270 Legal [Sample Agreements]

ALTIGEN COMMUNICATIONS INC.

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (”Agreement”) is made and entered into as of this 30 day of September, 2007 (the “Effective Date”) by and between ALTIGEN COMMUNICATIONS INC., a Delaware corporation, with principal offices at 4555 Fremont Blvd., Fremont, CA 94538 (”AltiGen”) and Jenne Distributors, Inc, a Ohio corporation, with principal offices at 33665 Chester Road, Avon, Ohio 44011 (”Distributor”).

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 Vendor means manufacturer of the products that sells to distributors and is responsible for creating end-user demand for the products.

1.2 Distributor means a Company that purchase directly from AltiGen and resells good to authorized dealers. The distributor may, with written approval of AltiGen, sell directly to entities that own and maintain their own equipment and networks (known as COAMs).

1.3 Dealer means any individual or entity which acquires the products from a distributor for the express purpose of resale to end customer or final purchaser, whether such resale is of the product as a stand-alone product, as bundled and sold with other software or hardware products, as integrated with other software or hardware products or as sold with associated services.

1.4 End User means a licensee who acquires Products for Internal Use (rather than distribution or resale) in accordance with the terms of an End-User License Agreement substantially in the form of the End-User License Agreement attached hereto as Exhibit A (the “End-User Agreement”).

1.5 Internal Use means use for purposes which do not directly produce revenue for the End User. “Internal Use” does not include timesharing.
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