SettlementAgreement

1、Sett Iement Agreementth i s sett Iement agreement i s made th i s(m, d, y), between aaa, a corporat i on organ i zed and ex i st i ng under the I aws of(p I acename) and hav i ng i ts regi stered off ice at(* aaa1), and bbb, Itd.f a corporat i on organized and existing under the Iaws of(pI acename)

2、and hav i ng its regi stered off i ce at (' bbb') andwhereas, i n (year), ccc, i nc. r a corporat i on organ i zed and ex i st i ng under the Iaws of the state of(pI acename) ('ccc'), bbb, and the othersharehoIders of aaa, entered into the nihon ccc kk joint venture agreement, wh i c

3、h they amended by that certa i n amended joint venture agreement dated(m, d, y) (these two agreements and the i r i nc identaI and re Iated agreements shaI I be referred to collectively herei n as the 'jva');whereas, aaa and bbb entered i nto that certa i n master d i str i butor agreement d

4、ated(m, d, y) (th i s agreement and its i nc identaI and re Iated agreements shaI I be referred to collectively herein as the 1mda1);whereas, cccr aaa, and bbb terminated thei r business re I at i onsh i ps i nvoIv i ng ccc computer software and other products (* ccc products1) arising out of the jv

5、a and mda as of (m, d, y) ; andwhereas, a number of unresoIved i ssues rema i n from the termination of said jva and mda and the parties desi re to resoIve sa i d i ssues upon the terms and cond i t i ons descr i bed be I ow.now, therefore, it is agreed as fol lows:sect ion 1. conf i rmat ion. ccc t

6、ermi nated saIes of ccc products through d i str i butors of aaa or through other d i str i butors i n(p I acename) as of(m, d, y). the parties have d i scussed, conf i rmed, and mutuaI Iy agree upon the fol lowing facts:1. as a result of bbb conveying its shares in aaa to ccc on(m,d, y), the jva wa

7、s ami cab Iy terminated.2. the mda was ami cab Iy termi nated as of (m, d, y).3. bbb has introduced and wi I I continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and wi I I ass i st in the order Iy cont i nuat i on of a I I transact i

8、ons deaIi ng with ccc products, however, aaa and its designee shaI I not be respons i bIe for or assume any of bbb* s liabilities (not on Iy monetary liabilities, but service liabilities, and any and a I I liabilities of any type and nature) to any of bbb's customers even if aaa or its designee

9、received an i ntroduct i on to the customer from bbb and entered i nto a business relationship with said customer.4. pursuant to the terms and conditions of th i s agreement, aaa agrees to pay to bbb a sum certa i n to sett Ie any claims arising out of the termination of the jva and mda, if any, and

10、 for bbb's customer Ii stf goodwi I 11 etc. (here i nafter referred to co I Iect i veIy as 1 sett Iement proceeds1). the part i cuI ar breakdown of how the sett Iement proceeds wi I I be a I located among the var ious matters wi I I be determi ned upon d i scuss i ons between the part i es hereto as prov i ded i n section 4 be low. upon aaa1s payment and bbb's rece i pt of the sett Iement proceeds, each party, represent i ng a I I of