[XXX] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
SALES REPRESENTATIVE AGREEMENT
THIS AGREEMENT (the Agreement) is made as of July 5, 2007 between Sanken Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3 Kitano, Niiza-shi, Saitama, Japan (Sanken); and Allegro MicroSystems, Inc., a Delaware corporation with its principal offices at 115 Northeast Cutoff, Worcester, Massachusetts 01615 (Allegro).
WHEREAS, Sanken desires that Allegro act as a sales representative for certain Sanken products in the continents of North and South America, and Allegro is willing to act in such capacity; and
WHEREAS, Sanken and Allegro wish to stipulate the terms and conditions of such activity and supersede that certain Representative Agreement between the parties dated October 1, 1997.
NOW, THEREFORE, the parties hereby agree as follows:
In this Agreement, the following terms shall have the meanings set forth below:
1.1 Commencement Date means July 20, 2007.
1.2 Intellectual Property means any patent, copyright, trademark or other industrial or intellectual property right of Sanken in respect of the Products.
1.3 Products means those Sanken products that are listed on Exhibit A to this Agreement.
1.4 Territory means North and South America, including Puerto Rico.
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APPOINTMENT AND ACCEPTANCE.
2.1 Non-Exclusive Representative. Sanken hereby appoints Allegro as its non-exclusive sales representative for the Products in the Territory and Allegro accepts such appointment, subject to the terms of this Agreement. It is agreed that Allegro may solicit orders through sub-representatives in the Territory.
2.2 Scope of Appointment. Allegro shall not knowingly solicit orders from customers who intend to sell the Products outside of the Territory.
2.3 Product Modification or Discontinuance. Sanken may modify Products or discontinue the production of any or all of the Products at any time at its sole discretion. Sanken shall provide reasonable notice of such changes to Allegro and Sanken shall be responsible for resolving any customer issues resulting from its modification or discontinuation of its Products.