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Preview Full Doc	2003	Reseller Agreement [Amended and Restated] Reseller Agreement [Amended and Restated] (73K) Doc #114762: Click preview link for longer preview. AMENDED AND RESTATED RESELLER AGREEMENT 1. Agreement. This Agreement is made as of the Effective Date, with a term of two (2) years and subsequent terms of one (1) year, each self renewing annually unless terminated as provided in Section 13 or unless either party gives the other party at least sixty (60) days' notice of intent not to renew prior to the expiration of the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc. with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller"). The Effective Date shall mean the later of the dates on which: (a) this Agreement has been executed by both parties; or (b) Reseller has received written proof to its reasonable satisfaction that Vendor has received at least five million dollars in equity financing since September 1, 2002 2. Resale. Subject to all the terms and conditions of this Agreement, Vendor hereby appoints Reseller for the Term as a third party reseller of the services and products as set forth in Exhibit A ("Products") to this Agreement bundled with Reseller's goods or services or on a stand alone basis. The parties acknowledge that Vendor has adopted a business model pursuant to which Vendor may provide its goods and services pursuant to a software license arrangement. The terms "Products" and "products" and "services" as used in this Agreement shall include the licensing of Vendor's software and related manuals, instructions, and other user materials and documentation, and the provision by Vendor of related services and software maintenance. The terms of this Agreement, including the provisions set forth in Exhibit B to this Agreement, shall apply to Vendor's appointment of Reseller as an end user and sublicensor of Vendor's software and related user materials and documentation and the provision of related services and software maintenance by Vendor. a. Reseller agrees to treat Vendor as its preferred vendor for Products for all of Reseller's Clients during the term of this Agreement. As part of this relationship, Reseller shall use its reasonable best efforts to resell Products, i.e. Reseller shall conduct the up front marketing effort to sell Products to Client Prospects and Clients (as both terms are defined below) and Reseller shall, to the extent it is reasonably likely Vendor's Products will be needed, include the Products in any sales pitch in which Reseller participates. Reseller shall develop necessary specifications in accordance with the requirements set forth on Exhibit A and Attachment 1 thereto for the Products for a Client and/or a Client Prospect so that Vendor may provide the Products. b. In the event a Client or Client Prospect contacts Vendor directly, Vendor will notify Reseller. Except as set forth below, at no time during the Term shall Vendor initiate contact intended to result in a contract or sale, directly with any Client or Client Prospect. At no time during the Term and for 12 months after the expiration or termination of this Agreement shall Vendor sell its services or products directly or through another reseller to a Client or Client Prospect without the written consent of Reseller's President; provided, however, such consent will be given under the following circumstances: i. Vendor may directly or indirectly through another reseller sell its products and services to a Client or Client Prospect if Reseller has not provided services to such Client or Client Prospect for more than twelve (12) months; 114762	IPG Interpublic Group of Companies, Inc. ( Advertising ) As referenced in this Reseller Agreement [Amended and Restated]: Interpublic Group of Companies, Inc – price of $0. 144748. v. The term "Revenue" shall include (i) all revenue recognized by Vendor in connection with Vendor's arrangements with Interpublic Group of Companies, Inc . ("IPG") or any of IPG's affiliates; and (ii) revenue recognized by Vendor {PAGE} from Client license fees arising under written agreements _____________ dt 258386 ; Modem Media Modem Media, Inc. ( Advertising ) As referenced in this Reseller Agreement [Amended and Restated]: Modem Media, Inc – the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc . with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller"). The Effective Date shall mean the later of the dates on _____________ Modem Media, Inc – as either party may in the future specify in writing to the other): In the case of Reseller: In the case of Vendor: Modem Media, Inc . CentrPort, Inc. 230 East Avenue 450 Post Road East Norwalk, CT 06855 Westport, CT 06880 Attn: CFO Attn: CEO Fax: 203 299 _____________ dt 651469 ;	CentrPort, Inc.
