Exhibit 10.17
CONFIDENTIAL
DISTRIBUTOR AGREEMENT
---------------------
This Agreement made and entered into this lst day of February, 1996, by and
between Summit Design, Inc., a Delaware corporation organized and existing under
the laws of the state of Delaware and the U.S.A., with its principal place of
business located at 0000 XX Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (hereinafter
referred to as SUMMIT), and Seiko Instruments Inc., a corporation organized and
existing under the laws of Japan, with its principal place of business located
00-0 Xxxxxxx 0 Xxxxx, Xxxx-Xx, Xxxxx 000 Xxxxx (hereinafter referred to as SII).
In consideration of the covenants contained herein, the parties agree as
follows:
1.0 Appointment. SUMMIT hereby appoints SII, as Exclusive Distributor,
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for the sale and support of the SUMMIT Products listed in Appendix A in the
Territory defined in Appendix B, as long as SII meets the Quarterly Quota as
specified in Appendix C, and grants to SII a non-exclusive, non-transferable
license to use and demonstrate the Products to facilitate its performance under
this Exclusive Agreement, and to market to approved sub-distributors and to the
customers in the territory the Products pursuant to the SUMMIT Program User
Agreement described in Article 4.2 hereof. SII will have the right to engage
sub-distributors in the territory providing notification to and written
agreement by SUMMIT. SII hereby agrees to the value, price and payment terms
specified in Appendix E.
1.1 As used in Section 1, Exclusive Distributor shall mean that
SUMMIT may have agreements for distribution of the standalone Products listed in
Appendix A with no more than one (1) direct distributor for the Territory
defined in Appendix B. This distributor may employ sub-distributors if approved
in writing by SUMMIT.
1.2 SII's Exclusivity shall continue for the Base Period and
Extension Periods under the following quota fulfillment rules for exclusivity.
1.2.1 If Quarterly Quotas are achieved then SII maintains the
rights of exclusivity.
1.2.2 If a Quarterly Quota is overachieved then the over-
achievement shall reduce the next Quarterly Quota by the amount of over-
achievement.
1.2.3 If more than one Quarterly Quota is underachieved and the
total under-achievement is greater than 5% of the sum of the quotas, then SII
shall have one (1) additional quarter to make up the under-achievement. If the
under-achievement is not made-up, then SII shall:
1.2.4.1 pay the underachievement in additional
exclusivity fee;
1.2.4.2 negotiate new terms agreeable to both SUMMIT
and SII or
1.2.4.3 abandon exclusivity.
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1.3 The list of Products set forth in Appendix A will only be changed
by SUMMIT in the event that any of the Products listed are abandoned by SUMMIT
on a worldwide basis or undergo general reconfiguration or price change by
SUMMIT on a worldwide basis. New Top-Down-Design products introduced by SUMMIT
will be added to Appendix A if SUMMIT and SII agree on pricing and quota terms
for these products. In the event SII declines for any reason to add any SUMMIT
Top-Down-Design product to Appendix A under this Section 1.3 then SUMMIT may
offer such product through another distributor in Japan. Such changes shall
require a ninety (90) day prior written notice.
2.0 Term of Agreement. This Agreement shall take effect from the date of
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execution hereof and shall remain in force for a period of three (3) years
("Base Period"), unless and until terminated pursuant to Article 13 hereof. This
Agreement may be renewed for additional five (5) year periods ("Extension
Periods") by mutual agreement as follows:
2.1 In the event SII wants to renew for an Extension Period, SII shall
notify Summit in writing no later than six (6) months prior to the end of the
current period.
2.2 In the event Summit wants to renew for an Extension Period,
Summit shall notify SII in writing no later than one (1) year prior to the end
of the current period.
Quarterly Quotas for the Base Period and Extension Periods are listed in
Appendix C. The discount schedules for the Base Period and Extension Periods are
also listed in Appendix C.
3.0 Responsibilities of Summit.
--------------------------
3.1 SUMMIT agrees to use its best efforts to provide quantities of
the Products sufficient to meet the requirements of SII.
3.2 SUMMIT agrees to use its best efforts to provide telephonic hot
line support to SII and SUMMIT shall provide Bug Fix Releases for Products to
SII when released by SUMMIT.
3.3 SUMMIT agrees to ship products upon receipt of a valid Purchase
Order.
