in this Agreement is invalid or
unenforceable, that provision shall be construed, limited, modified, or if
necessary, severed, to the extent necessary, to eliminate its invalidity or
unenforceability, and other provision of this Agreement shall remain
unaffected.
TRAINING
1. Distributor will have personnel trained in PaperClip, Gupta, Microsoft NTSA
and Novell Netware. This is to ensure that End-Users are adequately supported.
If Distributor fails to support the End-Users, PaperClip will have the right to
terminate this agreement. Distributor will employ at its own expense, train, at
all times during the term of this Agreement, sufficient personnel who are
competently trained in the operation and marketing of computer software and
also in the operation and marketing of the Products so that Distributor will be
able to: serve the demands and needs of its customers for the Products; service
and support the Products; and promote and market the Products.
PRICES AND PAYMENT
1. The prices for the Products to be paid by Distributor shall be in U.S.
dollars at the suggested retail prices in effect on Developer's Product Price
List at the time of receipt of the order from Distributor. All costs of
shipment from Developer's point of manufacture shall be borne by Distributor.
2. Payment shall be due from Distributor by letter of credit in U.S. Dollars
with respect to each shipment; 50% at the time of order and 50% at the time of
delivery.
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PRODUCT ORDERS, MARKETING AND SHIPMENT
Distributor agrees to employ its best efforts vigorously and aggressively to
promote and market the PaperClip Products in order for Distributor to maintain
its sole distributors status. At the end of the first year, PaperClip will
review with Distributor the level of activity that has taken place and will
have the right to discontinue the sole distributor exclusivity portion of this
agreement. As part of this Agreement, Distributor is to submit to PaperClip its
marketing and support plans.
ACKNOWLEDGMENT. You acknowledge that you have read every provision of this
License Agreement.
Your signature : /s/ Boo Gooi Teh Date: 10 November 1994
Please print your name BOO GOOI TEH Title SENIOR VICE PRESIDENT
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PESANIAGA SDN. BHD.
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PaperClip Imaging Software, Inc. /s/ XXXXXXX XXXXX Title CEO
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