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Full Doc
 | 2004 |
Authorized Channel Partner Agreement
Authorized Channel Partner Agreement (70K)
Doc #203094: Click preview link for longer preview.
AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
VALUE ADDED RESELLER
(United States)
This Autodesk Authorized Channel Partner Agreement (VARAgreement), effective on February 1, 2004 (Effective Date) is made between Autodesk, Inc., a Delaware corporation (Autodesk), and Value Added Reseller (VAR) as set forth below:
Avatech Solutions Subsidiary, Inc.
11400-A Cronridge Drive
Owings Mills, MD 21117
FAX: 410- 581- 8088
0070000270, 0070001091, 0070001359 & 0070001471 01
1. Definitions
1.1 Autodesk Channel Partner Policies and Procedures shall mean the documents posted to the AACPW, as periodically amended by Autodesk, in its sole discretion, that sets forth the policies and procedures to be followed by VAR, which is hereby incorporated by reference.
1.2 Autodesk Master Government Reseller (or Master Government Reseller) shall mean the partner(s) Autodesk contracts with to administer marketing and sales to qualifying government customers.
1.3 Authorized Location shall mean each physical location as identified in Exhibit(s) A where VAR is authorized to market and distribute Authorized Products to End Users and offer support thereto, as identified in the Product Requirements Chart covering each such Authorized Product(s).
1.4 Authorized Product(s) shall mean the Autodesk software product(s), Updates, Bug Fixes or Enhancements thereto, which (a) VAR has procured directly from Autodesk or from an Autodesk Distribution Partner in accordance with this VAR Agreement, and (b) VAR is authorized to market and distribute to End Users only in accordance with the Product Requirements Chart and Exhibit A(s) which corresponds to such Authorized Product(s).
1.5 Autodesk Authorized Channel Partner Website (AACPW) shall mean One Team Web or any other successor site as designated by Autodesk. VAR is required to review the AACPW at least weekly.
1.6 Authorized Territory shall mean the geographical area of the United States identified in Exhibit A(s) within which VAR is authorized to market and distribute Authorized Products to End Users and offer support thereto corresponding to such Product Requirements Chart.
1.7 Autodesk Distribution Partner shall mean any entity currently authorized in writing by Autodesk to distribute Autodesk software products to third parties other than End Users.
1.8 Autodesk Direct Customer(s) shall mean any End User to whom Autodesk sells Autodesk software products directly. Autodesk Direct Customers include all named accounts, Autodesk Store customers and all state, local and federal government End Users.
1.9 Cooperative Marketing Funds or Co-op shall mean funds provided by Autodesk which are made available to VAR for promotion of Authorized Products, under the terms of this VAR Agreement.
1.10 Co-op Guide shall mean the document published by Autodesk that sets forth the requirements for obtaining Co-op.
1
1.11 Dedicated Personnel means that each qualified employee only sells or supports a single Vertical Product in addition to the Horizontal Products.
1.12 Earnbacks shall mean credits that VAR may receive, under the terms of this VAR Agreement, upon the achievement of VARs Target.
1.13 End User shall mean a customer of Autodesk who has acquired a license for one or more Authorized Products from VAR for the personal or business use of such customer and not for transfer or resale.
1.14 End User License shall mean the then-current license agreement shipped with, incorporated in, or made available by download with each Authorized Product(s), which sets forth the terms and conditions under which an End User may use such
product(s).
1.15 End User Records shall mean the records maintained by VAR that show, at minimum, the name and address of each End User to whom VAR has sold the Authorized Product(s).
1.16 Extensions shall mean a license to use a modular addition to a Software Program incorporating corrections or enhancements under the Autodesk Subscription Program which supplement and enhance that Software Program.
1.17 Government Account Guide shall mean the document separately published by Autodesk that sets forth the requirements for government accounts, which may be updated by Autodesk from time to time in its sole discretion.
1.18 Horizontal Products shall mean AutoCAD, Autodesk VIZ, Autodesk Raster Design, On-Site View and any other Autodesk products as Autodesk may designate in its sole and absolute discretion during the Term.
1.19 Minimum Purchase Requirement shall mean the minimum purchase requirements as set forth in the Products Requirement Chart, and/or as set periodically by Autodesk in its sole and absolute discretion.
1.20 Support Program means the minimum End User support training, authorization and tracking requirements as set forth in Exhibit E hereto.
1.21 Product Requirements Chart shall mean the Exhibit B to this VAR Agreement which sets forth the terms and conditions under which VAR is authorized to market, distribute, and support one or more Authorized Products to End Users. The Product Requirements Chart is supplemented by the detailed Product Requirements Sheets available on the AACPW. VAR may not market or distribute any Authorized Product(s) to End Users until Autodesk has delivered to it a fully executed copy of this VAR Agreement with a completed Exhibit(s) A corresponding to such Authorized Product(s). VAR must continuously meet the requirements set forth in the Product Requirements Chart and the corresponding Products Requirements Sheets for each Authorized Location in which VAR intends to market, distribute, and support the Authorized Products. The Product Requirements Chart and each of the Products Requirements Sheets are hereby incorporated into and made part of this VAR Agreement.
1.22 QualifiedPersonnel means that each full-time VAR employee has passed the appropriate Autodesk exam(s), and continues to maintain the appropriate technical skill and product experience as stated in detail in the AACPW.
1.23 Strategic Account Guide shall mean the document separately published by Autodesk that sets forth the requirements for strategic accounts which may be updated by Autodesk from time to time in its sole discretion.
