Sample Business Contracts

Distributor Agreement - Kofax Image Products Inc. and Law-Cypress Distributing

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                             DISTRIBUTOR AGREEMENT


                            KOFAX WAGE PRODUCTS INC.

                                 3 JENNER STREET

                            IRVINE, CALIFORNIA 92718

                               TEL: (714)727-1733

                               FAX: (714) 727-3144



                            ADDRESS: 560 LINCOLN AVE.
                               SAN JOSE, CA 95126

                               COMMENCEMENT DATE:

<PAGE>   2


Kofax Image Products Inc., a California corporation, with offices at 3 Jenner
St., Irvine, CA 92718, hereinafter referred to as (Kofax),
and___________________________________,a_____________________corporation with
offices at___________________ herein after referred to as (Distributor), agree
that the following terms and conditions shall govern the sale and discounting
of Products as herein defined.

1. Definitions

        1.1     Parties, Party

                "Parties" means Kofax and Distributor, collectively. "Party"
                means either Kofax or Distributor.

        1.2     Agreement

                Agreement means this Authorized Industrial Distributor

        1.3     Products

                The term "Product" or "Products" as used herein shall mean the
                items listed on APPENDIX "A" hereto, as changed from time to
                time in accordance with the provisions of this Agreement.

2. Appointment

        2.1     Authorization

                Kofax hereby authorizes Distributor to advertise, demonstrate,
                market, promote, distribute, and solicit orders for Products on
                a non-exclusive basis subject to all the terms and conditions of
                this Agreement.

        2.2     Use of Trademarks/Trade Names

                During the term of this Agreement, Distributor is authorized to
                use Kofax's trademarks, trade names and logos in connection with
                Distributor's sale, advertisement and promotion of Products.
                Upon termination of this Agreement, Distributor shall cease to
                use any of such marks, names or logos and shall within a
                reasonable time, remove any reference to Kofax from its
                advertising and promotional material.


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        2.3     Non Assignability

                Distributor's rights under this Agreement are personal, and may
                not be assigned without the prior written authorization of
                Kofax. Such authorization may be withheld for any reason.

        2.4     No Authority to Make Agreements

                Distributor shall not have the authority to make any agreement
                or incur any Liability on behalf of Kofax. The authority of the
                Distributor on behalf of Kofax is limited to the rights granted
                in Paragraph 2.1 above.

        2.5     No Authority to Accept Orders

                Distributor shall not have the authority to accept any orders
                from customers on behalf of Kofax. All such orders are subject
                to approval and acceptance by Kofax at its principal place of

        2.6     Reserved Rights

                Kofax reserves the right to market the Products in any manner
                and without limitation both within and outside of the Territory.
                Kofax reserves the right to change the scope of the Territory by
                giving Distributor 60 days prior written notice.

3. Commencement Date & Term

        3.1     Commencement Date

                This agreement shall be effective, after execution by both
                parties, on the commencement date specified herein.

        3.2     Term

                The initial term of this agreement shall be for Twelve (12)
                months from the commencement date.

        3.3     Renewal

                This Agreement will be renewed for subsequent one year terms,
                unless (1) one Party gives written notice of termination to the
                other party, at least 60 days prior to the end of the initial
                term or any one of the renewal terms. The initial term, and any
                subsequent term, shall be subject to termination under the
                provisions of Section 9.


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4. Product Changes

        4.1     Product Modifications

                Kofax reserves the right to modify, alter, improve, delete or
                change any and all of the Products covered by this Agreement.
                However, this Agreement will cover the sales of Products as they
                may be modified, altered, improved, or changed.

        4.2     Product Deletions

                Kofax may at its discretion, and upon prior notice to
                Distributor, delete Products from Appendix "A" at any time. In
                the event of any such deletions, Distributor may, within thirty
                (30) days after receipt of such notice, return any or all of
                such Products in its inventory which have been so deleted. Any
                such Products not returned within the above allotted time
                period, (thirty (30) days) may no longer be returned under any
                circumstances or provisions of this Agreement, nor may they be
                subsequently rotatable under the provisions of paragraph 7.11

                All Products returned in accordance with this provision must be
                returned freight pre-paid and must be previously unsold, unused,
                and in their original containers. 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 Products less any prior credits granted by
                Kofax to Distributor.

