- Settlement Agreement.docVIP

Settlement Agreement 　　THIS SETTLEMENT AGREEMENT is made this _________(M,D,Y), between AAA, a corporation organized and existing under the laws of _________(PLACENAME) and having its registered office at _________ (#39;AAA#39;), and BBB, LTD., a corporation organized and existing under the laws of _________(PLACENAME) and having its registered office at _________ (#39;BBB#39;) and 　　WHEREAS, in _________(YEAR), CCC, Inc., a corporation organized and existing under the laws of the State of _________(PLACENAME) (#39;CCC#39;), BBB, and the other shareholders of AAA, entered into the Nihon CCC KK Joint Venture Agreement, which they amended by that certain Amended Joint Venture Agreement dated _________(M,D,Y) (These two agreements and their incidental and related agreements shall be referred to collectively herein as the #39;JVA#39;); 　　WHEREAS, AAA and BBB entered into that certain Master Distributor Agreement dated _________(M,D,Y) (This agreement and its incidental and related agreements shall be referred to collectively herein as the #39;MDA#39;); 　　WHEREAS, CCC, AAA, and BBB terminated their business relationships involving CCC computer software and other products (#39;CCC Products#39;) arising out of the JVA and MDA as of _________(M,D,Y); and 　　WHEREAS, a number of unresolved issues remain from the termination of said JVA and MDA and the parties desire to resolve said issues upon the terms and conditions described below. 　　NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 　　Section 1. Confirmation. CCC terminated sales of CCC Products through distributors of AAA or through other distributors in _________(PLACENAME) as of _________(M,D,Y). The parties have discussed, confirmed, and mutually agree upon the following facts: 　　1. As a result of BBB conveying its shares in AAA to CCC on _________(M,D,Y), the JVA was amicably terminated. 　　2. The MDA was amicab