Exhibit 10.1
ZOOM TELEPHONICS, INC.
INTERNATIONAL DISTRIBUTOR AGREEMENT
This AGREEMENT is made as of the 10th day of October 2001 by and between Zoom
Telephonics, Inc., a corporation organized under the laws of the state of
Delaware, which has a usual place of business at 000 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter "ZOOM") and Olusum, a partnership organized
under the laws of Turkey, which has a usual place of business at: Ergenekon Cad.
Bilgic Sok; No: 1-3, Kat: 4; 80260 Ferikoy; Instanbul; Turkey (hereinafter
"DISTRIBUTOR").
1. Facts
ZOOM designed and created the PRODUCTS, as hereinafter defined, and is the
owner of or has rights to all trade secret, trademark, patent, and other
intellectual property rights associated with the PRODUCTS. DISTRIBUTOR desires
to obtain certain rights to distribute the PRODUCTS for resale in the TERRITORY,
as that term is hereinafter defined.
2. Definitions
(a) "PRODUCT" as used in this Agreement, means the modems, faxmodems, and
other items that are described in Exhibit A, which is attached hereto and
incorporated herein.
(b) "TERRITORY" as used in this Agreement, means the geographic areas
described in Exhibit B, which is attached hereto and incorporated herein by
reference.
3. Appointment
(a) Subject to the terms of the Agreement, ZOOM hereby appoints DISTRIBUTOR
as a non-exclusive distributor of the PRODUCTS in the TERRITORY. Said
appointment applies only to DISTRIBUTOR'S establishment at the above address and
other sales offices in the TERRITORY. Accordingly, DISTRIBUTOR shall refrain
from actively soliciting customers, establishing any branch, or maintaining any
distribution center with respect to the PRODUCTS outside the TERRITORY. ZOOM
reserves the right to appoint additional DISTRIBUTORS in the TERRITORY as its
best judgment may dictate. DISTRIBUTOR accepts this appointment only on the
basis of its own opinion of potential sales in the TERRITORY as its best
judgment may dictate. DISTRIBUTOR accepts this appointment only on the basis of
its own opinion of potential sales in the TERRITORY and not on the basis of any
representations made by ZOOM or its representatives.
(b) Subject to the terms of this Agreement, ZOOM hereby grants DISTRIBUTOR
a non-exclusive, non transferable, license to use the trademarks identified in
Exhibit C, which is attached hereto and incorporated herein, in connection with
DISTRIBUTORS marketing, sales, and distribution of PRODUCTS.
4. Prices and Terms of Payment
(a) DISTRIBUTOR will pay ZOOM'S distributor price for each unit of the
PRODUCTS shipped to DISTRIBUTOR, set forth in the Distributor Price List,
subject to revision from time to time. The current Distributor Price List is set
forth in Exhibit D, attached hereto and incorporated herein. ZOOM shall
determine the distributor price, and may change that price from time to time in
its sole discretion, provided however, that ZOOM shall give at least thirty (30)
days notice of any price increase. The amount to be paid by DISTRIBUTOR shall be
based on the distributor price in effect on the date of the order (i) received
or (ii) shipped, whichever is lower.
(b) All prices quoted to DISTRIBUTOR for PRODUCTS under this Agreement and
all amounts payable to ZOOM shall be in U.S. Dollars. If, by law, regulations or
fiscal policy of particular countries, conversion into or transfer to United
States Dollars is restricted or forbidden, notice thereof in writing will be
given to ZOOM and payment of all amounts due hereunder shall be made through
such lawful means or methods as ZOOM designates.
(c) All payments, including charges for the purchase price, taxes,
shipping, and other costs that are payable by DISTRIBUTOR shall be (i) prepaid
or (ii) paid by site letter of credit at a bank in the United States acceptable
to ZOOM, OR (iii) at the sole discretion of ZOOM and upon written consent of
exceeding, the maximum amount of an irrevocable standby letter of credit
acceptable to ZOOM or (iv) upon such other payment terms as may be agreed to in
writing by ZOOM and set forth on Exhibit D, which is attached hereto and
incorporated herein.
5. Purchase Orders, Shipping and Returns
(a) DISTRIBUTOR may submit purchase orders by mail, telecopy, telex,
telephone, or any other form of communication, provided that all oral purchase
orders will be confirmed in writing. ZOOM may, but is not required to, ship the
ordered PRODUCTS prior to its receipt of written confirmation of the purchase
order. Orders will be deemed accepted by ZOOM when acknowledged in writing by
ZOOM'S standard forms then prevailing or when the ordered PRODUCTS are shipped
by ZOOM.