1.24 Target shall mean the revenue target set by Autodesk based upon purchases of Authorized Product(s).
1.25 Term shall mean the period of time beginning with the Effective Date, and shall continue in effect through midnight on January 31, 2005 when it shall then terminate, unless terminated earlier under the provisions of this VAR Agreement.
1.26 Updates, Bug Fixes, and Enhancements collectively shall mean additions or corrections to any Authorized Product(s) which (a) Autodesk designates as a modified or updated version of such Authorized Product(s), and (b) requires the End User to whom it is distributed to have previously licensed the Authorized Product(s) corresponding to such modified or upgraded version. In no event shall this include an Extension.
203094
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Autodesk
As referenced in this Authorized Channel Partner Agreement:
Autodesk, Inc. – EXHIBIT 10.02
AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
VALUE ADDED RESELLER
(United States)
This Autodesk Authorized Channel Partner Agreement (VARAgreement), effective on February 1, 2004 (Effective Date) is made between Autodesk, Inc. , a Delaware corporation (Autodesk), and Value Added Reseller (VAR) as set forth below:
Avatech Solutions Subsidiary, Inc.
11400-A Cronridge Drive
Owings Mills, MD 21117
FAX: 410- 581- 8088
_____________
Autodesk, Inc. – sent to VAR by Autodesk, or (b) by facsimile, and will be deemed served when received by Autodesk from VAR or when sent to VAR by Autodesk.
If to Autodesk: Autodesk, Inc.
111 McInnis Parkway
San Rafael, California 94903
Attn: General Counsel
Facsimile: (415) 507-6126
If to VAR, to the address and facsimile number identified on the first page of
_____________
AUTODESK, INC. – pursuing, any remedy for a breach shall not constitute a waiver of such breach.
The undersigned are duly authorized to execute this VAR Agreement on behalf of their respective parties.
AUTODESK, INC.
VAR
By:
By:
Steve Blum
Printed Name
Printed Name
Vice President, Americas Sales
Title
Title
Date
Date
13
EXHIBITS REDACTED
14
AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
Autodesk Direct VAR
_____________
AUTODESK, INC. – Addendum, the VAR Agreement shall remain in full force and effect.
The Undersigned are duly authorized to execute this Autodesk Direct VAR Addendum on behalf of their respective parties.
Autodesk
AUTODESK, INC.
VAR
Company:
By:
By:
Steve Blum
Printed Name
Vice PresidentAmericas Sales
Title
Title
Date
Date
3
EXHIBIT A
DIRECT VAR REQUIREMENTS CHART
Must be Vertically Authorized and meet the
_____________
dt 1460476
;
| Avatech Solutions Inc.
|
Preview
Full Doc
| 2003 |
IBM Business Partner Agreement
IBM Business Partner Agreement (200K)
Doc #203038: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.17
{SEQUENCE}5
{FILENAME}exh10-17.txt
{DESCRIPTION}IBM BUSINESS PARTNER AGREEMENT
{TEXT}
Exhibit 10.17
[Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.]
IBM Business Partner Agreement
Solution Provider Profile
----------------------------------------------------------------------------
We welcome you as an IBM Business Partner-Solution Provider.
This Profile covers the details of your approval to actively market
Products and Services. As our Solution Provider, you enhance Products
and Services with your solution to provide Products and Services capable
of satisfying the Customer's requirements.
By signing below, each of us agrees to the terms of the following
(collectively called the "Agreement"):
(a) this Profile;
(b) General Terms (Z125-5478-07 08/2002);
(c) the applicable Attachments referred to in this Profile; and
(d) the Exhibit.
This Agreement and its applicable transaction documents are the complete
agreement regarding this relationship, and replace any prior oral or
written communications between us. Once this Profile is signed, 1) any
reproduction of this Agreement or a transaction document made by reliable
means (for example, photocopy or facsimile) is considered an original, to
the extent permissible under applicable law, and 2) all Products and
Services you market and Services you perform under this Agreement are
subject to it. If you have not already signed an Agreement for Exchange
of Confidential Information (AECI), your signature on this Profile
includes your acceptance of the AECI.
After signing this Profile, please return a copy to the IBM address shown
below.
Revised Profile (yes/no): YES Date received by IBM: _______________
Date received by IBM:
Agreed t: Agreed to:
Jack Henry & Associates, Inc. International Business
Machines Corporation
By_____________________________ By_____________________________
Authorized Signature Authorized signature
Name (type or print): Name (type or print):
Date: Date:
IBM Business Partner Number: 1004727
IBM Business Partner address: IBM address:
663 W. Highway 60 4111 Northside Parkway Suite
Monett, MO 65708 Atlanta, GA 30327
ASPID: 18784
{PAGE}
DETAILS OF OUR RELATIONSHIP
Contract Period Start Date (month/year): 01/03 Duration: 24
Relationship Approval/Acceptance of Additional Terms:
For each approved relationship, each of us agrees to the terms of the
following by signing this Profile. Copies of the Attachments are included.