Preview Full Doc	2002	Internet Services Reseller Agreement Internet Services Reseller Agreement (45K) Doc #115662: Click preview link for longer preview. INTERNET SERVICES RESELLER AGREEMENTFOR RESELLERS RESIDENT IN QUEBEC, FRANCE AND OTHER FRANCOPHONE JURISDICTIONS: RESELLER AND MCI HAVE EXPRESSLY REQUESTED THAT THE AGREEMENT AND ALL DOCUMENTS AND NOTICES RELATED TO THIS AGREEMENT BE DRAFTED IN THE ENGLISH LANGUAGE. LE CLIENT ET WORLDCOM ONT DEMAND EXPRESS MENT QUE LA PR SENTE ENTENTE ET TOUS LES DOCUMENT ET AVIS CONNEXES SOIENT R DIG S EN ANGLAIS. This Internet Services Reseller Agreement ("Agreement") is made and entered into by and between UUNET Technologies, Inc. ("MCI"), a Delaware corporation d/b/a MCI Internet Wholesale, a division of the MCI operating unit of WorldCom, Inc., and GTC Telecom Corp. ("Reseller"), a Nevada corporation. This Agreement will be effective as of the date executed by both of the parties (the "Effective Date"). For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows. 1. The initial term of this Agreement ("Initial Term") will expire two (2) years from commencement of the first full monthly billing cycle following the Service Commencement Date (as such term is defined in the attached Terms and Conditions). The term will automatically renew for additional, successive one (1) year terms (each, a "Renewal Term") at the expiration of the Initial Term and at each anniversary thereof, unless either party provides the other notice to the contrary at least sixty (60) days prior to the expiration of the then current term, in which case this Agreement will terminate as of the expiration of the then current term. 2. Reseller will pay MCI for the Service (as such term is defined in the attached Terms and Conditions) in accordance with the pricing model attached hereto and identified as Schedule A. 3. The parties' rights and obligations under this Agreement are set forth in the attached Terms and Conditions identified as Schedule B, all of which are incorporated by reference herein. 4. Reseller's address for purposes of the Notice provisions in the attached Terms and Conditions will be as follows: 3151 Airway Avenue, Suite P-3 Costa Mesa, CA 92626 telephone number: (714) 549-7700 facsimile number: (714) 549-7707 attention: Paul Sandhu, CEO 115662	GTC Telecom GTC Telecom Corp. ( Communications Services ) As referenced in this Internet Services Reseller Agreement: GTC Telecom Corp – Technologies, Inc. ("MCI"), a Delaware corporation d/b/a MCI Internet Wholesale, a division of the MCI operating unit of WorldCom, Inc., and GTC Telecom Corp . ("Reseller"), a Nevada corporation. This Agreement will be effective as of the date executed by both of the parties (the "Effective Date"). _____________ GTC TELECOM CORP – 7707 attention: Paul Sandhu, CEO IN WITNESS WHEREOF, MCI and Reseller have executed this Agreement on the dates noted below. UUNET TECHNOLOGIES, INC. GTC TELECOM CORP . By: /s/ John W. Bell By: /s/ Gerald A. DeCiccio Title: John W. Bell Title: Gerald A. DeCiccio Date: 5/20/02 _____________ dt 276567 ;	UUNET Technologies, Inc.
Preview Full Doc	2002	Reseller Master Terms and Conditions Agreement Reseller Master Terms and Conditions Agreement (103K) Doc #115669: Click preview link for longer preview. AVAYA INC. RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc. ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc., a Delaware corporation with offices located at 22 Prestige Park Circle, East Hartford, CT 06108 ("Reseller"). NOW THEREFORE, in consideration of the mutual promises herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS The following terms shall have the meanings specified below: 1.1 "Affiliate" means, with respect to any party, any person or entity that is under common control with, controls, or is controlled by, that party. 1.2 "Agreement" means this Reseller Agreement and all Product Group Attachments, which are incorporated by reference herein. 