conversations.from: human
conversations.value: What comes next for this: 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.
  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.
conversations.from: assistant
conversations.value: 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
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 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.
  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
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 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
  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
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 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 #2 TO THE DISTRIBUTION AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Ingram
  * Vendor
  * INGRAM MICRO INC.
  * NETGEAR, INC.
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: this 15th day of July 1998
conversations.from: human
conversations.value: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: It does not appear 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: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: No.
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: It does not appear so.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: I don't think so.