DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is made by and between ▇▇▇▇▇▇▇▇▇▇
Enterprises, Inc., a California corporation with its principal place of business
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇▇") and
Hucom Incorporated
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located at: SKT building ▇-▇-▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇
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("Distributor")
WHEREAS, ▇▇▇▇▇▇▇▇▇▇ is in the business of developing, manufacturing, marketing
and supporting hardware and software internetworking products; and
WHEREAS, ▇▇▇▇▇▇▇▇▇▇ is relying upon Distributor to provide added-value to the
marketing and distribution of the products through Distributor's knowledge of
the relevant technology and market which relate to the products, its account
management capabilities, and/or its marketing of complimentary products; and
WHEREAS, The parties wish to enter into a business arrangement whereby
Distributor shall be granted the limited right and license to market,
distribute, and resell/sublicense certain ▇▇▇▇▇▇▇▇▇▇ products, in accordance
with the terms and conditions contained herein,
NOW THEREFORE, In consideration of the mutual promises and obligations herein
made and undertaken, the parties agree to be legally bound as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings
indicated below:
1.1 "PRODUCTS" shall mean the ▇▇▇▇▇▇▇▇▇▇ proprietary hardware and software
products, as more fully described and set forth in Exhibit A, attached hereto
and incorporated by reference. "Products" shall also include all User's Manuals
and other documentation and materials developed or created by or for ▇▇▇▇▇▇▇▇▇▇
for use in connection with the
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marketing, support or end-use of the Products. Products may be added, modified
or discontinued by ▇▇▇▇▇▇▇▇▇▇ in accordance with Section 2.2 herein.
1.2 "TERRITORY" shall be as specifically set forth in Exhibit B, attached
hereto and incorporated by reference.
1.3 "AUTHORIZED DEALER" shall mean all ▇▇▇▇▇▇▇▇▇▇ approved resellers, dealers
or other agents engaged by Distributor to contribute to the marketing and
distribution of the Products within the Territory. Authorized Dealers shall be
subject to the requirements set forth in Section 2.3 herein.
1.4 "END USER" shall mean any customer (person or entity) who as a result of
the marketing and distribution efforts of Distributor or an Authorized Dealer,
obtains and uses any of the Products for the purpose of fulfilling its own
internal internetworking needs.
1.5 "END USER AGREEMENT" shall mean the written sale and license agreement
terms and conditions (in whatever form) contained in the packaging and User's
Manual of each Product, from which the End User obtains the limited right to use
the Products.
2. GRANT OF DISTRIBUTION RIGHTS; RELATIONSHIP OF PARTIES
2.1 GRANT. Subject to the terms and conditions contained herein, ▇▇▇▇▇▇▇▇▇▇
hereby grants to Distributor, and Distributor hereby accepts from ▇▇▇▇▇▇▇▇▇▇,
the non-exclusive, non-transferable right and license to use the Products in
order to demonstrate, market, distribute, resell and sublicense the Products
solely to Authorized Dealers within the Territory.
2.2 RESERVED RIGHTS. All rights not specifically granted to Distributor
hereunder are expressly reserved by ▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ further reserves the
right sell or license Products directly, or by way of other distributors, OEM's
or resellers, to End Users within the Territory. Except as expressly provided
hereunder in connection with the marketing, reselling and sublicensing of the
Products, ▇▇▇▇▇▇▇▇▇▇ does not convey any ownership or intellectual property
rights (including but not limited to patents, copyrights and/or trade secrets)
to Distributor. ▇▇▇▇▇▇▇▇▇▇ further specifically reserves the right, using its
business judgment and at its sole discretion, to modify Products or discontinue
the marketing and distribution of any Product. Such Product modification or
discontinuance will be effective upon thirty (30) days prior written notice to
Distributor.
2.3 AUTHORIZED DEALER. The engagement of Authorized Dealers by Distributor
shall be undertaken in strict accordance with the following:
(a) Distributor will provide ▇▇▇▇▇▇▇▇▇▇ with advance notice of, and all
reasonably relevant information concerning, a prospective Authorized Dealer.
▇▇▇▇▇▇▇▇▇▇ will have ten (10) business days from such notice to evaluate and
accept or reject the prospective
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Authorized Dealer. Acceptance of the Authorized Dealer will not be unreasonably
withheld by ▇▇▇▇▇▇▇▇▇▇.
(b) All Authorized Dealers will be required to execute written agreements
with Distributor, the terms and conditions of which shall be consistent with
this Agreement, or upon other terms and conditions approved in writing by
▇▇▇▇▇▇▇▇▇▇. All such agreements will be subject to review by ▇▇▇▇▇▇▇▇▇▇ upon
request.
(c) Distributor will be entirely responsible for the performance,
management and payment of Authorized Dealers, and shall take all reasonable
measures to ensure that Authorized Dealers comply with the obligations as
created in their respective agreements, and as set forth in this Agreement.
Nothing contained in this Section 2.3(c) shall be deemed to create any agency,
distribution or other similar relationship between ▇▇▇▇▇▇▇▇▇▇ and any Authorized
Dealer.
(d) Distributor shall treat Authorized Dealers equitably and shall not
discriminate unlawfully among them as to pricing, terms and conditions,
allowances, services and other material terms.
2.4 RELATIONSHIP OF THE PARTIES. The relationship of ▇▇▇▇▇▇▇▇▇▇ and
Distributor established by this Agreement is that of licensor and licensee, each
to constitute an independent contractor. Nothing in this Agreement shall be
construed to give either party the power to direct or control the daily
activities of the other party, or to constitute the parties as principal and
agent, employer and employee, franchiser and franchisee, partners, joint
venturers, co-owners, or otherwise as participants in a joint undertaking.
▇▇▇▇▇▇▇▇▇▇ and Distributor understand and agree that, except as specifically
provided in this Agreement, ▇▇▇▇▇▇▇▇▇▇ does not grant Distributor the power or
authority to make or give any agreement, statement, representation, warranty, or
other commitment on behalf of ▇▇▇▇▇▇▇▇▇▇, or to enter into contract or otherwise
incur any liability or obligation, express or implied, on behalf of ▇▇▇▇▇▇▇▇▇▇,
or to transfer, release, or waive any right, title or interest of ▇▇▇▇▇▇▇▇▇▇'▇.