(b) At the time of acceptance of each order from DISTRIBUTOR, ZOOM shall
quote its estimated lead time for shipment, and will use reasonable efforts to
meet quoted lead times, but ZOOM shall not be liable to DISTRIBUTOR or any
person claiming under DISTRIBUTOR for either delays or failure to ship any
PRODUCT for any cause whatsoever.
(c) ZOOM will package, whenever possible, its PRODUCTS in containers
designed to allow ease of handling and storage by DISTRIBUTOR. ZOOM shall have
the right, in its sole discretion, to change package design without prior notice
to DISTRIBUTOR. Where standard bulk or quantity packaging will contribute
towards expedient service, ZOOM may, at its discretion, use such packaging.
(d) To the extent possible, all orders will be shipped in the manner
requested by DISTRIBUTOR at the time of order. In the event that DISTRIBUTOR
does not specify a means of shipment, or shipment by such means is not possible,
ZOOM will ship the order by a freight forwarder it selects. All shipments will
be made F.O.B ZOOM'S U.S. warehouse.
(e) PRODUCTS shall be returned to ZOOM only after receipt by DISTRIBUTOR of
written Return Authorization Form from ZOOM obtained in advance of the return,
which authorization, if given, shall specify the terms and conditions under
which any such return shall be made. Such consent may provide for a handling
charge to cover the cost of putting the returned PRODUCTS in salable condition.
DISTRIBUTOR will be responsible for furnishing ZOOM with information necessary
for issuance of authorizations for warranty returns. In all cases, final
decision as to replacement or credit is dependent upon the results of inspection
and testing of returned PRODUCTS by ZOOMS Quality Control Department.
Unauthorized returns will be reshipped to DISTRIBUTOR freight collect. All
returns should be shipped to ZOOM freight prepaid. All authorized returns
serviced by ZOOM under warranty terms will be returned to DISTRIBUTOR freight
prepaid.
6. Marketing and Promotional Materials
(a) During the term of this Agreement, DISTRIBUTOR shall exercise its best
efforts in order to promote the sale of and sell the PRODUCTS in the TERRITORY;
shall maintain an adequate business organization for such purposes; shall visit
all customers and keep them fully informed of new products and product
developments; shall list all of ZOOM'S PRODUCTS in DISTRIBUTOR'S catalogs;
shall, in an expeditious manner, answer and follow up on all customer inquires
with respect to the PRODUCTS; and shall establish and maintain an adequate
distribution warehouse for the PRODUCTS.
(b) ZOOM will provide reasonable quantities of existing brochures and other
promotional materials, in the English language, as requested by DISTRIBUTOR.
Such materials shall be provided free of charge, except that DISTRIBUTOR shall
pay all shipping costs attributable to such materials. ZOOM hereby grants
DISTRIBUTOR the right to make and use copies of ZOOM'S promotional materials in
identical form. DISTRIBUTOR, at it's sole expense, may translate any existing
brochures and promotional material into languages other than English.
DISTRIBUTOR shall furnish ZOOM with copies of such material for its review and
prior approval before any distribution or use is made of such material.
DISTRIBUTOR may also develop its own brochures, advertising and promotional
material for use in the TERRITORY, subject, in each instance, to the prior
written approval of ZOOM. ZOOM will provide DISTRIBUTOR, upon request, with
existing photographs and graphic materials for such purposed. ZOOM may, from
time to time, participate in cooperative advertising programs and may offer
advertising credits or other promotional programs or incentives, but only with
ZOOM'S prior written authorization in each instance, and except in such
instances, ZOOM shall have no obligation or liability to DISTRIBUTOR or any
third party.
(c) DISTRIBUTOR shall deliver to ZOOM, on or before the 10th day of each
month, a Monthly Business Report, as hereinafter described, for the preceding
calendar month. A Monthly Business Report shall contain such information as may
from time to time be specified by ZOOM, including without limitation, the
following: (I) inventory of each PRODUCT at the end of each month; (ii)
forecasted sales of each PRODUCT, on a monthly basis, for the following six
months; (iii) feedback from customers with installed PRODUCTS; (iv) a
description (with copies, if available) of any scientific or commercial papers
or articles published that discuss the PRODUCTS; and (v) a description of
competitors activities within the TERRITORY known to DISTRIBUTOR. ZOOM may
communicate with any customer or potential customer regarding any matter,
including, but not limited to, any amendment to or termination of this
Agreement.
