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International Distibution Agreement

AGREEMENT made as of the ____________ day of ________ 20 __ between MicroTech ("MicroTech"), and ______________________, a company duly organized under the laws of _________________ doing business at _________________ ("Distributor"). Terms which are capitalized are defined in Section 15.


1.1 MicroTech hereby appoints Distributor and Distributor accepts the appointment as MicroTech's non-exclusive distributor of MicroTech Products listed in Schedule A subject to the terms and conditions of this Agreement. Distributor does not have the right to distribute any MicroTech or related company products other than those specifically set forth in Schedule A and does not have the right to appoint or authorize any third party to act as a dealer, agent, or reseller for the distribution of MicroTech Products without MicroTech's prior written consent.

1.2 As used in this Agreement the term "Territory" means:

1.3 Distributor shall not solicit customers for the Products outside the Territory, unless otherwise agreed to in writing by MicroTech. MicroTech may refuse orders for Product to be installed outside the Territory.

1.4 Distributor shall not, except with MicroTech's prior written consent, either directly, or indirectly, or through third parties, promote, sell, market, support or maintain directly or as agent for another party, any software reasonably deemed by MicroTech to be similar to and competitive with the Products.

1.5 Nothing in this Agreement shall prohibit or otherwise restrict MicroTech, either directly or through its agents or distributors, from selling or licensing Products to Users in the Territory.


The term of this Agreement is (--) years commencing on the date first specified above ("Effective Date") unless sooner terminated as provided in this Agreement.


In the interest of promoting the Products within the Territory, MicroTech and Distributor agree to:

3.1 Appoint one or more persons from each company who shall be responsible for developing a plan for implementing marketing activities within the Territory.

3.2 Furnish each other with appropriate technical information for support and planning purposes, provided, however, that each party reserves the right, at its sole discretion, to determine the scope and content of such information.

3.3 Assist each other to develop appropriate educational and promotional materials and provide each other with copies of appropriate promotional documentation that each party's sales organization may use for the purposes of this Agreement. Use of all such materials, however, to the extent they concern the other party's products, shall be subject to prior approval by such other party.

3.4 Coordinate prospective User calls in cases of joint product demonstrations or similar cooperative marketing or technical support efforts.

3.5 Offer training courses to Users as required by the market. MicroTech shall permit Distributor and its Users to attend regularly scheduled User courses at MicroTech training facilities for a fee equivalent to MicroTech's then prevailing prices.

3.6 Maintain trained marketing, sales and support staff. MicroTech agrees to admit Distributor's personnel free of charge for up to a total aggregate of (--) days per year to regularly scheduled support training and sales courses at such locations as MicroTech may designate. Distributor shall pay all travel, living and other expenses incurred by its personnel in attending training courses.

3.7 Conduct periodic meetings to monitor and review the Distributor's marketing plan and its implementation to assist in the successful marketing and promotion of the Products and to review Distributor's User support performance.


Distributor agrees, at its own expense, to:

4.1 Purchase/license from MicroTech a sufficient amount of Products and Demo Software to establish and maintain an adequate demonstration and support capability. Distributor shall, at Distributor's expense, ensure that its Demo System (s) are current with MicroTech's product line at all times; Demo Software shall be provided to Distributor free of charge in accordance with the license terms set forth in Section 6 of this Agreement.

4.2 Use its best efforts to introduce and promote the distribution of Products to Users in the Territory, including the solicitation of orders for Products from Users.

4.3 Obtain a User License signed by each User prior to delivery of any Licensed Program and submit such User License with Distributor's purchase order to MicroTech, except that a User License shall not be required for certain Licensed Programs expressly designated in Schedule A as licensed under a MicroTech shrink-wrap license.

4.4 Maintain, within the Territory, an attractive and accessible office facility for display, demonstration and support of the Products. Such office shall be open during normal business hours and staffed with appropriately qualified people to provide effective and quality sales and support to Users.

4.5 Achieve the revenue targets that have been mutually agreed and established, on a year to year basis, as indicated in Schedule B hereto. These revenue targets will be established prior to any renewal term and constitute a material condition for Distributor's continued appointment as a MicroTech distributor.

4.6 Furnish to MicroTech a business plan in format and content acceptable to MicroTech and an update of such plan on a yearly basis plus such other information on Distributor's market, Users and operations as MicroTech reasonably requests from time to time.

4.7 Install at each User site all Products purchased hereunder in accordance with MicroTech's standard installation guidelines and furnish to MicroTech an Installation Report within (--) days of a system or upgrade installation.

