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Value Added Reseller Agreement
Value Added Reseller Agreement (145K)
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ViryaNet, Inc.
Value Added Reseller Agreement
This Value Added Reseller Agreement (Agreement) is made effective as of the 17th day of January 2003 (Effective Date) by and between ViryaNet, Inc., a Delaware corporation, with its principal place of business at 2 Willow Street, Southborough, MA 01745 (ViryaNet) and GE Energy Management Services, Inc., a Delaware Corporation, d/b/a GE Network Solutions, with its principal place of business at 5600 Greenwood Plaza Boulevard, Greenwood Village, CO 80111 (VAR).
PURPOSE OF AGREEMENT
ViryaNet and VAR desire, via a proactive relationship, to maximize the complementary aspects of their businesses by working together to collectively facilitate the evaluation, marketing, demonstration, sale or co-sale, implementation, integration and distribution of ViryaNets products and to strengthen their respective images and market positions through the development of a joint relationship that may have many possible forms and roles and responsibilities in response to market conditions. This Agreement is inclusive of all referenced Exhibits and all subsequent Sub-agreements for each End User project, and related Appendices for Services, Software, Maintenance, and Roles and Fees and Payments for each, plus related Orders as applicable.
TERMS AND CONDITIONS
1
DEFINITIONS
1.1
Consulting Support Services means the services described on Exhibit C that ViryaNet provides to VAR under this Agreement.
1.2
Documentation shall mean the on-line help files and written instructions (including user guides and manuals) regarding the Use of the Products.
1.3
End User shall mean any corporation or other person that has been authorized to use the Products, pursuant to a fully executed, non-modified ViryaNet End User Agreement.
1.4
Enhancements means a release of a Product that (i) contains new functionality for existing features in addition to Error Corrections, and (ii) is generally offered to ViryaNets other Supported End Users (defined in Section 5.7) as part of Support Services for the respective Product. Enhancement releases shall be designated by a change in the digit of the release number to the left of the decimal (i.e., 1.X to 2.X). These do not include Upgrades.
1.5
Error means a failure of the Product to substantially comply with the accompanying Documentation provided by ViryaNet.
141516
| GE Energy Management Services, Inc.;
| ViryaNet Ltd.
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Value-Added Reseller Agreement
Value-Added Reseller Agreement (43K)
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VALUE-ADDED RESELLER AGREEMENT
THIS AGREEMENT is made and entered into as of Dec 10, 2007 (herein called the �Effective Date�) by and between Splinternet Holdings, Inc. a Delaware corporation with its principal place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (�SPLINTERNET�) and VIDIATION, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having a principal place of business located at 108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its heirs and assigns (�RESELLER�).
WHEREAS, . . .
3223235
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Value-Added Reseller Agreement
Value-Added Reseller Agreement (42K)
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VALUE-ADDED RESELLER AGREEMENT
THIS AGREEMENT is made and entered into as of Dec 10, 2007 (herein called the �Effective Date�) by and between Splinternet Holdings, Inc. a Delaware corporation with its principal place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (�RESELLER�) and VIDIATION, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having a principal place of business located at 108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its heirs and assigns (�VIDIATION�).
WHEREAS, . . .
3223236
| | |
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Value-Added Reseller Agreement
Value-Added Reseller Agreement (43K)
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VALUE-ADDED RESELLER AGREEMENT
THIS AGREEMENT is made and entered into as of Dec 10, 2007 (herein called the �Effective Date�) by and between Splinternet Holdings, Inc. a Delaware corporation with its principal place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (�SPLINTERNET�) and VIDIATION, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having a principal place of business located at 108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its heirs and assigns (�RESELLER�).
WHEREAS, . . .
3248655
| | |
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Value-Added Reseller Agreement
Value-Added Reseller Agreement (42K)
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VALUE-ADDED RESELLER AGREEMENT
THIS AGREEMENT is made and entered into as of Dec 10, 2007 (herein called the �Effective Date�) by and between Splinternet Holdings, Inc. a Delaware corporation with its principal place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (�RESELLER�) and VIDIATION, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having a principal place of business located at 108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its heirs and assigns (�VIDIATION�).
WHEREAS, . . .
3248656
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| 2005 |
Value Added Reseller Agreement
Value Added Reseller Agreement (39K)
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Agreement Number: 000 1259
[Tele Atlas Logo]
TELE ATLAS NORTH AMERICA, INC.
VALUE ADDED RESELLER AGREEMENT
This Value Added Reseller Agreement (�Agreement�) is made between Tele Atlas North America, Inc., a California corporation with its principal place of business at 11 Lafayette Street, Lebanon, New Hampshire 03766 (�TANA�) and FiRST Responder Systems and Technology Inc., a Delaware corporation with its principal place of business at 8000 GSRI Avenue, Building 3000, Baton Rouge, Louisiana 70820 (�Licensee�) effective as of September 28, 2005 (the . . .
1411799
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Value Added Reseller Agreement
Value Added Reseller Agreement (37K)
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Agreement Number: 000 1259
TELE ATLAS NORTH AMERICA, INC.
