{"id":42243,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-ingram-micro-inc-and-red-hat-software.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-ingram-micro-inc-and-red-hat-software","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distribution-agreement-ingram-micro-inc-and-red-hat-software.html","title":{"rendered":"Distribution Agreement &#8211; Ingram Micro Inc. and Red Hat Software"},"content":{"rendered":"<pre>\n                             DISTRIBUTION AGREEMENT\n\n        THIS DISTRIBUTION AGREEMENT (\"Agreement\"), is entered into this 15th day\nof October, 1998, by and between INGRAM MICRO INC. (\"Ingram\"), a Delaware\ncorporation, having its principal place of business at 1600 E. St. Andrew Place,\nSanta Ana, California 92705, and RED HAT SOFTWARE (\"Vendor\"), a DELAWARE\ncorporation, having, its principal place of business at 4201 RESEARCH COMMONS,\nSUITE 100, RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709. The parties desire to\nand hereby do, enter into a distributor\/supplier relationship, the governing\nterms and mutual promises of which are set out in this Agreement.\n\n\n1.       DISTRIBUTION RIGHTS\n\n1.1      TERRITORY. Vendor grants to Ingram, including its affiliates for\nresale, and Ingram accepts, a [CONFIDENTIAL TREATMENT REQUESTED]**. All computer\nProducts produced and\/or offered by Vendor (\"Product\") during the term of this\nAgreement shall be distributed worldwide. Ingram shall have the right to\npurchase, sell and ship to any reseller within the territory or to Ingram's\naffiliate, or at Vendor's option Ingram's affiliate may purchase direct from\nVendor.\n\n1.2      PRODUCT Vendor agrees to make available and to sell to Ingram such\nProduct as Ingram shall order from Vendor at the prices and subject to the terms\nset forth in this Agreement. Ingram shall not be required to purchase any\nminimum amount or quantity of the Product.\n\n2.       TERM AND TERMINATION\n\n2.1      TERM The initial term of this Agreement is one (1) year. Thereafter the\nAgreement will automatically renew for successive one (1) year terms, unless it\nis earlier terminated.\n\n2.2      TERMINATION\n\n         (a) Either party may terminate this Agreement, with or without cause by\ngiving thirty (30) days written notice to the other party.\n\n         (b) Either party may immediately terminate this Agreement with written\nnotice if the other party.\n\n                (i)   materially breaches any term of this Agreement and such\n                      breach continues for thirty (30) business days after\n                      written notification thereof; or\n\n                (ii)  ceases to conduct business in the normal course, becomes\n                      insolvent, makes a general assignment for the benefit of\n                      creditors, suffers or permits the appointment of a\n                      receiver for its business or assets, or avails itself of\n                      or becomes subject to any proceeding, under any Bankruptcy\n                      Act or any other federal or state statute relating to\n                      insolvency or the protection of rights of creditors, or\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n                (iii) attempts to assign or otherwise transfer its rights\n                      hereunder IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS\n                      AGREEMENT.\n\n\n3.       INGRAM OBLIGATIONS\n\n         PRODUCT AVAILABILITY Ingram will list Product in its catalog(s) as\nappropriate and endeavor to mark such Product available to customers.\n\n3.2      ADVERTISING Ingram will advertise and\/or promote Product in a\ncommercially reasonable manner and will transmit as reasonably necessary Product\ninformation and promotional materials to its customers.\n\n3.3      SUPPORT Ingram will make its facilities reasonably available for Vendor\nand will assist in Product training and support. Ingram will provide reasonable,\ngeneral Product technical assistance to its customers, and will direct all other\ntechnical issues directly to Vendor.\n\n3.4      ADMINISTRATION\n         (a) Upon request, Ingram will furnish Vendor with a valid tax exemption\ncertificate.\n\n         (b) Ingram will provide Vendor standard sales-out and inventory reports\nvia its electronic Bulletin Board System. NON-STANDARD \"SALES OUT\" INFORMATION\nSHALL BE PROVIDED BY INGRAM SUBJECT TO A SEPARATE POINT OF SALE REPORT LICENSE\nAGREEMENT, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT G.\n\n         (c)      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n4.       VENDOR OBLIGATIONS\n\n4.1      SHIPPING\/EXPORT\n         (a) Vendor shall ship Product pursuant to Ingram purchase order(s)\n(\"P.O.