International Distributor Agreement

Exhibit 10.15 CASTELLE DISTRIBUTOR AGREEMENT DISTRIBUTOR AGREEMENT dated as of the 31st day of May between Macnica, Inc. hereafter referred to as " Distributor" with its principal office located at Hakusan Hi-tech Park 1-22-2 Hakusan Midori-ku Yokohama Japan and Castelle, a California corporation having its place of business at 855 Jarvis Drive, Suite 100, Morgan Hill, California, 95037, hereinafter referred to as " Castelle" . WHEREAS , Distributor desires to purchase from Castelle and Castelle desires to sell to Distributor upon the terms and conditions set forth herein the products listed in the Castelle Price List for Distributors set forth in Appendix A (" Products" and " Price" ); NOW THEREFORE , the parties agree as follows: 1. APPOINTMENT OF DISTRIBUTOR 1.1 Castelle hereby appoints Distributor as an exclusive Distributor of Products. For a period of one (1) year commencing from the date of this Agreement. Castelle hereby appoints Macnica as its exclusive distributor for the sale of the product(s) set forth below in Japan. This exclusivity is contingent upon meeting requirements set forth in Appendix B. FaxPress Family of FaxServers Castelle represents and warrants to Macnica that it has the exclusive right to appoint Macnica as its exclusive distributor and such appointment and any subsequent sale by Macnica of such Castelle products will not violate any third party concerning any of the Castelle products or their components. Macnica acknowledges that Castelle retains ownership and proprietary rights to the Castelle products and that Castelle retains the right to manufacture, distribute and sell the Castelle products worldwide. 1.2 Castelle reserves the right to negotiate and sell direct on OEM accounts. Castelle reserves the right to negotiate and sell direct on OEM accounts which Distributor brings to Castelle subject to mutual compensation discussions with distributor. 1.3 Distributor shall use its best efforts to solicit and to service customers in the Territory so as to promote the goodwill, name and interest of Castelle and its Products. 2. TERM OF AGREEMENT The initial term of this Agreement shall be for a period of one (1) year, beginning on the date first above written. Thereafter, this agreement shall be renewed for successive periods of one year without further notice, unless terminated sooner as provided under the provisions of this agreement. 3. DISTRIBUTOR' S RESPONSIBILITIES The Distributor recognizes that expertise and commitment on its part are necessary for the effective marketing, promotion and support of the Products. Distributor agrees that it will act as follows: 3.1. Sales Promotion Castelle Distributor Agreement 1


Exhibit 10.15 Distributor will use its best efforts to develop business and promote the sale and licensing of Products. Distributor shall maintain a sales organization knowledgeable in the products which actively solicits the sale of Products. Distributor will support Castelle sales promotion programs when and if such are made available. Distributor will effectively demonstrate appropriately configured Products from each product family it purchases for resale. 3.2 Reports/Rescheduling Distributor agrees to provide Castelle at Castelle' s request within the first week of each quarter with a forecast of its projected requirements for each Product, by model, for the next six (6) months. Such forecast shall not be binding on either Distributor or Castelle. Distributor, agrees, however, that faulty forecasting by Distributor may affect Castelle' s ability to deliver Product in a timely manor. 4. PRICING 4.1. Distributor' s Prices Subject to adjustments described herein, Distributor' s prices for Products shall be as set forth in Appendix A attached hereto. All prices are stated in U.S. dollars, ex-factory: Castelle Inc, Santa Clara, California, U.S.A. 4.2 Price Adjustments Castelle may change its prices set forth on Appendix A attached hereto at any time, provided that no such price increase shall be effective until thirty (60) days after notice by Castelle to Distributor of such change. Price decreases may be effective immediately on the date of notification by Castelle. All price adjustments shall apply to Products ordered, but not shipped, after the effective date of such change. 4.3 Product List Price In Distributor' s Territory Castelle and Distributor agree that it is in the best interest of both parties that the end user recommended Retail Prices for the Product' s quoted by the Distributor, or Distributor' s resellers, in the Territory be competitive to motivate and promote the purchases by end users of Castelle Products. Distributor shall exercise its best efforts to quote and promote competitive prices in the currency of the Territory. 5. Discontinuance And Cancellation Of Products 5.1 If during the term of this Agreement, Castelle discontinues a product, Castelle agrees to place an order for such discontinued Product (s) during the notification period for delivery within six (6) months after the end of such notice period, but Castelle' s acceptance of such orders shall be on an " as available" basis. Distributor may with ninety (90) days after receipt of such notice, notify Castelle in writing of Distributor' s intention to return any or all products in its inventory which have been so discontinued. Distributor shall receive full credit for all such products so returned. Any such credit shall be in the amount of the actual net invoice price paid by Distributor for the discontinued products less any prior credits. 5.2 If during this agreement, Castelle discontinues an OEM product, Castelle agrees to provide distributor with ninety (90) days prior written notice of product' s discontinuance. Castelle Distributor Agreement 2


Exhibit 10.15 Castelle will continue to provide technical support and repair parts for 5 years after the date of discontinuance. 5.3 Distributor may, by prior written notice to Castelle, defer and/or cancel non-OEM product delivery once without penalty, provided such notice is received by Castelle not less than thirty (30) days prior to the scheduled ship date. Distributor may assess a fee equal to five percent (5%) of the net invoice price on all other changes. 6. Stock Rotation 6.1 At the beginning of each calendar quarter during the term of this Agreement Distributor may return one (1) consolidated shipment of Products to Castelle, freight prepaid, for credit against future orders provided Distributor meets the following criteria: (i) The total value of the returned products shall not exceed five percent of the net Product purchases by Distributor during the immediate prior calendar quarter, (ii) All returned products must be in their unopened, original packaging: be in new condition; be on Castelle' s currently available Product Price List; be on the Distributor' s inventory for less than six (6) months; and not have been abused or damaged; (iii) Distributor shall not return any Products for the same identical product model; (iv) At the time of the return, distributor must place an irrevocable Purchase order with Castelle having a net value of not less than the value of the returned product. (v) Any ...