This excerpt taken from the TVIN 10-K filed Mar 14, 2006.
3. GRANT OF RIGHTS
3.1 SUPPLIER hereby appoints DISTRIBUTOR and DISTRIBUTOR accepts the appointment as SUPPLIERs Exclusive Distributor of the Products in the United Stares (the Territory) for the MARKET AND CUSTOMER TYPES, during the term of this Agreement and pursuant to the provisions of this Agreement. The Term of this Agreement will be for three (3) years from the Effective Date of this Addendum, and it will renew annually thereafter unless either party provides written termination notification to the other party, at least thirty (30) days prior to the expiration of the Term, of its intention not to renew. SUPPLIER AND DISTRIBUTOR shall retain the right to market and sell the Products directly to the [OMITTED]*.
3.2 EXISTING DISTRIBUTION FOR MARKET AND CUSTOMER TYPES: Except for those sales relationships and distribution agreements with the third parties set forth in Section 3.3 below, SUPPLIER agrees to terminate, or transfer to DISTRIBUTOR, its other existing distribution agreements for the MARKET AND CUSTOMER TYPES. DISTRIBUTOR shall provide adequate coverage of the Territory. In the event that DISTRIBUTOR does not provide adequate coverage within the Territory and fails to cure such deficiency alleged by SUPPLIER within sixty (60) days of receiving notice from SUPPLIER, SUPPLIER may quote orders directly to customers in the Territory pursuant to the terms and conditions set forth in Section 3.5 below.
3.3 Except with respect to the terms of Section 3.1 and 3.2 above, SUPPLIER shall retain no right to sell, and distribute the Products directly to end user customers. SUPPLIER shall be permitted to maintain the following distribution and sales relationships and agreements with the following third parties:
3.4 The minimum sales goal for the Products for 2003 shall be [OMITTED]* (2003 Goal).
IF DISTRIBUTOR fails to provide the quote directly to customer or contact is not made directly with customer, within 2 working days of receiving a request from SUPPLIER, SUPPLIER will proceed to contact and/or quote directly to such customer, and such order shall not be eligible for, or subject to, the Discount.
3.6 For the orders that DISTRIBUTOR does not quote directly and fulfill, but are quoted by Supplier, processed by Distributor, and fulfilled by Supplier (per section 3.5), DISTRIBUTOR will receive a [OMITTED]* discount on the Minimum Prices for such orders. In situations where DISTRIBUTOR is obligated to provide terms of FOB destination to customers, SUPPLIER and DISTRIBUTOR will share freight costs. It is the spirit and intention of this agreement to minimize the number of direct quoted orders by SUPPLIER.