善后事宜處理協(xié)議(英文版)

1、SETTLEMENT AGREEMENTPlace and Date of Signing:TABLE OF CONTENTSSection 1. Confirmation. 各方確定的事項(xiàng)Section 2. Customer Introduction Assistance.協(xié)助客戶介紹Section 3. Settlement Proceeds. 處理費(fèi)用Section 4. Allocation of Settlement Proceeds.處理費(fèi)用的分?jǐn)係ection 5. Law Governing. 管轄法Section 6. Attorney Fees. 律師費(fèi)用Section

2、7. Notices. 通知Section 8. Waiver. 不放棄權(quán)利Section 9. Assignment. 權(quán)利與義務(wù)轉(zhuǎn)讓Section 10. Presumption. 推定Section 11. Titles and Captions. 標(biāo)題Section 12. Pronouns and Plurals. 人稱代詞與復(fù)數(shù)Section 13. Entire Agreement. 協(xié)議的整體性Section 14. Agreement Binding. 協(xié)議的約束力Section 15. Further Action. 其他事項(xiàng)Section 16. Parties in I

3、nterest. 相關(guān)利益方Section 17. Savings Clause. 可分割條款THIS SETTLEMENT AGREEMENT is made this _ , between PARTY A, acorporation organized and existing under the laws of _ (PLACE NAME) and havingits registered office at _ and PARTY B., a corporation organized and existingunder the laws of _(PLACE NAME) and h

4、aving its registered office at _ .WHEREAS, in _(YEAR), PARTY C., a corporation organized and existing under thelaws of the State of _(PLACE NAME) PARTY C, PARTY B, and the othershareholders of PARTY A, en tered into the Nih on Joint Ven ture Agreeme nt, which they amended by that certa in Amen ded J

5、oint Ven ture Agreeme nt dated_ (Thesetwo agreeme nts and their in cide ntal and related agreeme nts shall be referred to collectivelyhere in as the JVA);WHEREAS, PARTY A and PARTY B en tered into that certain Master DistributorAgreement dated_ (This agreeme nt and its in cide ntal and related agree

6、me ntsshall be referred to collectively here in as the MDA);WHEREAS, PARTY C, PARTY A, and PARTY B termi nated their busi ness relati on shipsin volvi ng PARTY C computer software and other products (PARTY C s Products) arisi ng outof the JVA and MDA as of_; andWHEREAS, a nu mber of un resolved issu

7、es remai n from the term in ati on of said JVAand MDA and the parties desire to resolve said issues upon the terms and con diti onsdescribed below.NOW, THEREFORE, IT IS AGREED AS FOLLOWS:Section 1. Con firmati on. 各方確定的事項(xiàng)PARTY C termi nated sales of PARTY C Products through distributors of PARTY A o

8、r throughother distributors in_(PLACE NAME) as of_ . The parties havediscussed, con firmed, and mutually agree upon the follow ing facts:1. As a result of PARTY B con veyi ng its shares in PARTY A to PARTY C on_the JVA was amicably term in ated.2. The MDA was amicably term in ated as of_ .3. PARTY B

9、 has introduced and will continue to introduce any customers it has developedpursua nt to its activities un der the MDA to PARTY A or its desig nee and will assist in theorderly continuation of all transactions dealing with PARTY C Products. However, PARTY Aand its desig nee shall not be resp on sib

10、le for or assume any of PARTY Bs liabilities (n ot on lymon etary liabilities, but service liabilities, and any and all liabilities of any type and n ature) toany of PARTY Bs customers eve n if PARTY A or its desig nee received an introduction to thecustomer from PARTY B and en tered into a bus in e

11、ss relati on ship with said customer.4. Pursua nt to the terms and con diti ons of this Agreeme nt, PARTY A agrees to pay toPARTY B a sum certa in to settle any claims aris ing out of the term in ati on of the JVA and MDA,if any, and for PARTY Bs customer list, goodwill, etc. (herei nafter referred