\"). Product shall be shipped F.O.B. Ingram's designated warehouse with\nrisk of loss or damage to pass to Ingram upon delivery to the warehouse\nspecified in Ingram's P.O.\n\n         (b) Ingram requires concurrent with the execution of this Agreement\nExport Administration Regulations product classification and supporting\ndocumentation: Certificate of Origin (General Use and\/or NAFTA), Export\nCommodity Control Number's; (ECCN's), General License and\/or Individual\nValidated License information and Schedule \"B\"\/Harmonized Numbers. This applies\nwhen distribution rights granted under Section 1.1 are outside the United States\nfor the initial Product\/s and when additions or changes to these Products\noccurs.\n\n4.2      INVOICING For each Product shipment to Ingram, Vendor shall issue to\nIngram an invoice showing Ingram's order number, the Product part number,\ndescription, price and any discount. [CONFIDENTIAL TREATMENT REQUESTED]**,\nVendor shall provide Ingram with a current statement of account,\n\n                                     - 2 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\nlisting all invoices outstanding and any payments made and credits given since\nthe date of the previous statement.\n\n4.3      PRODUCT AVAILABILITY Vendor agrees to USE COMMERCIALLY REASONABLE\nEFFORTS TO maintain sufficient Product inventory to fill Ingram's orders. If a\nshortage of any Product exists, Vendor agrees to allocate its available\ninventory of such Product to Ingram in proportion to Ingram's percentage\nof all of Vendor's customer orders for such product during the previous\n[CONFIDENTIAL TREATMENT REQUESTED]**.\n\n4.4      PRODUCT MARKING Vendor will clearly mark each unit of Product with the\nProduct name and computer compatibility. Such packaging will also bear a\nmachine-readable bar code identifier scannable in standard Uniform Product Code\n(UPC) format. The bar code must identify the Product as specified by the Uniform\nCode Council (UCC). The bar code shall fully comply with all conditions\nregarding standard product labeling set forth in Exhibit B in the then-current\nIngram GUIDE TO BAR CODE: THE PRODUCT LABEL. [CONFIDENTIAL TREATMENT\nREQUESTED]**\n\n4.5      TECHNOTES Vendor will within thirty (30) days of execution of this\nAgreement sign the CIS\/ Manufacture Product Information Library - TechNotes and\nContent Distribution Agreements as shown in Exhibit C and provide the required\nproduct information in the designated template format.\n\n4.6      SUPPORT [CONFIDENTIAL TREATMENT REQUESTED]**. Vendor shall also provide\nto Ingram, its employees, and its customers reasonable amounts of sales\nliterature, advertising materials, and training and support in Product sales\nWHEN REASONABLY REQUESTED BY INGRAM.\n\n4.7      NEW PRODUCT Vendor shall endeavor to notify Ingram at least\n[CONFIDENTIAL TREATMENT REQUESTED]** before the date any new Product is\nintroduced. Vendor shall make such Product available for distribution by Ingram\nno later than the date it is first offered for sale in the marketplace.\n\n4.8      INSURANCE Vendor shall carry insurance coverage for product\nliability\/completed operations [CONFIDENTIAL TREATMENT REQUESTED]**.\n[CONFIDENTIAL TREATMENT REQUESTED]**\n\n4.9      WARRANTIES\/CERTIFICATION\n\n         (a)[CONFIDENTIAL TREATMENT REQUESTED]\n\n         (b) WARRANTY Vendor hereby represents and warrants that\n[CONFIDENTIAL TREATMENT REQUESTED]**, any Product offered for distribution\ndoes not contain any obscene, defamatory or libelous matter or violate any\nright of publicity or privacy\n\n\n                                     - 3 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n         (c) END-USER WARRANTY Vendor shall provide a warranty statement with\nProduct for end user benefit. This warranty shall commence upon Product delivery\nto end-user.\n\n         (d) MILLENNIUM COMPLIANCE WARRANTY INTENTIONALLY DELETED.\n\n         (e) EU WARRANTY Vendor further warrants TO THE\nBEST OF VENDOR'S KNOWLEDGE, and represents for Products distributed to the\nEuropean Union (\"EU\") that the Products will be accepted under all EU\ndirectives, regulations and EU country's legislation.\n\n         (f) MADE IN AMERICA CERTIFICATION Vendor by the execution of this\nAgreement certifies that it will not label any of its products as being \"Made in\nAmerica,\" \"Made in U.S.A.,\" or with similar wording unless all components or\nelements of such Product is in fact made in the United States of America. Vendor\nfurther agrees to defend, indemnify and hold harmless from and against any and\nall claims, demands, liabilities, penalties, damages, judgments or expenses\n(including attorney's fees and court costs) arising out of or resulting in any\nway from Product that does not conform to the Certification.