DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT ("Agreement"), is entered into this 15th day
of October, 1998, by and between INGRAM MICRO INC. ("Ingram"), a Delaware
corporation, having its principal place of business at 1600 E. St. Andrew Place,
Santa Ana, California 92705, and RED HAT SOFTWARE ("Vendor"), a DELAWARE
corporation, having, its principal place of business at 4201 RESEARCH COMMONS,
SUITE 100, RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709. The parties desire to
and hereby do, enter into a distributor/supplier relationship, the governing
terms and mutual promises of which are set out in this Agreement.
1. DISTRIBUTION RIGHTS
1.1 TERRITORY. Vendor grants to Ingram, including its affiliates for
resale, and Ingram accepts, a [CONFIDENTIAL TREATMENT REQUESTED]**. All computer
Products produced and/or offered by Vendor ("Product") during the term of this
Agreement shall be distributed worldwide. Ingram shall have the right to
purchase, sell and ship to any reseller within the territory or to Ingram's
affiliate, or at Vendor's option Ingram's affiliate may purchase direct from
Vendor.
1.2 PRODUCT Vendor agrees to make available and to sell to Ingram such
Product as Ingram shall order from Vendor at the prices and subject to the terms
set forth in this Agreement. Ingram shall not be required to purchase any
minimum amount or quantity of the Product.
2. TERM AND TERMINATION
2.1 TERM The initial term of this Agreement is one (1) year. Thereafter the
Agreement will automatically renew for successive one (1) year terms, unless it
is earlier terminated.
2.2 TERMINATION
(a) Either party may terminate this Agreement, with or without cause by
giving thirty (30) days written notice to the other party.
(b) Either party may immediately terminate this Agreement with written
notice if the other party.
(i) materially breaches any term of this Agreement and such
breach continues for thirty (30) business days after
written notification thereof; or
(ii) ceases to conduct business in the normal course, becomes
insolvent, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a
receiver for its business or assets, or avails itself of
or becomes subject to any proceeding, under any Bankruptcy
Act or any other federal or state statute relating to
insolvency or the protection of rights of creditors, or
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(iii) attempts to assign or otherwise transfer its rights
hereunder IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
3. INGRAM OBLIGATIONS
PRODUCT AVAILABILITY Ingram will list Product in its catalog(s) as
appropriate and endeavor to mark such Product available to customers.
3.2 ADVERTISING Ingram will advertise and/or promote Product in a
commercially reasonable manner and will transmit as reasonably necessary Product
information and promotional materials to its customers.
3.3 SUPPORT Ingram will make its facilities reasonably available for Vendor
and will assist in Product training and support. Ingram will provide reasonable,
general Product technical assistance to its customers, and will direct all other
technical issues directly to Vendor.
3.4 ADMINISTRATION
(a) Upon request, Ingram will furnish Vendor with a valid tax exemption
certificate.
(b) Ingram will provide Vendor standard sales-out and inventory reports
via its electronic Bulletin Board System. NON-STANDARD "SALES OUT" INFORMATION
SHALL BE PROVIDED BY INGRAM SUBJECT TO A SEPARATE POINT OF SALE REPORT LICENSE
AGREEMENT, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT G.
(c) [CONFIDENTIAL TREATMENT REQUESTED]**.
4. VENDOR OBLIGATIONS
4.1 SHIPPING/EXPORT
(a) Vendor shall ship Product pursuant to Ingram purchase order(s)
("P.O."). Product shall be shipped F.O.B. Ingram's designated warehouse with
risk of loss or damage to pass to Ingram upon delivery to the warehouse
specified in Ingram's P.O.
(b) Ingram requires concurrent with the execution of this Agreement
Export Administration Regulations product classification and supporting
documentation: Certificate of Origin (General Use and/or NAFTA), Export
Commodity Control Number's; (ECCN's), General License and/or Individual
Validated License information and Schedule "B"/Harmonized Numbers. This applies
when distribution rights granted under Section 1.1 are outside the United States
for the initial Product/s and when additions or changes to these Products
occurs.
4.2 INVOICING For each Product shipment to Ingram, Vendor shall issue to
Ingram an invoice showing Ingram's order number, the Product part number,
description, price and any discount. [CONFIDENTIAL TREATMENT REQUESTED]**,
Vendor shall provide Ingram with a current statement of account,
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
listing all invoices outstanding and any payments made and credits given since
the date of the previous statement.
4.3 PRODUCT AVAILABILITY Vendor agrees to USE COMMERCIALLY REASONABLE
EFFORTS TO maintain sufficient Product inventory to fill Ingram's orders. If a
shortage of any Product exists, Vendor agrees to allocate its available
inventory of such Product to Ingram in proportion to Ingram's percentage
of all of Vendor's customer orders for such product during the previous
[CONFIDENTIAL TREATMENT REQUESTED]**.