VALUE ADDED RESELLER AGREEMENT
This Value Added Reseller Agreement (�Agreement�) is made between Tele Atlas North America, Inc., a California corporation with its principal place of business at 11 Lafayette Street, Lebanon, New Hampshire 03766 (�TANA�) and First Responder Systems and Technology Inc., a Delaware corporaion with its principal place of business at 8000 GSRI Avenue, Building 3000, Baton Rouge, Louisiana 70820 (�Licensee�) effective as of . . .
1411844
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Value Added Reseller Agreement
Value Added Reseller Agreement (70K)
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VALUE ADDED RESELLER AGREEMENT
FOR
CINGULAR INTERACTIVE SERVICE1
THIS VALUE ADDED RESELLER AGREEMENT is made and entered into as of the 30th day
of December, 2003, ("Effective Date") by and between Cingular Interactive L.P.
("Cingular") having an address at 10 Woodbridge Center Drive, Woodbridge New
Jersey 07095, and GoAmerica, Inc., ("GoAmerica") and Wynd Communications
Corporation ("Wynd"; together with GoAmerica, the "Reseller") . . .
415926
|
Cingular
As referenced in this Value Added Reseller Agreement:
Cingular
Wireless LLC, – any services or facilities
whatsoever, whether similar to or competitive with the Cingular Services or the
Reseller Services.
3.4 Future Services. In the event that Cingular's parent company, Cingular
Wireless LLC, makes a determination to offer its GPRS network for resale to
entities similar to Reseller, then Cingular, to the extent that it has authority
to do so, shall use
_____________
dt 1532086
;
|
GoAmerica
As referenced in this Value Added Reseller Agreement:
GoAmerica, Inc – of the 30th day
of December, 2003, ("Effective Date") by and between Cingular Interactive L.P.
("Cingular") having an address at 10 Woodbridge Center Drive, Woodbridge New
Jersey 07095, and GoAmerica, Inc ., ("GoAmerica") and Wynd Communications
Corporation ("Wynd"; together with GoAmerica, the "Reseller") having an address
at 433 Hackensack Avenue, Hackensack, NJ 07601. Each of GoAmerica, Wynd, and
Cingular may be
_____________
GoAmerica, Inc – be deemed to have been
duly given when delivered in person or sent over night delivery by Federal
Express or Airborne Express, and, if to Reseller, addressed to Reseller at:
GoAmerica, Inc ., 433 Hackensack Avenue, Hackensack, New Jersey 07601 to the
attention of Chief Executive Officer, with a copy to General Counsel at the same
address, and, if to Cingular, addressed
_____________
GOAMERICA, INC – 1, 1998, August 10,
1998 and November 1, 1999, the "Wynd Agreement").
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.
GOAMERICA, INC . CINGULAR INTERACTIVE, L.P.
By: /s/ Daniel R. Luis By: /s/ Charles Nelson
Chief Executive Officer President
December 30, 2003 December 30, 2003
20
{PAGE}
SCHEDULE A
TO VALUE
_____________
dt 1337725
|
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Value Added Reseller Agreement
Value Added Reseller Agreement (71K)
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Exhibit 10.6
VALUE ADDED RESELLER AGREEMENT
This non-exclusive Value Added Reseller Agreement (together with all exhibits and attachments the "Agreement") is entered into as of
January 29, 2004, ("Effective Date") by and between Micro Focus (US), Inc. and its Affiliates ("Micro Focus"), a Delaware corporation
doing business at 9420 Key West Avenue, Rockville, MD 20850, and Lawson Software, Inc. and its Affiliates (the "VAR"), . . .
1110044
|
Lawson Software
As referenced in this Value Added Reseller Agreement:
Lawson Software, Inc – 29, 2004, ("Effective Date") by and between Micro Focus (US), Inc. and its Affiliates ("Micro Focus"), a Delaware corporation
doing business at 9420 Key West Avenue, Rockville, MD 20850, and Lawson Software, Inc . and its Affiliates (the "VAR"), doing business at 380 St Peter Street, Saint Paul, MN
55102-1302. Under this Agreement, Micro Focus authorizes VAR to sell certain Micro Focus
_____________
Lawson Software, Inc – parties agree any reproduction of the Agreement made by reliable means
(for example, photocopy or facsimile) is considered an original and 2) all Transaction Exhibits are subject to it.
VAR:
Lawson Software, Inc .
Micro Focus (US), Inc.
Signature:
/s/ DAVID KERCHER
Signature:
/s/ ROBERT E. JONES, III
Name:
David Kercher
Name:
Robert E. Jones, III
Title:
SVP Corporate Development
Title:
Senior Counsel &
_____________
Lawson Software, Inc – Counsel & Secretary
Date:
3/16/04
Date:
3/16/04
Facsimile:
10
Transaction Exhibit
This is a Transaction Exhibit under the Value Added Reseller Agreement between Micro Focus and Lawson Software, Inc . dated January 29, 2004
("Agreement"). This Transaction Exhibit becomes effective when signed by both parties. In case of conflict, terms of the Transaction Exhibit will prevail over terms of
_____________
Lawson Software, Inc – on a case-by-case basis.