1.3 "Distributor" means a wholesale distributor that Avaya has contracted with to provide outsourced fulfillment of Avaya Managed Product under this Agreement and that is named in Appendix 1: Distributor. 1.4 "Confidential Information" means all information furnished under or in contemplation of the Agreement, which is marked with a restrictive notice or otherwise designated as proprietary, or which the receiving party knows or should know is being disclosed on a confidential basis; including without limitation, this Agreement and it's terms and conditions, all trade secrets, and price discount, rebate lists and schedules. 1.5 "End-User" means a third party that purchases Products for use by such third party and not for resale, sublease, or sublicense. 1.6 "Effective Date" means the date of this Agreement as stated above. 1.7 "Licensed Materials" means the object code computer programs furnished Avaya and intended for use in or provided for use with Products and also includes the information in the Related Documentation furnished to Reseller for use therewith. Unless otherwise specified, no source code version of software will be included in Licensed Materials. 1.8 "Licensed Trademarks" means those certain Avaya designated trademarks, insignia and symbols which are associated with the Products, and owned by Avaya. 1.9 "Permission to Connect" means any necessary approval by the duly authorized governing authorities for use of a Product or Product Component in the Territory. The term includes but is not limited to "type acceptance", "type approval", "prior connection inspection", "homologation" or any other similar process, which would provide authorization to connect a Product or Product Component to the public telecommunications network and/or to sell a Product in the Territory. 1.10 "Product(s)" means those products and/or services which Reseller has been authorized to resell under the Agreement and listed in an Appendix to a Product Group Attachment. The authorized products may be amended and supplemented by Avaya from time to time in accordance with the provisions of the applicable Product Group Attachment. 1.11 "Product Component" means an item or part of equipment identified by an Avaya equipment code. 1.12 "Product Group Attachment" means the attachments to this Agreement. 1.13 "Related Documentation" means all materials in printed, written or electronic form used to describe the use of Products or Product Components, excluding marketing materials. 1.14 "Reseller" means the party named above as the Reseller and any successor or assign thereof agreed to by Avaya. 1.15 "Services" are those installation and professional services generally associated with the Products furnished by Avaya to End-Users, when ordered in connection with Products marketed by Reseller. 1.16 "Territory" means the fifty (50) states of the United States of America and the District of Columbia or such other geographic area specified in the applicable Product Group Attachment. 115669	Avaya Avaya Inc. ( Communications Equipment ) As referenced in this Reseller Master Terms and Conditions Agreement: AVAYA INC – 14/2002 EX-10 3 Exhibit 10(a) AVAYA INC . RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc. ("Avaya") _____________ Avaya Inc – 10(a) AVAYA INC. RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc . ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc., a Delaware corporation with offices located at 22 Prestige _____________ AVAYA INC – overnight courier service and three days after being sent by United States mail in the manner prescribed in this Section. Intentionally left blank 12 RESELLER PRODUCT GROUP ATTACHMENT TO AVAYA INC RESELLER MASTER TERMS AND CONDITIONS For ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") _____________ Avaya, Inc – RESELLER MASTER TERMS AND CONDITIONS For ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") between Avaya, Inc . ("Avaya"), and Farmstead Telephone Group, Inc. ("Reseller"). This Product Group Attachment hereby incorporates by reference the Reseller Master Terms and Conditions entered into between Avaya and Reseller. The terms _____________ Avaya Inc – associated with those Products, which Reseller has been authorized to sell. IN WITNESS WHEREOF the parties have caused this Product Group Attachment to be signed by their duly authorized representatives. Avaya Inc . Farmstead Telephone Group, Inc. By: /s/ Jan H. Burton By: /s/ George J. Taylor, Jr. Typed Name: Jan H. Burton Typed Name: George J. Taylor, Jr. Title: VP-Channel _____________ dt 1851315 ; Farmstead Farmstead Telephone Group Inc. ( Communications Services ) As referenced in this Reseller Master Terms and Conditions Agreement: Farmstead Telephone Group, Inc – Effective Date") by and between Avaya Inc. ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc ., a Delaware corporation with offices located at 22 Prestige Park Circle, East Hartford, CT 06108 ("Reseller"). NOW THEREFORE, in consideration of the _____________ Farmstead Telephone Group, Inc – PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") between Avaya, Inc. ("Avaya"), and Farmstead Telephone Group, Inc . ("Reseller"). This Product Group Attachment hereby incorporates by reference the Reseller Master Terms and Conditions entered into between Avaya and Reseller. The _____________ Farmstead Telephone Group, Inc – to sell. IN WITNESS WHEREOF the parties have caused this Product Group Attachment to be signed by their duly authorized representatives. Avaya Inc. Farmstead Telephone Group, Inc . By: /s/ Jan H. Burton By: /s/ George J. Taylor, Jr. Typed Name: Jan H. Burton Typed Name: George J. Taylor, Jr. _____________ Farmstead Telephone Group, Inc – to Reseller by electronic means, which may include but is not limited to website posting or email notification. Addresses: A. Marketing Location (s): Farmstead Telephone Group, Inc . 22 Prestige Park Circle East Hartford, CT 06108 860-610-6000 Area: A. Enterprise Communication Product Area Description: 1. Geographic Area, (if _____________ FARMSTEAD TELEPHONE GROUP, INC – of Reseller Master Terms and Conditions remain in effect. {PAGE} 14 DIAMOND AMENDMENT TO AVAYA RESELLER AGREEMENT (NO. 020601) AMONG AVAYA INC., AND FARMSTEAD TELEPHONE GROUP, INC ., RESELLER WHEREAS Avaya Inc., and Farmstead Telephone Group, Inc., have entered into a Avaya Reseller Agreement, effective May 31, 2002, and WHEREAS _____________ dt 275957 ;	ScanSource ScanSource, Inc. ( Computer Peripherals ) As referenced in this Reseller Master Terms and Conditions Agreement: ScanSource, Inc. – May 31, 2002 Date: April 5, 2002 {PAGE} 3 APPENDIX 1 TO RESELLER PRODUCT GROUP ATTACHMENT FOR ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT Enterprise Communication and Internetworking Solutions Products Distributor ScanSource, Inc. 6 Logue Court, Suite G Greenville, SC 29615 800-944-2432 Internetworking Solutions Product Distributors Avaya will provide a listing of authorized Internetworking Solutions Product Distributors to Reseller upon _____________ dt 1446349
Preview Full Doc	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 ImageWare Systems, Inc. ( Software & Programming ) 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 Microsoft Corp. 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 Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) 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
Preview Full Doc	2002	Cellular Digital Packet Data Reseller Agreement Cellular Digital Packet Data Reseller Agreement (70K) Doc #115708: Click preview link for longer preview. CELLULAR DIGITAL PACKET DATA RESELLER AGREEMENT DETROIT SMSA LIMITED PARTNERSHIP AND CINCINNATI SMSA LIMITED PARTNERSHIP THIS AGREEMENT (hereafter referred to as the "Agreement") is made and entered into on this 10th day of January, 2002 (the "Effective Date"), by and between Ameritech Mobile Communications, LLC d/b/a Cingular Wireless on behalf of Detroit SMSA Limited Partnership and Cincinnati SMSA Limited Partnership (collectively referred to as the "Company") and At Road, Inc., a Delaware corporation (the "Customer"); throughout this Agreement, the Company and the Customer are sometimes jointly referred to as the "Parties"). This Agreement incorporates by reference all exhibits attached hereto, along with any other exhibits subsequently put into effect by the parties and any and all orders subsequently submitted by the Customer and accepted by the Company. 