Non-exclusive Distributor Agreement

EXHIBIT 10.11


Non-exclusive Distributor Agreement


This Agreement made as of Oct. 22th, 1999 by and between OmniVision
--------- -- Technologies, Inc., a California corporation having its principal office at 930 Thompson Place, Sunnyvale, CA, 94086 USA ("OmniVision") and Wintek Electronics
------------------ Co. ,Ltd., a Taiwan Company corporation, having its principal place of business --------- -------------- at 3F-3 ,NO. 197, SEC. 4 ,NANKING E. ROAD, TAIPEI, TAIWAN, R.O.C. ---------------------------------------------------------------- ("Distributor").


The parties agree as follows:


1. Distributorship


OmniVision appoints Distributor as a non-exclusive distributor for the products designed and manufactured by OmniVision (hereinafter referred to as "Products" or "Product"), as listed on Exhibit A attached hereto. Exhibit A will be updated and distributed to Distributor by OmniVision from time to time. Distributor agrees not to carry any other products, which in OmniVision's sole judgment, are directly competitive to OmniVision's Products.


Distributor's appointment covers Distributor's marketing location ("Territory") shown on Exhibit B attached hereto and, if so agreed in writing by both parties, additional marketing locations established by Distributor. Distributor may relocate the business locations at Distributor's discretion as said on Exhibit B.


Distributor is appointed to make sales to certain identified potential customers ("the Customers") specified in Exhibit C, as that Exhibit may be modified from time to time. Distributor may make sales to additional potential customers within the Territory provided that such potential customers are not otherwise identified as Customers of another OmniVision Distributor, or as an OmniVision house account. OmniVision reserves the right to appoint additional Product sales distributors in the same geographical area. Distributor shall maintain an adequate and aggressive sales organization at all times during the term of this Agreement in order to assure maximum distribution of Products.


2. Sales


Subject to the terms of this Agreement, OmniVision agrees to sell and Distributor agrees to buy Products for resale. However, OmniVision shall not be required to sell any Products to Distributor if the manufacturing or sale of such Product has been discontinued by OmniVision, or if such Product is or becomes unavailable, or if OmniVision should withdraw such Product from sale to distributors.


3. Prices


The Price Schedule will include all Products available for purchase by Distributor as well as the unit prices for each of the Products. The Price Schedule normally will be updated once a quarter by OmniVision and released to Distributor. If there is any delay of this update, the Distributor shall use the latest received Price Schedule as the purchasing price for OmniVision Products. All prices are subject to change or withdrawal by OmniVision without prior notice to Distributor,


------- *** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.


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although OmniVision shall use its best efforts to give prior notice to Distributor of any change in the prices. Except as otherwise provided in this Agreement, all sales of Products to Distributor shall be at OmniVision's price in effect when Distributor's order is accepted by OmniVision.


4. Taxes


Distributors located within the United States of America must submit a current Resale License for each ship-to location operated by the Distributor. The Distributor is responsible for any and all local, State or Federal taxes and is responsible for abiding by all tax laws and regulations which may apply regarding the resale of OmniVision Products. Distributors located outside of the United States of America are responsible for paying any duties, taxes, fees or any other charges which may be levied by governmental authorities in the Country where shipments are made.


5. Reports


Distributor shall provide OmniVision with a Monthly Resale Report, Monthly Inventory Report, and Monthly Quote Report, defined below. These reports shall be made available to OmniVision by Distributor each month. These reports shall be received by OmniVision within fifteen (15) days from the Distributor's sales closing date of each month. OmniVision and Distributor may mutually agree to modify the specific details of these reports to accommodate specific requirements or conditions of the Territory or Customers.


a. The Monthly Resale Report will summarize the following information
provided to OmniVision by Distributor: customer name, sales location and
postal code, invoice or credit number (if applicable), shipment date,
invoice date if different from shipment date, type of sales (i.e., stock
shipment, drop shipment, sample sale, billing adjustment, customer return,
sales to other re-sellers, etc.).


b. The Monthly Inventory Report shall list products, by OmniVision part
number, shipped to Distributor, and all transactions to and by Distributor
during the month. OmniVision may stop shipments of Products to Distributor
to facilitate verification of inventory levels.


c. The Monthly Quote Report summarizes the new Product Quotes, old
Product Quotes that have expired, and the status of all other OmniVision
Product quotes.


