INGRAM
MICRO
Content Agreement
This agreement (Agreement) is made and entered into as of the
______ day of ________________, 199___ (The Commencement Date)
between Ingram Micro Inc., a Delaware corporation (Ingram), and
Camelot Distributing Inc. (Reseller).
The parties agree as follows:
1. Delivery and License. Pursuant to this Agreement, Ingram may
provide Reseller data and information, which may include text, music,
video, drawings and photographs that may be updated from time to
time, regarding Tech Notes II (collectively Content) for use by
Reseller including, but not limited to, display via the World Wide
Web, CD-ROM disk, and other electronic media. Ingram hereby grants
Reseller a non-exclusive, limited, worldwide license to use and
display to end users the Content. Reseller may, at its discretion,
make minor additions or minor deletions to data from the Content but
Reseller is not authorized to alter Content data or the fields or
data structure thereof. Any use, distribution, display or
transmission not expressly authorized in this Section 1 or to other
than Reseller's end users is a material breach of this Agreement and
Ingram may seek all available remedies at law and in equity.
2. Use. Reseller agrees that whether or not Ingram owns all
proprietary rights in materials and data comprising the Content,
Ingram owns the copyright in the selection, coordination,
enhancement, arrangement, and compilation of the Content, including
the fields and data structures thereof. Reseller will not use,
reproduce, display, transmit or redistribute the Content or the
selection, coordination, enhancement, arrangement, or compilation of
such Content or the fields and data structures thereof except as
expressly authorized pursuant to Section 1.
3. Warranties. Ingram warrants that it either is the owner of all
applicable rights necessary to provide the Content to Reseller or has
acquired all such necessary rights and permission from the owner(s)
of those rights. Ingram does not warrant that the distribution of
the Content will be uninterrupted or error free. Ingram shall not be
responsible for screening, editing, or monitoring the Content prior
to its delivery to Reseller.
4. No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, INGRAM MAKES NO OTHER WARRANTIES AND RESELLER ACKNOWLEDGES
THAT THE CONTENT IS DISTRIBUTED "AS IS". INGRAM HEREBY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED REGARDING THE
CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE
OF DEALING OR COURSE 0F PERFORMANCE.
5. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN,
UNDER NO CIRCUMSTANCES SHALL INGRAM BE LIABLE TO THE RESELLER OR ANY
THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OR INABILITY TO
USE THE CONTENT, OR ANY OTHER PROVISIONS OF THIS AGREEMENT, SUCH AS,
BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST
BUSINESS.
6. Indemnity. Each party will defend, indemnify, save and hold
harmless the other party and the officers, directors, agents,
affiliates, distributors, franchisees and employees of the other
party from any and all third party claims, demands, liabilities, cost
or expenses, including reasonable attorney's fees (''Liabilities''),
resulting from the indemnifying party's material breach of any duty,
representation, or warranty of this Agreement, except where
Liabilities result from the gross negligence or knowing and willful
misconduct of the other party.
7. Term and Termination. This Agreement shall be effective from the
Commencement Date for a period of one (1) year and shall
automatically renew on the anniversary unless terminated by written
notice of either party thirty (30) days prior to the expiration.
Either party may terminate this Agreement without cause upon thirty
(30) days written notice to the other party. Ingram may terminate
this Agreement for cause upon written notice which notice will
include a ten (10) day opportunity to cure. Upon termination
Reseller shall immediately cease all use and display of the Content
and upon request by Ingram promptly return all id documentation
embodying or relating to the Content.
8. Law. The validity, construction, and performance of this
Agreement will be governed by the substantive law of the State of
California, not including its law of conflicts of laws. If any
provision of this Agreement is held by a court of competent
jurisdiction to
be illegal, invalid, unenforceable, or otherwise contrary to law, the
remaining provisions of this Agreement shall remain in full force and
effect.
9. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other, unless that
assignment occurs in connection with the acquisition of substantially
all of a party's assets or by reason of a merger or corporate
reorganization.
10. Independent Contractors. The parties hereto hereby agree that
in the performance of their respective obligations hereunder, they
are, and shall be, independent contractors and not agents of each
other.
11. Waiver. The failure of either party to enforce or to exercise,
at any time or for any period of time, any term of or any right
arising pursuant to this Agreement does not constitute, and shall not
be construed as, a waiver of such term or right, and shall in no way
affect that party's right later to enforce or exercise it.
12. Confidential Information. Each party acknowledges that
confidential information may be disclosed to the other party during
the course of this Agreement. Each party agrees that it shall take
reasonable steps, at least substantially equivalent to the steps it
takes to protect its own proprietary information (at all times
executing at least reasonable care), during the period this Agreement
is in effect, three (3) years following expiration or termination of
this Agreement, to prevent the duplication or disclosure of
confidential information to other than by or to its employees or
agents who must have access to the confidential information to
perform such party's obligations hereunder.
13. Notices. All notices or other communications required to be
given hereunder shall be in writing and either delivered personally
or by mail or overnight courier to the parties at the address
provided by each party below, unless such address has been changed
and notice of such change has been delivered in accordance with this
provision. All notices so mailed shall be deemed received two (2)
days after postmark date.
14. Entire Agreement. The provisions of this Agreement or other
agreements authorizing Reseller to use the Content constitute the
entire Agreement between the parties as to the subject matter hereof.
No amendment, modification, or waiver of any provision of this
Agreement shall be effective unless it is set forth in a writing that
refers to the Agreement and provisions so affected and is executed by
authorized representatives of both parties.
_____________________________________________________________________
Agreed as of the Commencement Date stated above.
Reseller Ingram
Camelot Distributing Inc. Ingram Micro Inc.
17770 Preston Road 1600 E. St. Andrew Place
Dallas, Texas 75252 Santa Ana, California 92705
By: /s/ Daniel Wettreich By: /s/ Greg Hawkins
Title: CEO Title: Sr. Vice President Sales