Preferred Reseller Distribution Agreement
Category: Reseller Agreement
PREFERRED RESELLER
DISTRIBUTION AGREEMENT
This Distribution Agreement (the “Agreement”), effective as of the Effective Date (as defined below), is entered into by and between Transcosmos, Inc. a company incorporated in Japan, having a principal place of business at 3-25-18, Shibuya, Shibuya-ku, Tokyo, Japan 150-8530 (“Transcosmos”), and NetSuite Kabushiki Kaisha, a Japanese corporation that has been incorporated in Japan as described more fully in Section 1.1 of the Share Purchase Agreement (as defined below) (“NetSuite KK”) (each a “Party” collectively the “Parties”).
RECITALS
A. NetSuite, Inc. (“NetSuite”), a California corporation, has developed and hosts a suite of software products that includes enterprise resource planning, customer relationship management, E-commerce, employee management, and collaboration capabilities, and is in the business of making such products available, as an application service provider, for use by customers that access such products over the Internet.
B. NetSuite established NetSuite KK for the purpose of providing NetSuite products and services in Japan directly and indirectly through resellers.
C. Transcosmos has developed an extensive marketing organization and customer base in Japan for information technology and processing products and services.
D. NetSuite and NetSuite KK desire to have NetSuite’s products and services marketed in Japan by Transcosmos, and Transcosmos desires to market such products and services, all on the terms and conditions below.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows:
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DEFINITIONS |
1.1 “Affiliate” shall mean any entity which controls, is controlled by or is under common control with a Party, for so long as such control exists. For purposes of this definition, “control” means beneficial ownership of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, the corresponding managing body).
1.2 “Authorized Reseller” shall mean a third party meeting the criteria to act as a reseller of the Product for Transcosmos in accordance with Section 3.3.
1.3 “Change of Control” shall mean, with respect Transcosmos, any transaction or series of related transactions that constitute: (i) any merger, consolidation, share exchange, recapitalization, business combination or other transaction to which Transcosmos is subject resulting in the exchange of the outstanding shares of Transcosmos for securities or consideration issued, or
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