3. ORDER PROCEDURE; SHIPMENT AND DELIVERY
3.1 PURCHASE ORDERS. All Products purchased/licensed by Distributor from
▇▇▇▇▇▇▇▇▇▇ will require the issuance by Distributor to ▇▇▇▇▇▇▇▇▇▇ of a written
"Purchase Order." Purchase Orders shall specify Product and quantities to be
shipped, the purchase/license fees, the method of shipment and requested
delivery date, as well as any other information that Distributor believes is
relevant. All Purchase Orders are subject to "Acceptance" by ▇▇▇▇▇▇▇▇▇▇. Such
Acceptance will not be unreasonably withheld by ▇▇▇▇▇▇▇▇▇▇ and will be presumed,
unless ▇▇▇▇▇▇▇▇▇▇ notifies Distributor of its non-acceptance within ten (10)
business days of its receipt of the Purchase Order. The terms and conditions of
this Agreement will control each Purchase Order Accepted and Product shipment by
▇▇▇▇▇▇▇▇▇▇. Any terms and conditions appearing on the face or reverse side of
any Purchase Order which differ from or add to the terms and conditions
contained herein will
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not be binding upon the parties, even if signed and returned, unless both
parties agree in a separate writing to be bound by such amended terms and
conditions.
3.2 ORDER VOLUME. Distributor may order any volume of Products. ▇▇▇▇▇▇▇▇▇▇
will use all reasonable efforts to promptly ship the quantity of Products
ordered by Distributor. Should Product orders exceed ▇▇▇▇▇▇▇▇▇▇'▇ available
inventory, ▇▇▇▇▇▇▇▇▇▇ will allocate its available inventory and make delivery on
a basis it deems equitable in its sole discretion and without liability to
Distributor on account of the method of allocation chosen or its implementation.
3.3 ▇▇▇▇▇▇▇▇▇▇ CANCELLATION. ▇▇▇▇▇▇▇▇▇▇ reserves the right to cancel or
suspend any Product orders placed by Distributor and Accepted by ▇▇▇▇▇▇▇▇▇▇ or
refuse or delay shipment thereof, if Distributor fails: (i) to make payment as
provided for herein or in any ▇▇▇▇▇▇▇▇▇▇ invoice, or (ii) to otherwise
materially comply with the terms and conditions of this Agreement.
3.4 DISTRIBUTOR CANCELLATION. Once a Purchase Order has been Accepted by
▇▇▇▇▇▇▇▇▇▇, it may not be canceled by Distributor unless: (i) ▇▇▇▇▇▇▇▇▇▇ has
failed to ship the Product order, or any portion thereof, within ten (10)
business days of the date of its confirmed delivery date, and (ii) Distributor
provides ▇▇▇▇▇▇▇▇▇▇ with prior written notice of such cancellation.
3.5 SHIPMENT; DELIVERY. All Products will be shipped by ▇▇▇▇▇▇▇▇▇▇, "F.O.B.
▇▇▇▇▇▇▇▇▇▇'▇ point of shipment." Delivery will be made to Distributor's
identified location. Unless specified in Distributor's Purchase Order,
▇▇▇▇▇▇▇▇▇▇ will select the mode of shipment and the carrier. Distributor will
be responsible for and shall pay all shipping, freight and insurance charges, as
applicable. All such charges will be set forth separately on ▇▇▇▇▇▇▇▇▇▇'▇
invoice to Distributor.
3.6 PARTIAL DELIVERY. Unless Distributor clearly advises ▇▇▇▇▇▇▇▇▇▇ to the
contrary, in writing, ▇▇▇▇▇▇▇▇▇▇ may make partial delivery on Distributor's
Product orders, to be separately invoiced and paid for when due. Delay in
delivery of any installment will not relieve Distributor of its obligation to
accept the remaining deliveries, unless such deliveries are canceled pursuant to
Section 3.4 of this Agreement.
3.7 STOCK ROTATION. In order to promote the maximum distribution of the
Products in the Territory, Distributor shall have the limited right to return
Products to ▇▇▇▇▇▇▇▇▇▇, in exchange for replacement Products, in accordance with
the following:
(a) On a once per quarter basis, Distributor may elect to exchange up to
twenty-five percent (25%) of the total dollar value (at Distributor's discount)
of the Products currently in its inventory;
(b) Distributor must issue to ▇▇▇▇▇▇▇▇▇▇ an "Offset P.O.," which clearly
sets forth the Products to be returned and the replacement Products being
requested;
(c) ▇▇▇▇▇▇▇▇▇▇ has the right to reject or partially accept an Offset P.O.,
based upon the availability of the replacement Products requested.
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(d) Returned Products must be new or unused, and unopened in their
original packaging.
4. PRICING, DISCOUNTS AND PAYMENT
4.1 PRICING AND DISCOUNTS. Distributor shall purchase/license the Products at
the prices and at the applicable discounts set forth in Exhibit C, attached
hereto and incorporated by reference. All prices, which are set forth in the
▇▇▇▇▇▇▇▇▇▇ "End User U.S. Price List," are in U.S. dollars. ▇▇▇▇▇▇▇▇▇▇
reserves the right to revise the End User U.S. Price List, at its sole
discretion, and to publish new price schedules from time-to-time, provided
that: (i) ▇▇▇▇▇▇▇▇▇▇ provides Distributor with thirty (30) days prior written
notice of the prospective price revision, and (ii) that all Purchase Orders
submitted by Distributor during this thirty (30) day term will be accepted at
the pre-revised price level. ▇▇▇▇▇▇▇▇▇▇ further agrees that the prices
charged to Distributor shall not exceed the prices charged to any other
Distributor in the same or essentially similar circumstances. Distributor is
free, at its sole discretion and business judgement, to set any price on the
resale/sublicensing of the Products to its Authorized Dealers.
4.2 TAXES. Other than income taxes based upon the net income of ▇▇▇▇▇▇▇▇▇▇,
all Product prices are exclusive of any applicable taxes. Distributor shall
pay all such taxes, and will reimburse ▇▇▇▇▇▇▇▇▇▇ for any such payments, upon
invoice from ▇▇▇▇▇▇▇▇▇▇. If applicable, Distributor will supply ▇▇▇▇▇▇▇▇▇▇
with an appropriate tax exemption certificate in a form satisfactory to
▇▇▇▇▇▇▇▇▇▇.
4.3 PAYMENT. Upon Acceptance of a Distributor Purchase Order, ▇▇▇▇▇▇▇▇▇▇ will
promptly invoice Distributor. Distributor shall pay for Products within
thirty (30) days after the date of such invoice, or on such terms as may be
mutually agreed otherwise and specified in the invoice. At ▇▇▇▇▇▇▇▇▇▇'▇
option, shipments may be made on credit terms in effect at the time a
Purchase Order is Accepted. ▇▇▇▇▇▇▇▇▇▇ reserves the right, upon written
notice to Distributor, to declare all sums immediately due and payable in the
event of a breach by Distributor of any of its obligations to ▇▇▇▇▇▇▇▇▇▇,
including the failure of Distributor to comply with credit terms and
limitations. ▇▇▇▇▇▇▇▇▇▇ further reserves the right to vary, change or limit
the amount and duration of credit to be allowed to Distributor, either
generally or with respect to a particular Purchase Order.
4.4 INTEREST. Interest shall accrue on all delinquent amounts owed by
Distributor to ▇▇▇▇▇▇▇▇▇▇ at the rate of 1.5 percent (1.5%) per month, or the
maximum rate permitted by applicable law, whichever is less.
