fs1a1ex10vi_ea3sonasoft.htm


     

    EXHIBIT
10.6

     

    DISTRIBUTOR
AGREEMENT

     

    This
Distributor Agreement is entered into as of this 22nd day of February, 2008 (the
“Effective Date”) between Avnet Logistics U.S., LP, a Texas corporation having
its principal place of business at 2211 South 47th Street, Phoenix, Arizona
85034 (“Distributor”), and Sonasoft Corp, a California corporation., having its
principal place of business at 6489 Camden Avenue, San Jose,
California  95120-2850 (“Supplier”).

     

    
      	
              1.

            	
              APPOINTMENT/WORLDWIDE
      APPLICATION

            


    

     

    
      	
               
      

            	
              1.1

            	
              This
      Agreement states the only terms and conditions under which Distributor
      will purchase Products, meaning products sold to Distributor by Supplier,
      except for Product identification, quantity and shipping
      location.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Supplier
      grants to Distributor the non-exclusive right to distribute the Products
      worldwide (“Territory”)  Distributor’s international
      subsidiaries are authorized to purchase from Supplier’s
      subsidiaries.  Distributor is further authorized to resell
      Products globally and export the products to non-embargoed
      countries.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Supplier
      will not sell product to Distributor’s existing customers or sell custom
      Products used in Distributor’s integration project for new customers
      without Distributor’s express permission.  Products listed on
      Exhibit A are considered standard unless idenitified as custom Products by
      Supplier.

            


    

    


    2.         TERM

     

    
      	
               
      

            	
              2.1

            	
              The
      term of this Agreement will be twelve months from the Effective Date of
      this Agreement.  The Agreement is automatically renewed for
      additional one year periods at all anniversary dates unless this Agreement
      is otherwise terminated.

            


    

    


    3.         DUTIES
OF DISTRIBUTOR

     

    
      	
               
      

            	
              3.1

            	
              Distributor
      will use reasonable commercial efforts to promote the sale of the Products
      within the Territory.

            


    

    


    4.         DUTIES
OF SUPPLIER

     

    4.1         At
no cost to Distributor, Supplier will provide:

     

    
      	
               
      

            	
              a)

            	
              Information.  Sufficient
      quantities of marketing materials for sales programs and any other
      information Distributor reasonably requests regarding the
      Products.

            


    

     

     b)      Training.  Adequate
training.

     

    
      	
               
      

            	
              c)

            	
              Technical Support and
      Contact Information.  Technical support for all
      Products.  Supplier’s technical support contact information,
      procedures for escalation of technical questions and other resource
      information Distributor reasonably
requests

            


    

     

    
      	
               
      

            	
              d)

            	
              Certificates of
      Origin.  Supplier will provide Certificates of Origin for
      the Products in the form Distributor requests and Supplier will promptly
      update such Certificates.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Supplier Quality
      Handbook.  Supplier will make best efforts to attain the
      goals established in the Avnet Supplier Quality Handbook as may be amended
      from time to time.  Supplier will work with Distributor to
      establish improvement plans and performance milestones in those areas when
      Supplier falls under the published
goal.

            


    

     

    4.3       Ethical
Practices. 
Supplier will:

     

    a)     conduct
business in a manner that reflects favorably upon Distributor’s goodwill and
reputation;

     

    b)     avoid
deceptive, misleading or unethical practices;

     

    c)     make
no false or misleading representations with regard to Distributor;
and

     

    
      	
               
      

            	
              d)

            	
              not
      solicit orders from any other Distributor that Supplier has knowledge
      engages in illegal or deceptive trade practices or any other practices
      prohibited under this Agreement.