3.4 * * *
3.5 * * *
4.0 Responsibilities of SII.
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4.1 SII agrees to use its best efforts to promote the sale of the
Products and to provide Technical Support as defined in Section 5.3.2.b to its
customers.
4.2 SII agrees to sell or otherwise provide the Products only in
accordance with the terms stated herein and the SUMMIT Program User Agreement
attached hereto in Appendix D. SII shall execute with its customers a SUMMIT
Program User Agreement written in Japanese which shall have substantially the
same meaning as the SUMMIT Program User Agreement.
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4.3 SII agrees to maintain a sales, marketing, and support staff
sufficient to provide for the sales and support of SUMMIT Products in the
Territory directly and/or through the use of sub-distributors.
4.4 SII will provide to SUMMIT, at the beginning of each quarter, a
quarterly status report for the previous quarter, a forecast of the next quarter
and, at the beginning of each month, a forecast update. Quarterly status
reports, forecasts and forecast updates shall include customer names and
addresses, Product quantity and revenue, and Maintenance or Technical Support
revenue. All revenue and prices listed in these reports will be actual sale
values.
4.5 SII agrees to meet at least quarterly with SUMMIT or its
authorized representatives to review the business in the Territory for the
previous quarter and to review SII's forecast for the coming six (6) months.
4.6 SII recognizes that SUMMIT and SII may be required by the laws of
the United States or Japan to provide information regarding the identify of
purchasers of Products. At the request of SUMMIT, SII will immediately provide
to SUMMIT copies of all Product sales records, evidencing actual end-user
destinations, product and service prices and discounts and total sales value.
5.0 Orders, Quotations and Prices.
-----------------------------
5.1 SII shall place orders to SUMMIT via faxed Purchase Order and
SUMMIT will provide confirmation or rejection of such orders by fax within seven
(7) days of receipt of order by SUMMIT. If such fax is not received by SII in
seven (7) days the order is automatically accepted. Each Purchase Order shall be
accompanied by the customer purchase order if such order exists. SII shall
maintain a file of its quotations, offers, acceptances, and all other
correspondence relating to the sale of Products, and shall supply such
information to SUMMIT monthly and quarterly as specified in Section 4.6.
5.2 All prices are F.O.B, Beaverton, Oregon, USA, and exclude duty,
insurance, shipping, local tax, and any use, value-added, or other tax. When
applicable, such items will appear as a separate line item on the invoice.
5.3 Prices.
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5.3.1 The Recommended List Price for each Product is shown in
Appendix A.
5.3.2 Maintenance, with Upgrades and Technical Support for each
product may be purchased under the following options:
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(a) Maintenance - Maintenance prices are ** of
Recommended List Price for Products as shown in Appendix A and are paid
annually. Annual Maintenance includes the following:
(i) Product Upgrades for Products purchased, if any
are released during the current maintenance period by SUMMIT.
(ii) Telephonic Hot Line Support, supplied by SII.
(iii) Bug Fix Releases for Products purchased, if any
are released during the current maintenance period by SUMMIT.
(b) Technical Support - Technical Support prices are **
of Recommended List Price for Products as shown in Appendix A and are paid
annually. Technical support includes the following:
(i) Telephonic Hot Line Support, supplied by SII.
(ii) Bug Fix Releases for Products purchased, if any
are released during the current maintenance period by SUMMIT.
(c) Upgrades - Product Upgrades are new major product
releases. Upgrades will be sold to the end user at ** of the Recommended
List Price for each Product.
5.4 Distributor Purchase Price. SII shall purchase Products and the
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rights to sell Maintenance, Technical Support and Upgrades at a price paid to
SUMMIT equal to Distributor Purchase Price. The Distributor Purchase Price for
Products shall be equal to the actual customer purchase price minus the
appropriate Annual Discount as specified in Appendix C. In the event that the
actual customer purchase price is less than ** of the Recommended Product List
Price shown in Appendix A, then the Distributor Purchase Price shall be equal to
the Recommended Product List Price times ** minus the appropriate Annual
Discount as specified in Appendix C. The Distributor Purchase Price for
Maintenance, Technical Support and Upgrades shall be equal to the actual custo
mer purchase price minus the appropriate Annual Discount as specified in
Appendix C. In the event that the actual customer purchase price is less than
** of the Recommended List Price shown in Appendix A, then the Distributor
Purchase Price shall be equal to the Recommended List Price times ** minus the
appropriate Annual Discount as specified in Appendix C.
