conversations.from: human
conversations.value: Give me more for this agreement: term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.
  G. Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.
  H. This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.
  19. ENTIRE AGREEMENT, GOVERNING LAW
  This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.
conversations.from: assistant
conversations.value: INGRAM NETGEAR Distributor Agreement 11 083096
  * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
   EXHIBIT 1
   DISCOUNT SCHEDULE
  The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.
  G. Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.
  H. This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.
  19. ENTIRE AGREEMENT, GOVERNING LAW
  This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.
  INGRAM NETGEAR Distributor Agreement 11 083096
  * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
   EXHIBIT 1
   DISCOUNT SCHEDULE
  The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.
  INGRAM NETGEAR Distributor Agreement 12 083096
   EXHIBIT 2
   DISTRIBUTOR'S ROUTING GUIDE
  INGRAM NETGEAR Distributor Agreement 13 083096
  CONFIDENTIAL TREATMENT REQUEST
  * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
   EXHIBIT 3
   CMD NAMED ACCOUNTS [*]
  INGRAM NETGEAR Distributor Agreement 14 092696
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: EXHIBIT 4
   MARKETING PLAN
  INGRAM NETGEAR Distributor Agreement 15 083096
   CONFIDENTIAL TREATMENT REQUEST
  * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
   AMENDMENT TO THE DISTRIBUTOR AGREEMENT BETWEEN INGRAM MICRO AND NETGEAR
  This Amendment is entered into effective October 1,1996 ("Amendment Date") by and between NETGEAR, Inc. ("NETGEAR"), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro ("Distributor") acting on behalf of itself and its affiliates.
  NETGEAR and Distributor having previously entered into a Distributor Agreement ("Agreement") with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:
  1. Subject to the terms of this Amendment, the Territory listed in Section 2 of the Agreement is amended to be the United States and [*].
  2. During the initial one year period beginning on the Amendment Date, Distributor shall be the only distributor appointed by NETGEAR in [*], subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan for [*] to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4a. For the purposes of this provision, distributor shall mean a company acquiring products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the products to end use customers. The foregoing notwithstanding, during the [*] and any subsequent period, NETGEAR reserves the right to sell or license Products in [*] to customers other than distributors such as, but not limited to resellers who procure Products at centralized locations for resale to end-use customers solely through their wholly or majority owned retail outlets, both store-front and catalog. Following the [*], for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in [*] at its sole discretion.
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 3. The terms and conditions of this Amendment, shall amend and supersede any conflicting terms of the original Agreement. All other terms of the original Agreement shall remain unchanged.
  IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.
  NETGEAR: DISTRIBUTOR:
  NETGEAR, INC. INGRAM MICRO
  By: /s/ Lloyd Cainey By: /s/ Michael Terrell --------------- ------------------- Name: /s/ Lloyd Cainey Name: Michael Terrell Title: Exec VP Enterprise Business Group Title: Vice President Purchasing Date: 4/30/97 Date: 2/21/97
  Ingram Amendment 1 111296
   CONFIDENTIAL TREATMENT REQUEST
  * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
  [INGRAM MICRO LOGO]
   AMENDMENT #2 TO THE DISTRIBUTION AGREEMENT
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: THIS AMENDMENT (the "Amendment") is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. ("Ingram") and NETGEAR, INC. ("Vendor").
  The parties have agreed to amend their Distribution Agreement ("Agreement") dated October 1,1996.
  1. Section 2, TERRITORY, is amended to be United States, [*].
  2. This Amendment shall remain in effect for the current term and any renewal term of the Agreement.
  Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.
  INGRAM MICRO INC. NETGEAR, INC. 1600 East St. Andrew Place 4401 Great America Parkway Santa Ana, CA 92705 P.O. Box 58185 Santa Clara, CA 95052-8185
  By: /S/ AC Mann By: /s/ PATRICK Lo ---------------- -------------------- Name: AC Mann Name: PATRICK Lo Title: VP Purchasing Title: V. P.
  Netgear, Inc. 1 Confidential Doc Rev 2/97 7/15/98
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: AMENDMENT  TO THE DISTRIBUTOR AGREEMENT  BETWEEN  INGRAM MICRO  AND  NETGEAR
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Distributor
  * NETGEAR
  * NETGEAR, Inc.
  * Ingram Micro
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: October 1,1996
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: October 1,1996
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. During the initial one year period beginning on the Amendment Date, Distributor shall be the only distributor appointed by NETGEAR in [*], subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan for [*] to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4a.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: It does not appear so.