        4.3     Engineering Changes

                Kofax shall, if possible, give Distributor at least thirty (30)
                days advance written notice of all engineering changes that will
                affect form, fit or function of any Products in Distributor's
                Inventory. If these modifications will adversely affect the
                sales of Distributor's inventory of such Products once the
                engineering modifications are implemented, then Kofax shall
                cooperate with Distributor to sell such affected inventory. If,
                after the aforementioned efforts (but in no event later than one
                hundred twenty [120] days after the first public announcement of
                such modification or the first shipment of the modified Product,
                whichever occurs first), any of the affected Product still
                remains in Distributor's inventory, Kofax agrees at
                Distributor's election to replace it with upgraded Products, or
                to rework affected inventory for engineering changes affecting
                form, fit or function.


<PAGE>   5

5. Responsibilities of Distributor

                Distributor shall have the following responsibilities:

        5.1     Marketing Efforts

                To exert its best efforts to advertise, demonstrate, market,
                promote, distribute, and solicit orders for the Products.

        5.2     Promotional Cooperation

                To cooperate with and assist Kofax in promotional and selling
                campaigns including attending appropriate trade shows.

        5.3     Promotional Materials

                To distribute promotional material to Distributor's sales
                offices on a timely basis.

        5.4     Product Information

                To procure from Kofax and furnish to customers additional
                manuals and documentation as required to support Products.

        5.5     Sales Reports

                To provide Kofax, within 5 working days after the end of each
                Distributor's sales month, a detailed sales activities report
                for sales which shall include names and zip code addresses of
                purchasers, model numbers, products codes, products and
                quantities purchased and dollar amounts invoiced to said

        5.6     Complaints

                To promptly report to Kofax any complaint relating to sales of

        5.7     Business Expenses

                To pay all of the expenses of the operation of its business,
                including salaries and expenses.

        5.8     Inventory

                Distributor shall maintain a reasonable inventory of Products in
                order to satisfy Distributor's anticipated sales and where
                applicable, support thereof.


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        5.9     Initial Stocking Order

                Distributor is required to purchase an initial stocking order
                and to take delivery of this order no later than 30 days after
                the Effective Date of this Agreement

        5.10    Demonstration System

                Distributor shall, at all times, maintain a working
                demonstration system including scanner and laser printer.

        5.11    Forecast

                Distributor shall provide to Kofax a three month rolling
                forecast for Products. This forecast is to be updated every

        5.12    Staffing and Training

                Distributor will staff and train employees as required to
                demonstrate, market, promote, distribute and support Kofax

        5.13    Competitive Products

                To provide written notification to Kofax prior to marketing and
                distributing Products which compete directly with Products sold
                by Kofax.

6. Responsibilities of Kofax

                In consideration of Distributor's fulfillment, of the
                responsibility set forth in Section 5;

        6.1     Kofax shall consistently keep Distributor informed on a timely
                basis of changes and innovations in performance,
                serviceability, uses and applications of all Products.

        6.2     Kofax will provide Distributor with initial familiarization and
                standard sales training, including materials, at no charge, for
                a reasonable number of Distributor's employees at a location of
                Kofax's designation. All expenses of Distributor's employees
                associated with such training, such as transportation, meals and
                lodging, are the responsibility of Distributor. Additional
                Standard technical training courses from Kofax's Training
                Department are available to Distributor at standard locations,
                rates and terms.

        6.3     Kofax at its expense, will provide Distributor with two hundred
                (200) data sheets or brochures for each Product with a part
                number beginning with either KF or TK that is marketed by
                Distributor ( per APPENDIX A). Distributor may purchase
                additional copies of the above materials at the current costs.


<PAGE>   7

                Kofax will also prepare duplicate transparencies of available
                photography at the Distributor's request. Cost to the
                Distributor will be the reproduction cost.

7. Product Orders

        7.1     Product Pricing

                The prices to be paid by Distributor for any Products ordered
                pursuant to this Agreement are set forth in Appendix A.

        7.2     Service Pricing

                The prices to be paid by Distributor for any hardware updates or
                repairs for Products that are out of Warranty are set forth in
                Appendix B and there are no discounts on the prices.