4.8 Furnish MicroTech written Product activity reports, including rolling (--) month forecasts of Product requirements, in such form and at such times as MicroTech reasonably requests.

4.9 Provide reasonable and appropriate technical support for demonstrations, benchmarks and general sales promotion, as well as for exhibitions and promotional seminars.

4.10 Retain manufacturer's labels and marks on the Products and only add other labels, tags or marks with MicroTech's prior consent.

4.11 Distribute or publish only with MicroTech's prior approval of such materials, any advertising or promotional materials developed by Distributor relating to Products.

4.12 Notify MicroTech of any infringement or alleged infringement of the patents, copyrights, trade secrets, trademarks or other proprietary rights of MicroTech or its Products of which Distributor becomes aware including but not limited to any breach by any User of the terms of the User License.

4.13 Comply with and carry out MicroTech's software protection requirements, including but not limited to, assignation of serial numbers to Licensed Programs, provision of reports and logfiles as required by MicroTech, and inclusion of MicroTech's copyright notice as required by this Agreement.


5.1 The Products eligible for purchase and license under this Agreement are set out in Schedule A and the prices of such Products are specified in the Price List as amended from time to time. Certain Licensed Programs include a monthly license fee which shall be charged to Distributor. Licensed Programs which are not subject to a monthly license fee require the payment of additional license fees to be eligible to receive Licensed Program refreshes, revisions, releases or other updates. The prices charged Distributor shall be as set forth in the Price List and in Schedule C Prices set forth in the Price List are subject to change on (--) days prior notice.

5.2 Products ordered from MicroTech hereunder shall be ordered by Distributor for Users, and payment to MicroTech for such orders, including without limitation all applicable license fees, monthly or other periodic license fees, are the responsibility of the Distributor. MicroTech shall have the right to obtain a copy of the User's order to Distributor prior to acceptance of the Distributor's order to MicroTech. No credit shall be made for the return of Products except as provided in the limited warranties.

5.3 The terms and conditions of this Agreement shall supersede any terms and conditions contained in purchase orders issued by Distributor. Purchase orders shall be effective only as to quantity and kinds of Products ordered. Orders are not accepted until a written confirmation has been signed and issued by MicroTech.

5.4 Unless otherwise agreed in writing by MicroTech, payment owed to MicroTech shall be made by irrevocable sight letter of credit confirmed by a Bank acceptable to MicroTech and payable in United States dollars except that monthly or other periodic fees shall be paid in advance by wire transfer or other method agreed to between the parties in writing. Distributor is solely responsible for all bank fees charges in obtaining letters of credit.

5.5 Payments to MicroTech shall be made without deduction for taxes, imposts, customs, levies or other withholding ("Tax") or shall be grossed-up to provide MicroTech the same amount after such Tax as it would have received without the imposition of such Tax, together with tax receipts or similar evidence of payment by Distributor.

5.6 Any sums credited by or due from MicroTech to the Distributor may, at any time and from time to time without notice, be applied to or set-off against any liabilities or obligations of the Distributor to MicroTech, whether absolute or contingent, due or to become due, direct or indirect.

5.7 Any overdue payments shall bear interest payable to MicroTech at the rate of one and one-half per cent per month, compounded monthly, or if such rate violates applicable law, then the maximum amount of interest chargeable under applicable law.

5.8 Shipment of the Products shall be made FOB Factory. Title to the Hardware products will pass to Distributor on receipt of payment in full by MicroTech.

5.9 Distributor shall be responsible, at its own expense, for obtaining all necessary export and import permits and certificates and for the payment of any and all taxes and duties imposed on the delivery of the Products, Demo Software, Demo Systems, Spare Parts and Diagnostic Software.

5.10 Title to all Licensed Programs, Demo Software and Diagnostic Software supplied to Distributor remains with MicroTech (or, if applicable, MicroTech's third party licensor) and shall not pass to Distributor or any User or other third party.

5.11 No cancellation of any order for Products shall be permitted after shipment of Products by MicroTech.


6.1 MicroTech hereby grants Distributor a personal, non-exclusive, non-transferable license to use Demo Software solely to provide demonstrations to prospective Users and to provide training and support to Users, solely on and in connection with Distributor's Demo Systems. MicroTech shall have no obligation to provide maintenance for Demo Software or Demo Systems. Distributor shall ensure that Demo Software does not become part of Distributor's inventory.

6.2 MicroTech hereby grants Distributor a personal, non-exclusive, non-transferable right to sublicense the Licensed Programs to Users provided that all the terms and conditions of the User License are incorporated in Distributor's sublicense. Distributor may translate the User License into local language but any terms or conditions of the User License or any additional provision inconsistent with such terms or this Agreement must be approved in advance by MicroTech in writing.