5.5 SII shall pay withholding tax, but only to the extent required by
applicable law, by deducting the same from amounts specified in Section 5.1
above and shall send SUMMIT an official certificate evidencing such payment.
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6.0 Terms of Payment.
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6.1 Payments for Products, Maintenance, Technical Support and
Upgrades shall be made by SII within sixty (60) days, after date of invoice.
The preferred method of payments to SUMMIT is wire transfer. All payments made
to SUMMIT must be in United States Dollars (USD).
6.2 If any payment due SUMMIT from SII is not paid when due, SUMMIT
may at its option; (a) cease further shipments to SII until all overdue payments
have been made or (b) make shipments only against an irrevocable letter of
credit acceptable to SUMMIT.
7.0 Delivery. SUMMIT shall use its best effort to fill all orders
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promptly upon acceptance thereof. Deliveries shall be made F.O.B SUMMIT's
factory in Beaverton, Oregon, USA. SUMMIT shall retain title and bear the risk
of loss until such time as a shipment has been placed on-board a commercial
carrier, at which time title shall pass and the risk of loss shall become by
SII. Such loss shall not exceed the replacement cost of the shipment.
8.0 Advertising and Promotion. SII shall conduct advertising and
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promotional activities deemed appropriate to promote the sale of the Products in
the Territory. SUMMIT shall supply, free of charge, masters of advertising
materials for marketing of the Products, such as catalogs, brochures, pamphlets,
and the like. SII agrees to refrain from making any claim or representation
concerning the Products in excess of or different from those made by SUMMIT.
9.0 Import and Export.
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9.1 All import duties and custom's fees, and all import permits and
licenses, are SII's and Customer's sole responsibility.
9.2 The provision of the Products to SII by SUMMIT is subject to all
laws, regulations, and rules of the United States of America, the State of
Oregon and Japan. SUMMIT shall not be bound by terms that are in conflict with
such laws. SII agrees to fully comply with all applicable U.S. export
regulations governing destination, ultimate end-user programs of internal
control and re-export restraints, and other restrictions relating to Products or
the furnishing of technical information or data in any form covered by this
Agreement.
9.3 SII agrees to publish such programs of internal controls as
required by U.S. Export Regulations.
9.4 SII agrees not to take any action that will cause it, or SUMMIT
to be in violation of any law of any jurisdiction in the Territory or the United
States including but not limited to, the U.S. Foreign Corrupt Practices Act of
1977 (FCPA), the U.S. Export Control Laws, and the U.S. Anti-Boycott Laws.
9.5 SII understands that SUMMIT is subject to regulations by agencies
of the United States Government, including the U.S. Department of Commerce,
which may prohibit export
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or diversion of the Products, or Product information to certain countries.
Regardless of any disclosure made by SII to SUMMIT of an ultimate destination of
the Products or Product information, SII warrants that it will not export,
either directly or indirectly, any Product or Product information without first
obtaining all necessary approval from the United States Department of Commerce
and/or any other agency or department of the United States Government.
10.0 Proprietary Rights and Trade Secrets.
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10.1 Except as otherwise provided herein, SUMMIT retains all title and
reserves all rights to the documentation, manuals, information, packaging,
promotional materials, or other data furnished by SUMMIT to SII, or developed by
SII under this agreement, whether in object, printed hard copy, or other form.
10.2 Both parties acknowledge that the Products, including any
modifications, enhancements, or improvements co the Products contain valuable
trade secret information proprietary to SUMMIT. Both parties agree to exercise
the highest degree of care and control with respect to the safeguard of these
trade secrets.
10.3 SUMMIT hereby grants to SII the right to translate associated
documentation and manuals into Japanese.
11.0 Product Warranties.
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11.1 SUMMIT warrants that it owns the copyrights to all software
products sold hereunder, and has the legal right to sell such products.
11.2 SUMMIT's warranty to SII shall be the standard SUMMIT warranty
for the Products as stated in Appendix D under Section "Limited Warranty and
Disclaimer" which is in effect on the date of the shipment of the Products to
the Customer.
11.3 EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SUMMIT HEREBY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ON ALL PRODUCTS, AND
SPECIFICALLY AND WITHOUT LIMITATION, DISCLAIMS AND PRECLUDES ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.0 Infringement.
