ADAPTATION OF
RESELLER AGREEMENT
This Adaptation
of Reseller Agreement (the “ Adaptation ”) is
effective as of December 29, 2006 (“ Effective Date
”) by and between Paradyne Networks, Inc. (“
Paradyne ”) and Verso Technologies, Inc. (“
Verso ”).
WHEREAS,
Paradyne entered into an Asset Purchase Agreement with Verso of
even date herewith (the “APA”) pursuant to which Verso
has agreed to purchase certain assets from and assume certain
liabilities of Paradyne related to the business of manufacturing,
selling and supporting the iMARC product line and the 7123 TI
CSU/DSU product (the “ Business ”), as
specifically set forth in the APA (the “ Asset
Purchase ”). In addition, Paradyne has entered into a
License Agreement with Verso of even date herewith (the “
License ”) pursuant to which Paradyne has agreed to
license certain intellectual property to Verso related to the
Business (the “ Licensed IP ”), as specifically
set forth in the License.
WHEREAS, in
connection with the Asset Purchase, Paradyne has agreed to
manufacture and sell units of iMARC products and the 7123 Ti
CSU/DSU product ordered by Verso (the “ Products
”) during a transitional period after closing of the Asset
Purchase.
WHEREAS, Zhone
Technologies, Inc., Paradyne’s parent company (“
Zhone ”), and Verso Verilink, LLC, a wholly owned
subsidiary of Verso, entered into a Reseller Agreement effective as
of July 1, 2006 (the “ Reseller Agreement
”) which is attached hereto as Attachment A. Verso and
Paradyne wish to use the Reseller Agreement as modified and
supplemented by this Adaptation as the framework for the
manufacture and sale of Products by Paradyne to Verso during the
transitional period.
NOW THEREFORE,
in exchange for the mutual covenants and agreements set forth
herein, Paradyne and Verso agree as follows.
1. Subject to
this Adaptation, Verso shall have the rights and obligations of
Reseller and Paradyne shall have the rights and obligations of
Zhone under the Reseller Agreement. Neither Verso or Paradyne shall
have any liability or obligation related to any orders and
purchases made by Verso Verilink, LLC from Zhone under the Reseller
Agreement.
2. For purposes
of this Adaptation, the term Products in the Reseller Agreement
shall be limited solely to the Products and not any other products
listed on Schedule A of the Reseller Agreement. Paradyne
agrees to use comercially reasonable efforts to manufacture the
Products in accordance with Verso’s purchase orders and and
to sell them to Verso as provided in this Adaptation. Within thirty
(30) days after Verso’s execution of this Adaptation,
Verso shall provide Zhone with a non-binding forecast of the
quantity of Products, by Product type and of expected sales of
Products for the next three (3) month period (“
Forecast ”). By the first Friday
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Adaptation of
Reseller Agreement
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1
of every month
thereafter, Reseller shall provide a new Forecast for the then
following three (3) month period.
3. Nothing in
this Adaptation or the Reseller Agreement is intended to modify or
nullify any terms or conditions set forth in the APA, the License,
or the other documents delivered in connection with the Asset
Purchase (the “ APA Documents ”). The APA
Documents shall prevail in the case of any inconsistency between
such documents and this Adap