4.5 DISTRIBUTOR FINANCIAL CONDITION. Distributor represents and warrants that
it is, and at all times during the term of this Agreement shall remain, in
good financial condition, solvent and able to pay its bills when due.
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5. TERM AND TERMINATION; OBLIGATIONS UPON TERMINATION
5.1 TERM. This Agreement shall become effective on the date of full execution
by the parties hereto (the "Effective Date"), and shall continue for an
initial term of one (1) year, subject to prior termination as outlined in
Section 5.2 below. Thereafter, this Agreement shall be renewed for any
additional terms only as agreed to by the parties.
5.2 TERMINATION. Notwithstanding Section 5.1 above, this Agreement may be
terminated by either party (or mutually) upon occurrence of the following
events:
(a) Mutual agreement between the parties;
(b) Effective immediately and without requirement of notice, either party
may, at its option, terminate this Agreement and/or suspend its performance
in the event that: (i) the other party files a petition in bankruptcy, or
files a petition seeking any reorganization, arrangement, composition or
similar relief under any law regarding insolvency or relief for debtors, or
makes an assignment for the benefit of creditors; (ii) a receiver, trustee or
similar officer is appointed for the business or property of such party;
(iii) any involuntary petition or proceeding under bankruptcy or insolvency
laws is instituted against such party and not stayed, enjoined or discharged
within sixty (60) days; or (iv) the other party adopts a resolution for the
discontinuance of its business or for its dissolution.
(c) Either party may terminate this Agreement if the other party commits a
material breach of any of the terms and conditions hereunder which remains
uncured for a period of thirty (30) days after notice to the breaching party
specifying the nature of the material breach and the non-breaching parties'
intention to terminate.
5.3 OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement,
Distributor may continue to fulfill all outstanding Purchase Orders existing
prior to the date of termination and distribute all existing inventories of
Products, but Distributor shall otherwise discontinue all further marketing
and reselling efforts. Except in the case of termination by ▇▇▇▇▇▇▇▇▇▇
pursuant to Section 5.2(c) above, ▇▇▇▇▇▇▇▇▇▇ agrees to repurchase all
remaining undistributed inventory, at Distributor's price, less a twenty
percent (20%) "restocking fee." Notwithstanding termination of this
Agreement, the provisions of Sections 5.3, 5.4, 6.8, 8, 9, 10, 12, 13 and 14
shall survive termination and remain in full force and effect.
5.4 NO TERMINATION LIABILITY. Neither ▇▇▇▇▇▇▇▇▇▇ nor Distributor shall by
reason of termination or non-renewal of this Agreement be liable to the other
for compensation, reimbursement or damages on account of the loss of
prospective profits or anticipated sales, or on account of expenditures,
investments, leases, property improvements or commitments made in connection
with the business or goodwill or either party.
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6. OBLIGATIONS OF DISTRIBUTOR
6.1 BEST EFFORTS. Distributor agrees to use its best efforts to vigorously
demonstrate, market, distribute and resell/sublicense the Products to
Authorized Dealers within the Territory. This includes, but is not limited
to, the prompt performance of all of its obligations created hereunder.
Distributor shall develop and maintain a sufficient knowledge of the
industry, the Products and the market, and shall train a sufficient number of
personnel to fulfill such obligations. Distributor may advertise and promote
the Products in any form or media of Distributor's choice, provided that the
primary audience or circulation is located within the Territory. The parties
agree to cooperate in good faith concerning what actions are to be taken in
connection with Product "localization" or language translation. Distributor
shall make full use of all promotional materials supplied to it by
▇▇▇▇▇▇▇▇▇▇. The parties agree to coordinate all advertising and promotional
efforts, as may be mutually determined in good faith.
6.2 FINANCIAL RISK. All financial obligations and expenses associated with
Distributor's business, including operation of its offices and management
of its personnel and activities hereunder, shall be undertaken by Distributor
for its own account and at its own risk.
6.3 REPRESENTATIONS. Distributor agrees that it will not make any false or
misleading representations to Authorized Dealers, End Users, prospects or
other third parties, relating to ▇▇▇▇▇▇▇▇▇▇, its business and the Products.
Distributor further agrees that it will not make representations, warranties
or guarantees with respect to the specifications, features or functional
capabilities of the Products that are not consistent with ▇▇▇▇▇▇▇▇▇▇'▇
applicable User's Manuals, or other documentation, or any marketing
literature which describes the Products, including ▇▇▇▇▇▇▇▇▇▇'▇ limited
warranty and disclaimers.
6.4 CONFLICT OF INTEREST. Distributor agrees, during the term of this
Agreement and for a period of ninety (90) days thereafter, that it will not
represent or promote any products of a third party which are directly
competitive with the Products. Distributor further agrees that, during the
term of this Agreement, it will represent or promote the products of other
companies only if such promotion will not unfairly prejudice ▇▇▇▇▇▇▇▇▇▇'▇
business interests or create a conflict of interest in the handling of
▇▇▇▇▇▇▇▇▇▇'▇ proprietary of confidential information.
6.5 ▇▇▇▇▇▇▇▇▇▇ PACKAGING AND END USER AGREEMENTS. Distributor shall
distribute Products with all packaging, warranties, disclaimers and End User
Agreements (in whatever form) intact as shipped by ▇▇▇▇▇▇▇▇▇▇. Distributor
and its Authorized Dealers are strictly prohibited from: (i) attempting to
reverse engineer, decompile or disassemble any component of the Products, or
(ii) modifying, adapting, or altering the Products or packaging in any way,
unless expressly authorized in writing by ▇▇▇▇▇▇▇▇▇▇, or (iii) removing or
altering any patent, copyright, trademark or other proprietary or restricted
rights notice or legend contained on any Products.
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6.6 FORECASTS AND MARKET CONDITIONS. Distributor agrees that it will, on
a monthly basis, provide ▇▇▇▇▇▇▇▇▇▇ with forecasts of reasonably anticipated
business opportunities which can be foreseen for the prospective month.
Distributor shall further promptly advise ▇▇▇▇▇▇▇▇▇▇ of any market
information that may come to Distributor's attention relating to ▇▇▇▇▇▇▇▇▇▇,
its Products, market position or competitiveness; including any Authorized
Dealer, End User or competitor claims or charges. The parties agree that it
is in their mutual best interests to confer from time-to-time, as is
reasonably necessary, on matters relating to the market conditions of the
Territory, sales forecasting and Product planning.
6.7 REPORTS. Distributor agrees to submit to ▇▇▇▇▇▇▇▇▇▇, on a monthly basis,
a written report, to include:
(a) Full, clear and accurate records of (i) the past month's sales and
marketing activities; (ii) the name, address, contact person and site for all
Authorized Dealers, and (iii) all resale/sublicensing revenues; and
(b) the forecast and market information specified in Section 6.6 above; and
(c) Any other relevant information as may be reasonably requested by
▇▇▇▇▇▇▇▇▇▇ from time-to-time.