Approved Relationship Applicable Attachment
(yes/no)
Solution Provider Attachment Yes Z125-5480-05 08/2002
Complementary Marketing Terms Attachment Yes Z125-5498-03 03/2001
Remarketer Terms Attachment Yes Z125-5497-06 08/2002
North American Marketing Attachment Yes Z125-5891-02 01/2000
Federal Remarketer Attachment Yes Z125-5514-02 05/2002
Additional Terms
Federal Certification Attachment Yes Z125-5515-02 04/99
Federal GSA Contract Attachment No Z125-6016-00 03/99
Attachment for Services Marketing
for Remarketers Yes Z125-5750-00 11/1997
Attachment for IBM as Subcontractor
for Services Yes Z125-5718-00 12/97
Attachment for Network and e-business
Services for Remarketers No Z125-5744-01 12/2001
Attachment for ServiceSuite - Remarketer Yes Z125-5767-03 01/2001
Attachment for Finance Services from
IBM Credit Corporation Yes Z125-5795-04 06/2002
Marketing of Used Equipment Attachment Yes Z125-5595-02 06/2000
Attachment for Acquisition of IBM Personal
Computer Products & Services from IBM
PartnerChoice Yes Z125-6646-01 07/2002
Internet Service Provider Agreement Yes Z125-6130-01 06/2000
e-business Hosting Services Attachment
for Remarketers No Z125-6627-01 07/2002
You are approved to market to: End Users Only
Approved Only for Development System (yes/no): NO
You are approved to use the Products identified in this section, including
their associated Programs and peripherals, for development purposes. This
section is approval for development use and is not approval to market these
Products. The Products and Services section on the next page is approval
for both marketing and development.
Development System Products:
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
{PAGE}
203038
|
IBM
As referenced in this IBM Business Partner Agreement:
}IBM – {DOCUMENT}
{TYPE}EX-10.17
{SEQUENCE}5
{FILENAME}exh10-17.txt
{DESCRIPTION}IBM BUSINESS PARTNER AGREEMENT
{TEXT}
Exhibit 10.17
[Confidential materials omitted and filed separately with
IBM – Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.]
IBM Business Partner Agreement
Solution Provider Profile
----------------------------------------------------------------------------
We welcome you as an IBM Business Partner-
IBM – Asterisks denote omissions.]
IBM Business Partner Agreement
Solution Provider Profile
----------------------------------------------------------------------------
We welcome you as an IBM Business Partner-Solution Provider.
This Profile covers the details of your approval to actively
IBM – your acceptance of the AECI.
After signing this Profile, please return a copy to the IBM address shown
below.
Revised Profile (yes/no): YES Date received by IBM: _______________
Date
IBM – copy to the IBM address shown
below.
Revised Profile (yes/no): YES Date received by IBM : _______________
Date received by IBM:
Agreed t: Agreed to:
Jack Henry & Associates, Inc. International
dt 51141
;
|
Jack Henry
As referenced in this IBM Business Partner Agreement:
Jack Henry & Associates, Inc. – this Profile, please return a copy to the IBM address shown
below.
Revised Profile (yes/no): YES Date received by IBM: _______________
Date received by IBM:
Agreed t: Agreed to:
Jack Henry & Associates, Inc. International Business
Machines Corporation
By_____________________________ By_____________________________
Authorized Signature Authorized signature
Name (type or print): Name (type or print):
Date: Date:
IBM Business Partner Number: 1004727
IBM Business Partner address:
_____________
Jack Henry & Associates, Inc. – IBM approved Value Added Enhancements
(VAE) or Approved Solutions (AS) your firm is approved to market under
the terms and conditions of your authorized IBM Business Partner Agreement
and Profile.
Jack Henry & Associates, Inc.
Product
VAE or AS
Exhibit Approval Date
RS6O 10-30-02
Episys
INDUSTRY: Finance
ELIGIBLE PRODUCTS:
pSeries and RS/6000 - all models
MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing
_____________
Jack Henry & Associates, Inc. – SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or
If jointly marketing - installation and implementation of an eligible
IBM product when sold by Jack Henry & Associates, Inc. ; with the
following application and listed modules:
Episys
Modules: Share Accounting, Share Draft Account, General
Ledger, Loan Accounting, Certificates of Deposit
o Billed Value Measurement required: No
o Face-
_____________
Jack Henry & Associates. Inc. – Ledger, Loan Accounting, Certificates of Deposit
o Billed Value Measurement required: No
o Face-to-Face Meeting required: Yes
MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates. Inc. to
jointly market
A400 10-30-02
RS60
Internet Managed Services
INDUSTRY: Outsourcing
ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models
o Netfinity - All models
o
_____________
Jack Henry
& Associates, Inc. – SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry
& Associates, Inc. ; with the following application and listed modules:
CIF 20/20
Modules: Customer Information File and at least four of the
following: Customer Profitability, Demand Deposit Accounting,
Savings Accounting, Club
_____________
dt 1476995
|
Preview
Full Doc
| 2003 |
E- Commerce Business Partner Agreement
E- Commerce Business Partner Agreement (8K)
Doc #203039: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}6
{FILENAME}myofz_ex10-3.txt
{TEXT}
E- Commerce Business Partner Agreement
Agreement No. MYOFFIZ / MSE / 1 / 2000-DA
Effective Date : 1 January 2000 to 31 December 2003.
Contract Party :
1. This agreement is made between Myoffiz.com Pte Ltd located
at No. 45 Genting Lane #05-02 Genting Warehouse Complex
Singapore 349557 hereinafter referred to as Myoffiz and
Micro Solutions Enterprises ( Head Quarters in U.S.A. )
located at 9111 Mason Avenue, Chatsworth , California 91311
U.S.A. represented by MSE Enterprise Singapore Pte Ltd
located at Block 4010 Ang Mo Kio Avenue 10 #07-05 TechPlace
1. Singapore 569626 both hereinafter referred to as MSE.
This agreement shall governs the appointment of Myoffiz as
the Exclusive E-commerce business partner of MSE for the
full range of products to be traded On Line at Myoffiz.com E-
Commerce Website setup by Myoffiz located in Singapore and
Asia Pacific Region .
MYOFFIZ and MSE hereby agrees as follow:
2. Duration Of Contract Term
2.1 This agreement shall commence on the effective date
stipulated in herewith and shall have a term of three years
with effect from January 2000. After expiration of the full
three year term, this agreement shall remain in force
automatically for another three years until terminated by
either party with at least 30 days prior written notice.