6.3 MicroTech hereby grants Distributor a personal, non-exclusive, non-transferable license to use Diagnostic Software solely for the performance of Distributor's maintenance and service obligations set forth in this Agreement.

6.4 Distributor may make one (1) copy of the Demo Software and Diagnostic Software for back-up purposes only. DISTRIBUTOR MAY NOT MAKE ANY OTHER COPIES OF OR MODIFY ANY LICENSED PROGRAM, DEMO SOFTWARE OR DIAGNOSTIC SOFTWARE IN ANY WAY, WITHOUT FIRST RECEIVING WRITTEN CONSENT FROM MICROTECH. Distributor shall not provide or transfer any Licensed Programs to any party other than a User who has executed a User License with Distributor (or if the Licensed Program is shipped by MicroTech under a shrink wrap license, accepted the shrink wrap license) or unless agreed to in writing by MicroTech.

6.5 Except as expressly set forth herein, or as permitted in writing by MicroTech, Distributor shall keep the Licensed Programs, Demo Software and Diagnostic Software strictly confidential and shall not provide or otherwise make available the Licensed Programs, Demo Software or Diagnostic Software (or any part thereof) to any third party. Distributor agrees to take appropriate action by written agreement with its employees who are permitted access to the Licensed Programs, Demo Software and/or Diagnostic Software to fulfill the obligations set forth in Section 6.4, Section 6.5 and Section 6.6.

6.6 Distributor shall not decompile, disassemble or reverse engineer the Licensed Programs, Demo Software and Diagnostic Software and shall not permit any third party to do so.


7.1 While MicroTech expressly reserves the right to provide maintenance, training and/or support services directly or indirectly to Users, Distributor shall, without charge to MicroTech, make available to all Users the following support for Products for such fees and charges as Distributor may elect, all of which may, with MicroTech's written agreement, be subcontracted to MicroTech:

7.1.1 Call-in Product assistance during normal business hours to any User;

7.1.2 Product training courses to all Users;

7.1.3 New releases of Licensed Programs if provided by MicroTech for distribution to existing Users;

7.1.4 Product installation.

7.2 Distributor shall at its cost and expense offer to existing and new Users ongoing support and maintenance services for Hardware sold by Distributor.

7.3 Distributor shall offer such Support and Maintenance Service as are outlined in Schedule D and maintain proper facilities, trained staff, equipment and spare parts to enable it to perform such support and maintenance.


8.1 MicroTech warrants that Hardware tendered for delivery to Distributor hereunder shall be free from defects in material or workmanship for the applicable warranty period specified by the warranty code in the Price List, commencing on shipment from MicroTech. MicroTech will honor the warranty on a return-to-factory basis at its warranty service area as may be designated by MicroTech in writing. Distributor will return the defective item at its expense. Transportation charges for the return of the Hardware to Distributor will be paid by MicroTech exclusive of duties, tariffs and transportation insurance which shall be Distributor's responsibility. MicroTech's sole responsibility under the warranty will be, at its option, to either replace or repair any component which fails during the warranty period due to a defect in workmanship and/or material, provided Distributor has promptly reported it to MicroTech in writing and MicroTech has, on inspection, found the Hardware to be defective. Any inspection required at any location other than a MicroTech warranty service area shall be at MicroTech's then prevailing rates. All replaced Hardware or parts will become MicroTech's property.

8.2 MicroTech warrants that all Licensed Programs provided hereunder will conform to MicroTech's prevailing published specifications when shipped to Distributor. The Distributor must notify MicroTech in writing within ninety (90) days of delivery of the Licensed Programs to Distributor of any defect. The term "defect" shall mean only significant and material deviations from the design specifications for the current release of any such Licensed Program. If any Licensed Program is found defective by MicroTech, MicroTech's sole obligation and Distributor's exclusive remedy under this warranty is to correct such defect in a manner determined by MicroTech.

8.3 The warranty services herein described are contingent on proper use of the Products and do not cover Products which have been modified without MicroTech's written approval or which have been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered.



8.6 MicroTech's liability on any claim of any kind, shall in no case exceed the amount paid by Distributor to MicroTech for the Product, Demo Software and/or Diagnostic Software which gives rise to the claim.


All documents and information supplied to Distributor hereunder and marked confidential, restricted, or otherwise subject to limited access, are proprietary in nature and confidential to MicroTech. Distributor agrees to maintain such documents and information in confidence, and not to disclose such information to a third party, or make any commercial use of such documents or information. Distributor shall include in contracts with its Users a clause notifying Users of MicroTech's proprietary rights and requiring Users to comply with the requirements imposed by this provision. This Section shall survive any termination of this Agreement.