6.8 ▇▇▇▇▇▇▇▇▇▇ AUDIT RIGHTS. Distributor agrees to maintain, for at least one
year from the termination date of this Agreement, all records, contracts and
accounts relating to the distribution of the Products, and shall permit
examination thereof by authorized representatives of ▇▇▇▇▇▇▇▇▇▇, upon
reasonable notice and at reasonable times, at ▇▇▇▇▇▇▇▇▇▇'▇ sole expense, for
the purpose of ensuring Distributor compliance with the terms and conditions
contained in this Agreement.
6.9 COMPLIANCE WITH LOCAL LAWS. Distributor shall be exclusively responsible
at its own expense for compliance with all local laws relating to its
performance hereunder and the marketing and distribution of the Products.
Distributor agrees that it will indemnify and hold ▇▇▇▇▇▇▇▇▇▇ harmless from
any claim by a third party arising out of or relating to noncompliance with
local laws by Distributor and/or its Authorized Dealers.
6.10 Deleted.
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6.11 DISTRIBUTOR SUPPORT OBLIGATIONS. Distributor agrees that it will serve as a
representative in the Territory on behalf of ▇▇▇▇▇▇▇▇▇▇ for "first level"
technical support and maintenance issues that may arise in connection with the
use of the Products by Authorized Dealers and their End Users. Distributor will
be responsible for initial phone contact and issue identification and
resolution, and will further be responsible for the establishment of a program
to provide for replacements to Authorized Dealers and End Users for defective
Products. The parties agree to take reasonable actions to implement an efficient
technical support and maintenance program.
7. OBLIGATIONS OF ▇▇▇▇▇▇▇▇▇▇
7.1 TECHNICAL SUPPORT, ASSISTANCE AND COOPERATION. To assist Distributor in the
performance of its foregoing marketing and support obligations, and to
contribute to the mutual success of the parties to this Agreement, ▇▇▇▇▇▇▇▇▇▇
agrees to provide Distributor with the following:
(a) Technical support and assistance, either in person, by telephone,
electronically or by courier/mail/fax, depending upon the degree of need and the
surrounding circumstances. ▇▇▇▇▇▇▇▇▇▇ will, based upon the availability of
resources and personnel, promptly respond to all of Distributor's inquiries
relating to the Products and their technical performance;
(b) Authorized Dealers and End Users located in the Territory shall be
entitled to contact ▇▇▇▇▇▇▇▇▇▇'▇ Technical Support Group, located in Pleasanton,
California, directly by phone or electronically by E-mail, during ▇▇▇▇▇▇▇▇▇▇'▇
standard available support hours. All such support shall be provided in
accordance with the standard policies that ▇▇▇▇▇▇▇▇▇▇ has in place at the
time;
(c) Cooperation in the development of marketing and technical support
strategies within the Territory, which includes prompt response to Distributor
inquiries, meetings when deemed necessary and a good faith undertaking by
▇▇▇▇▇▇▇▇▇▇ to ensure adequate assistance is being provided by ▇▇▇▇▇▇▇▇▇▇ to
develop the Territory.
7.2 TESTING. ▇▇▇▇▇▇▇▇▇▇ shall test all Products before shipment to
Distributor.
8. LIMITED WARRANTIES; REMEDIES
8.1 RIGHT TO CONTRACT. ▇▇▇▇▇▇▇▇▇▇ warrants to Distributor that it owns all
necessary rights to the Products, including all intellectual property rights
associated therewith, to enable ▇▇▇▇▇▇▇▇▇▇ to: (i) enter into this Agreement and
perform its obligations hereunder, and (ii) authorize the use and
resale/sublicensing of the Products by Distributor.
8.2 LIMITED PRODUCT WARRANTY. ▇▇▇▇▇▇▇▇▇▇ warrants to Distributor, for a term of
fifteen (15) months from delivery of the Products to Distributor, that under
normal use and service (i) the hardware and software media shall be free from
any defects in materials and
10
workmanship, and (ii) the software will substantially perform the functions
described in the applicable Product User's Manual. The foregoing limited
warranty shall be passed-through to End Users for a term of one (1) year, as set
forth in the End User Agreement.
8.3 REMEDY. Distributor's sole remedy, and ▇▇▇▇▇▇▇▇▇▇'▇ sole obligation under
this limited warranty shall be, at ▇▇▇▇▇▇▇▇▇▇'▇ option, to repair or replace any
defective hardware or software media component, and/or to remedy any substantial
non-performance of the software to the functional descriptions set forth in the
applicable Product User's Manual.
8.4 WARRANTY DISCLAIMER. THE EXPRESS LIMITED WARRANTY STATED IN THIS SECTION 8
IS ▇▇▇▇▇▇▇▇▇▇'▇ SOLE AND EXCLUSIVE WARRANTY GRANTED TO DISTRIBUTOR AND ANY
AUTHORIZED DEALER, END USER OR OTHER THIRD PARTY IN CONNECTION WITH THE PRODUCTS
AND, TO THE EXTENT AUTHORIZED BY APPLICABLE LAW, ▇▇▇▇▇▇▇▇▇▇ SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.5 LIMITATION OF LIABILITY. IN THE EVENT THAT ▇▇▇▇▇▇▇▇▇▇ IS FOUND LIABLE FOR
DAMAGES BASED ON ANY BREACH OF THE FOREGOING LIMITED WARRANTY, ITS TOTAL
LIABILITY FOR DEFECTIVE PRODUCT SHALL NOT EXCEED THE DISCOUNTED PRICE/LICENSE
FEES PAID BY DISTRIBUTOR FOR SUCH DEFECTIVE PRODUCT.
9. CONFIDENTIALITY AND NON-DISCLOSURE
9.1 DEFINITION. "Confidential Information" shall mean any non-public data,
information or materials (oral, written or tangible) of unique value, which
is treated or identified by either party as proprietary or confidential.
Confidential Information shall include by example, but not be limited to,
information concerning the Products, the specific terms of this Agreement,
either parties' inventions, works of authorship, trade secrets, financial
information, customer or supplier lists, business plans, forecasts and
pricing strategies. Confidential Information shall not include information
which: (i) now or hereafter enters the public domain through no act of the
receiving party, (ii) was lawfully in the possession of or known to the
receiving party prior to its disclosure, (iii) is or becomes available
without restriction to the receiving party from a source independent of the
disclosing party, provided that such source is in lawful possession of and
has the legal authority to disseminate the information, (iv) is agreed in
writing to be unrestricted by the disclosing party.
9.2 OBLIGATIONS. During the performance of this Agreement, the parties may
disclose certain Confidential Information to each other in order to perform
their respective obligations. During the term of this Agreement and for a period
of three (3) years thereafter, each party shall use its best efforts to maintain
the security and secrecy of such
11
Confidential Information, and shall refrain from using, disclosing or otherwise
exploiting any Confidential Information for any purpose not specified herein.