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly-authorized representatives as of the
Effective Date.
VAR:
Lawson Software, Inc .
Micro Focus (US), Inc.
Signature:
/s/ DAVID KERCHER
Signature:
/s/ ROBERT E. JONES, III
Name:
David Kercher
Name:
Robert E. Jones, III
Title:
SVP Corporate Development
Title:
Senior Counsel &
_____________
dt 1551017
;
|
Lawson Software
As referenced in this Value Added Reseller Agreement:
Lawson Software, Inc. – 29, 2004, ("Effective Date") by and between Micro Focus (US), Inc. and its Affiliates ("Micro Focus"), a Delaware corporation
doing business at 9420 Key West Avenue, Rockville, MD 20850, and Lawson Software, Inc. and its Affiliates (the "VAR"), doing business at 380 St Peter Street, Saint Paul, MN
55102-1302. Under this Agreement, Micro Focus authorizes VAR to sell certain Micro Focus
_____________
Lawson Software, Inc. – parties agree any reproduction of the Agreement made by reliable means
(for example, photocopy or facsimile) is considered an original and 2) all Transaction Exhibits are subject to it.
VAR:
Lawson Software, Inc.
Micro Focus (US), Inc.
Signature:
/s/ DAVID KERCHER
Signature:
/s/ ROBERT E. JONES, III
Name:
David Kercher
Name:
Robert E. Jones, III
Title:
SVP Corporate Development
Title:
Senior Counsel &
_____________
Lawson Software, Inc. – Counsel & Secretary
Date:
3/16/04
Date:
3/16/04
Facsimile:
10
Transaction Exhibit
This is a Transaction Exhibit under the Value Added Reseller Agreement between Micro Focus and Lawson Software, Inc. dated January 29, 2004
("Agreement"). This Transaction Exhibit becomes effective when signed by both parties. In case of conflict, terms of the Transaction Exhibit will prevail over terms of
_____________
Lawson Software, Inc. – on a case-by-case basis.
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly-authorized representatives as of the
Effective Date.
VAR:
Lawson Software, Inc.
Micro Focus (US), Inc.
Signature:
/s/ DAVID KERCHER
Signature:
/s/ ROBERT E. JONES, III
Name:
David Kercher
Name:
Robert E. Jones, III
Title:
SVP Corporate Development
Title:
Senior Counsel &
_____________
dt 1469996
|
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Value Added Reseller Agreement
Value Added Reseller Agreement (84K)
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VALUE ADDED RESELLER AGREEMENT
This Value Added Reseller Agreement (�Agreement�) is made effective as of this 19th day of June, 2003 (the �Effective Date�), by and between McKesson Information Solutions LLC, a Delaware limited liability company, having a principal place of business at 5995 Windward Parkway, Alpharetta, Georgia 30005 (�McKesson�), and Vital Images, Inc., a Minnesota corporation, having a principal place of business at 3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447 (�Vital�).
RECITALS
A. . . .
1132064
|
Vital Images
As referenced in this Value Added Reseller Agreement:
Vital Images, Inc. – the Effective Date), by and between McKesson Information Solutions LLC, a Delaware limited liability company, having a principal place of business at 5995 Windward Parkway, Alpharetta, Georgia 30005 (McKesson), and Vital Images, Inc. , a Minnesota corporation, having a principal place of business at 3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447 (Vital).
RECITALS
A. McKesson develops and licenses certain products and
_____________
Vital Images, Inc. – forth below, or to such other address as may be designated by that party by notice to the sending party in accordance with this Section:
11
To Vital:
To McKesson:
Vital Images, Inc.
McKesson Medical Imaging Company.
3300 Fernbrook Lane, N.
#130-10711 Camble Road
Suite 200,
Richmond, BC, Canada V6X 3G5
Plymouth, MN 55447
Attn: General Manager
Attn: Chief Financial Officer
_____________
VITAL IMAGES, INC. – hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.
Each party executes this Agreement by its duly authorized representative.
VITAL IMAGES, INC.
MCKESSON INFORMATION SOLUTIONS LLC
By:
/s/ Jay D. Miller
By:
/s/ Greg Peet
Name:
Jay D. Miller
Name:
Greg Peet
Title:
President & CEO
Title:
VP & GM
Date:
_____________
Vital Images, Inc. – Market as part of an offering to Customers of McKessons otherwise separate application software. For the purposes of this Agreement, the Territory shall be worldwide.
15
Value Added Reseller Agreement
Vital Images, Inc.
PROPRIETARY AND CONFIDENTIAL TO
June 16, 2003
VITAL MEDICLA IMAGING COMPANY.
EXHIBIT B
VITAL SOFTWARE
Vitrea 2 3D Software
16
EXHIBIT C
ROYALTIES,
FEES FOR MAINTENANCE SERVICES, AND
OTHER
_____________
Vital Images, Inc. – printed materials containing the logo shall cease upon termination of the underlying agreement between Vital Images and McKesson.
25
II. Vitrea Product Name
Components
Vitrea is a registered trademark of Vital Images, Inc. The product name should appear as Vitrea 2. Vitrea is capitalized, followed by a registered trademark symbol in superscript, then a space and the number 2.