4.4 PRODUCT MARKING Vendor will clearly mark each unit of Product with the
Product name and computer compatibility. Such packaging will also bear a
machine-readable bar code identifier scannable in standard Uniform Product Code
(UPC) format. The bar code must identify the Product as specified by the Uniform
Code Council (UCC). The bar code shall fully comply with all conditions
regarding standard product labeling set forth in Exhibit B in the then-current
Ingram GUIDE TO BAR CODE: THE PRODUCT LABEL. [CONFIDENTIAL TREATMENT
REQUESTED]**
4.5 TECHNOTES Vendor will within thirty (30) days of execution of this
Agreement sign the CIS/ Manufacture Product Information Library - TechNotes and
Content Distribution Agreements as shown in Exhibit C and provide the required
product information in the designated template format.
4.6 SUPPORT [CONFIDENTIAL TREATMENT REQUESTED]**. Vendor shall also provide
to Ingram, its employees, and its customers reasonable amounts of sales
literature, advertising materials, and training and support in Product sales
WHEN REASONABLY REQUESTED BY INGRAM.
4.7 NEW PRODUCT Vendor shall endeavor to notify Ingram at least
[CONFIDENTIAL TREATMENT REQUESTED]** before the date any new Product is
introduced. Vendor shall make such Product available for distribution by Ingram
no later than the date it is first offered for sale in the marketplace.
4.8 INSURANCE Vendor shall carry insurance coverage for product
liability/completed operations [CONFIDENTIAL TREATMENT REQUESTED]**.
[CONFIDENTIAL TREATMENT REQUESTED]**
4.9 WARRANTIES/CERTIFICATION
(a)[CONFIDENTIAL TREATMENT REQUESTED]
(b) WARRANTY Vendor hereby represents and warrants that
[CONFIDENTIAL TREATMENT REQUESTED]**, any Product offered for distribution
does not contain any obscene, defamatory or libelous matter or violate any
right of publicity or privacy
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(c) END-USER WARRANTY Vendor shall provide a warranty statement with
Product for end user benefit. This warranty shall commence upon Product delivery
to end-user.
(d) MILLENNIUM COMPLIANCE WARRANTY INTENTIONALLY DELETED.
(e) EU WARRANTY Vendor further warrants TO THE
BEST OF VENDOR'S KNOWLEDGE, and represents for Products distributed to the
European Union ("EU") that the Products will be accepted under all EU
directives, regulations and EU country's legislation.
(f) MADE IN AMERICA CERTIFICATION Vendor by the execution of this
Agreement certifies that it will not label any of its products as being "Made in
America," "Made in U.S.A.," or with similar wording unless all components or
elements of such Product is in fact made in the United States of America. Vendor
further agrees to defend, indemnify and hold harmless from and against any and
all claims, demands, liabilities, penalties, damages, judgments or expenses
(including attorney's fees and court costs) arising out of or resulting in any
way from Product that does not conform to the Certification.
5. PRICING
5.1 INGRAM PRICING The suggested retail price and any Ingram discount for
Product is set out in Exhibit D. Vendor may modify Exhibit D with a minimum of
[CONFIDENTIAL TREATMENT REQUESTED]** advance written notice to Ingram. All
Ingram orders for Product will be billed at the price in effect when the order
is placed. Ingram shall have sole discretion as to selling price of Product to
its customers.
5.2 [CONFIDENTIAL TREATMENT REQUESTED]**.
5.3 [CONFIDENTIAL TREATMENT REQUESTED]**.
5.4 [CONFIDENTIAL TREATMENT REQUESTED]**.
5.5 PAYMENT TERMS Ingram's payment terms shall be [CONFIDENTIAL TREATMENT
REQUESTED]**. Payment shall be deemed made on the payment postmark date.
5.6 [CONFIDENTIAL TREATMENT REQUESTED]**.
6. MARKETING
6.1 TRADEMARKS Ingram may advertise and promote the Product and/or Vendor,
and may thereby use VENDOR'S trademarks, service marks and trade names. INGRAM'S
USE OF VENDOR'S TRADEMARKS, SERVICE MARKS AND TRADE NAMES SHALL BE PERFORMED IN
ACCORDANCE WITH THE REASONABLE USE GUIDELINES OF VENDOR, A COPY OF WHICH WILL BE
PROVIDED HERETO AS EXHIBIT F. Neither party shall acquire any rights in the
trademarks, service marks or trade names of the other.
6.2 ADVERTISING Vendor agrees to cooperate in Ingram's or Ingram's
customers' and promotion of Product and hereby grants Ingram a cooperative
advertising allowance of [CONFIDENTIAL
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
TREATMENT REQUESTED]** of Product invoice amount for such advertising featuring
Product and/or Vendor. Ingram shall submit advertising to Vendor for review and
approval prior to any initial release, and Vendor shall not unreasonably
withhold or delay such approval. [CONFIDENTIAL TREATMENT REQUESTED]**.