All files, lists, records, documents and other tangible materials which contain
or refer to any Confidential Information shall be promptly returned or destroyed
(with such destruction certified in writing) upon termination of this Agreement.
10. ▇▇▇▇▇▇▇▇▇▇ PROPRIETARY RIGHTS
10.1 COPYRIGHTS AND TRADE SECRETS. Distributor acknowledges and agrees that the
Products are proprietary to ▇▇▇▇▇▇▇▇▇▇ (and/or its licensors), and are secured
by U.S. copyrights and certain international copyright treaties, and trade
secret laws. ▇▇▇▇▇▇▇▇▇▇ (and/or its Licensors) shall at all times retain title
to the Products and in the applicable intellectual property rights vested in the
Products. Except as specifically set forth herein, Distributor, Authorized
Dealers and End Users do not acquire any ownership or intellectual property
rights.
10.2 TRADEMARKS AND TRADENAMES. Distributor further acknowledges and agrees that
all ▇▇▇▇▇▇▇▇▇▇ trademarks and tradenames (and the goodwill associated therewith)
are the exclusive property of ▇▇▇▇▇▇▇▇▇▇ and that nothing contained in this
Agreement shall give to Distributor any rights, title and/or interest in the
trademarks or tradenames other than the limited right to use them in accordance
with the terms, conditions and intent of this Agreement. The parties agree to
cooperate in good faith concerning what actions are to be taken to secure
▇▇▇▇▇▇▇▇▇▇'▇ trademark or tradename rights within the Territory. Upon
termination of this Agreement, or upon request of ▇▇▇▇▇▇▇▇▇▇, Distributor shall
immediately discontinue use of all ▇▇▇▇▇▇▇▇▇▇ trademarks or tradenames.
11. INFRINGEMENT
11.1 INDEMNIFICATION. ▇▇▇▇▇▇▇▇▇▇ will defend or settle, at its own expense, but
under its sole direction and contingent upon prompt notice and Distributor's
total cooperation, any claim or action based upon an allegation that the Product
(in its unmodified form) supplied hereunder infringes any U.S. copyright or
trade secret held by a third party. ▇▇▇▇▇▇▇▇▇▇ will indemnify and hold
Distributor harmless from any resulting damages or costs (including reasonable
attorney's or experts fees)relating to such claim or action. If any Product
becomes (or in ▇▇▇▇▇▇▇▇▇▇'▇ opinion may become) the subject of such a claim or
action, ▇▇▇▇▇▇▇▇▇▇ reserves the right, at its option to: (i) procure the right
to continued use of the Products, (ii) modify or replace the Products so that
they become non-infringing with substantially the same functional capabilities;
or if the foregoing options cannot be reasonably accomplished, refund the fees
paid to ▇▇▇▇▇▇▇▇▇▇ by Distributor for the infringing Product.
11.2 LIMITATION. SECTION 11.1 ABOVE STATES THE ENTIRE OBLIGATION AND LIABILITY
OF ▇▇▇▇▇▇▇▇▇▇ WITH RESPECT TO ANY INFRINGEMENT ACTION INVOLVING THE PRODUCTS.
12
12. LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11 ABOVE, THE TOTAL LIABILITY OF
▇▇▇▇▇▇▇▇▇▇, INCLUDING BUT NOT LIMITED TO, LIABILITY, DAMAGES OR COSTS ARISING
OUT OF CONTRACT, TORT, LIMITED WARRANTY OR OTHER ACTIONS, SHALL IN NO EVENT
EXCEED THE DISCOUNTED PRODUCT SALE/LICENSE FEES PAID FOR BY DISTRIBUTOR FOR THE
PRODUCTS. IN NO EVENT SHALL ▇▇▇▇▇▇▇▇▇▇ BE LIABLE TO DISTRIBUTOR, AUTHORIZED
DEALERS OR END USERS, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY,
OR COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, REGARDLESS OF LEGAL THEORY,
EVEN IF ▇▇▇▇▇▇▇▇▇▇ HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ESSENTIAL
PURPOSE OF THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF ▇▇▇▇▇▇▇▇▇▇
ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT AND/OR THE RESALE OR
SUBLICENSING OF THE PRODUCTS.
13. ARBITRATION
Except for the right of ▇▇▇▇▇▇▇▇▇▇ to apply to a court of competent
jurisdiction for legal and/or equitable relief (including temporary
restraining orders, preliminary injunctions and/or permanent injunctions)
relating to a breach by Distributor of Sections 2, 6.5, 9 and 10 contained
herein, or to prevent irreparable harm pending the arbitration process, all
disputes arising out of or in connection with the execution, interpretation,
performance or non-performance of this Agreement, of which the parties hereto
are unable to resolve by way of good faith negotiations, shall be solely and
finally settled by arbitration. Such arbitration shall be conducted in
accordance with the Commercial Rules of the American Arbitration Association
(the "Rules"), provided however, that in the event of a conflict between the
Rules and the terms and conditions of this Agreement, the terms and
conditions of this Agreement will control. The place of arbitration shall be
San Jose, California, and the law applicable to the arbitration procedure
shall be the United States Federal Arbitration Act. To commence arbitration
of an applicable dispute, the party desiring arbitration shall notify the
other party in writing in accordance with the Rules. The parties agree to use
a single arbitrator, with a background in computer law. In the event that the
parties fail to agree upon the selection of the arbitrator within fifteen
(15) days after delivery of notice, the arbitrator will be selected by the
American Arbitration Association, upon request of either party. The
arbitrator shall have no power to add or detract from the agreements made by
the parties hereunder and may not make any ruling or award that does not
conform to the terms and conditions of this Agreement. The arbitrator shall
have no authority to award punitive or exemplary damages or any other damages
not measured by the prevailing party's actual damages. The arbitrator shall
specify the basis for any damage award and the type of damages awarded. The
parties agree that the award of the arbitrator shall be: (i) the sole and
exclusive remedy between
13
them regarding any claims, counterclaims or issues presented to the arbitrator,
(ii) final and subject to no judicial review, (iii) promptly payable in U.S.
dollars free of any tax, deduction or offset, and (iv) entered and enforced in
any court of competent jurisdiction, which shall include the Federal and state
courts within the State of California, USA. The prevailing party in the
arbitration proceedings shall be awarded reasonable attorney's fees, expert
witness fees, and costs and expenses incurred directly in connection with the
proceedings, unless the arbitrator shall for good cause determine otherwise.