1. Purpose. The Company has developed a Cellular Digital Packet Data System which provides data communications between cellular mobile radio units and/or mobile data units in the greater Detroit metropolitan area; and the greater Cincinnati, Columbus and Dayton metropolitan area. The Company wishes to sell, and the Customer wishes to buy, the services which provide access to such system, and certain other optional features for use in the connection with such system, all upon the terms and conditions set forth in this Agreement. 2. Definitions. When used in this Agreement, the following terms shall have the following meanings: 2.1 Affiliate Any other entity that is owned at least 50 percent by a party to this Agreement. In the case of Company, affiliate also shall mean Ameritech Corporation and any successor to Ameritech Corporation, whether by change of name, dissolution, merger, consolidation, reorganization or otherwise and any subsidiary of Ameritech Corporation or its successor. 2.2 Cell Site A building location containing the antenna and radio equipment necessary to complete a connection between a Mobile Data Unit and the mobile telephone switching office. 2.3 Cellular Geographic Service Area or CGSA A specific geographical area in which the Company is authorized under a Federal Communications Commission ("FCC") license to provide Service. 2.4 Cellular Digital Packet Data (CDPD) A service utilizing packet switching technology in which Packets are transported via M-ES to and/or from the MD-IS serving that M-ES via cellular frequency. 2.5 Cellular System A mobile communications system or network by means of which Service is provided. Private and Confidential Except as set forth herein, the information contained herein shall not be disclosed to unauthorized persons. It is meant solely for use by authorized Ameritech Mobile Communications, LLC and Customer and employees and persons employed, retained or consulted by them. 115708	At Road At Road, Inc. ( Computer Services ) As referenced in this Cellular Digital Packet Data Reseller Agreement: AT ROAD INC – AT ROAD INC _____________ At Road, Inc. – and between Ameritech Mobile Communications, LLC d/b/a Cingular Wireless on behalf of Detroit SMSA Limited Partnership and Cincinnati SMSA Limited Partnership (collectively referred to as the "Company") and At Road, Inc. , a Delaware corporation (the "Customer"); throughout this Agreement, the Company and the Customer are sometimes jointly referred to as the "Parties"). This Agreement incorporates by reference all exhibits attached _____________ At Road, Inc. – It is meant solely for use by authorized Ameritech Mobile Communications, LLC and Customer and employees and persons employed, retained or consulted by them. 12 and to Customer as: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Director of Carrier Sales tleiby@road-inc.com with a copy to: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: _____________ At Road, Inc. – by them. 12 and to Customer as: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Director of Carrier Sales tleiby@road-inc.com with a copy to: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Legal Department jabalos@road-inc.com (or to such other address as either Party may designate in writing from time to time). _____________ AT ROAD, INC. – them. 13 IN WITNESS WHEREOF, the Company and the Customer have caused this Agreement to be executed by duly authorized corporate officers on the date written below. CUSTOMER: COMPANY: AT ROAD, INC. AMERITECH MOBILE COMMUNICATIONS, LLC By: /s/ KRISH PANU By: /s/ SHELLEY GOODMAN ------------------------------ ---------------------------------- Name: /s/ Krish Panu Name: Shelley Goodman ---------------------------- -------------------------------- Title: President Title: General Manager Business Sales --------------------------- ------------------------------- Address: 47200 Bayside _____________ dt 1851749 ; Cingular Cingular Wireless LLC As referenced in this Cellular Digital Packet Data Reseller Agreement: Cingular Wireless, LLC – from directly or indirectly holding itself out as or otherwise creating any impression that it is sponsored, authorized, endorsed by, affiliated with, or an agent of the Company, or of Cingular Wireless, LLC or of SBC Wireless, LLC, or Ameritech Mobile Communications, LLC, unless such affiliation or agency Private and Confidential Except as set forth herein, the information contained herein shall not be _____________ dt 1532082 ;	Ameritech Mobile Communications