(d) ZOOM will provide DISTRIBUTOR with such sales and technical assistance
as ZOOM customarily provides its foreign distributors of the PRODUCTS.
7. Inventory Maintenance and Minimum Sales
(a) DISTRIBUTOR acknowledges that it can only provide prompt service to its
customers by maintaining a minimum representative inventory of PRODUCTS. ZOOM
and DISTRIBUTOR will annually review DISTRIBUTOR'S inventory and agree upon
minimum quantity of each PRODUCT that DISTRIBUTOR should carry and inventory. As
ZOOM develops new PRODUCTS, DISTRIBUTOR shall maintain in inventory adequate
quantities of each such PRODUCT to meet its obligations hereunder.
(b) During the initial one year term of this Agreement, DISTRIBUTOR agrees
that its minimum sales of PRODUCTS, net any of its discounts, returns, shipping,
insurance and other costs, shall be not less than the amount set forth on
Exhibit E. If the term of this Agreement should be extended pursuant to Section
19(a) below, ZOOM and DISTRIBUTOR shall agree on applicable minimum quantities
during the prior term.
8. Warranties
(a) The literature accompanying the packaged PRODUCTS contains all
warranties, representations, and disclosures concerning the PRODUCTS and its
use. DISTRIBUTOR has no authority, express or implied, to make any warranties,
representations, or disclosures, beyond those provided by ZOOM with the
PRODUCTS.
(b) EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT AND EXCEPT FOR THE
WARRANTY OF TITLE, ZOOM MAKES NO WARRANTIES TO DISTRIBUTOR, EXPRESS OR IMPLIED,
INCLUDING NO WARRANTIES AGAINST INFRINGEMENT OR WARRANTIES OF MERCHANTABILITY OR
OF FITNESS FOR A PARTICULAR PURPOSE.
(c) Any PRODUCTS returned to DISTRIBUTOR during the warranty period shall
be tested by DISTRIBUTOR to determine whether the PRODUCT is defective. If the
PRODUCT is not defective, DISTRIBUTOR , at its cost, shall return the product to
the customer. If the PRODUCT is defective, DISTRIBUTOR shall, upon receipt from
ZOOM of a Return Authorization Form, return the defective PRODUCT to ZOOM,
freight prepaid and ZOOM shall repair or replace the PRODUCT and return, freight
prepaid to DISTRIBUTOR or at ZOOM'S option, issue a credit to DISTRIBUTOR.
9. Intellectual Property Rights
(a) Nothing contained in this agreement may be interpreted or construed to
transfer any of ZOOM'S right, title or interest in the trade secrets,
trademarks, patents, or other intellectual property rights associated with the
PRODUCTS to DISTRIBUTOR, except insofar as the grant of the licenses contained
in this Agreement conveys the limited right to use certain trademarks or other
intellectual property rights.
(b) Without limiting the foregoing, DISTRIBUTOR acknowledges that the
PRODUCTS are protected by various patents and agrees not to use or exploit these
patents, or any know-how or technical information associated with them, except
as needed to fulfill its obligation or to exercise its rights under this
Agreement.
(c) DISTRIBUTOR shall not claim any rights in, nor seek to register any of
ZOOM'S trade names, trademarks, or service marks in any jurisdiction, provided
that, at ZOOM'S request, DISTRIBUTOR shall cooperate with ZOOM in its efforts to
register or otherwise protect its marks, including any registration of
DISTRIBUTOR as an authorized user of such marks. Any registration of ZOOM'S
trademarks shall be owned by ZOOM.