14. GENERAL PROVISION
14.1 INTEGRATION; AMENDMENT; WAIVER. The parties hereby acknowledge and agree
that this Agreement is the complete and exclusive statement of agreement with
reference to the subject matter herein and supersedes all prior or
contemporaneous proposals, understandings, representations and/or other
communications (oral or written) between the parties. Neither of the parties is
entering into this Agreement on the basis of any representations or promises not
expressly contained herein. This Agreement may not be modified or amended,
including by custom, usage of trade or course of dealing, except by an
instrument in writing signed by duly authorized officers of both parties.
Performance of any obligation required of a party hereunder may be waived only
in writing by a duly authorized officer of the party accepting a waiver, and
shall be effective only with respect to the specific obligation described
therein. The waiver by either party of a breach of any obligation of the other
shall not operate or be construed as a waiver of any subsequent breach of the
same provision or any other provision of this Agreement.
14.2 SEVERABILITY. In the event that any Section or provision herein is found
invalid or unenforceable pursuant to judicial decree or decision, the remainder
of this Agreement shall remain enforceable according to its terms. WITHOUT
LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND
EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO
BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY
PROVIDED HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL
OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL
REMAIN IN FULL FORCE AND EFFECT.
14.3 ASSIGNMENT. Distributor is granted the distribution rights hereunder
because of the commitments and representations that Distributor is making in
this Agreement, and further because of ▇▇▇▇▇▇▇▇▇▇'▇ confidence in Distributor,
which confidence is personal in nature. As such, This Agreement shall not be
assignable by either party, without the prior written consent of the other
party, which consent will not be unreasonably withheld. Further, Distributor may
not delegate its duties hereunder without the prior written consent of
▇▇▇▇▇▇▇▇▇▇, which consent will not be unreasonably withheld Any attempt by
either party
14
to assign any of its rights or delegate any of its duties as stated above,
without the prior written consent of the other party shall be voidable at the
opinion of the non-assigning party. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇
shall be entitled to assign this Agreement, by operation of law, to a third
party entity, in the event that it is acquired or merged into such third party
entity.
14.4 FORCE MAJEURE. Neither party shall be liable to the other for failure or
delay in the performance of a required obligation if such failure or delay is
caused by an unforeseen circumstance which is beyond that party's reasonable
control, including by example but not strictly limited to, fire, earthquake,
flood or other natural disaster, war, riot or strikes; provided that such party
gives prompt written notice of the condition and resumes its performance as soon
as is reasonably possible.
14.5 NOTICES. Unless otherwise specifically provided, all notices required or
permitted hereunder shall be in writing and may be delivered in the following
from: (i) delivered personally, (ii) electronically via E-mail, (iii) by
overnight courier (eg Fed X or UPS), (iv) by fax, or (v) certified mail, return
receipt requested. Such notices shall be sent to the addresses set forth at the
beginning of this Agreement, or to the E-mail or fax numbers which may be in use
at the time. Notice shall be deemed given as of the date of its receipt by the
notified party.
14.6 COUNTERPARTS; HEADINGS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Headings and Sections
contained in this Agreement are for the purpose of reference only and shall not
restrict or affect the meaning of any term or condition contained therein.
14.7 ALLOCATION OF RISK. This Agreement allocates the risks of use of the
Products purchased and licensed hereunder between the parties, who recognize
and acknowledge that this allocation is fair and adequately reflected in the
purchase price/license fees payable, the limited warranties provided, the
limited remedies and the limitation of liability.
14.8 EXPORT LAW ASSURANCES. Distributor agrees and certifies that the Products
will not be shipped, transferred or exported, whether directly or indirectly,
into any country prohibited by the United States Export Administration Act and
the applicable regulations promulgated thereunder, and that use of the Products
by Distributor (and/or Authorized Dealers) will not be prohibited by such laws.
14.9 GOVERNING LAW; JURISDICTION; COSTS OF ACTION. This Agreement shall be
governed, construed and enforced under the laws of the State of California, USA.
The Federal and State courts within the State of California shall have exclusive
jurisdiction to adjudicate any applicable dispute (subject to the arbitration
provision contained in Section 13 herein), arising out of the performance of
this Agreement. Distributor hereby expressly consents to (i) the personal
jurisdiction and venue of such California courts, and (ii) service of process
being effected upon it by registered mail, return receipt requested. The parties
15
agree and expressly stipulate that the United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement. In any
action between the parties to enforce the terms and conditions herein, the
prevailing party shall be entitled to recover the costs of such action,
including reasonable attorney's fees, and expert witness costs.
IN WITNESS WHEREOF, THE PARTIES HAVE INDICATED THEIR CONSENT TO THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT THROUGH THE DULY AUTHORIZED SIGNATURES OF
THE OFFICERS SET FORTH BELOW.
DISTRIBUTOR HUCOM INCORPORATED ▇▇▇▇▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President of Internet Project Title: Vice President of Sales &
Marketing
Date: May 13, 1996 Date: 5/29/96
16
EXHIBIT A
PRODUCTS
All products listed in the ▇▇▇▇▇▇▇▇▇▇ ENTERPRISES US PRICE LIST dated February
1996. A copy is attached.
EXHIBIT B
TERRITORY
JAPAN
EXHIBIT C
PRODUCT PRICING AND DISCOUNTS
Distributor may purchase ▇▇▇▇▇▇▇▇▇▇ products at a discount of 35% from the
prices shown in the U S Price List dated May 1996.
The following products will receive a discount of 50% from the US Price List
dated May 1996
OR-HS
OR-LS
OR-M
IRX-111
IRX-112
IRX-114
IRX-211
PM2-R
MOD-IRX-1
MOD-IRX-3
---------
/s/ [Illegible] 5/13/96
-----------------------
17
U.S. PRICE LIST [LOGO]
--------------------------------------------------------------------------------
FEBRUARY 1996
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇ PortMaster-TM- Communications Servers, Office Routers, and IRX-TM-
Routers come with ▇▇▇▇▇▇▇▇▇▇'▇ ComOS-TM- operating code pre-loaded in flash
memory.
DIAL-IN/DIAL-OUT PORTMASTER COMMUNICATIONS SERVERS
--------------------------------------------------------------------------------
MODEL DESCRIPTION PRICE
--------------------------------------------------------------------------------
PM-2 PortMaster 2 with ten asynchronous serial ports (up to $2,495
115.2 Kbps per port), one parallel port, and one
Ethernet port (w/AUI, BNC, RJ-45 connectors).
--------------------------------------------------------------------------------
PM-2E-10 PortMaster 2E modular three-slot chassis with ten $2,695
asynchronous serial ports (up to 115.2 Kbps per port),
one parallel port, and one Ethernet port (w/AUI, BNC,
RJ-45 connectors)
--------------------------------------------------------------------------------
PM-2E-20 PortMaster 2E modular three-slot chassis with 20 $3,295
asynchronous serial ports (up to 115.2 Kbps per port),
one parallel port, and one Ethernet port (w/AUI, BNC,
RJ-45 connectors).