\n\n5.       PRICING\n\n5.1      INGRAM PRICING The suggested retail price and any Ingram discount for\nProduct is set out in Exhibit D. Vendor may modify Exhibit D with a minimum of\n[CONFIDENTIAL TREATMENT REQUESTED]** advance written notice to Ingram. All\nIngram orders for Product will be billed at the price in effect when the order\nis placed. Ingram shall have sole discretion as to selling price of Product to\nits customers.\n\n5.2      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n5.3      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n5.4      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n5.5      PAYMENT TERMS Ingram's payment terms shall be [CONFIDENTIAL TREATMENT\nREQUESTED]**. Payment shall be deemed made on the payment postmark date.\n\n5.6      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n6.       MARKETING\n\n6.1      TRADEMARKS Ingram may advertise and promote the Product and\/or Vendor,\nand may thereby use VENDOR'S trademarks, service marks and trade names. INGRAM'S\nUSE OF VENDOR'S TRADEMARKS, SERVICE MARKS AND TRADE NAMES SHALL BE PERFORMED IN\nACCORDANCE WITH THE REASONABLE USE GUIDELINES OF VENDOR, A COPY OF WHICH WILL BE\nPROVIDED HERETO AS EXHIBIT F. Neither party shall acquire any rights in the\ntrademarks, service marks or trade names of the other.\n\n6.2      ADVERTISING Vendor agrees to cooperate in Ingram's or Ingram's\ncustomers' and promotion of Product and hereby grants Ingram a cooperative\nadvertising allowance of [CONFIDENTIAL\n\n                                     - 4 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\nTREATMENT REQUESTED]** of Product invoice amount for such advertising featuring\nProduct and\/or Vendor. Ingram shall submit advertising to Vendor for review and\napproval prior to any initial release, and Vendor shall not unreasonably\nwithhold or delay such approval. [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n6.3      PROGRAMS\n        (a) Ingram may offer marketing programs to Vendor including but not\nlimited to launch programs and reseller pass through opportunities. If Vendor\nelects to participate, Vendor agrees to pay such funds as may be required for\nthis purpose.\n\n        (b)       Vendor may be asked or prepay all marketing activities\nuntil a mutually agrees upon sell through rate is achieved.\n\n6.4      SUPPORT PRODUCT Vendor shall consign a reasonable amount of\ndemonstration Product to aid Ingram in its support and promotion of Product.\nAll such consigned Product will be returned to Vendor upon request.\n\n7.       RETURNS\n\n7.1      STOCK BALANCING Notwithstanding anything herein to the contrary, Ingram\nmay return throughout the term any Products PURCHASED WITHIN [CONFIDENTIAL\nTREATMENT REQUESTED]** OF SALE which are in their original packaging to Vendor\nfor full credit of the Products' purchase price. [CONFIDENTIAL TREATMENT\nREQUESTED]**.\n\n7.2      POST-TERM\/TERMINATION For [CONFIDENTIAL TREATMENT REQUESTED]** after\nthe expiration or earlier termination of this Agreement, Ingram may return to\nVendor any Product for credit against outstanding invoices, or if there are no\noutstanding invoices for a cash refund. Any credit or refund due Ingram for\nreturned Product shall be equal to [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n7.3      PRODUCT DISCONTINUATION Vendor shall give Ingram [CONFIDENTIAL\nTREATMENT REQUESTED]** advance written notice of Product discontinuation. Ingram\nmay return all such Product to Vendor for full credit of Product purchase price\n[CONFIDENTIAL TREATMENT REQUESTED]**.\n\n7.4      DEFECTIVE PRODUCT\n         (a) Ingram may return any Product to Vendor that Ingram or its customer\nfinds defective. [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n         (b) If any Product is recalled by Vendor because of defects, revisions\nor upgrades, Ingram will, at Vendor's request, provide reasonable assistance\nwith the recall. Vendor will pay Ingram's REASONABLE expenses in connection with\nsuch recall.\n\n\n                                     - 5 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n8.       [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.1      [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.2      [CONFDIENTIAL TREATMENT REQUESTED]**\n\n8.3      [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.4      [CONFIDENTIAL TREATMENT REQUESTED]**.