Preview Full Doc	1996	Communication Products Reseller Agreement Communication Products Reseller Agreement (38K) Doc #116623: Click preview link for longer preview. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT This Radius, Communication Products Reseller Agreement ("Agreement") is made and entered into as of September 22, 1994 ("Agreement Date") at Schaumburg, Illinois, by and between MOTOROLA, INC., a Delaware Corporation having a principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola" or "Seller") and Champion Comm. Services, Inc. a Delaware Corporation with a principal place of business at Houston, Tx. ("Buyer" or "Reseller"). 1. TERM, PRODUCTS, RETAIL SALE ONLY, AND SALES AGENTS. The initial term of this Agreement shall commence as of 9/23/94 and shall continue for a term expiring on June 30th of each year unless sooner terminated as provided in this Agreement. Thereafter, this Agreement shall renew automatically for successive one-year additional terms unless terminated by either party in writing no less than thirty days prior to the expiration date of the initial or any additional term or unless otherwise terminated pursuant to the terms of this Agreement. During the term of this Agreement, Buyer agrees to purchase and Seller agrees to sell selected Radius Communication Products as listed on Attachment A to this Agreement ("Products"). Motorola in its sole discretion may revise the list of selected Products from time to time without any liability to Buyer. Also in its sole discretion, Motorola may discontinue the production or sale or modify the design or material specifications of any Products or parts of any Products without any liability or obligations to Buyer or its customers. Buyer specifically acknowledges the existence of other products and product lines of Motorola and agrees and consents to the limitation of this Sales Agreement solely to selected Motorola Radius Communication Products as listed on Attachment A, Products and Pricing Schedule, attached to this Agreement and made a part of it. Buyer shall sell the Products purchased under this Agreement at retail sale only, (i.e., to end users). Additionally, Buyer shall refrain from appointing without the prior written approval of Motorola any sales agent or representative (other than its employees) in connection with the performance of this Agreement. In the event that Motorola grants such approval, it is understood that such appointment shall be made only in the name and for the account of Buyer and shall be for a term no greater than the term of this Agreement. Buyer shall not grant to such sales agent or representative any rights greater than those which are granted by Motorola to Buyer under this Agreement. Buyer shall also impose on such sales agent and representative the same obligations as Motorola has imposed on Buyer under this Agreement for the purpose of protecting the goodwill of Motorola and the Products. Buyer shall provide Motorola with information in detail satisfactory to Motorola regarding any sales agent or representative proposed by Buyer for appointment. 2. PRICES. The prices for the applicable quantity of Products purchased pursuant to this Agreement shall be as set forth on the Pricing Schedule which is attached to this Agreement as Attachment A, Products and Pricing Schedule. Such prices are subject to change upon thirty days written notice to Buyer. 3. ORDERS, ACCEPTANCE, CREDIT APPROVAL. Purchase and sale shall occur only by Motorola's acceptance of Orders submitted by Buyer. An order may be submitted on the Reseller Order form attached to this Agreement as Attachment B and incorporated by reference into it. Such form may be amended from time to time by Motorola. Facsimile, telegraph and verbal orders may also be submitted. Acceptance shall be documented by a Motorola invoice sent to Buyer. Buyer acknowledges and agrees that the invoice is accurate and final unless objected to in writing within ten days of receipt by Buyer. Acceptance shall be only upon the terms and conditions of this Agreement and the listed Attachments. The only effect of any terms and conditions in Buyer's purchase orders or elsewhere shall be to request the time and place of delivery and number of Products to be delivered, but they shall not change, alter or add to these terms and 116623	Champion Champion Communication Services Inc. ( Communications Services ) As referenced