3. Territory Rights
3.1 MSE agreed and authorized Myoffiz to represent their full
range of products covering the ASIA Pacific Region. Myoffiz
will sell the full range or selected range of all MSE
products through Myoffiz.com website throughout Asia Pacific
Region. The list of countries covering Asia Pacific Region
are :
3.2 Singapore , Malaysia , Indonesia , Thailand , Philippines ,
Japan , Republic of China , Taiwan , South Korea , India ,
Vietnam , Pakistan , Hong Kong and Brunei.
MSE Enterprise (S) Pte Ltd
Block 4010 Ang Mo Kio Ave 10 #07-05 Techplace 1 Singapore 569626
Telephone : 65.451 7044 Fax : 65.552 4932
-Page-
E- Commerce Business Partner Agreement
Agreement No. MYOFFIZ / MSE / 1 / 2000-DA
4.1 Products
4.1 Myoffiz will represent and list MSE full range or selected
range or the 20 percent most popular range of products at
Myoffiz.com website. The main core products are laser toner ,
inkjet cartridge and photo papers for various brand of printers.
4.2 In the event where MSE launch any new products , MSE shall
inform Myoffiz through their representative in Singapore.
Myoffiz will be by default given the rights and authority
to represent any new range of MSE product.
5.0 Advertising and Promotion ( A & P )
5.1 MSE will grant Myoffiz full rights to use MSE logo to
advertise , exhibit or perform any sales promotion ,
advertisement on newspaper , website or any advertisement
medias. Myoffiz will have full authority to use the logo
without infringing MSE trade marks or copyrights against
MSE. At all times, Myoffiz will not misuse or misrepresent
MSE logo for other purpose other than promoting MSE
products.
5.2 MSE shall provides and support Myoffiz with any promotional
materials , catalogs , exhibition materials, samples,
stickers, labels, gifts etc.
5.3 In the event if Myoffiz participate in any exhibition to
promote Myoffiz.com website, MSE may support or subsidise
MYOFFIZ in terms of advertisement space or co-sharing of the
exhibition cost .
5.4 Upon our official launching of our e-commerce Myoffiz.com
website, Myoffiz will make a public announcement and press
release to local newspaper stating the appointment of
Myoffiz as the Authorized Sole Distributor for MSE full
range of product for the purpose of e-commerce. During this
announcement, MSE may support Myoffiz in subsidizing the
advertising cost .
MSE Enterprise (S) Pte Ltd
Block 4010 Ang Mo Kio Ave 10 #07-05 Techplace 1 Singapore 569626
Telephone : 65.451 7044 Fax : 65.552 4932
-Page-
E- Commerce Business Partner Agreement
Agreement No. MYOFFIZ / MSE / 1 / 2000-DA
6.0 Warranty and Support
203039
| Myoffiz.com Pte Ltd.;
Micro Solutions Enterprises;
| Myoffiz Inc
|
Preview
Full Doc
| 2003 |
U.S. Business Development Partner Agreement
U.S. Business Development Partner Agreement (259K)
Doc #203129: Click preview link for longer preview.
HP U.S. BUSINESS DEVELOPMENT PARTNER AGREEMENT
1.
DEFINITIONS
All capitalized terms used but not defined herein shall have the meaning assigned to such terms in the HP U.S. Business Development Partner Agreement Definitions Addendum.
2.
APPOINTMENT
A.
HP appoints Business Development Partner as an authorized, non-exclusive Business Development Partner for the purchase and resale or sublicense of Products, Services and Support subject to the terms and conditions of this Agreement. HP reserves the right to sell Products, Services and Support to all HP end-user customers and Business Development Partners.
B.
HP appoints Business Development Partner to engage in Transactions, as set forth in this Agreement.
C.
The nature and scope of Business Development Partners authorization, including any geographic, vertical market or other restrictions, are detailed in Addenda to this Agreement. The Products, Services and Support covered by Business Development Partners authorization, including any discounts and commitment levels, and sourcing and selling restrictions are detailed in Addenda or the Partnership Website.
D.
Business Development Partner will sell Products, Services and Support only to Customers.
E.
When acting in its capacity as an authorized Business Development Partner, Business Development Partner will purchase Products, Services and Support only directly from an HP authorized Distributor set forth on the U.S. Distributor Summary Matrix located at http://partner.americas.hp.com, unless otherwise agreed to in an Addendum.
F.
When acting in its capacity as an authorized Business Development Partner reselling Products, Business Development Partner shall ensure that its employees complete any training courses and/or certification designated by HP for each authorized location. Only Business Development Partners full time employees are eligible for HP certification. Business Development Partners contract and part-time employees shall not be eligible for certification. Training requirements for Products are defined on the Partnership Website.
G.
Business Development Partner accepts appointment on these terms and conditions.
3.
STATUS CHANGE
A.
If Business Development Partner wishes to:
1.
Change its name;
2.
Add, close or change an HP-approved Ship-To, delivery or other HP-authorized location; or
3.
Undergo a merger, acquisition, consolidation or other reorganization with the result that any entity controls twenty percent (20%) or more of Business Development Partners capital stock or assets after such transaction, or assumes management of Business Development Partner operations; then Business Development Partner will notify HP in writing within five (5) business days prior to the intended date of change, or the earliest date Business Development Partner is legally permitted to provide such information. In no event shall such notice be given more than five (5) days after the change has occurred. Each event referenced in this Section 3(A) shall be defined as a Status Change. HP reserves the right to terminate this Agreement for cause if Business Development Partner fails to notify HP as set forth herein of a Status Change.