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12.1 SUMMIT, at its expense, will defend SII against any claim action
or suite based on an allegation that a product furnished hereunder infringes a
patent or copyright in the Territory, and SUMMIT will pay any resulting costs,
damages, and attorney's fees finally awarded (after exhaustion of appeals, if
SUMMIT files any appeals), against SII which are attributable to such claim, or
will pay the part of any settlement which is attributable to such claim,
provided that; (a) SII notifies SUMMIT in writing within seventy-two (72) hours
of acquiring knowledge of the claim
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(claim includes any writing related to the subject matter of this subsection);
(b) SUMMIT is permitted to control the defense settlement of the claim, at its
sole discretion, and (c) SII cooperates reasonably in such defense or
settlement.
12.2 In its defense or settlement of any such claim, SUMMIT may (a)
procure for SII the right to continue using the Products; (b) modify the
Products so that it becomes non-infringing; or (c) replace the Products with
substantially equivalent Products not subject to such claim. If the use of any
Product furnished hereunder is enjoined and none of the preceding alternatives
is reasonably available to SUMMIT, SUMMIT will provide SII an opportunity to
return the Product and receive a refund of the purchase price paid, less a
reasonable allowance for use.
12.3 Notwithstanding the foregoing, SUMMIT shall have no liability to
defend, to indemnify SII or to pay any costs, damages, or attorney's fees for
any claim based upon the use of any version of software other than the current
unaltered version released by SUMMIT. Except, in the event of a Patent or
Copyright infringement law suit caused by a version other than the Current
Version SUMMIT shall upgrade these units to the Current Version free of charge.
Current version is the last released version plus one version prior to the last
released version.
12.4 The foregoing states the entire obligation and liability of
SUMMIT with respect to any claims of patent or copyright infringement.
13.0 Termination.
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13.1 This agreement may be terminated by an Agreement duly signed by
the parties hereto.
13.2 Default: In the event of any default in performance of any
agreement, term or provision under this Agreement by either party, the non-
defaulting party may send a written default notice explaining the nature of the
default to the defaulting party. If such default is not rectified within sixty
(60) days after the giving of the default notice, the non-defaulting party may
send termination notice in writing terminating the Agreement. Termination shall
become effective ten (10) days after the giving of the termination notice.
Termination of this Agreement by either party shall not be deemed an election of
remedies or waivers of any claims relating to the other party.
13.3 Bankruptcy: In the event either party voluntarily files a
petition in bankruptcy or has such petition involuntarily filed against it, or
ceases doing business in the ordinary course, the other party may terminate the
Agreement by giving a termination notice, which termination shall become
effective ten (10) days after the giving of the termination notice. Termination
of this Agreement by either party shall not be deemed an election of remedies or
waivers of any claims relating to the other party.
13.4 At the time of termination, SII will receive *** commission as
described in Article 5-Orders, Quotations and Prices.
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13.5 At the time of termination, SUMMIT or its current distributor
shall take over SII's responsibilities to Customers and guarantee the license
right of those Customers in good standing.
14.0 Provisions upon Termination.
---------------------------
14.1 Except as otherwise provided herein, neither SUMMIT nor SII
shall, by reason of the termination, be liable to the other for compensation,
reimbursement, or damages on account of the loss of prospective profits on
anticipated sales, or on account of expenditures, investments, leases, or
commitments made in connection with this Agreement.
14.2 SII shall immediately refrain from further use of all of SUMMIT's
logos, trademarks and trade names. SII shall return all demonstration material,
manuals, literature and brochures.
14.3 Obligations of SII described in Section 17.0 of this Agreement,
shall survive termination or expiration of this Agreement.
15.0 Limitation of Liability. THE LIABILITY OF SUMMIT IN ANY WAY ARISING
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OUT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHETHER SUCH
LIABILITY BE FOUNDED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY, TORT LIABILITY, OR ANY OTHER THEORY, SHALL IN NO EVENT EXCEED,
AND IS SPECIFICALLY LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS RELATED TO SAID
CLAIM. IN NO EVENT SHALL SUMMIT BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCIDENTAL
DAMAGES, LOST PROFITS, OR LOSS DUE TO BUSINESS INTERRUPTION.
