ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is effective as of February 21, 1995 by and
between Choten, Inc., a Minnesota corporation having its principal place of
business at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx ("Choten"),
Kubota Corporation, a Japanese corporation having its principal place of
business at 0-00, Xxxxxxxxxxxxxxx 0-xxxxx, Xxxxxx-xx, Xxxxx, Xxxxx 568-91
("Kubota") and Software Publishing Corporation, a Delaware corporation having
its principle place of business at 0000 Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx
00000 ("SPC").
RECITALS
A. Choten and SPC executed and delivered that certain Localization and
Distribution Agreement effective as of February 16, 1995 (the "Localization
Agreement") under which SPC granted a license to Choten, and Choten committed to
localize, manufacture, distribute and support certain of SPC's Windows
compatible software products in Japan.
B. The parties now wish for Choten to assign its performance
under the Localization Agreement to Kubota under the terms of this
Assignment Agreement.
C. Following the assignment to Kubota, the parties wish that
Choten and Kubota will remain jointly and severally liable for
Choten's performance under the Localization Agreement.
NOW, THEREFORE, in consideration of the foregoing, and of the
covenants, conditions and provisions hereinafter set forth, the parties hereto
agree as follows:
1. ASSIGNMENT; JOINT AND SEVERAL RESPONSIBILITY. Choten hereby assigns
and delegates to Kubota all of Choten's rights and performance obligations under
the Localization Agreement. As a material condition to SPC's agreement to this
assignment to Kubota, Choten and Kubota understand and agree that
notwithstanding this assignment, Choten and Kubota will both be jointly and
severally liable for Choten's performance under the Localization Agreement.
2. ARBITRATION. Any dispute between the parties arising out of this
Assignment Agreement or the Localization Agreement will be settled by
arbitration to be held in Santa Xxxxx County, California in accordance with the
rules of the American Arbitration Association. The arbitration will be conducted
by a single arbitrator mutually selected by the parties. The parties agree that
the decision of the arbitrator will be final and binding and may be enforced in
any court of competent jurisdiction. The substantially prevailing party in the
arbitration or any subsequent litigation will be entitled to recover from the
other party all the costs, attorneys' fees and other expenses incurred by such
party in the arbitration or litigation. Each party may conduct discovery in
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accordance with Section 2016 et seq. of the California Code of Civil Procedure.
3. GOVERNING LAW. This Assignment Agreement and the Localization
Agreement will be governed by and construed under the laws of the State of
California. The federal and state courts of Santa Xxxxx County, California will
have exclusive jurisdiction and venue to adjudicate the enforcement of any
arbitration award or other any dispute arising out of this Assignment Agreement
or the Localization Agreement. Choten and Kubota each hereby expressly consent
to (a) the personal jurisdiction of the courts of California, and (b) service of
process being effected upon it by registered mail sent to the address set forth
above.
4. NO EFFECT ON TERMS OF LOCALIZATION AGREEMENT. The terms
of this Assignment Agreement will not change, diminish or effect
the validity or effectiveness of the Localization Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first set forth above.
SOFTWARE PUBLISHING CORPORATION CHOTEN, INC.
By:_____________________ By:_____________________
Name:___________________ Name:___________________
Title:__________________ Title:__________________
KUBOTA CORPORATION
By:_____________________
Name:___________________
Title:__________________
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