Business Development Partner shall provide HP all information and documents requested by HP for the purpose of evaluating such status change.
B.
HP will promptly notify Business Development Partner of its consent to the continuation of Business Development Partners authorization following such a change in status, provided that HP may terminate this Agreement immediately upon notice in the event HP does not consent to such change. Pending HPs notification, HP will have no obligation to perform under this Agreement.
4.
RELATIONSHIP
A.
Business Development Partner and HP are independent contractors for purposes of this Agreement. This Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between the parties.
B.
Neither party will have, nor represent that it has, any power, right, or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party without such other partys express written consent. Business Development Partner acknowledges that any commitment made by Business Development Partner to its Customers with respect to price, quantities, delivery, specifications, warranties, modifications, interfacing capability or suitability will be Business Development Partners sole responsibility, and Business Development Partner will indemnify HP from liability for any such commitment by Business Development Partner.
C.
Each Party shall control the means, manner and method of its performance. Neither Party shall either exercise or have the right to exercise any control, supervision or oversight of the other Partys performance.
HP Confidential
Page 2 of 15
D.
HP may market Third Party Products, including Third Party Products in competition with Products, without making those Third Party Products available to Business Development Partner. HP reserves the right to resell Products, Services and Support, and Third Party Products directly to Customers without relying on Business Development Partner. Each Party reserves the right to market, promote and resell products and services in competition with the other Party.
E.
HP will not be deemed a party to any agreement between Business Development Partner and any subsequent purchaser or licensee.
F.
Immediately upon notification from HP to Business Development Partner, the Business Development Partner shall change or cease representations or business practices pertaining to this relationship found to be misleading or deceptive by HP.
G.
Business Development Partner shall conduct all activities relating to its business with HP in accordance with the highest standards of ethics and fairness as well as in compliance with all applicable United States and State laws and regulations.
H.
Neither Party shall be responsible for failure or delay in performance due to circumstances beyond its reasonable control, such as labor disputes, natural disasters, shortage of or inability to obtain labor, energy, and materials, war, riot, embargo, fire, or any other act or condition beyond the reasonable control of the non-performing Party. Notwithstanding the foregoing, nothing shall relieve Business Development Partner from any payment obligations under this Agreement.
I.
Neither Party shall issue any press release concerning this Agreement without the prior written consent of the other Party as to form, content, and timing of the press release.
J.
Notwithstanding any other provisions of this Agreement, HP may elect at any time during the term of this Agreement to announce new Products to which the terms and conditions of this Agreement may not apply.
K.
Prior to entering into this Agreement, Business Development Partner must inform HP if it at any time in the past previously executed a reseller or distributor agreement with HP or, prior to the merger of HP and Compaq Computer Corporation, with Compaq, and was de-authorized under such agreement.
5.
SOURCING AND SELLING
A.
Business Development Partner may purchase Products or Services for resale purposes only from HP authorized Distributors set forth on the U.S. Distributor Summary Matrix located at http://partner.americas.hp.com, or as permitted in any addenda agreed to by HP and Business Development Partner. Business Development Partner may purchase Products or Services for resale purposes directly from HP, provided that Business Development Partner: (i) meets the revenue requirements set forth on the Partnership Website; or (ii) executes an Addendum that sets forth a direct purchase relationship. Business Development Partner may not purchase Products or Services for resale purposes from Other Business Development Partners and/or any unauthorized sources.
B.
Business Development Partner may resell Products, Services and Support only to Customers.
C.
Business Development Partner may not resell Products to any division or subsidiary of the Business Development Partners corporate parent.
D.
Business Development Partner may purchase and resell Open and Controlled Products. Business Development Partner may purchase and resell Enterprise Servers and Storage Products only if Business Development Partner has successfully completed any HP designated criteria for purchasing and reselling Enterprise Servers and Storage Products as permitted in any addenda agreed to by HP and Business Development Partner.
E.
Business Development Partner may resell Products over the internet, provided that Business Development Partner:
1.
implements policies supporting Customer satisfaction as a primary concern;
2.
provides Customer support including, but not limited to, the following activities:
a.
maintaining a toll-free support telephone number during regular posted hours of operation;
b.
providing pre-sales support;
c.
providing accurate detailed Product specification information on Partnership Website;
d.
providing front line technical support; and
e.
posting clear policy/procedures on Partnership Website.
3.
sells packaged services for ongoing Customer support (i.e. HP Care Pack services);
4.
primarily sells new Products and clearly identifies used or Refurbished Products and state such used or Refurbished Products are not warranted by HP;
5.
does not sell Products, Services, or Support via an Auction;
6.
acknowledges by accepting the terms and conditions of this Agreement that selling over the internet will be granted for a specific domain name. Business Development Partner is authorized to sell via a URL that matches the Business Development Partners HP authorized d/b/a name. New or additional domain names require HP approval prior to Business Development Partners posting of HP Products; and
203129
|
Hewlett-Packard
As referenced in this U.S. Business Development Partner Agreement:
HEWLETT-PACKARD – 14 7 dex1014.htm HP U.S. BUSINESS DEVELOPEMENT PARTNER AGREEMENT
Exhibit 10.14
H
HEWLETT-PACKARD COMPANY
U.S. BUSINESS DEVELOPMENT PARTNER AGREEMENT
SIGNATURE PAGE
ICN #
LEGAL BUSINESS NAME
SYNNEX
Hewlett-Packard – Contract is made and entered into by and between SYNNEX Corporation, a Delaware corporation, and Hewlett-Packard Company, a Delaware corporation.