        7.3     Purchase Orders

                Distributor shall submit a written purchase orders (telex or FAX
                acceptable) for all Products, services, and other items ordered
                from Kofax. Purchase orders shall specify Product model numbers,
                quantity ordered, Product options, sales tax status, shipping
                destination, carrier, and shipping dates. In order for the
                purchase orders to be valid, Kofax shall acknowledge receipt and
                acceptance of such purchase order. However, all orders for
                Products by Distributor are subject to the terms and conditions
                set forth in this Agreement. Any other terms or conditions
                contained in any order from Distributor which add to or differ
                from the terms of this Agreement shall be invalid.

        7.4     Terms of Payment

                Terms of payment for all Products, services and other items sold
                to Distributor by Kofax are the net invoice amount due within 30
                days from the date of each invoice submitted to Distributor by
                Kofax. Kofax shall have the unqualified right to withhold
                shipment of Products and services, including repair of Products
                returned by Distributor, if any payments due to Kofax by
                Distributor are delinquent.

        7.5     Customer Billing

                Distributor shall bill its customers directly. Distributor shall
                be solely responsible for any losses arising from the failure of
                any customer to pay the customer's account. Kofax shall have no
                liability to Distributor for any bad debt arising from the sale
                by Distributor of Products. Failure of Distributor to collect
                shall in no way alter Distributor's payment obligations to


<PAGE>   8

        7.6     Monies, Taxes, and Duties

                All prices and fees described or contemplated under this
                Agreement are in U.S. dollars. Prices quoted do not include
                federal, state, or local taxes, fees, duties, or licenses. All
                applicable taxes, fees, duties, and licenses will be added to
                the sales price and shall be paid by Distributor, (but not
                including any taxes on the income or net income of Kofax) unless
                Distributor furnishes an exemption certificate satisfactory to
                the appropriate authorities.

        7.7     Delivery

                Unless otherwise agreed upon in writing by Kofax, delivery of
                the Products purchased by Distributor under this Agreement shall
                be made directly to Distributor and shall be FOB Kofax's place
                of manufacture. All stated delivery and shipment dates are
                approximate only, and will be computed from the date
                Distributor's purchase order is acknowledged. Delivery dates are
                given to the best of Kofax's knowledge based on conditions
                existing at the time of order acknowledgment. Failure to make
                shipment or delivery as quoted does not constitute a cause for
                damages of any kind. If Distributor agrees to take partial
                shipments of any order, each such partial shipment shall be
                deemed a separate sale, and payment for such separate shipments
                shall become due in accordance with the provisions of paragraph
                7.3. Distributor shall designate the freight carrier to be used.

        7.8     Clear Title

                Kofax warrants the title to all Products to be sold to
                Distributor hereunder and warrants that such Products are not
                subject to any security interests, liens or other encumbrances.

        7.9     Risk of Loss

                From and after delivery of the Products to a carrier at Kofax's
                facility, Irvine, Ca. Distributor shall be responsible for the
                entire risk of Loss, theft, damage to or destruction of the

        7.10    Cancellation/Reschedule

                Orders accepted by Kofax are subject to cancellation or
                rescheduling only upon written notice by Distributor and in
                accordance with the following provision.


<PAGE>   9


                Orders may only be rescheduled twice and may not be subsequently
                canceled and must thereafter be rescheduled for shipment within
                sixty (60) days of the originally scheduled shipping date.
                Orders not rescheduled for shipment within the above time period
                will be considered canceled and become subject to the above
                cancellation charges.

                Distributor may not cancel or reschedule any order or portion
                thereof after shipment. In the event Distributor does not accept
                delivery of the Products after shipment, or causes Kofax to
                withhold shipment of the Products (i.e. for nonpayment or
                credit-hold) for a Period of thirty (30) days after the
                scheduled delivery date, such Products will be considered
                canceled and Distributor shall pay the maximum cancellation
                charges specified above.