12、to collectively asSettleme nt Proceeds). The particular breakdow n of how the Settlement Proceeds will beallocated among the various matters will be determ ined upon discussi ons betwee n the partieshereto as provided in Sectio n 4 below. Upon PARTY As payme nt and PARTY Bs receipt ofthe Settleme nt

13、 Proceeds, each party, represe nti ng all of each partys respective subsidiaries,affiliatedcompa ni es, directors, officers, and employees thereof, releases and forever discharges theother party, represe nting all of said partys subsidiaries, affiliated compa ni es, directors,officers, and employees

14、 thereof, for all claims aris ing out of or result ing from the term in ati onof the JVA and MDA.5. To date PARTY B has purchased from PARTY C and retai ns in its current inven tory acerta in qua ntity of a PARTY C Product called a Chip Bun die. The parties agree that PARTY Bshall be en titled to co

15、n ti nue to sell its curre nt inven tory of said Chip Bu ndles in(PLACENAME). PARTY B agrees not to make additio nal newpurchases of said Chip Bun dles and PARTY A agrees not to purchase and will not allowPARTY C to purchase any Chip Bun dles from PARTY B.6. The parties hereto agree that as betwee n

16、 them there are no claims, debts, obligati ons, orliabilities aris ing out of the term in ati on of the JVA and MDA other tha n those specifically identified in this Agreeme nt.Section 2. Customer In troduct ion Assista nee.協(xié)助客戶介紹1. PARTY B has disclosed and shall disclose to PARTY A or its desig ne

17、e the follow ing informati on immediately after the parties execute this Agreeme nt:a. A list of all customers with whom PARTY B has or had bus in ess tra nsact ions un derthe MDA;b. The contents of any con tracts or maintenance agreeme nts betwee n PARTY B andany customers ide ntified in the preced

18、i ng clause; andc. A list of pote ntial customers discovered duri ng PARTY Bs bus in ess activitiesduring the period from_ to_ with whom PARTY B believes that PARTY A or itsdesig nee have a cha nee to con clude an agreeme nt and a report on the status of alln egotiati ons in progress.2. PARTY B agre

19、es that PARTY A or its desig nee are free to con clude con tracts forPARTY C Products and other products with the pers ons or en tities ide ntified by PARTY B inthe precedi ng clauses and PARTY B agrees to cooperate in such activities with PARTY A andits desig nee.3. The prior clauses no twithsta nd

20、ing, upon the expirati on of the one (1) year term of anymaintenance agreeme nts ide ntified in clause 1.b. of this Secti on 2 above, PARTY A or itsdesig nee shall succeed to the rights of PARTY B un der said maintenance agreeme nts.However, PARTY A or its desig nee may propose in adva nee whatever

21、terms and con diti onsit may require in order to succeed to said maintenance agreeme nts. In additi on, PARTY Bagrees to cooperate with PARTY A or its desig nee in the orderly successi on of saidmaintenance agreeme nts without additi onal compe nsati on uni ess the parties mutuallydeterm ine in writ

22、 ing in adva nee that PARTY B should receive and that PARTY A should payadditi onal compe nsati on for any such services.Section 3. Settleme nt Proceeds.處理費(fèi)用1. PARTY A hereby recog nizes that it has a duty to pay to PARTY B as Settleme ntProceeds the sum of_ . Said Settleme nt Proceeds shall be paid

23、 by wiretran sfer to an acco unt desig nated by PARTY B by_ .2. PARTY A hereby agrees that it or its designee shall make payment to PARTY B as providedin the preceding clause. Moreover, PARTY A agrees that it will bear the cost of the telegraphictransfer handling charges.Section 4. Allocation of Set

24、tlement Proceeds. 處理費(fèi)用的分?jǐn)侭ased upon discussions between the parties regarding the customer information disclosed toPARTY A or its designee pursuant to Section 1.4 of this Agreement, the parties will decide by_ the particular breakdown of how the Settlement Proceeds will be allocated among thevarious

