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 _________ ('aaa'), and bbb, ltd., a corporation organized and existing under the laws of _________(placename) and having its registered office at _________ ('bbb') and

whereas, in _________(year), ccc, inc., a corporation organized and existing under the laws of the state of _________(placename) ('ccc'), 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 'jva');

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 'mda');

whereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products ('ccc products') 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 amicably terminated as of _________(m,d,y).

3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with ccc products. however, aaa and its designee shall not be responsible for or assume any of bbb's liabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature) to any of bbb's customers even if aaa or its designee received an introduction to the customer from bbb and entered into a business relationship with said customer.

4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbb's customer list, goodwill, etc. (hereinafter referred to collectively as 'settlement proceeds'). the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section 4 below. upon aaa's payment and bbb's receipt of the settlement proceeds, each party, representing all of each party's respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said party's subsidiaries, affiliated companies, directors, officers, and employees thereof, for all claims arising out of or resulting from the termination of the jva and mda.