        7.11    Stock Rotation

                Within 30 days after the end of each March, June, September and
                December during the term of this Agreement, Distributor may
                return Products to Kofax for restocking only after Kofax has
                given a Return Material Authorization (RMA) number to
                Distributor. Distributor may only return Products which have
                been shipped to the Distributor within the prior 6 months.
                Distributor may return any quantity of Products to Kofax for
                credit provided the total credit shall not exceed 5% of the net
                sales dollars invoiced by Kofax to the Distributor during the
                said 6 month period. The credit to be issued in respect of each
                such Product returned shall be the actual net invoiced charged
                for same, less any prior credits granted by Kofax to
                Distributor. All Products returned in accordance with this
                provision must be returned freight pre-paid and must be
                previously unsold, unused, and in their original containers. The
                Distributor will place a non-cancelable order of equal value to
                offset the credit issued at the time the RMA is requested. Any
                demonstration unit or non-standard special order products
                purchased by Distributor as "non-cancelable/non-returnable" do
                not quality for stock rotation.

        7.12    Price Protection

                Kofax agrees to provide Distributor with inventory price
                protection under the following terms and conditions:


<PAGE>   10

                7.12.1  Distributor acknowledges and agrees that Kofax has the
                        right to raise or lower prices set forth in the product
                        Price schedule (APPENDIX A) from time to time by giving
                        at least 30 days prior written notice to Distributor of
                        such intent.

                7.12.2  In the event that Kofax permanently decreases the price
                        of any Product, Distributor will be entitled to a credit
                        equal to the difference between the net price paid by
                        Distributor, less any prior credits granted by Kofax,
                        and the new decreased Distributor's price for the
                        Product multiplied by the quantity of such Product in
                        Distributor's inventory on the effective date of the

                        Similar price adjustments will also be made on all such
                        effected Products then on order, or in transit to
                        Distributor on the effective date of such price
                        decrease. This section does not apply to Price
                        reductions made by Kofax where such reductions are
                        initiated for reasons other than permanently reducing
                        prices and/or are periodic and temporary in nature.

                7.12.3  To obtain the credit described above, Distributor shall
                        submit to Kofax, not later than twenty (20) working days
                        after the effective date of such price decrease, a
                        Product inventory report as of the effective date.

                7.12.4  Upon Kofax's verification of the Product inventory
                        report, Kofax will apply the said credit to
                        Distributor's account, as of the effective date of such
                        price decrease. Kofax reserves the right to perform a
                        physical inventory at each Distributor location.

                7.12.5  In the event of a price increase, Distributor shall
                        continue to receive current pricing for (a) all Products
                        then on order and scheduled for delivery within thirty
                        (30) days from the effective date of the increase; and
                        (b) all new orders received within the thirty (30) day
                        notification period and scheduled for shipment before
                        the effective date of such price increase.

        7.13    Offset

                Kofax may, without notice, offset any overdue payments owed by
                Distributor to Kofax against any amounts that may be owing by
                Kofax to Distributor.

8. Termination

        8.1     This Agreement may be terminated at any time, without cause, by
                either party upon giving the other party at least sixty (60)
                days prior written notice. Such termination shall be effective
                on the date stated in said notice.


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        8.2     This Agreement may be terminated immediately for cause by either
                party in the event the other party (i) shall become insolvent or
                bankrupt, or (ii) admits in writing its inability to pay its
                debts as they mature, or (iii) makes an assignment for the
                benefit of creditors, or (iv) ceases to function as a going
                concern or to conduct its operations in the normal course of
                business, or (v) fails to perform any of the obligations imposed
                upon it under the terms of this Agreement so as to be in default
                hereunder and fails to cure such default within thirty (30) days
                after written notice thereof.

        8.3     In the event Kofax terminates this Agreement, Kofax shall
                repurchase, within one hundred and eighty (180) days of the
                effective termination date, all unsold Products in Distributors
                inventory. The repurchase price for such unsold Products shall
                be the actual net invoice price paid by Distributor less any
                prior credits granted by Kofax to Distributor. All Products to
                be repurchased pursuant to this paragraph 9.3 must be in unused,
                factory-shipped condition and must be returned in original

        8.4     In the event Distributor terminates this Agreement, Kofax shall
                repurchase, within one hundred and eighty (180) days of the
                effective date, all unsold Products in Distributors inventory.
                The repurchase price for such unsold Products shall be the
                actual net invoice price paid by Distributor less a twenty
                percent 20% restocking charge, and less any prior credits
                granted by Kofax to Distributor. All Products to be repurchased
                pursuant to this paragraph 9.4 must be in unused,
                factory-shipped condition and must be returned in the original

        8.5     Continued Support and Pricing

                If Kofax terminates this Agreement other than for the default of
                Distributor, Distributor shall be eligible to receive support
                and pricing as specified in this Agreement for a period of 60
                days following the date on which the termination becomes
                effective, to the extent such support and pricing are for the
                purpose of consummating sales proposals which were in effect on
                the effective date of termination. All orders subsequent to
                termination, shall be on a prepaid basis.