10. Infringement
(a) In the event that any claim, suit, or other legal proceeding is
threatened or commenced against DISTRIBUTOR that is founded, in whole or in
part, on an allegation that the PRODUCTS infringe trade secret, trademark,
patent or other intellectual property rights belonging to a third party,
DISTRIBUTOR will give ZOOM prompt written notice of such legal proceedings and
ZOOM may elect to control the defense to or settlement of such dispute. In the
event that DISTRIBUTOR cannot reasonably anticipate that ZOOM will receive
notice of such legal proceeding at least twenty (20) days prior to the date on
which any action needs to be taken to preserve and protect ZOOM'S rights,
DISTRIBUTOR shall take such action on behalf of ZOOM. DISTRIBUTOR shall
cooperate with ZOOM in any defense or settlement made by ZOOM. DISTRIBUTOR shall
not enter into any settlement, agreement or other voluntary resolution of any
such claim, suit or other legal proceeding without obtaining ZOOM'S prior
written consent thereto. If DISTRIBUTOR has complied with the procedures set
forth in this Section 10. ZOOM will indemnify and hold DISTRIBUTOR harmless from
and against any loss, cost, damage, or other expenses incurred by DISTRIBUTOR as
a result of such legal proceeding. This indemnification provision shall be null
and void with respect to any PRODUCTS that have been modified or tampered with
in any way by DISTRIBUTOR or its employees or independent contractors without
the express written consent of ZOOM, provided that such modification or
tampering created the condition or occurrence underlying the legal proceeding on
which DISTRIBUTORS claim for indemnity is based. This indemnity shall be
DISTRIBUTOR'S exclusive remedy, and ZOOM'S exclusive obligation and liability,
in connection with the intellectual property claims or third parties.
(b) If ZOOM knows or has reason to believe that the sale, use, or
distribution of a PRODUCT does or may infringe the intellectual property rights
of a third party, ZOOM may require DISTRIBUTOR to cease all further marketing,
distribution, and sales of the PRODUCT. ZOOM agrees to reimburse, at
DISTRIBUTOR'S cost all new and unused units in DISTRIBUTOR'S inventory of any
PRODUCT which ZOOM has prohibited to be sold hereunder.
11. Confidential Information
(a) All information conveyed by either party to the other concerning
technical, manufacturing, financial or marketing matters shall be deemed to be
confidential, unless the party conveying such information clearly identifies it
as non-confidential information.
(b) DISTRIBUTOR acknowledges that in connection with its responsibilities
hereunder, ZOOM will disclose certain technical information which is highly
confidential and trade secrets, and ZOOM agrees to treat this information as
strictly confidential, in accordance with paragraph (c) below.
(c) Neither party will disclose to any third party confidential information
conveyed to it by the other party unless such information (i) is shown by
documentary evidence to have been known by the disclosing party prior to its
disclosure by the other party; or (ii) is or becomes publicly known through
publication or otherwise and through no wrongful act of the disclosing party; or
(iii) is received from a third party who rightfully discloses it without
restriction on its subsequent disclosure and without breach of this Agreement;
or (iv) is shown by documentary evidence to have been independently developed by
the disclosing party; or (v) is disclosed pursuant to the lawful requirement of
a governmental agency or by order of a court of competent jurisdiction or
disclosure is permitted by operation of law, provided that such disclosure is
subject to all applicable governmental or judicial protection available for like
material and that the disclosing party notifies the other as soon as practicable
after it learns that such disclosure is required or has been demanded. Each
party will take whatever action is necessary or appropriate to ensure that its
employees, officers, and directories comply with the provisions of this Section
11 both during and after the time they serve in such capacities.
12. Assignment
DISTRIBUTOR may not assign any of its rights or delegate any of its
obligations under this Agreement to any third party without the express written
consent of ZOOM.
13. Taxes
(a) DISTRIBUTOR will pay, or reimburse ZOOM for any taxes, duties and
tariffs, however designated, arising from or based upon ZOOM'S sale of the
PRODUCT to DISTRIBUTOR, this Agreement, the licenses granted pursuant to the
Agreement, or DISTRIBUTOR'S use of sale of the PRODUCTS, but not including any
income or corporate excise tax assessed against, or levied on , ZOOM.
(b) If applicable, DISTRIBUTOR shall furnish ZOOM with whatever
certificates or other instruments may be necessary or appropriate to evidence
that ZOOM'S sales of the PRODUCTS to DISTRIBUTOR are not subject to tax under
applicable law.
14. Notices
Notices required or permitted to be given under this Agreement shall be in
writing, shall refer specifically to this Agreement, and shall be delivered in
person or sent by international courier or express mail, by telex or telecopy,
or by other means that provides proof of delivery to the address of the parties
set forth at the beginning of this Agreement, or to such other address of which
a party gives notice to the other as provided in this paragraph. All notices
shall be deemed effective on the earlier of the date of actual receipt or five
days after transmission as provided above.