16.0 Arbitration. Any and all disputes arising in connection with this
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Agreement shall be settled by Arbitration, unless otherwise mutually agreed by
both parties. In the event that SII
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initiates the dispute against SUMMIT then the Arbitration shall be held in
Portland, Oregon, USA, and set up in accordance with the Rules of Arbitration
and Conciliation of the International Chamber of Commerce. In the event that
SUMMIT initiates the dispute against SII then the Arbitration shall be held in
Chiba, Japan and set up in accordance with the Rules of Arbitration and
Conciliation of the International Chamber of Commerce. Any and all Arbitrators
appointed pursuant to the ICC Rules shall be fluent in English and all documents
submitted to the Arbitration panel shall be in English or accompanied by an
English translation. Judgment upon the award may be entered in any court having
jurisdiction, or application may be made to such court for a judicial acceptance
of the award and an order of enforcement, as the case may be.
17.0 Confidentiality, Trademarks and Tradenames.
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17.1 SII shall treat as Confidential and shall not disclose any
information concerning SUMMIT its principal business, or assets, its Products or
its markets, or its future Products or markets, or any other material(s) which
are of a proprietary or confidential nature, and agrees to appropriately
safeguard same until such time as the information property comes into the public
domain.
17.2 SII recognizes and concedes for all purpose the validity of any
trademark, tradename, or any other proprietary xxxx applied, or to use by SUMMIT
in reference to the Products, and acknowledges these as the sole property of
SUMMIT, whether registered or not.
17.3 During the term of this Agreement, SUMMIT authorizes SII to use
SUMMIT's trademarks and tradenames in Territory only for the purpose of the
marketing, and distribution of SUMMIT's Products. SII agrees that it will use
SUMMIT's name and logo on all packaging, manuals, and materials, and that
SUMMIT's copyright, with its USA address must appear in and on the cover of all
manuals and disk labels, and on the software binary code program. It will be
clearly stated in all manuals, including those translated into any language,
that SUMMIT is the owner of the copyright and SII will add whatever words,
symbols or marks are required in the Territory, as directed by SUMMIT, to give
effective notice of SUMMIT's rights and to preserve all such legal rights of
SUMMIT. SII shall acquire no rights to trademarks or tradenames by virtue of
their use.
17.4 SII is expressly forbidden from altering, removing or modifying
any serial number, identifying number, trademark or other SUMMIT symbol from any
Product or printed materials or software provided under this Agreement.
18.0 Force Majeure. Neither party hereto shall be liable for default of
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any obligation hereunder if such default results from force majeure which
includes; without limitations, governments acts or directives, strikes, acts of
God, war, insurrection, riot or civil commotion, fires, flooding or water
damage, explosions, embargoes, or delays in delivery, whether of the kind herein
enumerated or otherwise, which are not within the reasonable control of the
party affected.
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19.0 Assignment. This Agreement is not assignable or transferable by SII
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except with the written consent of SUMMIT. In the event that SUMMIT assigns or
transfers this agreement SUMMIT shall give SII thirty (30) days written notice.
20.0 Notices. Any notices provided for under this Agreement shall be
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deemed effective when delivered in person or ten (10) days after deposit in the
mail by registered or certified mail postage paid and addressed to the
respective address listed in the introduction of this Agreement.
21.0 Relationship of the Parties. The parties hereto agree that SII shall
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operate as an independent contractor and not as an agent or employee of SUMMIT.
SII has no expresses or implied authorization to incur any obligation or an any
manner otherwise make any commitments on behalf of SUMMIT. SII shall employ its
own personnel and shall be responsible for them and their acts, and in no way
shall SUMMIT be liable for SII, its employees, or third parties.
22.0 Entire Agreement and Severability. This Agreement constitutes the
---------------------------------
entire Agreement between the parties, and supersedes any and all prior oral or
written Agreements. Any modifications, renewals, extensions, waivers, or
amendments shall be effective only when in writing signed by both parties.
Should any clause of this Agreement be rendered illegal or unenforceable due to
legislative changes, the remainder of the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above set forth.
