Exhibit 10.13
[CANON SALES CO., INC. LETTERHEAD]
MEMORANDUM OF UNDERSTANDING
This memorandum of understanding is to clarify the mutual understanding
between HPL, Inc. (hereinafter called "HPL") and Canon Sales Co., Inc.
(hereinafter called "Canon Sales") with regards to their business
relationship under the Business Agreement executed by the parties on the 15th
of March, 2000 (hereinafter called the "Agreement"), and the Master Software
License Agreement referenced therein.
Both parties agree that:
1. Canon Sales is HPL's distributor for HPL Products in Japan. Canon Sales
purchases HPL Products from HPL, imports the HPL Products into Japan,
and sells the HPL Products in Japan as "media" or "systems" to its
customers (hereinafter called "Customers").
2. No license is granted to Canon Sales under the Agreement except as
necessary to fulfill its obligations thereunder, including limited
utilization of the HPL Products for demonstration, evaluation and
performance of support activity purposes.
3. Canon Sales does not have the right to license or sublicense the HPL
Products, and all references to or incidents of the terms "licenses" or
"licensing" in the Agreement are clerical errors to be stricken and
disregarded.
4. The Master Software License Agreement is to be replaced by an End-User
Software Agreement that more accurately reflects the terms under which
Customers may purchase HPL Products.
5. All sales to Customers by Canon Sales are subject to the End-User
Software Agreement. Payment terms for such sales could be determined
between Canon Sales and Customers. Customers make no payments to HPL for
HPL Products.
6. With respect to Section 3.10 of the Agreement, only Demonstration
Products that are superseded by updated Products shall be exchanged by
Supplier for the upgraded Product at no additional charge upon return of
the outdated Product to Supplier. New Demonstration Products shall be
purchased subject to Section 4.3 of the Agreement.
HPL Inc. Canon Sales Co., Inc.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxx Xxxxxxxx
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Xxxxx X. Xxxxxxxx Xxx Xxxxxxxx
President & CEO Division General Manager
Semiconductor Equipment Sales HQ
Feb 20, 2000 Jan. 17, 2001
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Date Date