Color
Vitrea2 can
_____________
dt 1330928
| |
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Value Added Reseller Agreement
Value Added Reseller Agreement (18K)
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VALUE ADDED RESELLER AGREEMENT
This Value Added Reseller Agreement ("Agreement") is made and effective this July 8, 2003, by and between Shanghai Broadband Network Inc., ("Developer") and Sichuan EleNet Soft-Tech Ltd. ("VAR").
Developer has developed certain software and/or has exclusive distribution rights of software which it markets directly to end users and also markets through intermediaries such as VAR.
VAR is in the business of creating and adding value to existing software and technology products and remarketing the value-added products to end users.
VAR desires to take a . . .
1294622
| | |
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| 2003 |
Value Added Reseller Agreement
Value Added Reseller Agreement (41K)
Doc #115503: Click preview link for longer preview.
VALUE ADDED RESELLER AGREEMENT
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates
- Hereinafter collectively referred to as
"Smart" or "The Value-Added Reseller" or "The VAR"
GAP and the VAR hereinafter referred to individually
as "a Party" and collectively as "the Parties"
Dated February 5, 2003
page 1 of 19
{PAGE}
Preamble
The VAR is one of the leading companies for GSM-communication solutions in the
Territory (see definition below). The VAR sees the sales of contractual products
of GAP presently as its core business.
The strategic target is to achieve an annual sales volume of a minimum of 1000
Terminals (see definition below) in the Territory of France in 2003, which
includes an initial order of 50 HiPer and 10 BCmini.
A further strategic target is to achieve an annual sales volume of a minimum of
2,840 Terminals (see definition below) in the Territory of Middle East (see
1.2.) within the first 12 months following the signature the initial purchase of
250 units for the Territory of the Middle East.
HiPer and BCmini and all future products conceived, marketed or manufactured by
GAP are herein referred to as the "Terminals".
1. Subject of the agreement
1.1. GAP hereby grants the VAR the exclusive and/or non-exclusive right to sell
the Contractual Products in the Territory as defined in Annex 1.
1.2. The territory (the "Territory") is -France (exclusive right) and Saudi
Arabia, UAE, Kuwait, Yemen, Bahrain, Qatar, Syria and Lebanon
(non-exclusive right subject to provisions of Section 17).
1.3. Contractual Products are the products, systems and services as listed in
Annex 1. This list can be modified with the addition of new products in the
future, or the deletion of outdated products on an exclusive or
non-exclusive basis after prior agreement between GAP and the VAR.
2. Sales Activities
2.1. The VAR shall use its best efforts to promote and sell Contractual Products
in the Territory. The VAR shall maintain the organisation necessary to
ensure optimum sales activity for Contractual Products.
For this purpose, the VAR shall, among other things:
2.1.1. maintain a stock of 10 Contractual Products, which is commensurate with
the expected business. Conversely, from the date of signature of this
agreement, GAP commits to have available standing Terminals inventory of 60
units at all times that can be shipped to the VAR within 7 working days of
order, with the limitation that the VAR is not allowed to place repeat
orders for those units sooner than every 6 weeks. GAP also commits, from
the date of signature of this agreement to have available standing
Terminals inventory of 100 units at all times that can be shipped to the
VAR within 6 weeks of order;
115503
| GAP AG Fur GSM Applikationen Und Produkte;
| Smart Technology Inc.
|
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Value Added Reseller Agreement
Value Added Reseller Agreement (145K)
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ViryaNet, Inc.
Value Added Reseller Agreement
This Value Added Reseller Agreement (�Agreement�) is made effective as of the 17th day of January 2003 (�Effective Date�) by and between ViryaNet, Inc., a Delaware corporation, with its principal place of business at 2 Willow Street, Southborough, MA 01745 (�ViryaNet�) and GE Energy Management Services, Inc., a Delaware Corporation, d/b/a GE Network Solutions, with its principal place of business at 5600 Greenwood Plaza Boulevard, Greenwood Village, CO 80111 (�VAR�).
PURPOSE OF AGREEMENT
ViryaNet and . . .
1147007
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Value Added Reseller Agreement
Value Added Reseller Agreement (42K)
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2181658
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Value Added Reseller Agreement
Value Added Reseller Agreement (41K)
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2181665
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| 2002 |
Value Added Reseller (VAR) Agreement
Value Added Reseller (VAR) Agreement (72K)
Doc #115699: Click preview link for longer preview.
VALUE ADDED RESELLER (VAR) AGREEMENT
This Agreement is made as of the first (1st) day of October, 2001 (the
"EFFECTIVE DATE"), by ImageWare Systems, Inc., a corporation organized under the
laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127
("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey
City, NJ 07302 USA ("LICENSOR").