            


    

     

    5.         PRICE/PRICE
CHANGE

     

    
      	
               
      

            	
              5.1

            	
              Pricing.  Distributor
      will pay the prices for Products as set forth in Exhibit A.  If
      Distributor’s Purchaser has special pricing from Supplier, Supplier will
      honor this price to Distributor.  Supplier may change the prices
      contained in Exhibit A, but the change will not be effective to
      Distributor unless Supplier gives at least thirty (30) days advance
      written notice to Distributor.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Price
      Decrease.  If Supplier decreases the price
      of any Product, Supplier will credit Distributor the difference between
      the price paid by Distributor and the decreased price multiplied by the
      amount of affected Products in Distributor’s inventory, in transit from
      Supplier, or sold by Distributor during the sixty (60) days prior to such
      decrease.  Supplier will invoice Distributor for any unshipped
      Products and pending Purchase Orders at the decreased
      price.  All Products shipped on or after the effective
      date of any price decrease will be shipped and invoiced at the price in
      effect at the time of shipment.

            


    

     

     

    
      
        DISTRIBUTOR
AGREEMENT                                                                                                  (Rev.
08/07)

        
        

      

      
        Page 1

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              5.3

            	
              Price
      Increase.  Supplier will ship and invoice all Products
      shipped after the effective date of any price increase at the price in
      effect at the time of order
placement.

            


    

    


    6.         TAXES

     

    
      	
               
      

            	
              6.1

            	
              All prices quoted are exclusive
      of all taxes.  Supplier will invoice Distributor for all taxes
      applicable to sales of the Products, itemized by type and jurisdiction,
      which Supplier is required by law to collect from Distributor,
      itemized by type and
jurisdiction.  

            


    

    


    7.         PAYMENT

     

    
      	
               
      

            	
              7.1

            	
              Invoicing and
      Payment.  Supplier will invoice Distributor via
      electronic or fax transmission no later than the business day after
      shipment or delivery of Products.  Such invoices will be due
      within sixty (60) days of the invoice date.  Distributor will
      also receive an additional two-percent (2%) discount if payments are made
      within fifteen (15) days from the invoice
date.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Credits.  Distributor
      has the right of offset against Supplier for programs, promotions, special
      pricing, rebates, and for any    Distributor returns
      as described in Section 11.

            


    

    


    8.         SHIPMENT/RISK
OF LOSS

     

    
      	
               
      

            	
              8.1

            	
              Packing and
      Labeling.  All packing materials and methods for Products
      will conform to standard commercial practices.  Supplier will
      ensure that the SKU on the packing slip matches the SKU on the price list
      and invoices.  Supplier will mark each Product (or with respect
      to software, the tangible media therefore) with mutually-agreed upon bar
      code labels.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Delivery.  Supplier
      is responsible for all freight and insurance charges.  Supplier
      will notify Distributor immediately of any delays or inability to deliver
      Product.

            


    

     

    
      	
               
      

            	
              8.3

            	
              Title and Risk of
      Loss.  Title (exclusive of the Supplier retained
      intellectual property rights in software) and risk of loss will pass to
      Distributor upon delivery of the Products to Distributor’s
      dock.  If Supplier ships directly to Distributor’s customer,
      title will pass upon shipment.

            


    

     

    


    9.         ORDERING
AND REPORTING

     

    
      	
               
      

            	
              9.1

            	
              Ordering.  If
      Supplier offers Distributor special pricing, additional discounts or any
      other terms pursuant to program offers, Distributor may adjust the prices
      of and discounts for Products in its Purchase Orders to reflect such
      terms.  Each Purchase Order will be deemed accepted by Supplier
      unless Supplier sends written notice to Distributor of the rejection
      within two (2) business days after transmission from
      Distributor.  Distributor will have no obligation to order any
      minimum quantity of Products.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Order
      Changes.  Distributor may cancel or reschedule standard
      Products any time prior to Supplier’s ship date without
      penalty.  Distributor may reschedule custom Products up to
      forty-eight (48) hours prior to the scheduled ship date but such
      reschedule will not exceed an additional sixty (60)
      days.  Distributor may not cancel custom Products within two (2)
      weeks of scheduled ship date.