SUMMIT DESIGN, INC. SEIKO INSTRUMENTS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxxx Xxxxxxxxx
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Authorized Signature Authorized Signature
Xxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxx
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Name (Type or Print) Name (Type or Print)
President, CEO Division Manager
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Title Title
February 1, 1996 February 1, 1996
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Date Date
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APPENDIX A
JAPAN RECOMMENDED LIST PRICE
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PRICES EFFECTIVE: JANUARY 1, 1996
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PART PLAN M MAINT PLAN H MAINT
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VISUAL PRODUCTS NUMBER LIST NUMBER LIST NUMBER LIST
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PC PRODUCTS
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Visual HDL VP-BBO-L $15,000 VP-BBO-M $3,000 VP-BBO-H $1,200
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Visual HDL Design Entry VP-DEO-L $12,000 VP-DEO-M $2,400 VP-DEO-H $ 960
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Visual HDL; Win95 or NT VP-BNT-L $24,000 VP-BNT-M $4,800 VP-BNT-H $1,920
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UNIX PRODUCTS
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Visual HDL (node locked) VU-NLO-L $30,000 VU-NLO-M $6,000 VU-NLO-H $2,400
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Visual HDL (floating) VU-FLO-L $36,000 VU-FLO-M $7,200 VU-FLO-H $2,880
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Visual HDL Design Entry (node locked) VU-DE1-L $21,600 VU-DE1-M $4,320 VU-DE1-H $1,728
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Visual HDL Design Entry (floating) VU-DE2-L $26,400 VU-DE2-M $5,280 VU-DE2-H $2,112
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Visual Verilog Design Entry and Debugging interface VU-VE6-1 $21,600 VU-VE6-M $4,320 VU-VE6-H $1,728
(node locked) (ship 11/95)
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Visual Verilog Design Entry and Debugging interface VU-VE7-L $26,400 VU-VE7-M $5,280 VU-VE7-H $2,112
(floating) (ship 11/95)
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UPGRADES
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Visual HDL (2.5 or 3.2) for PC VP-BBO-A $ 2,250
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Visual HDL (2.5 or 3.2) for UNIX (node locked) VU-NLO-A $ 4,500
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Visual HDL (2.5 or 3.2) for UNIX (floating) VU-FLO-A $ 5,400
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Visual Verilog Design Entry and Debugging interface VU-NL1-A $ 3,240
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Visual Verilog Design Entry and Debugging interface VU-FL1-A $ 3,960
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Design Entry to full Visual (PC) VP-DEO-A $ 6,000
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Design Entry to full Visual (node locked) VU-DE1-A $ 8,640
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Design Entry to full Visual (floating) VU-DE2-A $10,560
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EVALUATION INVENTORY & PLATFORM CHANGE
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Evaluation Inventory Replacement Cost $ 250 Maximum
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Additional platform types (each) VU-BEO-A $ 7,200
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Reissue authorization codes to change host node ID VU-BEO-A $ 2,880
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EXTRA DOCUMENTATION
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Visual HDL Manual for PC VP-BBO-D $ 432
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Visual HDL Manual for UNIX VU-BBO-D $ 432
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Visual HDL Training Guide for UNIX VU-BCO-D $ 144
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TRAINING (SEE NOTES)
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4 day course at Summit headquarters (per student) VT-BBO-T $ 2,304
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On-site training 4 day course VT-BCO-T Call Summit
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LICENSE REQUIREMENTS
* * is licensed on * * * basis, through * * *.
Consult Summit or your Summit Sales Representative for additional
information.
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MAINTENANCE PLANS
Maintenance part numbers are provided for two plans.
Plan "M" * * *
Plan "H", * * *
Maintenance can only be ordered for * * *
JAPAN MAINTENANCE FOR THE FIRST YEAR IS:
1996 - * * of Recommended Product List Price
1997 - * * of Recommended Product List Price
1998 - * * of Recommended Product List Price
After 1998 - * * of Recommended Product List Price
WARRANTY
All Visual Products are covered by a 90 day limited warranty. Refer to
Summit's Terms and Conditions document for details.
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APPENDIX B
TERRITORY
SII is allowed to sell the authorized products to customers and install the
said products within the country of Japan and its territories.
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APPENDIX C
PRODUCT QUOTA AND DISCOUNT SCHEDULE
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QUARTERLY QUOTA ANNUAL QUOTA ANNUAL DISCOUNT
YEAR (TO SUMMIT) (TO SUMMIT) (TO SII)
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1996
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*Q1 * * *
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*Q2 * * *
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*Q3 * * *
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*Q4 * * *
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Total * * * * * *
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1997
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*Q1 * * *
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*Q2 * * *
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*Q3 * * *
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*Q4 * * *
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Total * * * * * *
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1998
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*Q1 * * *
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*Q2 * * *
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*Q3 * * *
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*Q4 * * *
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Total * * * * * *
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Extension Periods
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*Quarterly Quotas for Extension Periods shall be the previous years Quota plus * * *
*Discounts for each year of Extension Periods shall be * * *.
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APPENDIX D
SEIKO INSTRUMENT, INC.
