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EXHIBIT 10.13
EXCLUSIVE DISTRIBUTION RIGHT LICENSE AGREEMENT
This EXCLUSIVE DISTRIBUTION RIGHT LICENSE AGREEMENT (this
"AGREEMENT")
is made and entered into by and between Kabushiki Kaisha Gatefor
(hereinafter
referred to as "DISTRIBUTOR") and PPOL Inc., a California
business corporation
(hereinafter referred to as "PPOL"), based on the mutual
agreement between
Distributor and PPOL that PPOL shall grant, on and after October
__, 2004,
being the effective date of this Agreement, to Distributor the
exclusive
distribution right which was granted to Object Innovation Inc.,
a Florida
business corporation (hereinafter referred to as "FORMER
DISTRIBUTOR") under
Article 2 "Grant of Right" of the certain Exclusive Distribution
Right Agreement
relating to the domestic marketing of the certain software
product "BridgeGate"
(hereinafter referred to as the "PRODUCT") in Japan, executed as
of May 26, 2004
by and between PPOL and Former Distributor (hereinafter referred
to as the
"ORIGINAL AGREEMENT").
SECTION 1. SUCCESSION OF ORIGINAL AGREEMENT
Distributor shall succeed the rights, duties and obligations
under the Original
Agreement executed between PPOL and Former Distributor as a
whole, including any
and all terms and conditions, accompanying miscellaneous
provisions and
supplementary provisions as well as exhibits.
PROVIDED, HOWEVER, that, in light of the fact that Distributor
is a business
corporation incorporated under the laws of Japan, should any
inconsistency arise
with respect to the interpretation of the laws and regulations,
Distributor and
PPOL shall respond to the problems in good faith through mutual
consultation.
SECTION 2. ASSIGNMENT OF DISTRIBUTION RIGHT
2.1 Although PPOL covenanted in the Original Agreement that it
would assign
the exclusive distribution right referenced in the preamble
hereof to a
domestic corporation or subsidiary in Japan majority of whose
shares
would be held and effectively controlled by PPOL within 180 days
from
the date of the Original Agreement, PPOL shall, as a
condition
precedent hereto, obtain the consent and the approval of
Former
Distributor that PPOL will continue to hold the said
exclusive
distribution right for a considerable period and the
above-mentioned
covenant shall cease to exist through separate consultation with
Former
Distributor.
2.2 PPOL shall hereby consent to grant to Distributor the
authority to
discuss and negotiate with Former Distributor with respect to
the
future development of marketing activities in Japan in the
course of
practical discussion and negotiation with Former
Distributor.
SECTION 3. TERM
The initial terns of this Exclusive Distribution Right License
Agreement shall
be three (3) years running from October __, 2004 to October __,
2007. PROVIDED,
HOWEVER, that Distributor and PPOL may terminate and extend this
Agreement
through mutual consultation regardless of the effectiveness and
binding force of
the specific provisions such as the effective date, termination
date and
automatic another one year renewal provisions or early
termination by written
mutual consent provision of the Original Agreement.
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SECTION 4. GRANT OF ASSOCIATED LICENSE UNDER DISTRIBUTION
RIGHT
PPOL shall not, during the Term of the Agreement, derogate the
significance of
the licenses to develop, modify and duplicate the Software and
the Japanese
version of the Documentation, create the products, etc, derived
therefrom, and
the right to solicit the sublicensees for the marketing purpose,
provided for in
the Original Agreement in association with the backbone
provision of Article 2
"Grant of Distribution Right" thereof, and the trademark license
(exclusive
license of trademark) and the right of appointment of a
sub-dealer shall be
included herein.
For the avoidance of doubt, restrictions on the exclusive right
provided for in
Article 2, Section 2.5 of the Origi
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