            


    

    


    10.         WARRANTIES

     

    
      	
               
      

            	
              10.1

            	
              End User
      Agreements.  Supplier warrants that the end user license
      agreement or any agreement between Supplier and end user for Products sold
      through the two-tier distribution channel will be no less favorable than
      those provided for Products sold through a single-tier distribution
      channel or direct sales model.  Distributor makes no warranty to
      end users regarding the Products.  Distributor assumes no
      responsibility or liability for misuse or failure of Products to perform
      as Supplier specifies or failure of Supplier to perform
      services.  Supplier’s agreements with the end user solely
      control end users’ responsibilities and
rights.

            


    

     

    
      	
               
      

            	
              10.2

            	
              Warranties to
      Distributor.  Supplier warrants to Distributor and its
      customers that:

            


    

     

    
      	
               
      

            	
              a)

            	
              the
      Products conform to their published documentation and be free from defects
      in design, workmanship and materials under normal use for the life of the
      product;

            


    

     

    b)     
Supplier owns all right, title and interest in and to the Products and related
materials; and

     

    
      	
               
      

            	
              c)

            	
              no
      suit or proceeding is pending or threatened alleging that any Products,
      regardless of their combination with other components, infringe upon or
      misappropriate the intellectual property rights of any other person or
      entity; and

            


    

     

     

    
      
        DISTRIBUTOR
AGREEMENT                                                                                                    (Rev.
08/07)

        
        

      

      
        Page 2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              d)

            	
              the
      Products are in accordance with its standard warranty as set forth in
      Exhibit C.  Distributor is authorized to pass warranty through
      to Distributor's customers and to end users.  The warranty
      period, as stated in Exhibit C, begins to run upon delivery of the Product
      to the end user.  Either Distributor or reseller customer or end
      user may return any Product under the terms of the warranty but if
      Supplier requests that Distributor handle warranty returns, Distributor
      may charge Supplier with a handling fee for such returns;
    and

            


    

     

    
      	
               
      

            	
              e)

            	
              the
      Products sold under this Agreement comply with the ROHS and WEEE
      directives of the European Union, as well as the enabling directives of
      the pertinent member states, or other regulatory requirements, and that
      the Products are lead-free.

            


    

     

    
      	
               
      

            	
              10.3

            	
              Section
      10 and Exhibit C are deemed non-confidential and Distributor may reveal
      the content of Section 10 and Exhibit C to its
  customers.

            


    

    


    11.         STOCK
ROTATION AND OTHER RETURNS

     

    
      	
               
      

            	
              11.1

            	
              Return
      Rights.  Distributor may return to Supplier the following
      Products for credit at the invoice
price:

            


    

     

    
      	
               
      

            	
              a)

            	
              Inventory.  Products
      in Distributor’s inventory, whether or not in their original, sealed
      condition, if the aggregate dollar value of such Products does not exceed
      fifteen percent (15%) of Distributor’s purchases of Products during the
      ninety (90) days preceding such return.  For the first year of
      the contract, Distributor may return any Product in its inventory that is
      aged ninety (90) days or more.  Products would be required to meet
      the eligibility requirements for stock rotations.  Products
      returned under clauses (b) or (c) or (d) below do not count toward such
      limit.

            


    

     

    
      	
              b)  
        

            	
              End of Life/Obsolete
      and Functionally Discontinued Products.  If Supplier
      discontinues Products or makes Products obsolete, Supplier will notify
      Distributor at least thirty (30) days prior to the effective date of such
      change through Distributor’s electronic end of life notification
      system.  Distributor will then notify Supplier of the affected
      Products in its inventory for Supplier’s repurchase.  Within
      thirty (30) days of receipt of Distributor’s notice, Supplier will provide
      Distributor with instructions concerning return or destruction of the
      affected Products.