        8.6     Accrued Balances

                Within 30 days after any termination of this Agreement,
                Distributor must pay all outstanding account balances.

        8.7     Remedies Not Limited

                Neither the of this Agreement, nor the waiver of any right to
                terminate under this Agreement, shall limit any other remedies
                which Kofax may have for a default or breach by Distributor of
                this Agreement or any provisions thereof.


<PAGE>   12

9. Warranty

                Kofax warrants the Products in accordance with its standard
                warranty terms for each particular product as set forth in
                Appendix B. Distributor is authorized to pass this warranty
                through to Distributor's customers.

                This warranty period shall commence upon delivery of the
                Products by Kofax to the Distributor and shall continue for
                either the length of the warranty period plus three months
                (shelf life) or the actual length of the warranty period
                following delivery by Distributor to its end-user customer,
                whichever occurs first.

10. Defective Products

                Notwithstanding any other provision of this Agreement or of any
                APPENDIX hereto, Distributor may return for full credit any and
                all products found to be defective upon delivery, or within ten
                (10) days thereafter, provided, however, that any such defective
                Products are returned to Kofax, freight collect, within thirty
                (30) days of the discovery of the defect. However, prior to any
                Products being returned to Kofax, Distributor must obtain a
                Return Material Authorization (RMA) Number from Kofax and Place
                it on the outside of the carton containing the defective

        10.1    In the event of such a return, Kofax shall provide Distributor
                with a Return Material Authorization number, the location to
                which Distributor shall return the Product or item, and the
                method of transportation. In no event will Kofax accept any
                returned part or Products which does not have a valid Return
                Material Authorization number, nor will Kofax accept or pay for
                any excess charges, (duties, freight, or taxes) which become due
                in the event a returned item has been shipped in a manner not
                designated by Kofax.

11. Limitation on Cause of Action

                The Parties agree that any suit or other legal action or any
                arbitration relating in any way to this Agreement or to Products
                must be filed or officially commenced by party making a claim no
                later that 2 years after the cause of the claim first

12. Confidentiality

                If either party hereto receives from the other party written
                information which is marked "Confidential" and/or "Proprietary,"
                the receiving party agrees not to use such information except in
                the performance of this Agreement, and to treat such information
                in the same manner as it treats its own confidential
                information. The obligation to keep information confidential
                shall not apply to any such information that has been disclosed
                in publicly available sources; is,


<PAGE>   13

                through no fault of the party receiving the confidential
                information, hereafter disclosed in a publicly available source;
                is in the rightful possession of the party receiving the
                confidential information without an obligation of
                confidentiality; or is required to be disclosed by operation of
                law. Except as otherwise provided herein, the obligation not to
                disclose shall be for a period of one year after the termination
                of this Agreement.

13. Compliance with Law

                Distributor shall comply with all applicable Laws, statutes, and
                regulations relating to the sale and distribution of Products,
                and the performance of Distributor's duties and obligations
                under this Agreement. In particular, Distributor agrees not to
                sell any of the Products in any country or territory prohibited
                by applicable U.S. laws, and agrees to obtain from its customers
                representations that they will not resell, transfer, or assign
                any of the Products to any such prohibited countries or

14. Patent/Copyright Indemnification

                Kofax shall defend any suit or proceeding brought against
                Purchaser based on a claim of a third party that the Product(s),
                or any part thereof, furnished by Kofax constitutes an
                infringement of any patent of the U.S., provided that Kofax is
                notified promptly in writing and given Authority, information
                and assistance (at Kofax's expense) for the defense of such a
                suit or proceeding, and Kofax will pay all damages and costs
                awarded against Purchaser. In case the Product(s) furnished by
                Kofax, or any part thereof, is enjoined, Kofax shall, at its own
                expense and option (i) procure for Purchaser the right to
                continue using the Product(s), (ii) replace the same with
                non-infringing Product(s) (iii) modify the Product(s) so it
                becomes non-infringing, or (iv) grant the Purchaser 1 credit,
                for such equipment in accordance with the then applicable Kofax
                depreciation policy and accept its return. Kofax shall not be
                liable to Purchaser hereunder if the patent infringement or
                claim thereof is based upon the use of the Product in connection
                with other Products not delivered by Kofax, or in a manner for
                which the Kofax Product(s) was not designed, or where the
                Product(s) was modified by or for the Purchaser in a manner to
                become infringing.



