The New York Computer Software Distribution Agreement between Navarre Corp. and Caldera Systems, Inc. is a legally binding contract that outlines the terms and conditions for the distribution of computer software products. It governs the relationship between Navarre Corp. as the distributor and Caldera Systems, Inc. as the software manufacturer. This agreement is specifically designed for software distribution in the state of New York, and it ensures that both parties comply with the laws and regulations of the state. It sets forth the rights and responsibilities of each party, aiming to establish a mutually beneficial business relationship. The following are some key provisions typically found in a New York Computer Software Distribution Agreement between Navarre Corp. and Caldera Systems, Inc.: 1. Grant of Distribution Rights: This section specifies the exclusive or non-exclusive distribution rights granted to Navarre Corp. by Caldera Systems, Inc. These rights define the geographical area where Navarre Corp. can distribute the software and whether they have exclusivity within the defined territory. 2. Product Delivery: This clause outlines the process by which Caldera Systems, Inc. will deliver the software products to Navarre Corp. It may include details about delivery timelines, shipping methods, and any additional requirements for packaging and labeling. 3. Pricing and Payment Terms: This section covers the pricing structure for the software products and the payment terms agreed upon by both parties. It may include information on the wholesale price, suggested retail price, and any discounts or incentives offered to Navarre Corp. It also outlines the payment schedule and any applicable fees or penalties for late payments. 4. Marketing and Promotion: This clause defines the marketing and promotional activities that Navarre Corp. will undertake to promote the software products. It may include information on marketing materials, advertising campaigns, trade shows, and public relations efforts. The agreement may also stipulate the level of collaboration required between the parties in creating and executing marketing strategies. 5. Intellectual Property Rights: This section addresses the ownership and protection of intellectual property associated with the software products. It ensures that Navarre Corp. acknowledges Caldera Systems, Inc.'s ownership rights, prohibits unauthorized use, and outlines dispute resolution processes related to intellectual property infringement. 6. Term and Termination: This clause specifies the duration of the agreement and the conditions under which either party can terminate the agreement. It may include provisions for termination for cause, such as breaches of contract, as well as termination for convenience with notice periods and potential consequences. It's important to note that the exact terms of the New York Computer Software Distribution Agreement between Navarre Corp. and Caldera Systems, Inc. may vary based on the specific needs and negotiations of the parties involved. Different types of agreements may exist, such as exclusive distribution agreements, non-exclusive distribution agreements, or limited distribution agreements, each with different rights and obligations.