\n\n8.5      [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.6      [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.7      [CONFIDENTIAL TREATMENT REQUESTED]**\n\n8.8      LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR\nLOST PROFITS OF BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER\nBASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),\nAND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\nTHIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDORS LIABILITY FOR PERSONAL\nINJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS\nWHERE THE LAW DOES NOT ALLOW THIS LIMITATION.\n\n9.       COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS\n\n9.1      Vendor shall comply with all State, Federal and Local laws, rules and\nregulations\n\n10.      GOVERNMENT PROGRAM\n\n10.1     PARTNERSHIP AMERICA Vendor may, at its sole option, participate in\nIngram's government reseller program in which case the provisions of Exhibit E,\nPartnership America, shall apply. A draft copy is provided solely for your\ninformation and review.\n\n11.      GENERAL PROVISIONS\n\n                                     - 6 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n11.1     NOTICES Any notice which either party may desire to give the other\nparty must be in writing and may be given by (i) personal delivery to an officer\nof the party, (ii) by mailing the same by registered or certified mail, return\nreceipt requested, OR BY NATIONALLY RECOGNIZED EXPRESS COURIER service to the\nparty to whom the party is directed at the address of such party as set forth at\nthe beginning of this Agreement, or such other address as the parties may\nhereinafter designate, and (iii) by facsimile or telex communication\nsubsequently to be confirmed in writing, pursuant to item (ii) herein.\n\n11.2     GOVERNING LAW This Agreement shall be construed and enforced in\naccordance with the laws of the State of [CONFIDENTIAL TREATMENT REQUESTED]**,\nexcept that body of law concerning conflicts of law. The United Nations\nConvention on Contracts for the International Sale of Goods shall not apply to\nthis Agreement.\n\n11.3     COOPERATION Each party agrees to execute and deliver such further\ndocuments and to cooperate as may be necessary to implement and give effect to\nthe provisions contained herein.\n\n11.4     FORCE MAJEURE Neither party shall be liable to the other for any delay\nor failure to perform which results from causes outside its reasonable control.\n\n11.5     ATTORNEYS FEES In the event there is any dispute concerning the terms\nof this Agreement or the performance of any party hereto pursuant to the terms\nof this Agreement, and any party hereto retains counsel for the purpose of\nenforcing any of the provisions of this Agreement or asserting the terms of this\nAgreement in defense of any suit filed a-against said party, each party shall be\nsolely responsible for its own costs and attorney's fees incurred in connection\nwith the dispute irrespective of whether or not a lawsuit is actually commenced\nor prosecuted to conclusion.\n\n11.6     EXPORT REGULATIONS Ingram agrees by the purchase of Products to conform\nto, and abide by, the export laws and regulations of the United States,\nincluding but not limited to, the Export Administration Act of 1979 as amended\nand its implementing regulations. Ingram shall include a statement in it's\nstandard sales terms and conditions that any shipment of Product outside the\nUnited States will require a valid export license. Ingram further agrees to\ndistribute Product in accordance with the territory as defined in Section1.1.\nWhenever a EU country is specified as Territory under Section 1. 1, Territory\nshall include all EU countries.\n\n12.      AGREEMENT\n\n12.1     COUNTERPARTS This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n12.2     SECTION HEADINGS Section headings in this Agreement are for convenience\nonly, and shall not be used in construing the Agreement.\n\n12.3     INCORPORATION OF ALL EXHIBITS Each and every exhibit referred to\nhereinabove and attached -hereto is hereby incorporated herein by reference as\nif set forth herein in full.\n\n                                     - 7 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n12.4     SEVERABILITY A judicial determination that any provision of this\nAgreement is invalid in whole or in part shall not affect the enforceability of\nthose provisions found to be valid.\n\n12.5     NO IMPLIED WAIVERS If either party fails to require performance of any\nduty hereunder by the other party, such failure shall not affect its right\nto-require performance of that or any other duty thereafter. The waiver by\neither party of a breach of any provision of this Agreement shall not be a\nwaiver of the provision itself or a waiver of any breach thereafter, or a waiver\nof any other provision herein.