{"id":42294,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/exclusive-distributor-agreement-amendment-nassda-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"exclusive-distributor-agreement-amendment-nassda-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/exclusive-distributor-agreement-amendment-nassda-corp-and.html","title":{"rendered":"Exclusive Distributor Agreement (Amendment) &#8211; Nassda Corp and Marubeni Solutions Corp."},"content":{"rendered":"<pre>\n                                   AMENDMENT TO\n                        EXCLUSIVE DISTRIBUTOR AGREEMENT\n\nTHIS AMENDMENT is entered into this 21st day of November, 2000 by and \nbetween Nassda Corporation located at 625 Ellis Street, Suite 206, \nMountain View, CA 94043 (\"Company\") and Marubeni Solutions Corporation \nlocated at Higashi 1-26-20, Shibuya-ku, Tokyo 150-0011, Japan \n(\"Distributor\").\n\nWHEREAS, Company and Distributor entered into an Exclusive Distributor\nAgreement dated October 1, 1999 (\"Distributor Agreement\"), under which\nDistributor distributes certain software products produced by Company\n(\"Software\");\n\nAND WHEREAS, Company and Distributor desire to amend certain aspects of\nDistributor Agreement;\n\nNOW, THEREFORE, in consideration of the mutual covenants contained \nherein, the parties agree as follows:\n\n1.   Effective Date\n     --------------\nThis Amendment shall be effective on November 21, 2000, and shall apply to\nSoftware ordered by Distributor to Company on or after such time.\n\n2.   Change of Transactions\n     -----------------------\nTo accelerate smooth transactions between Company and Distributor and\nexpand the distribution of Software, the parties hereto agree to amend the\ntransactions under Distributor Agreement as \"Licensing Distributor to\nsub-license customers to use Software\" to \"sales of copies of Software\npackaged.\"\n\n3.   Amendments\n     ----------\n3.1  The first sentence of Section 4.1 of Distributor Agreement is hereby\nremoved and replaced with the following:\n\n\"Company shall sell and Distributor shall purchase Software in accordance\nwith Purchase Notes submitted to Company.\"\n\n3.2  Section 4.4 of Distributor Agreement is hereby removed and replaced with\nthe following:\n\n\"Company shall be responsible for delivery of Software contained in media\n(e.g. floppy disc or magnetic tape) to Distributor, which shall be\ncompleted upon Distributor's receipt thereof at Distributor's address as\nfirst written above or any other place in Territory designated by\nDistributor. [***] shall bear all charges, freight or otherwise for such\ndelivery. To secure smooth export and import transactions, Distributor may\ndesignate the forwarder for such delivery. The benefits and burdens of, and\nrisk of loss and damage to, Software sold to Distributor shall remain with\nCompany until the Software is received by Distributor as provided herein.\"\n\n\n[***] Confidential treatment requested pursuant to a request for \nconfidential treatment filed with the Securities and Exchange \nCommission. Omitted portions have been filed separately with the \nCommission.\n\n\n\n3.3  Section 5 of Distributor Agreement is hereby removed and replaced with the\n     following:\n\n     \"In light of protecting certain proprietary rights of Software,\n     Distributor shall execute with its customer an End-User Agreement which\n     meets the requirements set forth in Schedule C. Distributor shall keep the\n     records up-to-date regarding the customers list and shall make such records\n     available to Company at Distributor's premises during regular business\n     hours.\"\n\n3.4  The first sentence of Section 6.1 of Distributor Agreement is hereby\n     removed and replaced with the following:\n\n     \"Company warrants that it is the exclusive owner of the intellectual\n     property rights of, or has the right to distribute, Software and related\n     documentation.\"\n\n3.5  Section 10 of Distributor Agreement is hereby removed and thereafter remain\n     in no effect.\n\n3.6  The Schedule C of Distributor Agreement is hereby removed and replaced with\n     APPENDIX attached to this Amendment.\n\n3.7  To avoid any misunderstanding, the words in the following sections of\n     Distributor Agreement are hereby replaced as follows:\n\n     (a)  \"Title to Software\" as section heading of Section 7.1 with \"Rights to\n          Software\".\n     (b)  \"Title to and ownership\" in the first line of Section 7.1 with \"The\n          intellectual property rights\".\n     (c)  \"title or ownership\" in third line of Section 7.1 with \"intellectual\n          property rights\".