15. Independent Contractor Status
ZOOM and DISTRIBUTOR are independent contractors, and this Agreement shall
not be deemed to constitute either party the partner, joint venture, franchisee,
servant, employee, or agent of the other.
16. Waiver
The waiver by either party of a default or breach of any position of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent default or breach.
17. Limitation of Liability
In no event will either party be liable to the other for special
,incidental, or consequential damages arising out of the transactions covered by
this Agreement or out of the use or sale of the PRODUCT.
18. Non-Competition
DISTRIBUTOR has previously disclosed in Exhibit F attached hereto, any
products which it currently manufactures, markets or distributes that are used
for a purpose that is the same or substantially similar to the purpose for which
any product is used. So long as this Agreement is in effect, DISTRIBUTOR shall
give not less than sixty (60) days written notice to ZOOM if it intends in the
future to manufacture, market, or distribute in the Territory any product,
whether now existing or hereafter developed, that is used for a purpose that is
the same as or substantially similar to the purpose for which any PRODUCT is
used. If ZOOM does not, in its sole discretion, elect to give its written
consent to such manufacture, marketing, or distribution, ZOOM may elect to
terminate this Agreement pursuant to Section 19 9d) below without further
liability of any nature or kind.
19. Terms and Termination
(a) This agreement is in effect for one (1) year from the date first
written above. Upon the mutual written consent of both parties, the Agreement
may be renewed for successive periods of one (1) year. Absent any such written
consent, this Agreement may only be terminated as provided below. ZOOM shall
have no obligation to accept any order from DISTRIBUTOR after termination or
notice of termination of this Agreement for any reason. Acceptance of any order
from DISTRIBUTOR or any sale made to DISTRIBUTOR by ZOOM after the expiration of
any term or after notice of termination or termination of this Agreement for any
reason as set forth below shall not be construed as a renewal or extension
hereof, nor as a waiver of any notice of termination, but in the absence of a
new agreement covering such offers or sales signed on behalf of ZOOM, each such
order and sale shall be deemed an individual purchase order governed by ZOOM'S
general terms and conditions of sale.
(b) Either party may terminate this agreement for material defaults or the
other party, effective thirty (30) days following written notice to the
defaulting party, unless, within said thirty (30) days, the party receiving
notice remedies the default.
(c) ZOOM may terminate this Agreement, effective immediately upon given
notice to DISTRIBUTOR, in the event that (I) proceedings are instituted by
DISTRIBUTOR in bankruptcy, reorganization, receivership, or dissolution and such
proceedings have not been dismissed or otherwise terminated within sixty (60)
days following the date they were initiated; or (iii) DISTRIBUTOR makes an
assignment for the benefit of creditors.
(d) ZOOM may terminate this Agreement, effective thirty (30) days following
written notice to DISTRIBUTOR, IF (i) DISTRIBUTOR fails to submit purchase
orders for, and pay ZOOM in full for PRODUCTS for the minimum amounts set forth
in Section 7 above or (ii) ZOOM does not consent to DISTRIBUTOR'S activities
pursuant to Section 18 above.
(e) Upon termination of this Agreement by either party, DISTRIBUTOR will
discontinue marketing the PRODUCTS and ZOOM will have the option, which may be
exercised by notice to DISTRIBUTOR within fourteen (14) days following the
effective date of termination, to repurchase any or all of DISTRIBUTOR'S
remaining inventory of the PRODUCTS at the invoice price. If ZOOM does not elect
to repurchase DISTRIBUTOR'S remaining inventory as provided above, DISTRIBUTOR
may sell any PRODUCTS remaining in its inventory.
(f) If this Agreement is terminated, then the party terminating the
Agreement shall not be liable to the other for any damages, indemnification's,
expenditures, loss of profits or prospective profits of any kind sustained or
alleged to have been sustained or arising out of such Agreement, both parties
hereby irrevocably waiver any such rights granted by the laws of their
respective countries or of any other jurisdiction. Both parties hereby covenant
and agree that they will bring no action or proceeding of any nature whatsoever
in any court, before any tribunal, or under any arbitration proceeding providing
for herein, seeking or claiming any such damages, indemnification, expenditures,
loss of profits or prospective profits. Each party recognizes and acknowledges
that the other party is entering into this Agreement in reliance upon and in
consideration of the agreements and covenants contained herein.