            


    

     

    
      	
              c)  
        

            	
              Dead On Arrival
      (DOA)/In Process Failures (IPF)/Defective
      Products.  Products that are non-operative or defective
      without any requirement to test for such defect or that do not
      operate.  Supplier will also provide funding in the amount of
      two percent (2%) of the value of Product sold to Distributor for
      Distributor to destroy or scrap defective
  product.

            


    

     

    
      	
              d)  
        

            	
              Recalled
      Products.  Products that are functional and not
      DOA/Defective Products but are recalled by
  Supplier.

            


    

     

    
      	
                     
      11.2

            	
              Charges.  Distributor
      will pay shipping and insurance costs for Products returned under Section
      11.1(a).  Distributor will ship all Products returned under to
      Section 11.1(b) or (c) with freight collect to Supplier, and Supplier will
      bear the costs of insurance.

            


    

     

     12.         INTELLECTUAL PROPERTY
INDEMNIFICATION.

     

    
      	
               
      

            	
              12.1

            	
              Supplier
      will indemnify, defend, and hold Distributor, its successors, assigns,
      customers and end-users harmless against all loss, damages, costs and
      expenses (including reasonable attorneys’ fees and costs of establishing
      rights to indemnification and any settlement) based on any claims,
      demands, suits, proceedings and actions (“Claims”), in connection with any
      alleged infringement of any patent, copyright, trademark, trade secret or
      other intellectual property right of a third party, including any Claims
      that the Product, or the process, design, or methodology used to
      manufacture the Product infringes any third party patent, copyright,
      trademark, trade secret or other intellectual property
    right.

            


    

     

    
      	
               
      

            	
              12.2

            	
              Distributor
      will provide Supplier with written notice of any such Claims, grant full
      authority to Supplier to defend and settle such Claims, and upon
      Supplier’s request, provide reasonable assistance and information, at
      Supplier’s reasonable cost and
expense.

            


    

     

    
      	
               
      

            	
              12.3

            	
              If
      a Product becomes the subject of a Claim or Distributor is enjoined from
      selling or using a Product, Supplier
will:

            


    

     

    
      	
               
      

            	
              a)

            	
              procure
      for Distributor the right to sell and use the
  Product;

            


    

     

    
      	
               
      

            	
              b)

            	
              provide
      Distributor with replacement or modified Product that is non-infringing;
      or

            


    

     

    
      	
               
      

            	
              c)

            	
              if
      Supplier is unable to provide the remedies in 12.3(a) or (b), refund the
      full purchase price for such
Product.

            


    

     

    
      	
               
      

            	
              12.4

            	
              Section
      12 is deemed non-confidential and Distributor may reveal the content of
      Section 12 to its customers.

            


    

     

    


    13.         GENERAL
INDEMNIFICATION

     

    
      	
               
      

            	
              13.1

            	
              Supplier
      will indemnify and hold the Distributor harmless of and from any and all
      liabilities, losses and damages (including costs, expenses and attorneys'
      fees, and costs of establishing rights to indemnification) resulting from
      any claim of any of Distributor's customers or any other third party,
      including employees of Distributor or Supplier, for death, personal
      injury, breach of warranty, or damage to property arising out of, or in
      any way connected with, the Products or the use or operation
      thereof.

            


    

     

    14.    INSURANCE

     

     

    
      
        DISTRIBUTOR
AGREEMENT                                                                                                    (Rev.
08/07)

        
        

      

      
        Page 3

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              14.1

            	
              Supplier
      will name Distributor as an additional insured on any and all product
      liability insurance policies it may have in effect with respect to any
      Products

            


    

     

    15.         LIMITATION
OF LIABILITY

     

    
      	
               
      

            	
              15.1

            	
              EXCEPT
      FOR SELLER’S LIABILITY UNDER SECTION 12, INTELLECTUAL PROPERTY
      INDEMNIFICATION, AND SECTION 17 CONFIDENTIALITY, UNDER NO CIRCUMSTANCES
      WILL DISTRIBUTOR OR SUPPLIER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT
      OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST
      PROFITS).  THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION
      IN LIMITING SUPPLIER’S LIABILITY.

