EXHIBIT 10.4
ADDENDUM TO DISTRIBUTION AGREEMENT
BETWEEN
MICRO LINEAR CORPORATION
AND
Clavis Company
Macnica, Inc.
THIS
ADDENDUM TO DISTRIBUTION AGREEMENT is made as of the 5th day of
December, 2005, by and between Micro Linear Corporation, a Delaware
corporation (the “MANUFACTURER”), and Clavis, a
division of Macnica, Inc., a Japanese corporation
(“DISTRIBUTOR”).
WHEREAS,
the Manufacturer and Distributor are parties to a Distribution
Agreement dated November 30 th , 2004 (the
“Distribution Agreement”) and the parties desire to
amend and supplement the terms and conditions of the Distribution
Agreement.
NOW,
THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as
follows:
1. The
following two paragraphs are added as Section 8.1 and 8.2 to the
Distribution Agreement:
8.1. Compliance with
Law. The parties
will at all times comply with all applicable foreign, U.S., state
and local laws, rules and regulations relating to the execution,
delivery and performance of this Agreement. Each party agrees
that it will not export or reexport, resell, ship, or divert or
cause to be exported or reexported, resold, shipped, diverted
directly or indirectly any software, documentation, or technical
data incorporating any software to any county for which the
government (or any agency thereof) of the United States, or any
foreign sovereign government with competent jurisdiction requires
an export license or other governmental approval without first
obtaining such license or approval.
8.2. No Gratuity;
FCPA. The
Distributor will not offer or give any gratuity to induce any
person or entity to enter into, execute or perform this Agreement
or any other agreement with the Manufacturer. The Distributor
further represents that it has knowledge and understanding of the
Foreign Corrupt Practices Act of the United States of America
(“FCPA”), and that in accordance with the FCPA,
Distributor represents that no principal partner, officer, director
or employee of the Distributor is currently serving in an official
position on any governmental body of any country (other than the
U.S.) in which Distri
