this settlement agreement is made this _________(m,d,y), between aaa, a corporation organized and existing under the laws of _________(placename) and having its registered office at _________ ("aaa"), and bbb, ltd., a corporation organized and existing under the laws of _________(placename) and having its registered office at _________ ("bbb") and
whereas, in _________(year), ccc, inc., a corporation organized and existing under the laws of the state of _________(placename) ("ccc"), bbb, and the other shareholders of aaa, entered into the nihon ccc kk joint venture agreement, which they amended by that certain amended joint venture agreement dated _________(m,d,y) (these two agreements and their incidental and related agreements shall be referred to collectively herein as the "jva");
whereas, aaa and bbb entered into that certain master distributor agreement dated _________(m,d,y) (this agreement and its incidental and related agreements shall be referred to collectively herein as the "mda");
whereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products ("ccc products") arising out of the jva and mda as of _________(m,d,y); and
whereas, a number of unresolved issues remain from the termination of said jva and mda and the parties desire to resolve said issues upon the terms and conditions described below.
now, therefore, it is agreed as follows:
section1. confirmation. ccc terminated sales of ccc products through distributors of aaa or through other distributors in _________(placename) as of _________(m,d,y). the parties have discussed, confirmed, and mutually agree upon the following facts:
1. as a result of bbb conveying its shares in aaa to ccc on _________(m,d,y), the jva was amicably terminated.
2. the mda was amicably terminated as of _________(m,d,y).
3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with ccc products. however, aaa and its designee shall not be responsible for or assume any of bbb"s liabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature) to any of bbb"s customers even if aaa or its designee received an introduction to the customer from bbb and entered into a business relationship with said customer.
4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbb"s customer list, goodwill, etc. (hereinafter referred to collectively as "settlement proceeds"). the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section4below. upon aaa"s payment and bbb"s receipt of the settlement proceeds, each party, representing all of each party"s respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said party"s subsidiaries, affiliated companies, directors, officers, and employees thereof, for all claims arising out of or resulting from the termination of the jva and mda.
5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a "chip bundle". the parties agree that bbb shall be entitled to continue to sell its current inventory of said chip bundles in _________(placename). bbb agrees not to make additional new purchases of said chip bundles and aaa agrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.
6. the parties hereto agree that as between them there are no claims, debts, obligations, or liabilities arising out of the termination of the jva and mda other than those specifically identified in this agreement.
section2. customer introduction assistance.
1. bbb has disclosed and shall disclose to aaa or its designee the following information immediately after the parties execute this agreement:
a. a list of all customers with whom bbb has or had business transactions under the mda;
b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause; and
c. a list of potential customers discovered during bbb"s business activities during the period from _________(m,d,y) to _________(m,d,y) with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.
2. bbb agrees that aaa or its designee are free to conclude contracts for ccc products and other products with the persons or entities identified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.
3. the prior clauses notwithstanding, upon the expiration of the one year term of any maintenance agreements identified in clause . of this section2above, aaa or its designee shall succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance agreements. in addition, bbb agrees to cooperate with aaa or its designee in the orderly succession of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for any such services.
section3. settlement proceeds.
1. aaa hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sum of _________ (_________). said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _________(m,d,y).