The Washington 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 in the state of Washington. This agreement highlights the rights and obligations of both parties involved, ensuring a smooth and lawful distribution process. Keywords: Washington, Computer Software Distribution Agreement, Navarre Corp., Caldera Systems, Inc. 1. Introduction: The agreement commences with an introduction that establishes the parties involved, their legal entities, and their principal places of business. It also sets the scope of the agreement, emphasizing its applicability to Washington State. 2. Definitions: This section provides clear definitions of relevant terms used throughout the agreement, such as "Software," "Distribution," "Territory," "Royalties," and others. Accurate definitions ensure a shared understanding between the parties to avoid any misunderstandings or disputes. 3. Appointment: This clause outlines the appointment of Navarre Corp. as the exclusive distributor of Caldera Systems, Inc.'s computer software products in the state of Washington. It covers the duration of the appointment and any conditions or limitations to ensure a stable business relationship. 4. Territory: The agreement specifies that the distribution rights granted to Navarre Corp. are limited to the state of Washington, ensuring exclusivity within this specific geographic region. 5. Responsibilities and Obligations: This section outlines the responsibilities of both parties, including the delivery of software, pricing, marketing, advertising, and technical support. It also emphasizes compliance with relevant laws, regulations, and industry standards. 6. Intellectual Property Rights: The agreement addresses intellectual property rights, ensuring that Caldera Systems, Inc. maintains ownership of the software products and that Navarre Corp. respects and protects these rights. 7. Order and Acceptance: This clause describes the process for ordering and accepting software products. It includes details on purchase orders, product quantities, delivery timelines, and acceptance criteria. 8. Payments and Royalties: This section lays out the financial terms, including the payment schedule, pricing structure, and applicable royalties or commissions. It specifies how and when Navarre Corp. will make payments to Caldera Systems, Inc. 9. Term and Termination: The agreement defines the initial term and provides provisions for its extension or termination. It also outlines the conditions that may lead to termination, such as breach of contract, bankruptcy, or insolvency. 10. Confidentiality and Non-Disclosure: This clause establishes a confidential relationship between the parties, requiring them to maintain the confidentiality of sensitive information shared during the course of the agreement. 11. Dispute Resolution: The agreement may include a dispute resolution clause, which typically outlines the procedures for resolving conflicts, such as negotiation, mediation, or arbitration. This ensures that any disagreements are resolved amicably and efficiently. The Washington Computer Software Distribution Agreement may vary based on the specific requirements and negotiations between Navarre Corp. and Caldera Systems, Inc. The above list covers the essential elements and provisions typically included in such agreements.