10.1 MicroTech hereby authorizes and requires Distributor to retain any MicroTech markings, logos, colors or other insignia (including without limitation "MicroTech", and "MicroTech Service") which are affixed to Products at the time of MicroTech's shipment. Products not purchased hereunder and sold by Distributor may not bear MicroTech's markings or colors.

10.2 All Distributor advertising and other promotional material for MicroTech Products shall identify MicroTech as originator of the Products, comply with MicroTech's policies on use of its name and marks, and be submitted to MicroTech prior to release by Distributor.

10.3 MicroTech expressly prohibits any other direct or indirect use, registration of, reference to, or other employment of its name, trademarks or trade names, or of any name, trademark or trade name owned or exclusively licensed by MicroTech or any name, trademarks or trade names confusingly similar thereto, except as may be authorized in writing by MicroTech.

10.4 Distributor affirms and agrees that it, its officers, shareholders and employees have not and will not register the names "MicroTech Inc." or any form thereof for use in connection with any business entity, offering, sale and/or support of computer equipment, software or services without the prior written approval of MicroTech.

10.5 On termination of this Agreement, Distributor shall immediately discontinue the use of MicroTech's name or any MicroTech markings, colors or other insignia authorized herein.


Distributor acknowledges that both parties are independent contractors and that Distributor will, on its own behalf, solicit orders for Products and identify itself only as an independent contractor and not represent itself as a partner, joint-venturer, employee or general representative or agent of MicroTech with the authority to obligate MicroTech contractually.


12.1 The parties agree that this Agreement will automatically expire by mutual agreement at the end of the specified term without further action by either party, and with no further obligation (except for Distributor's obligations set forth in Section 6.5, Section 6.6, Section 9, Section 10.4, Section 10.5 and Section 12.6) or recourse by either party against the other.

12.2 In the event of default in the performance of any term or provision of this Agreement by either party hereto, including without limitation Distributor's failure to achieve the revenue targets set forth in Schedule B, the non-defaulting party may send a written default notice explaining the nature of the default. If such default is not cured within (--) days after receipt of such notice, the non-defaulting party may terminate this Agreement by written notice, effective immediately. Termination of this Agreement by either party shall not be deemed an election of remedies or waiver of any claims relating to the other party.

12.3 In the event either party files a petition in bankruptcy or has such a petition filed against it (which petition is not discharged within (--) days after filing) or makes an assignment for the benefit of creditors, or if a receiver, trustee, custodian, or similar agent is appointed or takes possession of its assets, or if it generally ceases doing business in the ordinary course, the other party may terminate this Agreement by written notice effective ten (10) days after dispatch.

12.4 In the event fifty per cent (50%) or more of the stock or assets of Distributor is transferred to a third party, or Distributor otherwise comes under the control of a third party, Distributor shall notify MicroTech, and MicroTech may terminate this Agreement by written notice effective (--) days after dispatch.

12.5 Either party may terminate this Agreement at any time for convenience by giving the other party at least ninety (90) days prior written notice.

12.6 On termination or expiration Distributor agrees it shall:

12.6.1 Immediately cease to describe itself as a MicroTech Distributor.

12.6.2 Not be entitled to any separation compensation or damages of any kind, whether on account of building up of clientele, loss by Distributor of present or prospective profits or of anticipated sales or of expenditures, investments or commitments made in connection with this Agreement.

12.6.3 Have no proprietary right to or interest in Users or names of Users developed by Distributor in the Territory and shall have no right to be paid therefore.

12.6.4 Pay to MicroTech, in full within (--) days of such termination or default, all amounts owed to MicroTech.

12.6.5 Immediately cease using and either return to MicroTech or destroy, at MicroTech's direction, any and all Demo Software, Diagnostic Software, Licensed Programs and documentation (without right to refund of payment made to MicroTech) and certify it has returned or destroyed all originals and copies, in any form, of such materials. Without limiting the generality of the foregoing, Distributor's use of the Demo Software and Diagnostic Software will be subject to MicroTech's then-current replacement charge in the event Distributor fails to comply with this Section 12.6.5.

12.6.6 Assign, transfer and convey all its rights, title and interest in sublicenses of Product in such manner as MicroTech reasonably requests. Notwithstanding anything herein to the contrary, such assignment, transfer and conveyance shall be deemed to have occurred, without any other action, on termination of this Agreement.