\n     (d)  \"sub-licensing\" in fifth line of Section 8 with \"distribution\".\n     (e)  \"licensing\" in third and seventh lines of Section 11.3 with\n          \"distribution\".\n\n4.   Surviving Provisions\n     --------------------\n     Except as expressly provided herein, all terms and conditions of\n     Distributor Agreement shall remain in effect and full force.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed\nin duplicate by their duly authorized officers or representatives on the day and\nyear first written above.\n\nNassda Corporation                    Marubeni Solutions Corporation\n\n\n\/s\/ [***]                             \/s\/ [***]\n    ---------------------                 ---------------------\nBy: [***]                             By: [***]\n    ---------------------                 ---------------------\nIts: [***]                            Its: [***]\n     --------------------                  --------------------\nDate: 11\/21\/00                        Date: 11\/30\/2000\n      -------------------                   -------------------\n\n\n[***] Confidential treatment requested pursuant to a request for confidential\ntreatment filed with the Securities and Exchange Commission. Omitted portions\nhave been filed separately with the Commission.\n\n\n\n                              APPENDIX of AMENDMENT\n                              ---------------------\n\n                                   SCHEDULE C\n                                   ----------\n                           TERMS OF END-USER AGREEMENT\n                           ---------------------------\n\nDistributor's End-User Agreement shall provide, among other things, that:\n\n(a)  The End-User Agreement shall be non-exclusive, non-transferable and, in\n     principle, (unless terminated in accordance with the provisions set forth\n     in the End-User Agreement) perpetual;\n\n(b)  Each Software shall be for use only on a single, designated CPU (for\n     Node-Lock) or on the designated network with authorized number of users\n     (for Floating);\n\n(c)  The customer shall not make copies of Software, except for use on the\n     designated CPU or for back-up or archival purposes;\n\n(d)  Company shall retain copyright and any other proprietary rights in and to\n     Software, including any and all copies, modifications, translations and\n     other derivative works that duplicate or are based on Software;\n\n(e)  The customer shall limit use of and access to Software to such of\n     customer's employees or contractual persons as are required to be involved\n     in the operation and maintenance thereof, provided that the customer shall\n     take all reasonable actions as may be necessary to preserve the\n     confidentiality of the Software and prevent transfer or disclosure thereof\n     to others;\n\n(f)  The customer shall not remove or modify any copyright or proprietary rights\n     notice included in or on Software and shall reproduce all such notices on\n     any copies of Software or portions thereof, in any form, which customer may\n     make;\n\n(g)  The customer shall not decompile, disassemble, or attempt in any way to\n     reverse engineer Software;\n\n(h)  The customer shall not directly or indirectly export or re-export any\n     Software without first obtaining Distributor's written approval and any\n     necessary United States and\/or Japanese export license; and\n\n(i)  In addition to the terms and conditions set forth in this Schedule C,\n                                                               ----------\n     Distributor may include any other terms and conditions in the End-User\n     Agreement, provided that such terms and conditions: (i-1) are, except to\n     the extent required by any applicable law in the Territory, consistent with\n     the terms and conditions set forth in any subsections above; (i-2) do not\n     expand Company's obligations beyond those set forth in the body of this\n     Agreement; and (i-3) do not authorize Distributor to incur any liabilities,\n     obligations or commitments on behalf of Company.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8285],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42294","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-nassda-corp","corporate_contracts_industries-technology__software","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\/42294","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=42294"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42294"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42294"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42294"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}