<PAGE>   14

15. General Indemnification

        15.1    Kofax and Distributor each agrees to indemnify and hold the
                other harmless from and against any and all claims, damages and
                liabilities asserted by any person or entity resulting directly

                (i)     Any breach by it, or by any of its employees or agents,
                        of this Agreement or any of its warranties,
                        representations, covenants or obligations as provided
                        for in this Agreement.

                (ii)    Any negligent act, affirmative act of omission to act
                        by it or any of its employees or agents.
                        Such indemnification shall include the payment of all
                        reasonable attorneys' fees and other costs incurred by
                        the party seeking indemnification in defending such

        15.2    Notwithstanding anything to the contrary in this Agreement or
                the Exhibits or Appendices hereto, in no event will either party
                be liable to the other for (i) special, indirect or
                consequential damages or (ii) any damages whatsoever resulting
                from loss of use, data or profits, arising out of or in
                connection with this Agreement, whether in an action of contract
                or tort including negligence.

        15.3    Arbitration

                All disputes concerning the terms and conditions of this
                Agreement and involving less than $25,000 shall be subject to
                expedited binding arbitration outside of the American
                Arbitration Association ("AAA") before any attorney or expert
                who is knowledgeable and experienced in the data processing
                equipment and services field and who is selected by mutual
                agreement of the Parties. A Party shall commence arbitration by
                DELIVERING written notice to the other party. Where the parties
                cannot agree on an attorney as arbitrator or fail to act within
                30 days after notice or a commencement of arbitration is
                delivered, arbitration shall be by the AAA, subject to the rules
                of the AAA then in effect. The AAA shall decide, as required, on
                the number and identity of the arbitrators and the place of the
                arbitration. Judgment upon the award rendered in any arbitration
                may be entered in any court having jurisdiction of the matter.

        15.4    Attorneys' Fees

                If any arbitration, litigation, or other legal proceedings occur
                between the parties relating to this Agreement, the prevailing
                Party shall be entitled to recover (in addition to any other
                relief awarded or granted) its reasonable costs and expenses,
                including attorneys' fees, incurred in the proceeding.


<PAGE>   15

15.5 Notices

                Unless otherwise expressly provided for, all notices, requests,
                demands, consents or other communications required or pertaining
                to this Agreement must be in writing and must be delivered
                personally or sent by certified or registered mail (postage
                prepaid and return receipt requested) to the other Party at the
                address set forth below (or to any other address given by either
                Party to the other Party in writing):

                TO KOFAX:                         TO DISTRIBUTOR:

                3 Jenner Street                   _______________________

                Irvine, CA 92718                  _______________________

                Attention: Contracts Manager      _______________________

                In case of mailing, the effective date of delivery of any
                notice, demand, or consent shall be considered to be 5 days
                after proper mailing.

15.6 Waiver and Amendment

                No waiver, amendment, or modification of this Agreement shall be
                effective unless in writing and signed by the Party against whom
                the waiver, amendment, or modification is sought to be enforced.
                No failure or delay by either Party in exercising any right,
                power, or remedy under this Agreement shall operate as a waiver
                of the right, power, or remedy. No waiver of any term, condition
                or default of this Agreement shall be construed as a waiver of
                any other term, condition, or default.

15.7 Assignment

                This Agreement is binding upon and insures to the benefit of the
                successors and assigns of the Parties. However, Distributor may
                not assign or transfer the rights or obligations granted to it
                under this Agreement without the prior written consent of Kofax.

15.8 No Third Party Rights

                This Agreement is not for the benefit of any third party and
                shall not be deemed to grant any right or remedy to any third
                party, whether or not referred to in this Agreement.


<PAGE>   16

15.9 Headings

                The section and paragraph headings of this Agreement are
                intended as a convenience only, and shall not affect the
                interpretation of its provisions.