END USER SOFTWARE AGREEMENT
Definitions:
"Distributor" is Seiko Instruments Inc. ("SII").
This is a legal Agreement between you, the end user, and Distributor. By
opening this sealed media package and/or by using the Software, you are agreeing
to be bound by the terms of this Agreement.
GRANT OF USE RIGHT. Distributor grants you the right to use one (1) copy of
the enclosed software program and accompanying documentation (together with any
upgrades supplied by Distributor, the "Software') on a single computer system at
a time, subject to the terms and conditions of this Agreement. All rights not
expressly granted therein are reserved by Distributor or its successors.
YOU MAY:
a. Install the Software on only one computer or workstation;
b. make no more than one (1) copy of the Software in machine readable
form, solely for back-up purposes, and provided that you reproduce all
proprietary notices on the copy; and
c. physically transfer the Software from one computer to another,
provided that the Software is used on only one computer at a time.
YOU MAY NOT:
a. Use the Software on more than one computer or workstation at a time;
b. modify, translate, reverse engineer, decompile, disassemble, create
derivative works based on, or copy (except to create the back-up copy) the
Software;
c. rent, lend, transfer, distribute, or grant any rights in the Software
in any form to any person without the written consent of Distributor; or
d. remove any proprietary notices, labels, or marks from the Software.
UPGRADE PRODUCTS. Any upgrades to the Software may only be used in
conjunction with the prior version of the Software.
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LIMITED WARRANTY AND DISCLAIMER. Distributor warrants that for a period of
ninety (90) days from the date of sale of the Software to you, the media on
which the Software is furnished will, under normal use, be free from defects in
materials and workmanship. Distributor's entire liability and your exclusive
remedy under this warranty (which is subject to you returning the Software to
Distributor) will be, at Distributor's options, to replace the media or to
refund the purchase price and terminate this Agreement. Except for these express
limited warranties, Distributor makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise, and Summit specially
disclaims any implied warranties of merchantability, noninfringement and fitness
for a particular purposes. Distributor does not warrant that the Software will
meet your requirements or that the operation of the Software will be
uninterrupted or error free. You assume the responsibility for the selection of
your requirements, software, and hardware to achieve your intended results for
installation; for use; and that the operations of the Software will be
uninterrupted or error free. Some States do not allow the exclusion of implied
warranties so that the above exclusions may not apply to you. This warranty
gives you specific legal rights. You may also have other rights which vary from
geographic area to geographic area.
PROPRIETARY RIGHTS. This use right is not a sale of program code. Title and
copyrights to the Software and accompanying documentation, including the
enclosed copies and any copy made by you, remain with Summit or its suppliers or
successors.
LIMITATION OF LIABILITY. Distributor's liabilities arising out of this
Agreement shall not exceed the amounts paid by you to obtain the Software. In no
event will Summit be liable for any loss of data, lost opportunity of profits,
cost of cover, or special, incidental consequential, or indirect damages arising
from the use of the Software in this Agreement, however caused and on any theory
of liability. These limitations will apply even if Summit or an authorized
dealer has been advised of the possibility of such damage, and notwithstanding
any failure of essential purpose of any limited remedy. You acknowledge that the
amount paid for the Software reflects this allocation of risk. Some States do
not allow the limitation or exclusion of liability for incidental or
consequential damages, so the above limitation or exclusion may not apply to
you.
EXPORT RESTRICTIONS. You agree that you will not export or re-export the
Software in any from without the appropriate United States and foreign
government licenses. Your failure to comply with this provision is a material
breach of this contract. If you need advice on such export laws and regulations,
you should contact the U.S. Department of Commerce, Export Division, Xxxxxxxxxx,
XX 00000, XXX, for clarification.
TERMINATION. This agreement is effective until terminated. You may
terminate this agreement at any time by removing from your system and destroying
all copies of the Software and the accompanying documentation. Unauthorized
copying of the software or the accompanying documentation or otherwise failing
to comply with the terms and conditions of this Agreement will result in
automatic termination of this Agreement and will make available to Summit other
legal remedies. Upon termination of this Agreement, the use right granted herein
will terminate and you must immediately destroy the Software and accompanying
documentation;, and all back-up copies thereof.
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U.S. GOVERNMENT RESTRICTED RIGHTS. Any provision of Summit Design, Inc.