\n\n12.6     BINDING EFFECT\/ASSIGNMENT This Agreement shall be binding upon and\nshall inure to the benefit of the parties hereto, and their respective\nrepresentatives, successors and permitted assigns. This Agreement shall not be\nassignable by Vendor, without the express written consent of Ingram, which\nconsent shall not be unreasonably withheld, including to a Person in which it\nhas merged or which has otherwise succeeded to all or substantially all of such\nparty's business and assets to which this Agreement pertains and which has\nassumed in writing or by operation of law its obligations under this Agreement.\nAny attempted assignment in violation of this provision will be void.\nNOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION, IN THE EVENT THAT EITHER\nPARTY IS MERGED WITH OR CONSOLIDATED INTO ANY OTHER ENTITY, OR IN THE EVENT THAT\nSUBSTANTIALLY ALL OF THE ASSETS OF EITHER PARTY ARE SOLD OR OTHERWISE\nTRANSFERRED TO ANY OTHER ENTITY, THE PROVISIONS OF THIS AGREEMENT WILL BE\nBINDING UPON, AND INURE TO THE BENEFIT OF, SUCH OTHER ENTITY.\n\n12.7     SURVIVAL Sections 5.5 (Payment Terms), [CONFIDENTIAL TREATMENT\nREQUESTED]** 7.2 (Post-Term Termination) and [CONFIDENTIAL TREATMENT\nREQUESTED]** shall survive the expiration or earlier termination of this\nAgreement.\n\n12.8     ENTIRETY This Agreement constitutes the entire agreement between the\nparties regarding its subject matter. This Agreement supersedes any and all\nprevious proposals, representations or statements, oral or written. Any previous\nagreements between the parties pertaining to the subject matter of this\nAgreement are expressly terminated. The terms and conditions of each party's\npurchase orders, invoices, acknowledgments\/confirmations or similar documents\nshall not apply to any order under this Agreement, and any such terms and\nconditions on any such document are objected to without need of further notice\nor objection. Any modifications to this Agreement must be in writing and signed\nby authorized representatives of both parties.\n\n12.9     AUTHORIZED REPRESENTATIVES Either party's authorized representative for\nexecution of this Agreement or any amendment hereto shall be president, a\npartner, or a duly authorized vice president of their respective party. The\nparties executing this Agreement warrant that they have the requisite authority\nto do so.\n\n                  IN WITNESS WHEREOF, the parties hereunto have executed this\nAgreement.\n\n\"Ingram\"                            \"Vendor\"\n\n                                     - 8 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\nIngram Micro Inc.                   Red Hat Software\n1600 E. St. Andrew Place            4201 Research Commons, Suite 100\nSanta Ana, California 92705         Research Triangle Park, North Carolina 27709\n\nBy:  \/s\/ Michael Terrell            By:  \/s\/ Paul Mcnamara\n     ----------------------------        ---------------------------------------\n\nName:  Michael Terrell              Name:  Paul Mcnamara\n     ----------------------------        ---------------------------------------\n\nTitle:  Vice President Purchasing   Title:  Vice President\n     ----------------------------        ---------------------------------------\n\nDate:  November 11, 1998            Date:  November 5, 1998\n     ----------------------------        ---------------------------------------\n\n*AGREEMENT MUST BE SIGNED BY PRESIDENT OR BY A DULY AUTHORIZED VICE PRESIDENT OR\nPARTNER.\n\n                                     - 9 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n\n  EXHIBITS:\n\nA    -       Vendor Routing Guide (if applicable)\n\nB    -       Guide to Bar Code: The Product Label\n\nC    -       TechNotes\n\nD    -       Product Price List\n\nE    -       Partnership America\n\nF    -       Vendor Trademark Guidelines\n\nG    -       Point of Sale Report License Agreement\n\n\n\n\n\n\n\n\n                                     - 10 -\n\n- --------------\n**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED\nAND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED\nMATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nRULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7858,8659],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42243","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ingram-micro-inc","corporate_contracts_companies-red-hat-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42243","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42243"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42243"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42243"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42243"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}