15.10 Singular and Plural Terms

                Where the context of this Agreement requires, singular terms
                shall be considered plural, and plural terms shall be considered

15.11 Severability

                If any provision(s) of this Agreement is finally held by a court
                or arbitration panel of competent jurisdiction to be unlawful,
                the remaining provisions of this Agreement shall remain in full
                force and effect to the extent that the intent of the parties
                can be enforced.

15.12 Governing Law and Forum

                Unless otherwise provided, the validity, construction, and
                performance of this Agreement is governed by the laws of
                California. Distributor agrees that this Agreement is considered
                to be entered into in Orange County, California, and that all
                obligations of Kofax under this Agreement are incurred in and
                are to be performed in Orange County. The parties consent to
                personal jurisdiction in Orange County with respect to any
                arbitration or suit brought relating to this Agreement. The
                Parties waive all objections to venue to the extent permitted by

16. General Terms and Conditions

        16.1    Relationship of the Parties

                This Agreement does not constitute a partnership agreement, nor
                does it create a Joint venture or agency relationship between
                the Parties.

        16.2    Survivorship

                All obligations and duties hereunder which shall by their nature
                extend beyond the expiration or termination of this Agreement,
                shall survive and remain in effect beyond any expiration or
                termination hereof.

        16.3    Force Majeure

                Neither party shall be responsible for any delay or failure in
                performance of any part of this agreement or order to the extent
                that such delay or failure is caused by fire, flood, explosion,
                war, strike, embargo, government requirement action


<PAGE>   17

                of civil or military authority, act of God act or omission of
                carriers or the inability to obtain necessary labor, materials,
                (or manufacturing facilities or any other similar causes beyond
                its control. In the event of any such delay, the time of
                performance that was delayed for such causes will be extended
                for a period equal to the time lost by reason of the delay.
                Kofax shall have the right to cancel any order placed or to
                refuse or delay the shipment thereof for failure of Distributor
                to promptly meet payments due Kofax or any other reasonable
                requirements established by Kofax or for any acts or omissions
                of Distributor which delays Kofax's performance.

        16.4    Conflicting Terms

                The Parties agree that the terms and conditions of this
                Agreement shall prevail, notwithstanding the contrary or
                additional terms, in any purchase order, sales acknowledgment,
                confirmation or any other document issued by either Party
                effecting the purchase and/or sale of Products.

        16.5    Export Authorization

                Regardless of any disclosure made by Distributor to Kofax of any
                ultimate of the Products, Distributor will not export, re-export
                or re-sell to any unauthorized end use either directly or
                indirectly, any Product or system incorporating such Product
                without first obtaining prior written authorization from the
                U.S. Department of Commerce or any other Agency or Department of
                the United States Government, as and if required.

        16.6    Entire Agreement

                This Agreement, including all appendices, constitutes the
                complete and final Agreement between the Parties, and supersedes
                all prior negotiations and agreements between the parties
                concerning its subject matter.

                IN WITNESS WHEREOF, the parties have duly executed this
                Agreement effective as of the date first above set forth.


                BY: DAVID E. LAW                BY: RICK MURPHY
                   -----------------               -----------------

                NAME:DAVID E. LAW               NAME:  RICK MURPHY
                     ---------------                 ---------------

                TITLE: President                TITLE: V.P. Sales
                      --------------                  --------------

                DATE: 7/31/90                   DATE:  8/16/90
                     ---------------                 ---------------

<PAGE>   18


                              Tech Data Corporation

This addendum is written to amend the Distributor Agreement dated March 1, 1993.

WHEREAS Kofax desires to appoint Tech Data as its non-exclusive distributor to
market its new NetScan Product within the territory defined as Canada, The
United States of America and its territories and possessions, and

WHEREAS Tech Data desires to sell the Kofax NetScan products within the
territory defined above,

Kofax hereby amends the Distribution Agreement to incorporate the NetScan
product into Tech Data's product line. The pricing of the product at it's
introduction is established as:

               List Price               [*]

               Tech Data Discount       [*]

All other terms and conditions of the said Agreement will remain unchanged.


/s/                                    /s/
--------------------------------       -----------------------------------
Signature, Title                       Signature, Title

           8-8-96                                 10/23/96
--------------------------------       -----------------------------------
Date                                   Date

*       Such portions are filed under an application for confidential treatment.