RECITALS
WHEREAS, Licensor owns or controls the rights in and to the Licensed
Technology (as defined below);
WHEREAS, the FaceIt Application provides face detection and recognition
functionality to various types of products and services for face finding,
template creation and identification;
WHEREAS, VAR desires to obtain from Licensor, and Licensor desires to grant
to VAR, a license (as set forth in Section 2.1, the "LICENSE") to use the
Licensed Technology for the purpose of developing, selling, and distributing to
third parties in accordance with and subject to all of the provisions of this
Agreement products and/or services into which the functionality of the FaceIt
Application has been embedded (defined below as "VAR DEVELOPED PRODUCTS" or
"VDPS");
NOW, THEREFORE, for the consideration stated in this Agreement, the parties
hereby agree as follows:
SECTION 1.
DEFINITIONS
The following words shall have the following meanings:
1.1 "CONSOLIDATED CURRENT LIABILITIES" means, at any time, the current
liabilities of VAR and its subsidiaries determined, on a consolidated basis, in
accordance with GAAP.
1.2 "DOCUMENTATION" shall mean the information developed by Licensor in
printed or computer file format relating to the Licensed Technology, its
installation and use, which information is specified on Schedule 1.2 attached to
and made a part of this Agreement.
1.3 "END-USER" shall mean any third party which acquires a VDP for its
own internal use and not for further distribution or resale.
1.4 "FACEIT APPLICATION" shall mean that certain library of algorithms,
database structures, data and related items of software that provides face
detection, faceprint creation and face recognition functionality in the products
and services into which such library is embedded
115699
|
ImageWare
As referenced in this Value Added Reseller (VAR) Agreement:
IMAGEWARE SYSTEMS INC –
IMAGEWARE SYSTEMS INC
_____________
ImageWare Systems, Inc. – B) (4),
200.83 AND 240.24B-2
VALUE ADDED RESELLER (VAR) AGREEMENT
This Agreement is made as of the first (1st) day of October, 2001 (the
"EFFECTIVE DATE"), by ImageWare Systems, Inc. , a corporation organized under the
laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127
("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey
_____________
IMAGEWARE SYSTEMS, INC. – of this Agreement.
[Remainder of page left blank intentionally]
-17-
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.
IMAGEWARE SYSTEMS, INC.
/s/ Lori Rodriguez
------------------------------------
By: Lori Rodriguez
---------------------------------
Its: VP Sales & Marketing
--------------------------------
VISIONICS CORPORATION
/s/ Allen Ganz
------------------------------------
By: Allen Ganz
---------------------------------
Its: V.P. Business Development
--------------------------------
-18-
SCHEDULE 1.2
DOCUMENTATION
_____________
IMAGEWARE SYSTEMS, INC. – SUBLICENSE TERMS
IMAGEWARE SYSTEMS END USER LICENSE AGREEMENT
*IMPORTANT*
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT
CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC. , TO
ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT
BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE
_____________
IMAGEWARE SYSTEMS, INC. – SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC., TO
ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT
BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE
SOFTWARE INDICATES THAT YOU ACCEPT THESE
_____________
dt 1848654
;
Microsoft
As referenced in this Value Added Reseller (VAR) Agreement:
Microsoft
Corp – ImageWare or otherwise, a license to such third party software. If such third
party software is obtained through ImageWare and the licensor is Microsoft
Corp oration ("Microsoft"), then the following applies to you: The Microsoft
products contained or referenced in the accompanying Microsoft software packages
or Microsoft license
_____________
dt 116490
;
|
 Paul Weiss
As referenced in this Value Added Reseller (VAR) Agreement:
Paul, Weiss – address set forth above, attention: Legal Department, with a copy to Douglas
A. Cifu at Paul, Weiss , Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York NY 10019. Copies of
dt 32916
;
Visionics Corporation
|
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Value Added Reseller Agreement
Value Added Reseller Agreement (71K)
Doc #141588: Click preview link for longer preview.
VIATOR NETWORKS
VALUE ADDED RESELLER AGREEMENT
This agreement ("Agreement") is made between Viator Networks, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
("Viator Networks") and Videolocity, Inc., an organization having its principal
place of business at 1762A Prospector Avenue, Park City, UT 84060 ("VAR").
W I T N E S S E T H
-------------------
WHEREAS, Viator is in the business of providing the Egress(TM) product and
service suite as more particularly described in Attachment A (the "Product") to
the hospitality and multi-tenant unit markets for high-speed Internet
connectivity pursuant to this Agreement; and
WHEREAS, VAR desires to license the Product from Viator and sublicense the
Product in conjunction with VAR's own product, as more particularly described in
Attachment (the "Enhanced Product"), to Enduser(s) and Distributor(s), as these
terms are more fully defined in Article I, below, in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration hereof and the mutual promises and covenants
herein set forth, and intending to be legally bound by this Agreement, the
parties do hereby agree as follows:
Article I - Definitions
1.1 Definitions. For purposes of this Agreement, the following definitions
will apply:
(a) "Product" shall mean Viator's hardware and software as more
particularly described in Attachment A.
(b) "Enhanced Product" shall mean the Product together with the
product(s) and/or service(s) of VAR as more particularly described
in Attachment A.
(c) "Enduser(s)" shall mean purchaser(s) of licenses from VAR or
Distributor(s) to use the Enhanced Product for their own use, not
with the intent for resale thereof by said Enduser(s).
(d) "Distributor(s)" shall mean a third party selected by VAR to
distribute the Enhanced Product to Enduser(s).