--------------------------------------------------------------------------------
PM-2E-30 PortMaster 2E modular three-slot chassis with 30 $3,750
asynchronous serial ports (up to 115.2 Kbps per port),
one parallel port, and one Ethernet port (w/AUI, BNC,
RJ-45 connectors).
--------------------------------------------------------------------------------
PM-25 PortMaster 25 with 25 asynchronous serial ports (up to $3,495
115.2 Kbps per port) using high-density port connectors,
and one Ethernet port (with AUI, BNC, RJ-45 connectors).
A ▇▇▇▇▇▇▇▇▇▇ cable (DC-HDM) or (DC-8DB) is needed for each
eight-port connector (three total). See page three for
PortMaster Communications Servers accessories. Includes
rack mount kit.
--------------------------------------------------------------------------------
MOD-10I-U Five BRI port ISDN expansion module for PortMaster $1,995
2E/2ER, with integrated NT1s. Includes one high density
(RJ-45 to ten wire) punchdown block cable.
--------------------------------------------------------------------------------
PM-2R PortMaster 2R with one synchronous routing port (up to $3,295
T1/E1), ten asynchronous serial ports (up to 115.2 Kbps
per port), and one Ethernet port (w/AUI, BNC, RJ-45
connectors). Includes one RS-232 to V.35 adapter cable.
--------------------------------------------------------------------------------
PM-2ER-10 PortMaster 2ER modular three-slot chassis with one $3,495
synchronous routing port (up to T1/E1), ten
asynchronous serial ports (up to 115.2 Kbps per port),
and one Ethernet port (w/AUI, BNC, RJ-45 connectors).
Includes one RS-232 to V.35 adapter cable.
--------------------------------------------------------------------------------
PM-2ER-20 PortMaster 2ER modular three-slot chassis with one $4,095
synchronous routing port (up to T1/E1), 20
asynchronous serial ports (up to 115.2 Kbps per port),
and one Ethernet port (w/AUI, BNC, RJ-45 connectors).
Includes one RS-232 to V.35 adapter cable.
--------------------------------------------------------------------------------
PM-2ER-30 PostMaster 2ER modular three-slot chassis with one $4,550
synchronous routing port (up to T1/E1), 30
asynchronous serial ports (up to 115.2 Kbps per port),
and one Ethernet port (w/AUI, BNC, RJ-45 connectors).
Includes one V.35 to RS-232 adapter cable.
--------------------------------------------------------------------------------
PORTMASTER OFFICE ROUTERS
--------------------------------------------------------------------------------
MODEL DESCRIPTION PRICE
--------------------------------------------------------------------------------
OR-M PortMaster Office Router with two WAN ports (one $1,395
asynchronous (up to 115.2 Kbps), one PCMCIA slot
supporting Type II V.34 or V.32 bis modems), and
one Ethernet port (with AUI, RJ-45 connectors).
Includes RJ-45 to DB-25 console and modem cable.
--------------------------------------------------------------------------------
OR-U PortMaster ISDN Office Router with one ISDN BRI $1,195
port with integrated NT1, one asynchronous port
(up to 115.2 Kbps), and one ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇, ▇▇-▇▇).
Includes RJ-45 to RJ-11 phone cable and RJ-45 to DB-25
console cable.
--------------------------------------------------------------------------------
IRX ROUTERS
--------------------------------------------------------------------------------
MODEL DESCRIPTION PRICE
--------------------------------------------------------------------------------
IRX-111 IRX Router with one synchronous port (up to T1/E1), one $2,395
asynchronous port (up to 115.2 Kbps), and one Ethernet
port (w/AUI, BNC, RJ-45 connectors). Includes one RS-232
to V.35 adapter cable.
--------------------------------------------------------------------------------
IRX-112 IRX Router with two synchronous ports (one at up to $2,695
T1/E1, one at up to 64 Kbps), one asynchronous port (up
to 115.2 Kbps), and one Ethernet port (w/AUI, BNC, RJ-45
connectors). Includes one RS-232 to V.35 adapter cable.
--------------------------------------------------------------------------------
IRX-114 IRX Router with four synchronous ports (two at up to $3,250
T1/E1, two at up to 64 Kbps), one asynchronous port
(up to 115.2 Kbps), and one Ethernet Port (w/AUI, BNC,
RJ-45 connectors). Includes one RS-232 to V.35 adapter
cable.
--------------------------------------------------------------------------------
IRX-211 Fire Wall IRX Router with one synchronous port (up to $3,195
T1/E1), one asynchronous port (up to 115.2 Kbps), and
two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇/▇▇▇, ▇▇▇, ▇▇-▇▇ connectors).
Includes one RS-232 to V.35 adapter cable.
--------------------------------------------------------------------------------
PORTMASTER COMMUNICATIONS SERVERS, OFFICE ROUTER AND IRX ROUTER SOFTWARE (NO
CHARGE)
Each PortMaster, Office Router, or IRX comes standard with PMconsole-TM-. Please
specify which platform.
PMCONSOLE ADMINISTRATION SOFTWARE
▇▇▇▇▇▇▇▇▇▇'▇ PMconsole utility provides an easy to use interface for installing
and administering ▇▇▇▇▇▇▇▇▇▇ PortMaster Communications Servers, Office Router,
and IRX Routers. One copy of PMconsole can manage ALL ▇▇▇▇▇▇▇▇▇▇ products
attached to a network. Specify the version of PMconsole from the list below for
a particular operating system when ordering a PortMaster Communications Server,
Office Router, or IRX Router. Note: all ▇▇▇▇▇▇▇▇▇▇ products can also be
administered via the Telnet protocol or from a local console.
