CONFIDENTIAL TREAMTNET HAS BEEN REQUESTED
FOR PORTIONS OF THIS EXHBIT
THIS AGREEMENT is made and entered into on March 28,
2002, by and between Roxio Inc., a
Delaware corporation (“Roxio”), and Navarre, Inc., a Minnesota corporation (“Distributor”).
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:
1.1 “ Like Distributor ” shall mean a distributor that sells the same Products to the same
customer base in the Territory.
1.2 “ Price List ” shall mean the Roxio Distribution Authorized Products and Price List, as
amended from time to time by Roxio, prevailing at the time Roxio accepts a Purchase Order from Distributor.
1.3 “ Products ” shall mean those products and services listed on Exhibit A
hereto. Products may be changed, deleted or added by Roxio, at its sole discretion. Roxio shall be under no
obligation to continue the production of any Product.
1.4 “ Purchase Order ” shall mean the written purchase orders by which Distributor orders
the Products, as more particularly described in Section 4 below.
1.5 “ Term ” shall mean the term of this Agreement, which shall commence on the Effective
Date and continue for one (1) year thereafter, unless earlier terminated under the provisions of Section 14 of this
Agreement. This Agreement shall automatically renew for additional one (1) year periods, unless either party
provides notice of termination sixty (60) days prior to the expiration of the then-current term.
1.6 “ Territory ” shall mean the Territory set forth on Exhibit B.
2. APPOINTMENT AND AUTHORITY
2.1 Appointment . Roxio hereby appoints Distributor as Roxio’s non-exclusive
distributor for the Products to the Distribution Accounts in the Territory, subject to the terms and conditions
contained in this Agreement, and Distributor hereby accepts