6.3 PROGRAMS
(a) Ingram may offer marketing programs to Vendor including but not
limited to launch programs and reseller pass through opportunities. If Vendor
elects to participate, Vendor agrees to pay such funds as may be required for
this purpose.
(b) Vendor may be asked or prepay all marketing activities
until a mutually agrees upon sell through rate is achieved.
6.4 SUPPORT PRODUCT Vendor shall consign a reasonable amount of
demonstration Product to aid Ingram in its support and promotion of Product.
All such consigned Product will be returned to Vendor upon request.
7. RETURNS
7.1 STOCK BALANCING Notwithstanding anything herein to the contrary, Ingram
may return throughout the term any Products PURCHASED WITHIN [CONFIDENTIAL
TREATMENT REQUESTED]** OF SALE which are in their original packaging to Vendor
for full credit of the Products' purchase price. [CONFIDENTIAL TREATMENT
REQUESTED]**.
7.2 POST-TERM/TERMINATION For [CONFIDENTIAL TREATMENT REQUESTED]** after
the expiration or earlier termination of this Agreement, Ingram may return to
Vendor any Product for credit against outstanding invoices, or if there are no
outstanding invoices for a cash refund. Any credit or refund due Ingram for
returned Product shall be equal to [CONFIDENTIAL TREATMENT REQUESTED]**.
7.3 PRODUCT DISCONTINUATION Vendor shall give Ingram [CONFIDENTIAL
TREATMENT REQUESTED]** advance written notice of Product discontinuation. Ingram
may return all such Product to Vendor for full credit of Product purchase price
[CONFIDENTIAL TREATMENT REQUESTED]**.
7.4 DEFECTIVE PRODUCT
(a) Ingram may return any Product to Vendor that Ingram or its customer
finds defective. [CONFIDENTIAL TREATMENT REQUESTED]**.
(b) If any Product is recalled by Vendor because of defects, revisions
or upgrades, Ingram will, at Vendor's request, provide reasonable assistance
with the recall. Vendor will pay Ingram's REASONABLE expenses in connection with
such recall.
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
8. [CONFIDENTIAL TREATMENT REQUESTED]**
8.1 [CONFIDENTIAL TREATMENT REQUESTED]**
8.2 [CONFDIENTIAL TREATMENT REQUESTED]**
8.3 [CONFIDENTIAL TREATMENT REQUESTED]**
8.4 [CONFIDENTIAL TREATMENT REQUESTED]**.
8.5 [CONFIDENTIAL TREATMENT REQUESTED]**
8.6 [CONFIDENTIAL TREATMENT REQUESTED]**
8.7 [CONFIDENTIAL TREATMENT REQUESTED]**
8.8 LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
LOST PROFITS OF BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER
BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),
AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDORS LIABILITY FOR PERSONAL
INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS
WHERE THE LAW DOES NOT ALLOW THIS LIMITATION.
9. COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS
9.1 Vendor shall comply with all State, Federal and Local laws, rules and
regulations
10. GOVERNMENT PROGRAM
10.1 PARTNERSHIP AMERICA Vendor may, at its sole option, participate in
Ingram's government reseller program in which case the provisions of Exhibit E,
Partnership America, shall apply. A draft copy is provided solely for your
information and review.
11. GENERAL PROVISIONS
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
11.1 NOTICES Any notice which either party may desire to give the other
party must be in writing and may be given by (i) personal delivery to an officer
of the party, (ii) by mailing the same by registered or certified mail, return
receipt requested, OR BY NATIONALLY RECOGNIZED EXPRESS COURIER service to the
party to whom the party is directed at the address of such party as set forth at
the beginning of this Agreement, or such other address as the parties may
hereinafter designate, and (iii) by facsimile or telex communication
subsequently to be confirmed in writing, pursuant to item (ii) herein.
11.2 GOVERNING LAW This Agreement shall be construed and enforced in
accordance with the laws of the State of [CONFIDENTIAL TREATMENT REQUESTED]**,
except that body of law concerning conflicts of law. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement.
11.3 COOPERATION Each party agrees to execute and deliver such further
documents and to cooperate as may be necessary to implement and give effect to
the provisions contained herein.
11.4 FORCE MAJEURE Neither party shall be liable to the other for any delay
or failure to perform which results from causes outside its reasonable control.
11.5 ATTORNEYS FEES In the event there is any dispute concerning the terms
of this Agreement or the performance of any party hereto pursuant to the terms
of this Agreement, and any party hereto retains counsel for the purpose of
enforcing any of the provisions of this Agreement or asserting the terms of this
Agreement in defense of any suit filed a-against said party, each party shall be
solely responsible for its own costs and attorney's fees incurred in connection
with the dispute irrespective of whether or not a lawsuit is actually commenced
or prosecuted to conclusion.
