FORM OF INTERNATIONAL VALUE ADDED RESELLER AGMT

International VAR Agreement





Products

An Odetics Company







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Automated Tape Libraries



November 15, 1996











(C) ATL Products, Inc. 1996



This is an unpublished work that contains confidential and proprietary information that may be protected under the Copyright Laws. The existence of the Copyright Notice is not to be construed as an admission or presumption that publication has occurred. Unauthorized copying of this document is strictly prohibited.



All rights reserved.



This document is subject to change by ATL without notice until executed by both parties.



o DLT and Compact Tape are registered trademarks of Quantum Corporation.





TABLE OF CONTENTS



Page

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1. Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Period of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. Forecasts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4. Sales and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

5. Purchase Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

6. Shipment, Risk of Loss and Title . . . . . . . . . . . . . . . . . . . . . . . . . 3

7. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

8. Limited Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

9. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

10. Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

11. Intellectual Property Rights and Indemnity . . . . . . . . . . . . . . . . . . . . 4

12. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

13. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

14. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

15. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

16. Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

17. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

18. Disputes/Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

19. Exporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

20. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

21. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7













This Agreement including all Exhibits is entered on the last date of execution (the "Agreement Date") by and between ATL Products, Inc. a corporation organized under the laws of the State of California with its principal place of business at 1515 South Manchester Avenue, Anaheim, California 92802 (hereinafter known as "ATL") and ________________ whose registered office is _____________________________ (herein after known as "VAR").



The following Exhibits are attached and incorporated into this Agreement by this reference as if fully set forth herein. Exhibits may be added or revised from time to time by mutual agreement. Any Exhibit that is added or revised shall be signed by both ATL and VAR and shall supersede the previous version.



EXHIBIT TITLE

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A Products

B Geographic Locations and Storage Management Software

C Affiliated VAR Sales



1. RELATIONSHIP ATL develops and manufactures Automated Tape Libraries as listed in Exhibit A, (hereinafter known as "Products") and desires to offer said Products for sale to VAR. VAR has recognized capabilities in adding value to these Products and re-selling them to End Users or ATL Authorized Affiliated VARs and desires to have the right to purchase such Products from ATL.



In consideration of this, and subject to all the terms and conditions of this Agreement, ATL agrees to use reasonable efforts to sell to VAR on a non-exclusive basis and VAR agrees to purchase from ATL the Products listed in Exhibit A.



Nothing in this Agreement shall be construed as limiting in any manner ATL's marketing or distribution activities or its appointment of other VAR's for the Product.



The provisions of this Section are intended to generally explain the reasons for why ATL and VAR have entered into this Agreement and constitute a portion of the contractual obligations of this Agreement.



2. PERIOD OF PERFORMANCE The period during which VAR may issue Purchase Orders for Product under this Agreement (Purchase Period) shall be one (1) year, from the Agreement date. The Purchase Period shall be automatically extended (Extended Purchase Period) for one (1) year periods unless notified in writing by either Party no less than sixty (60) days prior to the end of the current Purchase Period. During this period ATL reserves the right to change, modify or discontinue any Product at any time.



















3. FORECASTS VAR shall use reasonable commercial efforts to provide ATL no later than the last day of each calendar month a revolving three (3) month non binding forecast by Product Model Number and End User or Affiliated VAR name so that ATL shall have an understanding of VAR's anticipated monthly requirements.



VAR'S NON BINDING FORECAST IS FOR INFORMATION ONLY AND DOES NOT CREATE ANY LIABILITY BETWEEN THE PARTIES NOR DOES IT GUARANTEE ATL WILL MANUFACTURE AND SHIP PRODUCT IN ACCORDANCE WITH IT. ATL'S ONLY OBLIGATION TO MANUFACTURE AND SHIP PRODUCT WILL BE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND PURSUANT TO A PURCHASE ORDER ISSUED BY VAR AND ACCEPTED BY ATL.



4. SALES AND MARKETING VAR shall use reasonable commercial efforts to successfully market (including without limitation, inclusion of the Products in VAR's catalogs and other promotional materials), sell and support (including training, installation and other support) the Products on a continuing basis and to comply with good business practices and all laws and regulations relevant to this Agreement. In VAR's resell efforts, VAR shall use the company names used by ATL for the Products (but shall not represent or imply that it is ATL or a part of ATL) provided that all advertisements and promotional materials shall be subject to prior written approval of ATL, which approval shall not be unreasonably withheld, and provided further that no other right to use any name or designation is granted by this Agreement.



5. PURCHASE ORDERS VAR shall order Product by issuing facsimile, or telephonic orders or Purchase Orders. VAR shall issue confirming written Purchase Orders to the address first appearing herein, unless otherwise notified, within five (5) days after issuing such facsimile or telephonics orders. Each Purchase Order shall specify items such as item description, quantity, delivery schedule, destinations, and total price of the Purchase Order. In addition, each purchase order shall include the End User's name, address, contact, phone number, who is installing the unit and who is performing the maintenance.



ATL shall have five (5) business days after receipt to accept or decline each Purchase Order. No purchase order shall be deemed accepted by ATL until ATL gives written notice to VAR of acceptance.



All of the terms and conditions of this Agreement and its Exhibits shall be deemed incorporated into each Purchase Order as if fully set forth therein. If any term of this Agreement conflicts with any term of an issued Purchase Order, this Agreement shall take precedence.















6. SHIPMENT, RISK OF LOSS AND TITLE All Product is sold and shipped Ex Works (in accordance with Incoterms 1990). ATL shall make all arrangements for shipment with the carrier stated on VAR's purchase order. VAR shall pay all shipping and transportation charges directly to the carrier. In the event such charges have been prepaid by ATL, VAR shall reimburse ATL purchase to ATL's invoice for such charges. ATL reserves the right to select the means and method of shipment in the event VAR does not inform ATL of the arrangements for shipment within twenty four hours after ATL has informed VAR that the Product is ready for shipment.



7. Payment All payments required by this Agreement are stated and shall be made in United States dollars. Payments shall be delivered to ATL net thirty (30) calendar days after shipment and sent to ATL at the return address printed on ATL's invoice, and shall be deemed made only upon receipt by ATL at that address.



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