in this Communication Products Reseller Agreement: Champion Communication Services Inc – November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC. ("Motorola") and Champion Communication Services Inc . ("Reseller") The Woodlands, Texas (City, State") Effective the Motorola execution date shown below, Reseller and Motorola agree that the Agreement is changed _____________ dt 275675 ; Motorola Motorola, Inc. ( Communications Equipment ) As referenced in this Communication Products Reseller Agreement: MOTOROLA, INC – Communication Products Reseller Agreement ("Agreement") is made and entered into as of September 22, 1994 ("Agreement Date") at Schaumburg, Illinois, by and between MOTOROLA, INC ., a Delaware Corporation having a principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola" or "Seller") and Champion _____________ MOTOROLA, INC – THE STATE OF ILLINOIS. The parties deem this Agreement to be executed by their duly authorized representatives on the Agreement Date. SELLER: BUYER: MOTOROLA, INC . CHAMPION COMM. SERVICES, INC. David A. Terman ------------------------------ By: /s/ LEO ZIMINSKY By: /s/ DAVID A. TERMAN ------------------------------- --------------------------- (Authorized Signature) (Authorized Signature) Title: Leo _____________ MOTOROLA INC – David A. Terman ------------------------------- -------------------------------- Title: Leo Ziminsky Title: President ---------------------------- ----------------------------- V.P. and General Manager November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC . RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC. ("Motorola") and Champion Communication Services Inc. ("Reseller") The Woodlands, Texas (City, State") Effective _____________ MOTOROLA, INC – P. and General Manager November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC . ("Motorola") and Champion Communication Services Inc. ("Reseller") The Woodlands, Texas (City, State") Effective the Motorola execution date shown below, Reseller and Motorola _____________ MOTOROLA. INC – effect. Except as specifically amended above, the Agreement remains in full force and effect in accordance with all its terms. conditions and amounts. MOTOROLA. INC .: RESELLER: By: /s/ LEO ZIMINSKY By: KEN NOTTER ----------------------------- ------------------------------- Print Name: Leo Ziminsky Print Name: Ken Notter --------------------- ----------------------- Title: VP Division General Manager Print _____________ dt 151211 ;	Radius Communication
Preview Full Doc	2002	Reseller Agreement Reseller Agreement (162K) Doc #125708: Click preview link for longer preview. LANVISION SYSTEMS, INC. Reseller Agreement between Siemens Medical Solutions Health Services Corporation and LanVision Systems, Inc. and LanVision, Inc. entered into on September 12, 2002. RESELLER AGREEMENT This agreement ("Agreement") is made and entered into this 12 day of September, 2002 ("Effective Date") by and between SIEMENS MEDICAL SOLUTIONS HEALTH SERVICES CORPORATION, a Delaware corporation, located at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 ("Siemens") and LANVISION SYSTEMS, INC., located at 5481 Creek Rd., Cincinnati, Ohio 45242, and LANVISION, INC., located at the same address (collectively, LanVision Systems, Inc., a Delaware corporation and LanVision, Inc., an Ohio corporation, shall be referred to as "LanVision"). This Agreement replaces in its entirety and terminates, except as otherwise noted in Exhibit B, the agreement dated 21 February 1998 by and between SHARED MEDICAL SYSTEMS CORPORATION (now known as Siemens Medical Solutions Health Services Corporation) and LanVision. 1. Background. 1.1. Siemens is in the business of providing health information systems and services to the health industry. 1.2. LanVision is in the business of providing medical record software applications and services utilizing document imaging and workflow technologies to the health industry. 1.3. The parties desire to enter into a relationship in which Siemens will market and sublicense the Software and Documentation to End Users and offer delivery, installation, First-Level Support and Second-Level Support services to End Users. LanVision will provide, at Siemens' request: marketing, installation, programming, development, and Third-Level Support services to Siemens, all as set forth herein. 