(e) "Effective Date" shall mean the latest date Viator or VAR signed
this Agreement.
(f) "Territory" shall have the meaning given to such term in Attachment
A.
(g) "Term" of this agreement shall be as stated in Article 17.1.
Article 2 - VAR Appointment
2.1 Appointments. Subject to the terms and conditions in this Agreement,
Viator Networks hereby appoints VAR as a value added reseller to
promote, market and sell the Products in the Territory during the Term.
2.2 Sales Efforts. During the Term, VAR shall use its commercially
reasonable efforts to promote, market and sell the Products in the
Territory during the Terms. Without the prior written consent of Viator
Networks, VAR shall not directly or indirectly (i) solicit sales of the
141588
| Viator Networks, Inc.;
| Videolocity International Inc.
|
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| 2002 |
Value Added Reseller Agreement
Value Added Reseller Agreement (72K)
Doc #988031: Click preview link for longer preview.
<DESCRIPTION>VIATOR VAR AGREE
<TEXT>
VIATOR NETWORKS
VALUE ADDED RESELLER AGREEMENT
This agreement ("Agreement") is made between Viator Networks, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
("Viator Networks") and Videolocity, Inc., an organization having its principal
place of business at 1762A Prospector Avenue, Park City, UT 84060 ("VAR").
W I T N E S S E T H
--------------- . . .
988031
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| 2001 |
Value Added Reseller Agreement
Value Added Reseller Agreement (42K)
Doc #141490: Click preview link for longer preview.
BACKWEB VALUE ADDED RESELLER AGREEMENT
This BACKWEB VALUE ADDED RESELLER AGREEMENT ("Agreement") between BackWeb
Technologies, Inc., a Delaware corporation with offices at 2077 Gateway Place,
Suite 500, San Jose, CA 95110 ("BackWeb"), and the entity set forth in Exhibit A
("VAR"), is dated as of the effective date set forth in Exhibit A ("Effective
Date") and sets forth the terms and conditions relating to the Company's right
to use and license BackWeb's software products and related documentation
specified in Exhibit A (the "Software"). This Agreement is applicable to Value
Added Resellers and Systems Integrators, and other parties at BackWeb's sole
discretion.
1. DEFINITIONS
a. CONFIDENTIAL INFORMATION is defined as BackWeb's confidential and/or
proprietary information, including but not limited to: the source and object
code of the Software, all technical information, specifications, programming
techniques, and materials on functionality, any oral or written evaluations of
the Software by the parties, the market share or sales figures for the Software,
its positioning in a given market, competitive products, End User information,
and proprietary information about current or planned BackWeb products. VAR's
Confidential Information is defined as the non-Software components of the VAR
Product or VAR's integrated solutions, if any, VAR's prices for the Software,
audit results under Section 4.f., and VAR customer and other information
provided to BackWeb hereunder, unless such information is otherwise available to
BackWeb through non-confidential sources.
b. END USER is defined as a third party individual, business or governmental
customer which has purchased the Software from VAR in conjunction with the VAR
Product for the End User's internal business purposes, which may include the
provision of services, but not for redistribution or resale except as provided
in the End User License Agreement.
c. END USER LICENSE AGREEMENT is defined as the standard BackWeb Software
License Agreement that is packaged with each copy of the Software, specifying
the terms and conditions on which an End User may use the Software. VAR shall
distribute a copy of such Software License Agreement to each End User unless
otherwise agreed upon by BackWeb.
d. INTELLECTUAL PROPERTY RIGHTS means patent rights (including but not limited
to rights in patent applications or disclosures and rights of priority),
copyrights (including but not limited to rights in audiovisual works and moral
rights), trade secret rights, Marks and any other intellectual property rights
recognized by the laws of the United States, the Territory or the Netherlands.
e. MARKS is defined as trademarks, trade names, service marks, and/or service
names associated with BackWeb and/or the Software.
f. SOFTWARE is defined as the software, comprised of Server Software and
Client Software, provided to VAR by BackWeb under this Agreement, including
related documentation and materials and any upgrades, updates and bug fixes for
such Software as may be provided from time to time by BackWeb to VAR in
accordance with this Agreement. Additional descriptions of the Software, if any,
are set forth in Exhibit A.
g. SYSTEMS INTEGRATOR is defined as a VAR or in combination with its parent or
affiliate that incorporates Software into solutions delivered to VAR customers.
If appropriate, VAR may be designated as a Systems Integrator in Schedule A,
thereby making certain provisions in this Agreement, as indicated throughout,
inapplicable to VAR.
h. TERRITORY is defined as the geographical region(s) and/or market segment(s)
set forth in Exhibit A.
i. USER DOCUMENTATION is defined as the BackWeb user manual(s) and other
written or online materials distributed with the Software by BackWeb that
describes the function and use of the Software.
j. VAR PRODUCT (IF APPLICABLE) is defined as the combination by VAR of the
Software and VAR's proprietary or third party hardware and/or software products
and/or services to form an Internet or Intranet B2E technology portal solution
for End Users. Further description of the VAR Product, including development of
proprietary VAR software, if any, is set forth in Exhibit A.
