AGREEMENT,
INCLUDING ALL EXHIBITS AND THE GUIDELINES, SO AS TO BE IN DEFAULT HEREUNDER AND
FAILS TO CURE SUCH DEFAULT WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE THEREOF;
OR
18.2.7
terminates the Non-Disclosure Agreement attached hereto as Exhibit
C.
18.3
In the event either party terminates for its convenience or for any
reason other than those listed in Section 18.2, Xilinx shall repurchase, at
Distributor's election, any or all unsold Products in Distributor's inventory or
in transit to Distributor on the effective date of termination, along with any
or all technical and promotional material designed to promote the sale of the
Products. In the event Xilinx terminates for its convenience or for any reason
other than those listed in Section 18.2, or Distributor terminates for cause,
then all freight charges associated with such repurchase of Products under this
Article 18 shall be paid by Xilinx.
In the event Distributor terminates for its
convenience or for any other reason other than those listed in Section 18.2, or
Xilinx terminates for cause, then such freight charges shall be paid by
Distributor.
XILINX CONFIDENTIAL
Note: Confidential treatment has been requested for the portion of this Exhibit
10.1 designated with [* * *].
The copy filed herewith omits the information
subject to the confidentiality request.
A complete version of this Exhibit has
been filed separately.
18.3.1
WITHIN TEN (10) DAYS OF RECEIPT OF NOTICE OF TERMINATION,
DISTRIBUTOR SHALL ADVISE XILINX OF THE INVENTORY IT EXPECTS TO HAVE ON HAND AS
OF THE EFFECTIVE DATE OF TERMINATION AND IDENTIFY WHAT PART OF SUCH INVENTORY
DISTRIBUTOR INTENDS TO RETURN;
18.3.2
ANY AND ALL PRODUCT THAT DISTRIBUTOR ELECTS TO RETAIN SHALL BE
NON-CANCELABLE, NON-RETURNABLE ("NCNR") TO XILINX;
18.3.3
THE REPURCHASE PRICE FOR SUCH UNSOLD PRODUCTS AND OTHER MATERIAL
SHALL BE THE ACTUAL PRICE PAID BY DISTRIBUTOR LESS ANY PRIOR CREDITS OR
ADJUSTMENTS.
ALL FREIGHT CHARGES ASSOCIATED WITH SUCH REPURCHASE OF PRODUCTS
UNDER THIS SECTION 18.3 SHALL BE PAID BY DISTRIBUTOR AND ALL PRODUCT MUST BE IN
ORIGINAL CONDITION AND RETURNED IN ORIGINAL CARTONS OR THE EQUIVALENT (INCLUDING
QUANTITIES IN SMALLEST ORIGINAL CARTONS).
18.4
AFTER ANY TERMINATION OF THIS AGREEMENT XILINX AGREES TO SELL TO
DISTRIBUTOR ANY PRODUCTS WHICH DISTRIBUTOR IS CONTRACTUALLY OBLIGATED TO FURNISH
TO A CUSTOMER AND WHICH DISTRIBUTOR DOES NOT HAVE IN ITS INVENTORY, PROVIDED
THAT DISTRIBUTOR ORDERS SUCH PRODUCTS WITHIN TEN (10) DAYS AFTER THE EFFECTIVE
DATE OF TERMINATION.
ANY PRODUCT SOLD TO DISTRIBUTOR UNDER THIS SECTION 18.4 IS
NCNR.
ADDITIONALLY, DISTRIBUTOR AGREES TO PROVIDE XILINX WITH POINT OF SALE
INFORMATION ON ALL POST-TERMINATION CUSTOMER TRANSACTIONS.
18.5
IN THE EVENT THIS AGREEMENT IS TERMINATED FOR ANY REASON WITH
OUTSTANDING CREDITS EXISTING IN FAVOR OF DISTRIBUTOR, XILINX SHALL PROMPTLY
REFUND CASH TO DISTRIBUTOR IN THE AMOUNT OF THE OUTSTANDING CREDITS FOR AFFECTED
PRODUCTS TO XILINX.
18.6
IN THE EVENT OF A TERMINATION FOR ANY REASON, DISTRIBUTOR AGREES TO
COOPERATE WITH XILINX IN THE TRANSFER OF CUSTOMER DATA AND ALL OTHER THINGS
NECESSARY TO ENSURE A SMOOTH TRANSITION AND MINIMIZE ANY DISRUPTION IN THE
SUPPLY