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Document Preview Distributorship Agreement |
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Title: |
Distributorship Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 15KB of 51KB total |
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Price: |
$45 |
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ID: |
#1128637 |
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DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this the 5th day of April 2002 (the Effective Date) by and between CREE, INC., a corporation organized and existing under the laws of the State of North Carolina, U.S.A., having its principal place of business at 4600 Silicon Drive, Durham, North Carolina 27703 (Manufacturer), and SUMITOMO CORPORATION, a corporation organized and existing under the laws of Japan, having its principal place of business at [***], Tokyo 104-8610, Japan (Distributor).
Recitals
WHEREAS, Manufacturer is engaged in, among other things, the business of manufacturing and selling the products described herein; and
WHEREAS, Manufacturer desires to promote the sale of such products in the territories described herein; and
WHEREAS, Distributor is a trading company and desires to market and distribute the products in such territories, including having the exclusive right to distribute the products in Territory A, as defined below;
NOW, THEREFORE, the parties hereto, in consideration of the premises, covenants and undertakings herein contained, mutually agree as follows:
| 1. | DEFINITIONS |
| 1.1. | For purposes of this Agreement, the capitalized terms defined below and elsewhere in this Agreement have the meaning so defined, and such definitions apply to both singular and plural forms: |
| (a) | Products means both LED Products and Wafer Products. |
| (b) | LED Products means visible or ultraviolet light emitting diodes (LEDs) in die form which are fabricated by or for Manufacturer using Group III-nitride materials on silicon carbide wafers and which Manufacturer makes generally available to customers for purchase during the term of this Agreement. |
| (c) | Wafer Products means silicon carbide wafers, either without epitaxial layers or with silicon carbide epitaxial layers deposited thereon, made by or for Manufacturer and which Manufacturer makes generally available to customers for purchase during the term of this Agreement. |
| (d) | Territory A means the country of Japan. |
| (e) | Territory B means the countries of the Republic of China (Taiwan), the Republic of Singapore and the Republic of the Philippines. |
| (f) | Territory means both of Territory A and Territory B. |
| (g) | Liaison Office means the representative office to be established by Manufacturer, directly or through an Affiliate, in the Tokyo, Japan area pursuant to 6.1(b) of this Agreement. |
| (h) | Affiliate of a designated person means any person which controls, is controlled by, or is under common control with the named person, whether directly or through one or more intermediaries, where control means possession of the |
| [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. | ||
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Distributorship Agreement Dated April 5, 2002 |
Page 1 | |
| power to direct the management, operations or policies of the controlled person through stock ownership, contract or other arrangements. |
| 1.2. | For purposes of this Agreement, person shall be construed broadly to mean any individual, corporation, partnership or other legal entity. |
| 2. | TERM |
| 2.1. | Subject to Section 9.2, the term of this Agreement (the Term) shall extend for a period of three (3) years commencing June 23, 2002 and ending June 30, 2005, unless sooner terminated in accordance with the provisions of this Agreement. This Agreement will be legally binding on the parties when executed on behalf of both parties, notwithstanding the later commencement of the Term. |
| 2.2. | Subject to Section 9.2, the Term shall be renewed from year to year thereafter unless one party gives the other party a written notice electing not to renew this Agreement at least ninety (90) days prior to the expiration of the then existing term or any renewal thereof. |
| 2.3. | The parties acknowledge and agree that neither is obligated to continue its business relationship with the other after the effective date of any termination of this Agreement or the expiration date if this Agreement is not renewed. |
| 3. | DESIGNATION |
| 3.1. | Distributor will serve as the strategic partner and exclusive distributor of Manufacturer for distribution of Products in Territory A during the Term of this Agreement. Section 4.1 below defines the exclusive nature of Distributors appointment in Territory A. |
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