            


    

    


    16.           TERMINATION

     

    
      	
               
      

            	
              16.1

            	
              Termination for
      Convenience.  Either party may terminate this Agreement
      without cause and at any time upon giving sixty (60) days prior written
      notice to the other party.  Such termination will be effective
      on the date stated in the notice.

            


    

     

    
      	
                     16.2

            	
              Termination for
      Cause.  Either party may terminate this Agreement
      immediately for cause in the event the other
  party:

            


    

     

    
      	
               
      

            	
              a)

            	
              Becomes
      insolvent; or

            


    

     

    
      	
               
      

            	
              b)

            	
              Assigns
      or transfers, either voluntarily or by operation of law, any or all of its
      rights or obligations under this Agreement without having obtained the
      prior written consent of the other party;
or

            


    

     

    
      	
               
      

            	
              c)

            	
              Upon
      the filing of a petition by or against it under any state or federal
      bankruptcy or insolvency law, fails to tender to the other party a
      guaranty of its obligations under this Agreement by a person, firm or
      other entity having a net worth of at least eight-five percent (85%) of
      its own net worth as of the commencement of this Agreement, such guaranty
      to be in a form satisfactory to the other party;
  or

            


    

     

    
      	
               
      

            	
              d)

            	
              Fails
      to perform any of its material obligations under this Agreement and fails
      to cure such default within thirty (30) days after written
      notice.

            


    

     

    
      	
               
      

            	
              16.3

            	
              Effects of
      Termination:

            


    

     

    
      	
               
      

            	
              a)

            	
              If
      Agreement is terminated, Supplier will repurchase any or all unsold
      Products in Distributor's inventory or in transit to Distributor on the
      effective date of termination and any other marketing
      material.  The repurchase price for such unsold Products and
      other material will be the actual net invoice price paid by Distributor
      less any prior credits.

            


    

     

    
      	
               
      

            	
              b)

            	
              If
      Supplier terminates under Section 16.1, or Distributor terminates under
      Section 16.2, then Supplier will pay all freight charges associated with
      such repurchase of Products under this Section 16.3.  If
      Distributor terminates under 16.1, or Supplier terminates under Section
      16.2, then Distributor will pay the freight
  charges.

            


    

     

    
      	
               
      

            	
              c)

            	
              Distributor
      will return all Products under this Section 16 in unused, factory-shipped
      condition and in original cartons or the
  equivalent.

            


    

     

    
      	
               
      

            	
              d)

            	
              After
      any termination of this Agreement, Supplier will sell to Distributor any
      Products that Distributor is contractually obligated to furnish to a
      customer if Distributor orders such Products within fifteen (15) days
      after the effective date of
termination.

            


    

     

    
      17.    CONFIDENTIALITY

    

     

    
      	
               
      

            	
              17.1

            	
              If
      either party receives written information which is marked "Confidential"
      or "Proprietary" by the other party, the receiving party will not use such
      information except in the performance of this Agreement, and to treat such
      information in the same manner as it treats its own confidential
      information.

            


    

     

    
      	
               
      

            	
              17.2

            	
              The
      obligation to keep information confidential will not apply to any such
      information that has been disclosed in publicly available sources; is,
      through no fault of the party receiving the confidential information,
      hereafter disclosed in a publicly available source; is in the rightful
      possession of the party receiving the confidential information without an
      obligation of confidentiality; or is required to be disclosed by operation
      of law.

            


    

     

    
      	
                     17.3

            	
              The
      obligation not to disclose will be for a period of two (2) years from
      receipt of confidential
information.

            


    

    


    18.         USE
OF TRADEMARKS/TRADENAMES

     

    
      	
               
      

            	 	
              18.1

            	
              Marketing.  The
      parties grant each other a nonexclusive, royalty-free license to include
      and distribute each other’s information in any Distributor or Supplier
      developed communication materials as long as both parties comply with each
      other’s trademark usage policies and guidelines.  Distributor
      will have the right to pass on this right of usage to its re-seller
      customers.  Any fees will be mutually agreed upon prior to
      inclusion.  Supplier and Distributor may use each other’s logos,
      trademarks and trade names internally or unofficially without
      restriction.

