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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 th