11.6 EXPORT REGULATIONS Ingram agrees by the purchase of Products to conform
to, and abide by, the export laws and regulations of the United States,
including but not limited to, the Export Administration Act of 1979 as amended
and its implementing regulations. Ingram shall include a statement in it's
standard sales terms and conditions that any shipment of Product outside the
United States will require a valid export license. Ingram further agrees to
distribute Product in accordance with the territory as defined in Section1.1.
Whenever a EU country is specified as Territory under Section 1. 1, Territory
shall include all EU countries.
12. AGREEMENT
12.1 COUNTERPARTS This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.2 SECTION HEADINGS Section headings in this Agreement are for convenience
only, and shall not be used in construing the Agreement.
12.3 INCORPORATION OF ALL EXHIBITS Each and every exhibit referred to
hereinabove and attached -hereto is hereby incorporated herein by reference as
if set forth herein in full.
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
12.4 SEVERABILITY A judicial determination that any provision of this
Agreement is invalid in whole or in part shall not affect the enforceability of
those provisions found to be valid.
12.5 NO IMPLIED WAIVERS If either party fails to require performance of any
duty hereunder by the other party, such failure shall not affect its right
to-require performance of that or any other duty thereafter. The waiver by
either party of a breach of any provision of this Agreement shall not be a
waiver of the provision itself or a waiver of any breach thereafter, or a waiver
of any other provision herein.
12.6 BINDING EFFECT/ASSIGNMENT This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective
representatives, successors and permitted assigns. This Agreement shall not be
assignable by Vendor, without the express written consent of Ingram, which
consent shall not be unreasonably withheld, including to a Person in which it
has merged or which has otherwise succeeded to all or substantially all of such
party's business and assets to which this Agreement pertains and which has
assumed in writing or by operation of law its obligations under this Agreement.
Any attempted assignment in violation of this provision will be void.
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION, IN THE EVENT THAT EITHER
PARTY IS MERGED WITH OR CONSOLIDATED INTO ANY OTHER ENTITY, OR IN THE EVENT THAT
SUBSTANTIALLY ALL OF THE ASSETS OF EITHER PARTY ARE SOLD OR OTHERWISE
TRANSFERRED TO ANY OTHER ENTITY, THE PROVISIONS OF THIS AGREEMENT WILL BE
BINDING UPON, AND INURE TO THE BENEFIT OF, SUCH OTHER ENTITY.
12.7 SURVIVAL Sections 5.5 (Payment Terms), [CONFIDENTIAL TREATMENT
REQUESTED]** 7.2 (Post-Term Termination) and [CONFIDENTIAL TREATMENT
REQUESTED]** shall survive the expiration or earlier termination of this
Agreement.
12.8 ENTIRETY This Agreement constitutes the entire agreement between the
parties regarding its subject matter. This Agreement supersedes any and all
previous proposals, representations or statements, oral or written. Any previous
agreements between the parties pertaining to the subject matter of this
Agreement are expressly terminated. The terms and conditions of each party's
purchase orders, invoices, acknowledgments/confirmations or similar documents
shall not apply to any order under this Agreement, and any such terms and
conditions on any such document are objected to without need of further notice
or objection. Any modifications to this Agreement must be in writing and signed
by authorized representatives of both parties.
12.9 AUTHORIZED REPRESENTATIVES Either party's authorized representative for
execution of this Agreement or any amendment hereto shall be president, a
partner, or a duly authorized vice president of their respective party. The
parties executing this Agreement warrant that they have the requisite authority
to do so.
IN WITNESS WHEREOF, the parties hereunto have executed this
Agreement.
"Ingram" "Vendor"
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Ingram Micro Inc. Red Hat Software
1600 E. St. Andrew Place 4201 Research Commons, Suite 100
Santa Ana, California 92705 Research Triangle Park, North Carolina 27709
By: /s/ Michael Terrell By: /s/ Paul Mcnamara
---------------------------- ---------------------------------------
Name: Michael Terrell Name: Paul Mcnamara
---------------------------- ---------------------------------------
Title: Vice President Purchasing Title: Vice President
---------------------------- ---------------------------------------
Date: November 11, 1998 Date: November 5, 1998
---------------------------- ---------------------------------------
*AGREEMENT MUST BE SIGNED BY PRESIDENT OR BY A DULY AUTHORIZED VICE PRESIDENT OR
PARTNER.
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBITS:
A - Vendor Routing Guide (if applicable)
B - Guide to Bar Code: The Product Label
C - TechNotes
D - Product Price List
E - Partnership America
F - Vendor Trademark Guidelines
G - Point of Sale Report License Agreement
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Distribution Agreement - Ingram Micro Inc. and Red Hat Software
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