AUTHORIZED SIGNATURES
HEWLETT-PACKARD COMPANY
/s/ Simon Y. Leung
/s/
HEWLETT-PACKARD – between SYNNEX Corporation, a Delaware corporation, and Hewlett-Packard Company, a Delaware corporation.
AUTHORIZED SIGNATURES
HEWLETT-PACKARD COMPANY
/s/ Simon Y. Leung
/s/ Janet S. McAllister
Authorized Signature
Janet S. McAllister
Hewlett-Packard – or use any internet domain name which contains HPs Marks, e.g., HP, hp, or Hewlett-Packard , in whole or in part or any other name which is confusingly similar thereto.
Hewlett-Packard – excluding Saturday, Sunday, and federal government holidays.
C.
Notices to HP shall be sent to Hewlett-Packard Company, HP Americas Partners Contracts Organization, 10955 Tantau Avenue, Bldg 45 North-Middle, MS
dt 51503
;
| Synnex Corp
|
Preview
Full Doc
| 2003 |
Termination of Partner Agreement
Termination of Partner Agreement (4K)
Doc #203140: Click preview link for longer preview.
TERMINATION OF
PARTNER AGREEMENT
THIS TERMINATION of Partner Agreement (Termination) is made as of the 3rd day of June, 2003, by and between Ruby Tuesday, Inc., a Georgia corporation (the Company or RTI), and Mark S. Ingram, an individual (Partner), with respect to that certain Partner Agreement dated June 5, 2002 between Company and Partner (the Agreement).
WHEREAS, Company and Partner are parties to the Agreement; and
WHEREAS, Partner and Company desire to terminate the Agreement as hereinafter set forth; and
WHEREAS, capitalized terms not otherwise defined herein shall have the meanings attributed to such terms in the Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and conditions herein contained, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
203140
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Ruby Tuesday
As referenced in this Termination of Partner Agreement:
Ruby Tuesday, Inc – TERMINATION OF
PARTNER AGREEMENT
THIS TERMINATION of Partner Agreement (Termination) is made as of the 3rd day of June, 2003, by and between Ruby Tuesday, Inc ., a Georgia corporation (the Company or RTI), and Mark S. Ingram, an individual (Partner), with respect to that certain Partner Agreement dated
_____________
Ruby Tuesday, Inc – Partner and RTI have executed this Termination as of the 3rd day of June, 2003.
BY: /s/ Mark S. Ingram
Mark S. Ingram
Ruby Tuesday, Inc .
BY: /s/ Samuel E. Beall, III
Title: Chairman and Chief Executive Officer
BY: /s/ Robert S. LeBoeuf
Witness
_____________
dt 610806
;
| Mark S. Ingram
|
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Full Doc
| 2003 |
Independent Software Vendor Partner Agreement
Independent Software Vendor Partner Agreement (68K)
Doc #203141: Click preview link for longer preview.
Independent Software Vendor Partner Agreement
HYPERION
PARTNER
Hyperion Solutions Corporation
Company Name:
Lawson Software
1344 Crossman Avenue
Address:
380 St. Peter Street
Sunnyvale, CA 94089
St. Paul, MN 55002
USA
USA
Phone:
Phone:
Fax:
Fax:
Effective Date June 13, 2003
/s/
Signature
/s/
Signature
Printed Name
. . .
203141
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Lawson Software
As referenced in this Independent Software Vendor Partner Agreement:
Lawson Software
– through this document
EXHIBIT 10.26
Agreement Number
Hyperion Solutions Corporation
Independent Software Vendor Partner Agreement
HYPERION
PARTNER
Hyperion Solutions Corporation
Company Name:
Lawson Software
1344 Crossman Avenue
Address:
380 St. Peter Street
Sunnyvale, CA 94089
St. Paul, MN 55002
USA
USA
Phone:
Phone:
Fax:
Fax:
Effective
_____________
Lawson software – User" means (i) a customer of Partner that licenses Software (a) as part of the Partner Product and/or (b) in conjunction with Lawson software products (which Lawson software product may already be in possession of End User, or which may be sublicensed with Software at the same
_____________
Lawson software – customer of Partner that licenses Software (a) as part of the Partner Product and/or (b) in conjunction with Lawson software products (which Lawson software product may already be in possession of End User, or which may be sublicensed with Software at the same time) for use in
_____________
Lawson software – Territory; provided that Partner may market, distribute and sublicense the Software only as part of the Partner Product and/or in conjunction with Lawson software products (which Lawson software product may already be in possession of End User, or which may be sublicensed with Software at the same
_____________
Lawson software – may market, distribute and sublicense the Software only as part of the Partner Product and/or in conjunction with Lawson software products (which Lawson software product may already be in possession of End User, or which may be sublicensed with Software at the same time) to its End
_____________
dt 219256
;
Lawson Software
As referenced in this Independent Software Vendor Partner Agreement:
Lawson Software, Inc. – of (a) any notices with respect to the Source Material and (b) the Source Material in the event of a release.
NOTICES TO:
DEPOSITOR:
ESCROW AGENT:
BENEFICIARY:
Hyperion Solutions Corporation
***
Lawson Software, Inc.
1344 Crossman Drive
***
380 St. Peter Street
Sunnyvale, CA 94089
***
St. Paul, MN 55102
Attn: ***
Attn.: Accounting
Phone: ***
Fax: ***
BILL ANNUAL FEE TO:
ACKNOWLEDGMENT:
Acceptance of Acknowledgment:
Acceptance of
_____________
dt 1469994
;
| Hyperion Solutions Corporation
|
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Full Doc
| 2003 |
Authorized Channel Partner Agreement
Authorized Channel Partner Agreement (61K)
Doc #203148: Click preview link for longer preview.
AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
AUTODESK SYSTEMS CENTER
(United States)
This Autodesk Authorized Channel Partner Agreement ("ASC Agreement"),
effective on February 1, 2003 ("Effective Date") is made between Autodesk, Inc.,
a Delaware corporation ("Autodesk"), and Autodesk Systems Center ("ASC") as set
forth below:
RESELLER
ADDR
CITY
FAX
SAP
1. Definitions
1.1 "Autodesk Channel Partner Policies and Procedures" shall mean the documents
posted to the AACPW, as periodically amended by Autodesk, in its sole
discretion, that sets forth the policies and procedures to be followed by ASC,
which is hereby incorporated by reference.
1.2 "Authorized Location" shall mean each physical location as identified in
Exhibit(s) B where ASC is authorized to market and distribute Authorized
Products to End Users and offer support thereto, as identified in the Product
Requirements Chart covering each such Authorized Product(s).
1.3 "Authorized Product(s)" shall mean the Autodesk software product(s),
Updates, Bug Fixes or Enhancements thereto, which (a) ASC has procured directly
from Autodesk or from an Autodesk Distribution Partner in accordance with this
ASC Agreement, and (b) ASC is authorized to market and distribute to End Users
only in accordance with the Product Requirements Chart and Exhibit B which
corresponds to such Authorized Product(s).
1.4 "Autodesk Authorized Channel Partner Website ("AACPW")" shall mean One Team
Web or any other successor site as designated by Autodesk. ASC is required to
review the AACPW at least weekly.
1.5 "Authorized Territory" shall mean the geographical area of the United
States identified in Exhibits B within which ASC is authorized to market and
distribute Authorized Products to End Users and offer support thereto
corresponding to such Product Requirements Chart.
1.6 "Autodesk Distribution Partner" shall mean any entity currently authorized
in writing by Autodesk to distribute Autodesk software products to third parties
other than End Users.
1.7 "Autodesk Direct Customer(s)" shall mean any End User to whom Autodesk
sells Autodesk software products directly. Autodesk Direct Customers include all
named accounts, Autodesk e-store and all state, local and federal government End
Users.
1.8 "Dedicated Personnel" means that each qualified employee only sells or
supports a single Vertical Product in addition to the Horizontal Products.
1.9 "Earnbacks" shall mean credits that ASC may receive, under the terms of
this ASC Agreement, upon the achievement of ASC's Target.
1.10 "End User" shall mean a customer of Autodesk who has acquired a license for
one or more Authorized Products from ASC for the personal or business use of
such customer and not for transfer or resale.
E-25
{PAGE}
1.11 "End User License" shall mean the then-current license agreement shipped
with, or incorporated in, each Authorized Product(s), which sets forth the terms
and conditions under which an End User may use such product(s).
1.12 "End User Records" shall mean the records maintained by ASC that show, at
minimum, the name and address of each End User to whom ASC has sold the
Authorized Product(s).
1.13 "Extensions" shall mean a license to use a modular addition to a Software
Program incorporating corrections or enhancements under Autodesk Subscription
Program which supplement and enhance that software program.
1.14 "Horizontal Products" shall mean AutoCAD, Autodesk Viz, Autodesk Raster
Design, On-Site View and any other Autodesk products as Autodesk may designate
in its sole and absolute discretion during the Term.
1.15 "Government Account Guide" shall mean the document separately published by
Autodesk that sets forth the requirements for government accounts which may be
updated by Autodesk from time to time in its sole discretion.
1.16 "Major Account Guide" shall mean the document separately published by
Autodesk that sets forth the requirements for major accounts which may be
updated by Autodesk from time to time in its sole discretion.
1.17 "Cooperative Marketing Funds" or "Co-op" ASC shall receive Co-op pursuant
to the Autodesk Co-op Guide which shall be posted to the AACPW, and which terms
are hereby incorporated by reference. Co-op shall be distributed to ASC based
upon percentage of sales of Authorized Products (exclusive of agent or
commissionable sales on behalf of Autodesk.) Failure to comply with the
requirements of the Autodesk Co-op Guide shall result in the loss or reduction
of Co-op.
1.18 "Co-op Guide" shall mean the document separately published by Autodesk that
sets forth the requirements for obtaining Co-op.
1.19 "Minimum Purchase Requirement" shall mean the minimum purchase requirements
as set forth in the Products Requirement Chart, and/or as set periodically by
Autodesk in its sole and absolute discretion.
1.20 "Premiere Support Program" means the minimum End User support training,
authorization and tracking requirements as set forth in Exhibit F hereto.
1.21 "Product Requirements Chart" shall mean the Exhibit A to this ASC Agreement
which sets forth the terms and conditions under which ASC is authorized to
market, distribute, and support one or more Authorized Products to End Users.
The Product Requirements Chart is supplemented by the detailed Product
Requirements Sheets available on the AACPW. ASC may not market or distribute any
Authorized Product(s) to End Users until Autodesk has delivered to it a fully
executed copy of this ASC Agreement with a completed Product Requirements Chart
corresponding to such Authorized Product(s). ASC must continuously meet the
requirements set forth in the Product Requirements Chart and the corresponding
Products Requirements Sheets for each Authorized Location in which ASC intends
to market, distribute, and support the Authorized Products. The Product
Requirements Chart and each of the Products Requirements Sheets are hereby
incorporated into and made part of this ASC Agreement.
1.22 "Qualified Personnel" means that the full-time ASC employee has passed the
appropriate Autodesk exam, continues to maintain the appropriate technical skill
and product experience as stated in detail in the AACPW.
1.23 "Target" shall mean the revenue target set by Autodesk based upon purchases
of Authorized Product(s).