6. Terms


All Products are sold to Distributor by OmniVision based on the following shipment terms: F.O.B. OmniVision's warehouse. Terms of payment are: COD or T/T in advance before credit checking approval and credit line set by OmniVision credit department. After credit checking and credit line approved, the payment term will be net amount of invoice due within thirty (30) days from the date of invoice. Invoice shall be sent on or soon after the date of shipment. Distributor shall not take any credit or offset against accounts owing OmniVision without OmniVision's prior written authorization. OmniVision may at any time, either generally or with respect to any specific order by Distributor, change the amount or duration of credit to be allowed to Distributor, including requiting cash in advance of shipment to Distributor (or COD term), if Distributor has failed to pay previous invoices when due or if Distributor's creditworthiness, in OmniVision's judgment, makes such action necessary. To assist OmniVision determining Distributor's creditworthiness, Distributor has furnished, or agrees to furnish


------- *** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.


Page 2


OmniVision immediately with a copy of its financial statements for the most recent fiscal year for which audited statements are available, and during the term of this Agreement Distributor shall furnish OmniVision copies of Distributor's financial statements each fiscal quarter and audited financial statements every fiscal year. "Financial Statements" means balance sheet at the end of the financial period, income statement of the specified period, and "audited" means examined or reviewed by a certified public accountant. The financial statements shall be furnished to OmniVision no later than thirty (30) days of Distributor's fiscal quarter end or sixty (60) days of Distributor's fiscal year end.


7. Acceptance of Orders


a. All orders sent by Distributor to OmniVision must be in writing,
including changes to existing orders.


b. Distributor shall address all orders to OmniVision's Sales Department.
Inquires concerning availability, delivery or technical information should
be directed to OmniVision's Marketing Department. All orders are subject to
acceptance by OmniVision, and OmniVision reserves the right to reject any
order given by Distributor even if a price quotation has been made
previously.


c. OmniVision will package Products in a standard package or container,
but OmniVision may change such package or container at any time without
prior notice to Distributor, or use a standard bulk or quantity package for
any shipment. Distributor may specify a carrier, but if no carrier is
specified, OmniVision may select a suitable carrier without notice thereof
to Distributor.


d. Sales and shipments will be made on the terms and conditions set forth
herein and on OmniVision's order confirmation form in effect at the time of
order. If a term set forth in this Agreement is inconsistent with
OmniVision's order confirmation form, the former shall govern. Unless
otherwise in writing, OmniVision shall not in any event be bound by the
terms and conditions of Distributor's purchase order forms or any other
forms submitted by Distributor.


e. Delivery dates given by OmniVision for orders placed by Distributor
shall be considered OmniVision's best estimates only. To cancel a purchase
order or delay delivery, Distributor must first give OmniVision written
notice thereof and OmniVision shall have until the end of five (5) full
business or working days after such notice is actually received by
OmniVision in which to process, after (but not before) which such order may
be canceled if Distributor so requests.


------- *** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.


Page 3


8. Commission Sales


Distributor may act as a commission sales representative for identified potential customers ("the Customers") specified on Exhibit C, as that Exhibit may, by mutual agreement, be modified from time to time.


a. Distributor shall solicit orders for Products from the Customers, and
shall forward all such orders to OmniVision in a timely manner. OmniVision
shall accept or reject each such order and shall notify Distributor and the
Customer placing such order of acceptance or rejection. OmniVision may
accept an order conditioned on such different or additional terms as
OmniVision may deem appropriate. Distributor shall have no power or
authority to accept or reject any order on behalf of OmniVision, but
Distributor may communicate to Customers the standard pricing then
available. Quotation of pricing other that the standard pricing must be
approved by OmniVision in advance.


b. OmniVision shall pay commissions to Distributor as set forth in
Exhibit D, as that Exhibit may, by mutual agreement, be modified from time
to time, based on net receipts attributable to direct sales from OmniVision
to Customers listed on Exhibit C, but only to such authorized Customers.
Such commissions will constitute full compensation for all of Distributor's
services under this Agreement. Commissions shall be calculated based on net
actual receipts, and shall be subject to reduction and charge back for
returns as well as for other necessary reimbursements by OmniVision to
purchasers agreed to as part of the sale of the Products. Net receipts
means the amount of receipts from a purchaser attributable to the invoice
price of goods sold, excluding any receipts attributable to shipping,
handling, taxes, duties, insurance, or other amounts not attributable to
the price of goods sold.


c. Should OmniVision and Distributor mutually decide to deliver Products
sold on a commission bases from the Distributor's inventory, then
OmniVision will credit any difference between the Customer price and the
Distributor's inventory purchase price to the Distributor's commission
account.


d. Payment of compensation to Distributor shall be made on a monthly
basis by OmniVision, within thirty (30) days following the close of each
month in which commissions accrue under this Agreement. True copies of
invoices and proof of payment sh ...