25、 matters (the Final Allocation). Furthermore, in accordance with the Final Allocation asdetermined hereinabove, PARTY A or its designee and PARTY B by _ shall prepare andconclude a settlement agreement relating to the sale of PARTY Bs customer list, goodwill, etc.to PARTY A or its designee (Customer

26、 List Settlement Agreement) and a settlementagreement relating to JVA and MDA termination claims, if any (Termination SettlementAgreement). The Settlement Proceeds payable to PARTY B by PARTY A pursuant to thisAgreement shall be allocated respectively to the Customer List Settlement Agreement and th

27、eTermination Settlement Agreement pursuant to the Final Allocation determined hereinabove. Ifthe Final Allocation of Settlement Proceeds results in an increase in any governmental taxes,duties, licenses, fees, excises, or tariffs now or hereafter imposed on the payment of theSettlement Proceeds, suc

28、h charges shall be paid by the party obligated by law to make suchpayment, or in lieu thereof, the party obligated by law to make such payment shall provide anexemption certificate acceptable to the other party and the applicable authority. If revenuestamps are required under _(PLACE NAME) law to be

29、 affixed to this Agreement, the partiesshall be required to bear the cost of such stamps for the copy in their possession. Each partyshall be responsible for all costs and expenses incurred on its behalf, including but not limited toattorneys fees, related to this Agreement and the negotiations and

30、consultations leading up tothe formation of this Agreement.Section 5. Law Governing. 管轄法This Settlement Agreement shall be governed by and construed in accordance with the laws of_(PLACE NAME). The parties hereto hereby agree that any suits brought hereunder shall bebrought in the Tokyo District Cou

31、rt in Tokyo, _(PLACE NAME), which will have sole andexclusive jurisdiction for the first instance.Section 6. Attorney Fees. 律師費(fèi)用In the event a suit or action is brought by any party under this Agreement to enforce any of itsterms, or in any appeal therefrom, it is agreed that the prevailing party sh

32、all be entitled toreasonable attorneys fees.Section 7. Notices. 通知Any no tice un der this Agreeme nt shall be in writ ing and shall be effective whe n actuallydelivered in pers on, or the n ext bus in ess day for no tices sent by telefax and promptly confirmed in a manu ally sig ned writi ng, or thr

33、ee (3) days after being deposited in the mail,registered or certified, postage prepaid and addressed to the party at the address stated in thisAgreeme nt or such other address as any party may desig nate by writte n no tice to the other.Section 8. Waiver.不放棄權(quán)利Failure of any party at any time to requ

34、ire performa nee of any provisi on of this Agreeme nt shallnot limit the partys right to en force the provisi on, nor shall any waiver of any breach of anyprovisi on be a waiver of any succeedi ng breach of any provisi on or a waiver of the provisi onitself for any other provisi on.Section 9. Assig

35、nment. 權(quán)利與義務(wù)轉(zhuǎn)讓Except as otherwise provided within this Agreeme nt, n either party hereto may tran sfer or assign this Agreeme nt without prior writte n consent of the other party.Section 10. Presumpti on. 推定This Agreeme nt or any provisi on thereof shall not be con strued aga inst any party due to t

36、hefact that said Agreeme nt or any provisi on thereof was drafted by said party.Section 11. Titles and Capti ons.標(biāo)題All article, sect ion and paragraph titles or capti ons contained in this Agreeme nt are forconvenience only and shall not be deemed part of the con text nor affect the in terpretati on

37、 ofthis Agreeme nt.Section 12. Pron ou ns and Plurals. 人稱代詞與復(fù)數(shù)All pronouns and any variati ons thereof shall be deemed to refer to the masculi ne, feminine, neuter, sin gular or plural as the ide ntity of the Pers on or Pers ons may require.Section 13. En tire Agreeme nt. 協(xié)議的整體性This Agreeme nt contains the en tire un dersta nding betwee n and among the parties andsupersedes any prior un dersta ndings and agreeme nts among them respect ing the subjectmatter of this Agreeme nt.Section 14. Agre