(g) Sections 4,8,9,10,11,12,13,15,17,19,21,22,23 and 24 shall all survive
termination of this Agreement.
20. Force Majeure
Neither party shall be deemed to be in default pursuant to this Agreement,
other than the obligation to make money payments, so long as its failure to
perform any of its obligations hereunder is occasioned solely by fire, labor
disturbance, laws, regulations, orders, requests, recommendations or
instructions of any governmental authorities, acts of God, or any similar cause
beyond such party's control.
21. Compliance With Laws: USA Export Controls
(a) ZOOM, at its expense and its name, shall obtain and shall own all
permits for homologation or other regulatory approvals for the technical
performance of the PRODUCTS or for the importation into and use within the
TERRITORY, or other approvals required in the TERRITORY. DISTRIBUTOR shall
render such assistance to ZOOM as ZOOM may reasonably request from time to time.
(b) DISTRIBUTOR shall comply with all applicable laws, including but not
limited to export control laws, anti boycott laws and the Foreign Corrupt
Practices Act, which prohibits certain payments to third parties, in connection
with its marketing, distribution, and sale of the PRODUCTS, including obtaining
(at it's own expense) any and all governmental approvals and authorizations,
other than as provided in subparagraph (a) above, that may be required. Further,
DISTRIBUTOR shall, at is own expense, take any measure required within the
TERRITORY to declare, record, file, notify, authenticate, or otherwise render
valid this Agreement.
(c) Without limiting the foregoing, DISTRIBUTOR agrees not to export,
re-export, or permit the re-exportation of the PRODUCTS to any country now or
hereafter included in the US Department of Commerce's list of countries to which
exportation of the PRODUCTS is or may be restricted or prohibited, unless that
exportation or re-exportation is specifically authorized by a special license
issued by the U.S. Office of Export Administration. This provision shall not be
interpreted to expand the definition of "Territory" set forth in Section 2(b) of
this Agreement in any way.
22. Execution and Controlling Law
This Agreement shall be executed and accepted on behalf of ZOOM in the
Commonwealth of Massachusetts by a duly authorized officer, only following
signature by a duly authorized representative of DISTRIBUTOR. Except as
otherwise set forth in Section 23: (a) the Commonwealth of Massachusetts, USA,
shall be the place of performance of the Agreement and the venue for any legal
disputes;(b) this Agreement shall be subject to the laws of the Commonwealth of
Massachusetts, excluding it's choice of law rules; and (c) ZOOM and DISTRIBUTOR
consent to be bound by the provisions of such laws regardless of the forum in
which such laws are applied. The Vienna Convention on the International Sale of
Goods is expressly excluded from application.
23. Arbitration of Disputes
Any controversy or claim arising out of or relating to this Agreement or
its breach, which the parties fail to resolve by agreement within fifteen (15)
days of notice of such controversy or claim, shall be finally settled by binding
arbitration under the rules and auspices of the London Court of International
Arbitration, in London, England, by a single arbitrator with experience in
commercial arbitration selected by the President of the LCIA, who shall apply
the laws of the Commonwealth of Massachusetts or, if the application of such
laws shall be prohibited by the country which DISTRIBUTOR is domiciled, then any
disputes arising hereunder shall be submitted to the courts of the Commonwealth
of Massachusetts, to whose jurisdiction the parties hereby consent, for
settlement under the laws of the Commonwealth of Massachusetts. The language of
the arbitration shall be English. The parties hereby submit to such arbitration
and to the enforcement of any award resulting therefrom by any court of
competent jurisdiction.
24. Language
The official language of this Agreement is English. In the event of any
difference in the meaning between English and translated text, the English text
shall govern. It shall be the obligation of DISTRIBUTOR to comply with any laws
in the TERRITORY requiring PRODUCT literature to be presented in a language
other than English. If any translations of the Agreement are required for import
of PRODUCTS into the TERRITORY, the DISTRIBUTOR will furnish a qualified
interpreter to make such translations at DISTRIBUTOR'S expense.
25. Amendments
This Agreement may not be changed or amended unless in writing signed by
both parties.
26. Entire Agreement
This Agreement contains the entire agreement of the parties, and supersedes
all prior agreements, understandings, representations, conditions, warranties,
and covenants, whether oral or written, between ZOOM and DISTRIBUTOR.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first above- written,
DISTRIBUTOR ZOOM
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxxx, General Manager Xxxxx Xxxxxxx, Vice President of Sales