2. LICENSE GRANT/LIMITATIONS
a. LICENSE GRANT. Subject to the terms and conditions herein, BackWeb grants
to VAR a non-exclusive, non-transferable limited license to:(i) distribute,
market and transmit the Software only in conjunction with the VAR Product; (ii)
install or assist in the installation of the Software as a part of the VAR
Product at an End User's premises; and (iii) support and maintain the VAR
Product as provided in Section 3f.
b. RESTRICTIONS. During the term of this Agreement and thereafter, VAR agrees
not to: (i) modify, adapt, translate, localize, distribute or create derivative
works of the Software except with the prior written consent of BackWeb; (ii)
decompile, disassemble, reverse engineer or otherwise reduce the Software to
human perceptible form, except if VAR is located within the European Union, and
then limited decompilation is permitted in strict adherence to the EC Software
Directive 1991, and then only if: (A) BackWeb has failed to provide VAR with
141490
| BackWeb Technologies Ltd.
| |
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| 2001 |
Value-Added Reseller Agreement
Value-Added Reseller Agreement (140K)
Doc #141622: Click preview link for longer preview.
VALUE-ADDED RESELLER AGREEMENT
BETWEEN
NUANCE COMMUNICATIONS, INC.
AND
NORTEL NETWORKS LIMITED
This Value-Added Reseller Agreement ("Agreement") is entered into as of this
31st day of August, 2000 (the "Effective Date") between Nuance Communications,
Inc., a Delaware corporation having a place of business at 1005 Hamilton Court,
Menlo Park, CA 94025 ("Nuance"), and Nortel Networks Limited, a Canadian
corporation, having a place of business at 8200 Dixie Road, Suite 1OO, Brampton,
Ontario, L6T 5P6, Canada ("NNL").
The parties understand and agree that any Subsidiary may become a part to this
agreement by signing a document agreeing to be bound by the terms hereof, a form
of which is attached hereto as Exhibit N, (the "Accession Agreement"), and
providing such Accession Agreement to Nuance in accordance with the notification
procedures of this Agreement.
This Agreement consists of this page ("Signature Page"), the attached terms and
conditions ("Terms and Conditions"), and the exhibits ("Exhibits") listed and
initialed by each party below. The parties may enter into Exhibits from time to
time, which Exhibits shall be so indicated on this Signature Page, shall be
signed by each party, and shall be attached hereto. All such Exhibits shall be
designated with sequential numerical suffixes, such as A-1, A-2 and A-3.
DATE NUANCE VAR
EXHIBIT A - Application Description /s/ BD s/ DH
---- ------ -----
EXHIBIT B - Price List /s/ BD s/ DH
---- ------ -----
EXHIBIT C - Limited Use License s/ DH
---- ------ -----
EXHIBIT C-1 - Limited Use License
For Call Pilot s/ DH
---- ------ -----
EXHIBIT D - Professional Services /s/ BD s/ DH
---- ------ -----
EXHIBIT E - Minimum Terms /s/ BD s/ DH
---- ------ -----
EXHIBIT F - Technical Support Services /s/ BD s/ DH
---- ------ -----
EXHIBIT G - Nuance Trademarks /s/ BD s/ DH
---- ------ -----
EXHIBIT H - Purchase Order Form /s/ BD s/ DH
---- ------ -----
EXHIBIT I - Amendment s/ DH
---- ------ -----
EXHIBIT J - Customer Specific s/ DH
---- ------ -----
EXHIBIT K - Escrow /s/ BD s/ DH
---- ------ -----
EXHIBIT L - Technical Support Services /s/ BD s/ DH
---- ------ -----
EXHIBIT M - Royalty Reporting /s/ BD s/ DH
---- ------ -----
EXHIBIT N - Accession Agreement /s/ BD s/ DH
---- ------ -----
AGREED TO:
NUANCE COMMUNICATIONS NORTEL NETWORKS LIMITED
By: /s/ Brian Danella By: /s/ David Hyslop
------------------------------- --------------------------------------
Title: /s/ VP and General Counsel Title: /s/ Strategic illegible Procurement
---------------------------- ------------------------------------
Date: 20 Oct 00 Date: Oct 26, 2000
----------------------------- ------------------------------------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMMITED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
1
{PAGE}
VAR Agreement Number_______
Nuance Agreement Number_______
Nortel--Nuance Confidential
NUANCE COMMUNICATIONS
VALUE-ADDED RESELLER AGREEMENT
TERMS AND CONDITIONS
1. DEFINITIONS. Capitalized terms used in this Agreement shall have the
following meanings:
"ACCEPTED ORDER" means a Purchase Order accepted by Nuance in accordance
herewith.
"APPLICATION" shall mean the software designated as such in an EXHIBIT D
("PROFESSIONAL SERVICES").
"APPLICATION DOCUMENTATION" shall mean all information provided to VAR by
Nuance which describes the form, features or operation of an Application
and which is contained in a tangible medium, such as written format, tape,
magnetic or other media. Application Documentation shall include any
Updates of Application Documentation which Nuance may make available to VAR
pursuant to this Agreement.