1.24 "Term" shall mean the period of time beginning with the Effective Date, and
shall continue in effect through midnight on January 31, 2004 when it shall then
terminate, unless terminated earlier under the provisions of this ASC Agreement.
1.25 "Updates, Bug Fixes, and Enhancements" collectively shall mean additions or
corrections to any Authorized Product(s) which (a) Autodesk designates as a
modified or updated version of such Authorized Product(s), and (b)
203148
|
Autodesk
As referenced in this Authorized Channel Partner Agreement:
Autodesk, Inc. – 10.26
AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
AUTODESK SYSTEMS CENTER
(United States)
This Autodesk Authorized Channel Partner Agreement ("ASC Agreement"),
effective on February 1, 2003 ("Effective Date") is made between Autodesk, Inc. ,
a Delaware corporation ("Autodesk"), and Autodesk Systems Center ("ASC") as set
forth below:
RESELLER
ADDR
CITY
FAX
SAP
1. Definitions
1.1 "Autodesk Channel Partner Policies and Procedures" shall
_____________
Autodesk, Inc. – sent to ASC by Autodesk, or (b) by facsimile, and
will be deemed served when received by Autodesk from ASC or when sent to ASC by
Autodesk.
If to Autodesk: Autodesk, Inc.
111 McInnis Parkway
San Rafael, California 94903
Attn: General Counsel
Facsimile: (415) 507-6126
If to ASC, to the address and facsimile number identified on the first page of
_____________
AUTODESK, INC. – pursuing, any remedy for a breach shall not constitute a waiver of such breach.
The undersigned are duly authorized to execute this ASC Agreement on
behalf of their respective parties.
AUTODESK, INC. ASC
By:__________________________________ By:______________________________
_____________________________________ _________________________________
Printed Name Printed Name
Vice President, Channel Americas
------------------------------------- _________________________________
Title Title
_____________________________________ _________________________________
Date Date
E-38
{/TEXT}
{/DOCUMENT}
_____________
dt 1460477
;
Autodesk Systems Center;
| Avatech Solutions Inc
|
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Full Doc
| 2002 |
Secure Authorized Partner Agreement
Secure Authorized Partner Agreement (31K)
Doc #216610: Click preview link for longer preview.
SYNERCARD SECURE AUTHORIZED PARTNER AGREEMENT
This AGREEMENT is made the 28th day of May 2002 (the "Effective Date").
BETWEEN
SYNERCARD CORPORATION, a Canada Company, located at 925 Blvd. de
la Carriere, Suite 200, Hull, Quebec, J8Y 6W5 Canada.
("Synercard")
and
Snapshot, Inc., a USA Company, located at 907 Rivergate Parkway,
Goodlettsville, TN., 37072, USA.
("SNAPSHOT")
BACKGROUND:
The spirit of this document is to build a strong relationship between Synercard
and SNAPSHOT, and to provide users of Synercard's Products with the highest
level of quality, maintenance and support.
FOR VALUE, Synercard and SNAPSHOT agree as follows:
1. Definitions
"Agreement" means this Authorized Partner Agreement and its Schedules.
"Asure ID Card Service Bureau" means the Asure ID Server located at a central
site, where cards are personalized and issued.
"Confidential Information" of a Party means all data and information relating to
the business and management of such Party which is designated as confidential
when disclosed to the other Party, or is nonpublic information, provided that
Confidential Information shall not include any data or information which:
(i) is or becomes publicly available through no fault of the other
Party;
(ii) is already possessed by the other Party;
(iii) is independently developed by the other Party;
(iv) is obtained by the other Party from a third party;
(v) is disclosed with the written consent of the Party whose
information it is; or
(vi) is disclosed pursuant to court order or other legal compulsion.
"Customer" means End User.
"Authorized Partner" means an entity to whom Synercard sells Software and/or
Hardware for the purpose of reselling those products to an End User.
"End User" means an individual or entity which uses the Product for its own
requirements, and which does not provide the Product, or use of the Product, to
any third party in any manner for any purpose.
"Hardware" means the Smart Card and Smart Card Reader provided with Asure
ID Express, Asure ID Enterprise and the Asure ID Server Software.
"Lead(s)" means the names of any potential end users of the Products or
Software that are provided by Synercard to SNAPSHOT.
"List Price" means the price at which Synercard offers its Product for sale or
license in a retail market.
"Party" means either Synercard or SNAPSHOT and "Parties" means both of
them.
"Product" means both the Software and Hardware of Synercard.
"Promotional Use" means for demonstration and marketing purposes by a Party to a
prospective customer, but not for resale or distribution to an entity not a
Party.
"Software" means any of the Asure ID Connect, Asure ID Express, Asure ID
Enterprise, Asure ID Server and/or Asure ID Server Credits.
"Territory" means the USA.
"Trademarks" means the Synercard Secure, Asure ID, Asure ID Connect, Asure
ID Express, Asure ID Enterprise, Asure ID Server, Asure ID Protect and all
related design marks and logos.
"User Manual" means the end user manuals in hard copy, electronic format or on-
line relating to the Products and provided with the standard shrinkwrap versions
of the Products.
216610
|
Snapshot
As referenced in this Secure Authorized Partner Agreement:
snapshot, inc – at 925 Blvd. de
la Carriere, Suite 200, Hull, Quebec, J8Y 6W5 Canada.
("Synercard")
and
Snapshot, Inc ., a USA Company, located at 907 Rivergate Parkway,
Goodlettsville, TN., 37072, USA.
("SNAPSHOT")
BACKGROUND:
dt 15763
;
| Synercard Corporation
|