Software to the U.S. Government is with "Restricted Rights" as follows: Use,
duplication, or disclosure of the Software and Accompanying documentation by the
Government is subject to restrictions as set forth in subparagraphs (c)(1)(ii)
of the Rights clause in Technical Data and Computer Software -- Restricted
Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacture is Summit
Design, Inc., 0000 X.X. Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000, XXX.
MISCELLANEOUS. This is the entire Agreement between the parties relating to
the subject matter hereof and no waiver or modification of the Agreement shall
be valid unless signed by each party. The waiver of a breach of any terms hereof
shall in no way be construed as a waiver of any other term or breach hereof. If
any provision of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement
shall remain in full force and effect. This agreement is governed by the laws of
the State of Oregon without reference to conflict of laws principles. All
disputes arising out of this Agreement shall be subject to the exclusive
jurisdiction of the state and federal courts located in Multnomah County,
Oregon, and the parties agree to submit to the personal and exclusive
jurisdiction and venue of these courts. Should you have any question about this
Agreement, or if you desire to contract Summit Design, Inc., please write Summit
Design, Inc., 0000 X.X. Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000 XXX (503-643-
9281).
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APPENDIX E
VALUE, PRICE AND PAYMENTS
SII agrees to pay a one time fee of * * * for the exclusive
rights, discounts and conditions provided during the Base Period of this
agreement. Such rights, discounts and conditions are intended to give SII a
superior position in the Japanese market with SUMMIT's products and support. SII
and SUMMIT agree that the annual value and commensurate costs associated with
the Base Period of this agreement are as follows:
Year 1 value is * * *
Year 2 value is * * *
Year 3 value is * * *
SII agrees to make payments to SUMMIT according to the following schedule:
Payment 1, due and payable on February 28, 1996 * * *
Payment 2, due and payable on January 31, 1997 * * *
Payment 3, due and payable on January 31, 1998 * * *
SII and SUMMIT agree that there will be no additional fee for Extension
Periods.
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LETTER AGREEMENT
BETWEEN
SUMMIT DESIGN INC. ("SUMMIT")
AND
SEIKO INSTRUMENTS, INC. ("SII")
Summit has notified Soliton of the termination of Soliton as a Distributor
of Summit products in the territory of Japan. Such termination requires either
ninety (90) days of notification or a mutually agreed date between Summit and
Soliton whichever is sooner. Summit and SII have signed an agreement appointing
SII as the Exclusive Distributor for the Japanese territory according to terms
and conditions of the Summit and SII Distributor Agreement. Summit agrees that
until the effective date of the Soliton termination, Summit and SII shall share
revenue from the sale of products to companies who also have written proposals
from Soliton *** to Summit and *** to SII regardless of the amount of discount
required by the customer.
/s/ Xxxxx Xxxxxxx 2/1/96 /s/ Xxxxxxxx Xxxxxxxxx 2/1/96
--------------------------------------- ------------------------------------
Xx. Xxxxxxx, Summit Design, Inc. Xx. Xxxxxxxxx, Seiko Instruments,
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Term Sheet Agreement
Agreement between Summit Design Inc. ("SUMMIT")
-----------------------------------------------
and
Seiko Instruments, Inc. ("SII")
Concerning Evaluation Inventory
-------------------------------
Effective Date: February 1, 1996
---------------------------------
SII Evaluation Inventory Purchase:
---------------------------------
Under the following terms and conditions, Seiko agrees to purchase 40 units
of products listed below to be used exclusively for on-site customer evaluation.
Authorization codes for these units will be 1, 2 and 3 months timed licenses.
1. Type of Product Price
--------------- ----
a. Visual HDL 3.1, PC **
b. Visual HDL 3.1, WS **
c. Visual Verilog 3.0, WS **
2. Payment for these units shall be made no later than March 31, 1996.
3. Evaluation Inventory Upgrades:
a. SII agrees that the completion of customer evaluation each unit
used for this evaluation will be destroyed and SII will purchase
an upgrade to replace the destroyed until.
b. Summit agrees to sell upgrade units to SII for the actual
manufacturing and shipping cost which will not exceed ** for
each upgrade unit.
c. Summit agrees to sell and SII agrees to purchase a major upgrade
for evaluation until for ** per copy when Summit releases a
major upgrade.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxxx Xxxxxxxxx
------------------------------ ---------------------------------------
Xx. Xxxxxxx Xx. Xxxxxxxxx,
President, CEO General Manager, EDA Sales Dept.1
Summit Design, Inc. SII EDA Systems Division
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