"APPLICATION SPECIFICATION" shall mean the technical and performance
specifications for an Application which are contained in and distributed
with the Application Documentation.
"APPLICATION WARRANTY" SHALL MEAN THE WARRANTY PROVIDED BY NUANCE FOR AN
APPLICATION DEVELOPED IN ACCORDANCE WITH EXHIBIT D ("PROFESSIONAL
SERVICES") AS FURTHER DEFINED IN EXHIBIT D ("PROFESSIONAL SERVICES").
"AUTHORIZED APPLICATION" shall mean:
a) with respect to an Accepted Order in which VAR ordered licenses for
"Tier 1 Applications" (as the same are described in Exhibit A), a
software application that is a Tier 1 Application;
b) with respect to an Accepted Order in which VAR ordered licenses for
"Tier 2 Applications" (as the same are described in Exhibit A), a
software application that is a Tier 2 Application or Tier 1
Application;
c) with respect to an Accepted Order in which VAR ordered licenses for
"Tier 3 Applications" (as the same are described in Exhibit A), a
software application that is a Tier 3 Application, Tier 2
Application or Tier 1 Application; and
d) with respect to an Accepted Order in which VAR ordered licenses for
"Tier 4 Applications" (as the same are described in Exhibit A), a
software application that is a Tier 4 Application, Tier 3
Application, Tier 2 Application or Tier 1 Application.
"AUTHORIZED PORTS" shall mean, with respect to an Accepted Order, the
number of recognition and/or verification Ports ordered by VAR thereunder
for which Nuance has provided to VAR Keys in accordance herewith.
"AUTHORIZED SUBLICENCEES" shall mean an End User or a third-party
subdistributor, value-added reseller or subsidiary of VAR which has entered
into a written agreement with VAR having terms and conditions substantially
similar to those contained in this Agreement.
"BASIC TECHNICAL SUPPORT SERVICES" shall have the meaning assigned to it in
SECTION 13 ("TECHNICAL SUPPORT SERVICES").
"CALL" shall mean a telephone call, voice-over-IP connection or other like
connection between an individual and an Integrated System.
141622
|
Nuance
As referenced in this Value-Added Reseller Agreement:
NUANCE COMMUNICATIONS, INC. – dex1016.txt
{DESCRIPTION}VALUE-ADDED RESELLER AGREEMENT DATED AUGUST 31, 2000
{TEXT}
{PAGE}
Exhibit 10.16
VAR Agreement Number_______
Nuance Agreement Number_______
Nortel--Nuance Confidential
VALUE-ADDED RESELLER AGREEMENT
BETWEEN
NUANCE COMMUNICATIONS, INC.
AND
NORTEL NETWORKS LIMITED
This Value-Added Reseller Agreement ("Agreement") is entered into as of this
31st day of August, 2000 (the "Effective Date") between Nuance Communications,
Inc., a
_____________
Nuance Communications,
Inc. – AGREEMENT
BETWEEN
NUANCE COMMUNICATIONS, INC.
AND
NORTEL NETWORKS LIMITED
This Value-Added Reseller Agreement ("Agreement") is entered into as of this
31st day of August, 2000 (the "Effective Date") between Nuance Communications,
Inc. , a Delaware corporation having a place of business at 1005 Hamilton Court,
Menlo Park, CA 94025 ("Nuance"), and Nortel Networks Limited, a Canadian
corporation, having a place of business
_____________
NUANCE COMMUNICATIONS, INC. – reasonable support, under terms to be agreed, in VAR's efforts
to develop its capability to provide call script design, recognition grammar
development, and in-service application debugging and tuning.
NUANCE COMMUNICATIONS, INC. NORTEL NETWORKS LIMITED
By: By:
---------------------------- -----------------------------
Title: Title:
------------------------- --------------------------
Date: Date:
-------------------------- ---------------------------
32
{PAGE}
VAR Agreement Number_______
Nuance Agreement Number_______
Nortel--Nuance Confidential
SCHEDULE 1 TO EXHIBIT F
TECHNICAL SUPPORT SERVICES
FEE
_____________
Nuance
Communications, Inc. – Per Unit
Discount
Extended Price
License Term
48
{PAGE}
VAR Agreement Number_______
Nuance Agreement Number_______
Nortel--Nuance Confidential
Exhibit N
Accession Agreement
This agreement ("Accession Agreement") is entered into between Nuance
Communications, Inc. and _____________________, a subsidiary of Nortel Networks
Limited ("Additional Nortel Party"), and is supplemental to the Value Added
Reseller Agreement dated on or about August 31st, 2000 between Nortel
_____________
Nuance Communications, Inc. – a subsidiary of Nortel Networks
Limited ("Additional Nortel Party"), and is supplemental to the Value Added
Reseller Agreement dated on or about August 31st, 2000 between Nortel Networks
Limited and Nuance Communications, Inc. (the "VAR Agreement"). Words and
expressions defined in the VAR Agreement shall have the same meaning when used
in this Accession Agreement.
This Accession Agreement shall become effective on
_____________
dt 1327408
;
| Nortel Networks Limited
|