----------------------------------------------------------------------------------------------------
ORDERING CODE DESCRIPTION PRICE
----------------------------------------------------------------------------------------------------
PM-SC PMconsole for Sun SPARC (1/4" cartridge tape) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-SF PMconsole for Sun SPARC (3.5"disk) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-DM PMconsole for DECstation Ultrix (8mm tape) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-RF PMconsole for IBM RS/6000 (3.5" disk) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-HP PMconsole for HP 9000 (4mm cartridge tape) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-HPC PMconsole for HP 9000 (1/4" cartridge tape) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-PC PMconsole for DOS (3.5" disk) No charge with system purchase
----------------------------------------------------------------------------------------------------
PM-WIN PMconsole for MS Windows 3.1 (3.5" disk) No charge with system purchase
----------------------------------------------------------------------------------------------------
ISDN PRODUCT ACCESSORIES
--------------------------------------------------------------------------------
CBL-HD45 20 ft. high density cable for 5-BRI module (10 pin $35
RJ-45 to ten wire, for punchdown block connection)
--------------------------------------------------------------------------------
▇▇▇-▇▇▇▇ ▇▇▇▇▇ ft. phone cable for ISDN line (RJ-45 to RJ-11) $10
--------------------------------------------------------------------------------
CBL-CDB45 Six ft. console cable for Office Router (RJ-45 to $20
DB-25-Female)
--------------------------------------------------------------------------------
CBL-MDB45 Sit ft. modem cable for Office Router (RJ-45 to DB-25-Male) $20
--------------------------------------------------------------------------------
PORTMASTER COMMUNICATIONS SERVERS ACCESSORIES
--------------------------------------------------------------------------------
PRODUCT CODE DESCRIPTION PRICE
--------------------------------------------------------------------------------
DC-HDM Three ft. modem cable (PM-25 high-density to (two) $125
US Robotics quad modem connectors)
--------------------------------------------------------------------------------
DC-8DB Four ft. modem fan-out cable (PM-25 high-density to $125
(eight) DB-25-Male)
--------------------------------------------------------------------------------
MOD-2E-10A Ten asynchronous port expansion module (ports S10-S19) $750
--------------------------------------------------------------------------------
MOD-2E-10B Ten asynchronous port expansion module (ports S20-S29) $750
--------------------------------------------------------------------------------
RACK-1 Rack Mount Kit (for PM-2, PM-2R, PM-2E, PM-2ER) $75
--------------------------------------------------------------------------------
MC-6 Six ft. DB-25-Male to DB-25-Male asynchronous modem $8
cable (for ▇▇-▇, ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇)
--------------------------------------------------------------------------------
MOD-101-U Five port ISDN BRI expansion module for PortMaster $1,995
2E/2ER, with integrated NT1s. Includes one high
density (RJ-45 to ten wire) punchdown block cable.
--------------------------------------------------------------------------------
IRX INTERNETWORK ROUTERS ACCESSORIES
--------------------------------------------------------------------------------
PRODUCT CODE DESCRIPTION PRICE
--------------------------------------------------------------------------------
MOD-IRX-1 One synchronous port (up to 64 Kbps) expansion module $395
--------------------------------------------------------------------------------
MOD-IRX-3 Three synchronous ports (one at up to T1/E1, two at up $1,095
to 64 Kbps) expansion module
--------------------------------------------------------------------------------
DC-6 Five ft. synchronous RS-232 to V.35 adapter cable for $49
IRX-series
--------------------------------------------------------------------------------
RACK-1 Rack Mount Kit (IRX, PM-2, PM-2E, PM-2R, PM-2ER) $75
--------------------------------------------------------------------------------
MC-6 Six ft. asynchronous modem cable (DM-25-Male to DB-25-Male) $8
--------------------------------------------------------------------------------
MANUALS (NEW!)
Each PortMaster Communications Server, Office Router, and IRX router is shipped
with manuals.
The following prices are for additional manuals.
--------------------------------------------------------------------------------
DOC-CONF Configuration Guide for PortMaster Products $50
--------------------------------------------------------------------------------
DOC-ADM- PMconsole for Windows Administrator's Guide $25
WIN
--------------------------------------------------------------------------------
DOC-HW- PortMaster Office Router Hardware Installation Guide $25
OR
--------------------------------------------------------------------------------
DOC-HW-PM Communications Server Hardware Installation Guide $25
--------------------------------------------------------------------------------
DOC-HW- Internetwork Router Hardware Installation Guide $25
IRX
--------------------------------------------------------------------------------
DOC-SET Documentation Set (DOC-CONF, DOC-ADM-WIN, DOC-HW-OR, $125
DOC-HW-PM, DOC-HW-IRX)
--------------------------------------------------------------------------------
PMCONSOLE AND TELEPATH ACCESSORIES
--------------------------------------------------------------------------------
PRODUCT CODE DESCRIPTION PRICE
--------------------------------------------------------------------------------
PM-SC PMconsole for Sun SPARC (1/4" cartridge tape) $105
--------------------------------------------------------------------------------
PM-SF PMconsole for Sun SPARC (3.5" disk) $65
--------------------------------------------------------------------------------
PM-PC PMconsole for PC-DOS (3.5" disk) $65
--------------------------------------------------------------------------------
PM-DM PMconsole for DECstation Ultrix (8mm tape) $85
--------------------------------------------------------------------------------
PM-RF PMconsole for IBM RS/6000 (3.5" disk) $65
--------------------------------------------------------------------------------
PM-HP PMconsole for HP 9000 (4mm cartridge tape) $105
--------------------------------------------------------------------------------
PM-HPC PMconsole for HP 9000 (1/4" cartridge tape) $85
--------------------------------------------------------------------------------
PM-TP TelePath remote node IPX client for DOS and user guide $95
--------------------------------------------------------------------------------
PM-WIN PMconsole for MS Windows 3.1 (3.5" disk) $65
--------------------------------------------------------------------------------
ETHERNET ACCESSORIE
--------------------------------------------------------------------------------
PRODUCT CODE DESCRIPTION PRICE
--------------------------------------------------------------------------------
TR-1 Transceiver with BNC connector (10Base2/thinnet) $95
--------------------------------------------------------------------------------
TP-1 Transceiver for twisted pair RJ45 (10BaseT) $85
--------------------------------------------------------------------------------
HUB-8 Eight-port Twisted Pair Hub with BNC connector $495
--------------------------------------------------------------------------------
TC-6 Six meter (20') AUI Transceiver Cable $50
--------------------------------------------------------------------------------
TC-15 15 meter (50') AUI Transceiver Cable $80
--------------------------------------------------------------------------------
EC-1 One meter (3') Thin Ethernet Coax Cable (m/m) $20
--------------------------------------------------------------------------------
EC-6 Six meter (20') Thin Ethernet Coax Cable (m/m) $25
--------------------------------------------------------------------------------
EC-15 15 Meter (50') Thin Ethernet Coax Cable (m/m) $35
--------------------------------------------------------------------------------
EC-30 30 Meter (100') Thin Ethernet Coax Cable (m/m) $45
--------------------------------------------------------------------------------
RC-6 Six ft. twisted Pair Ethernet Extension Cable (RJ45/RJ45) $5
--------------------------------------------------------------------------------
RC-10 Ten ft. twisted Pair Ethernet Extension Cable (RJ45/RJ45) $8
--------------------------------------------------------------------------------
RC-30 30 ft. Twisted Pair Ethernet Extension Cable (RJ45/RJ45) $15
--------------------------------------------------------------------------------
EH-1 Thinnet BNC "T" Connector $3
--------------------------------------------------------------------------------
EH-2 Two thinnet 50 Ohm BNC Terminators $10
--------------------------------------------------------------------------------
- Prices and specifications subject to change without notice.
- In addition to items noted, PortMaster Communications Servers, Office
Routers, and IRX Routers include documentation, one power cord, and one BNC
T-connector per Ethernet interface port.
- ▇▇▇▇▇▇▇▇▇▇'▇ warranty is one year for hardware and 90 days for software.
- ▇▇▇▇▇▇▇▇▇▇ provides free software updates and support for the life of the
PortMaster or IRX product
[LOGO-LETTERHEAD]