            


    

     

    
      	
                    
      18.2

            	
              Either
      party may make general statements to confirm the existence of the
      distribution relationship between the parties, and Supplier will obtain
      Distributor’s prior written permission for such
      statements.  Supplier will not use Distributor’s name (except in
      connection with such statements), logos, trademarks or other intellectual
      property rights without Distributor’s prior written
      consent.  Supplier is responsible for official public relations
      and formal press releases regarding the
  Products.

            


    

     

     

    
      
        DISTRIBUTOR
AGREEMENT                                                                                                    (Rev.
08/07)

        
        

      

      
        Page 4

        
          

        

      

      
        
        

      

    

    
 

    19.         SOFTWARE

     

    
      	
               
      

            	
              19.1

            	
              Software
      Licensing.  If the
      Product includes software, Distributor may pass through software licenses
      necessary for use of the Product to its customers or end
      users.  Distributor, its customer or end-user will negotiate and
      agree as to custom or unique terms relevant to such licensing, and any and
      all associated fees.

            


    

     

    
      	
               
      

            	
              19.2

            	
              Proprietary
      Rights.  Supplier retains all rights to the Products not
      expressly granted to Distributor in this Agreement.  Distributor
      may not copy the Products except for archival purposes, unless Distributor
      places Supplier’s proprietary rights notices on such
      copies.  Distributor may not, and may not authorize any third
      party to, copy, modify, translate, reverse engineer, decompile,
      disassemble or otherwise attempt to determine the source code from the
      Products or create or attempt to create any derivative works from the
      Products, except to the extent applicable law permits despite this
      restriction or approved by Supplier; any such copies, modifications,
      translations or other derivative works will be the sole and exclusive
      property of Supplier or its applicable licensors.  Distributor
      may not use the Products in any timesharing or service bureau
      arrangement.

            


    

    


    20.         GOVERNMENTAL
LAWS, REGULATIONS AND CONTRACT CONDITIONS

     

    
      	
              20.1  
        

            	
              If
      Distributor’s customers elect to sell Supplier’s Products (including
      supplies, software, documentations or services) to the U.S. Government or
      to a prime contractor selling to the U.S. Government, the Products are
      "commercial items" as that term is defined at 48 C.F.R.
      2.101.  Supplier will comply with provisions of FAR 52.244-6,
      Subcontracts for Commercial Items and Commercial Components.  Should
      U.S. Government End Users acquire Products that consist of "commercial
      computer software" and "commercial computer software documentation" as
      such terms are used in 48 C.F.R. 12.212, their rights will be consistent
      with those rights set forth in 48 C.F.R. 12.212 which generally limits
      their rights to the licenses customarily provided by Supplier to the
      public. 

            


    

     

    
      	
              20.2   
       

            	
              Supplier
      will also provide the information necessary to assist Distributor with
      analysis of DFARS 252.225-7014 (Alt 1), Preference for Domestic Specialty
      Metals (Berry Amendment) and other applicable federal
      statutes.

            


    

     

    
      	
               
      

            	
              20.3

            	
              Supplier
      will make a good faith effort to determine whether forced or indentured
      child labor was used to mine, produce or manufacture any Products
      furnished under this agreement.  Supplier may be required to
      certify that it is not aware of any such use of child
    labor.

            


    

    


    21.         INTERNATIONAL
SALES OF INTEGRATED SOLUTIONS

     

    
      	
               
      

            	
              21.1

            	
              Distributor
      is authorized to sell and ship integrated solutions containing the
      Products outside of the defined Territory under the following
      conditions:

            


    

     

    a)      The
Product is combined with third party components to create a unique solution or
mechanism.