12.7 On termination of this Agreement by MicroTech under Section 12.3, 12.4 or 12.5 manufacturer shall purchase all product inventory and spare parts at book value which have been purchased and paid for by Distributor and not sold by Distributor.


13.1 Distributor understands that the Products, Demo Software, Diagnostic Software and Spare Parts are restricted by the United States Government from export to certain countries and certain organizations and individuals, and agrees to comply with such laws. MicroTech may periodically audit and review Distributor's records, export and sale activity in order to ensure compliance with such laws and regulations. This paragraph does not give Distributor the right to sell outside the Territory without the prior written agreement of MicroTech.

13.2 The Distributor agrees to maintain complete records of its disposition of all Products and related technical data, showing at least User name, ultimate destination, Product model, serial number and date of sale, lease, license or other disposition of all Products and related technical data and to make these records available to MicroTech or any accredited representative of the United States Government on request.

13.3 Distributor agrees to comply with the United States Foreign Corrupt Practices Act and all the applicable laws and regulations of the United States, the government of the Territory and any other government with jurisdiction over the Distributor.

13.4 Distributor hereby represents and warrants that any Products, Demo Software, Demo Systems, Diagnostic Software and Spare Parts provided pursuant to this Agreement shall not be used for any nuclear, chemical/biological warfare, a missile end-use or training related thereto.


Distributor and MicroTech agree that the validity, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America. The parties agree that the Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.


15.1 Demo Software: Those Licensed Programs delivered to Distributor for use in soliciting sales from potential customers. 15.2 Demo System: A computer system together with Demo Software for use in soliciting sales from potential customers.

15.3 Diagnostic Software: MicroTech proprietary diagnostic software packages including any refreshes, revisions, releases or other updates and any related documentation provided by MicroTech to Distributor to assist Distributor in the performance of its Maintenance and Support Services under this Agreement.

15.4 Hardware: The equipment and/or hardware component of the Products.

15.5 Installation Report: A report in the format determined by MicroTech showing User name, installation location, Products installed, and the User application for the Products and such other information as MicroTech may reasonably request.

15.6 Licensed Programs: The software component of the Products consisting of computer programs in machine readable form and associated documentation, including any refreshes, revisions, releases or other updates. Any hardware device provided with such software component for software security purposes is included in the definition of a Licensed Program.

15.7 Price List: The applicable price list provided to Distributor which may be amended by MicroTech from time to time.

15.8 Products: The computer software ("Licensed Programs") and computer hardware ("Hardware") comprising the product line (s) which Distributor is eligible to distribute as set forth in Schedule A MicroTech may add or remove items from the Product List at any time and may alter or discontinue any of the Products at any time without notice.

15.9 Spare Part (s): Shall mean the hardware spare part (s) components and subassemblies sold by MicroTech for Distributor's use in performing Maintenance and Support Services hereunder.

15.10 User: Each third party to whom the Distributor distributes Products for use by such third party, in accordance with the User License.

15.11 User License: The applicable written form of agreement under which Distributor shall license Licensed Programs to Users, as set forth in Exhibit A


16.1 This Agreement is the exclusive statement of the terms and conditions between the parties with respect to its subject matter as of its date, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral.

16.2 The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

16.3 This Agreement is written in the English language which shall be the official language governing any interpretation of the Agreement.

16.4 MicroTech and Distributor shall not be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of Nature, or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. The time for performance of such terms shall be suspended for the duration of such force majeure up to (--) months, on which MicroTech may elect to terminate this Agreement on (--) days prior written notice provided such conditions continue to exist. This provision shall not be construed as relieving either party from its obligation to pay any sums due the other party.

16.5 Any notices provided for under this Agreement shall be deemed given when sent by mail or telefax to the other party to the following address:

If to the Distributor:

or to such different address as either party may designate from time to time to the other pursuant to this Section.

16.6 This Agreement may not be assigned, transferred, or delegated, in whole or part, by Distributor for any reason whatsoever without MicroTech's prior written consent. MicroTech shall have the right to assign this Agreement or any order or specific rights and duties hereunder to any subsidiary or affiliate of MicroTech.

16.7 In the event that any singular part of this contract is held to be invalid, all other remaining parts remain in force.

16.8 Sections 6.6, 8, 9, 10.4, 10.5, 12.6, 13, 14, 15 and 16 shall survive termination or expiration of this Agreement.

IN WITNESS WHEREOF, MicroTech and Distributor hereby duly execute this Agreement on the date first above written.

MicroTech Inc. Distributor: _____________________

By: ________________________

By: _________________________



*** If Required By State Law ***

This Section for Notary:


State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________

My commission expires: _____