     

    b)      Products
are sold or shipped in compliance with U.S. export laws and
regulations.

     

    22.         GENERAL

     

    
      	
               
      

            	
              22.1

            	
              Independent
      Contractors.  Supplier and Distributor are independent
      contractors and each is engaged in the operation of its own business and
      neither will be considered the agent of the other for any
      purpose.  Nothing contained in this Agreement will be construed
      to establish a relationship that would allow either party to make
      representations or warranties on behalf of the other except as expressly
      set forth herein.

            


    

     

    
      	
               
      

            	
              22.2

            	
              Assignment.  Neither
      party may assign this Agreement in whole or in part without the prior
      written consent of the other, which will not be unreasonably
      withheld.  This Agreement will be binding upon and inure to the
      benefit of the parties and their successors and
  assigns.

            


    

     

    
      	
               
      

            	
              22.3

            	
              Entire
      Agreement.  This Agreement contains the entire
      understanding of the parties with respect to the subject matter and
      supersedes all related prior agreements between the
      parties.  Amendments to this Agreement must be in writing,
      signed by the duly authorized officers of the parties, specifically
      stating that such amendments are made pursuant to this Section
      22.3.

            


    

     

    
      	
               
      

            	
              22.4

            	
              No Implied
      Waivers.  The failure of either party at any time to
      require performance by the other of any provision will not affect the
      right of such party to require performance at any time after, nor will the
      waiver of either party of a breach of any provision be taken or held to be
      a waiver of a provision itself.

            


    

     

    
      	
               
      

            	
              22.5

            	
              Severability.  Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction will be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof in
      that jurisdiction or affecting the validity or unenforceability of such
      provision in any other
jurisdiction.

            


    

     

    
      	
               
      

            	
              22.6

            	
              Survivorship.  All
      obligations and duties of the parties that by their nature extend beyond
      the expiration or termination of this Agreement, will survive and remain
      in effect beyond any expiration or termination
  hereof.

            


    

     

     

    
      
        DISTRIBUTOR
AGREEMENT                                                                                                    (Rev.
08/07)

        
        

      

      
        Page 5

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              22.7

            	
              Force
      Majeure.  Neither party will be liable for failure to
      fulfill its obligations under this Agreement or any purchase order issued
      hereunder or for delays in delivery due to causes beyond its reasonable
      control, including, but not limited to, acts of God, acts of terrorism,
      epidemic, acts or omissions of the other party, man-made or natural
      disasters, strikes, delays in transportation or inability to obtain labor
      or materials through its regular sources.  The time for
      performance of any such obligation will be extended for the time period
      lost by reason of the delay.

            


    

     

    
      	
               
      

            	
              22.8

            	
              Conflicting
      Terms.  The parties agree that the terms and conditions
      of this Agreement will prevail notwithstanding contrary or additional
      terms in any purchase order, sales acknowledgment, confirmation or any
      other document issued by either party affecting the purchase or sale of
      Products.

            


    

     

    
      	
               
      

            	
              22.9

            	
              Governing
      Law.  This Agreement will be interpreted in accordance
      with the laws of the State of Arizona without reference to Arizona’s
      conflict of laws principles.  The United Nations Convention for
      the International Sale of Goods shall not apply. Supplier agrees that it
      will be subject to personal jurisdiction within the State of
      Arizona.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective
as of the date first above set forth.

     

    
      	 SUPPLIER:	 DISTRIBUTOR:
	 	 Avnet
      Logistics U.S., LP
	 	 
	 By:/s/
      Vas Srinivasan	 By: /s/  Bill
      Crowell
	 	 
	 Name:Vas
      Srinivasan  	 Name:Bill
      Crowell  
	      (Typed or
      Printed)	      (Typed or
      Printed)
	 	 
	 Title:Vice President of
      Marketing  	 Title:GFO
	 	 
	 Date:February 21,
      2008   	 Date:February 28,
      2008