2. Definitions. The following definitions shall apply: 2.1. "Agreement" shall mean this Reseller Agreement and all present and future incorporated exhibits, schedules, appendices, addenda, and written amendments. 2.2. "Application Software Fee(s)" means the price list upon which the Software Royalty Fees and Support Fees are calculated and paid per End User as set forth in Exhibit H. 2.3. "Concurrent Usage" is defined in Exhibit H, PART 1, SECTION 1, section g. 2.4. "Change of Control" of LanVision shall be deemed to have occurred if: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (other than LanVision, a controlled affiliate of LanVision, any trustee or other fiduciary holding securities under any compensatory benefit plan of LanVision or an affiliate of LanVision, or any entity owned directly or indirectly by the stockholders of LanVision 125708	LanVision LanVision Systems, Inc. ( Computer Networks ) As referenced in this Reseller Agreement: LANVISION SYSTEMS, INC. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}l97791aexv10.txt {DESCRIPTION}EXHIBIT 10 {TEXT} {PAGE} Confidential Exhibit 10 LANVISION SYSTEMS, INC. Reseller Agreement between Siemens Medical Solutions Health Services Corporation and LanVision Systems, Inc. and LanVision, Inc. entered into on September 12, 2002. RESELLER AGREEMENT This agreement ("Agreement") is made _____________ LanVision Systems, Inc. – DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}l97791aexv10.txt {DESCRIPTION}EXHIBIT 10 {TEXT} {PAGE} Confidential Exhibit 10 LANVISION SYSTEMS, INC. Reseller Agreement between Siemens Medical Solutions Health Services Corporation and LanVision Systems, Inc. and LanVision, Inc. entered into on September 12, 2002. RESELLER AGREEMENT This agreement ("Agreement") is made and entered into this 12 day of September, 2002 ("Effective Date") by and _____________ LANVISION SYSTEMS, INC. – 12 day of September, 2002 ("Effective Date") by and between SIEMENS MEDICAL SOLUTIONS HEALTH SERVICES CORPORATION, a Delaware corporation, located at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 ("Siemens") and LANVISION SYSTEMS, INC. , located at 5481 Creek Rd., Cincinnati, Ohio 45242, and LANVISION, INC., located at the same address (collectively, LanVision Systems, Inc., a Delaware corporation and LanVision, Inc., an Ohio corporation, _____________ LanVision Systems, Inc. – at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 ("Siemens") and LANVISION SYSTEMS, INC., located at 5481 Creek Rd., Cincinnati, Ohio 45242, and LANVISION, INC., located at the same address (collectively, LanVision Systems, Inc. , a Delaware corporation and LanVision, Inc., an Ohio corporation, shall be referred to as "LanVision"). This Agreement replaces in its entirety and terminates, except as otherwise noted in Exhibit _____________ LANVISION SYSTEMS, INC. – legally bound, Siemens and LanVision have executed this Agreement as of the day and year first written above. Executed on behalf of Executed on behalf of SIEMENS MEDICAL SOLUTIONS HEALTH LANVISION SYSTEMS, INC. SERVICES CORPORATION LANVISION, INC. By: /S/ Hans Mehl By: /S/ J. Brian Patsy ------------- ------------------ Name: Hans Mehl Name: J. Brian Patsy Title: Chief Financial Officer Title: President and CEO Exhibit _____________ dt 1444825 ; Siemens Siemens AG As referenced in this Reseller Agreement: Siemens – DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}l97791aexv10.txt {DESCRIPTION}EXHIBIT 10 {TEXT} {PAGE} Confidential Exhibit 10 LANVISION SYSTEMS, INC. Reseller Agreement between Siemens Medical Solutions Health Services Corporation and LanVision Systems, Inc. and LanVision, Inc. entered into on September 12, 2002. RESELLER AGREEMENT This agreement ("Agreement") _____________ SIEMENS – 12, 2002. RESELLER AGREEMENT This agreement ("Agreement") is made and entered into this 12 day of September, 2002 ("Effective Date") by and between SIEMENS MEDICAL SOLUTIONS HEALTH SERVICES CORPORATION, a Delaware corporation, located at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 ("Siemens") and LANVISION SYSTEMS, INC., located _____________ "Siemens" – Effective Date") by and between SIEMENS MEDICAL SOLUTIONS HEALTH SERVICES CORPORATION, a Delaware corporation, located at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 ("Siemens" ) and LANVISION SYSTEMS, INC., located at 5481 Creek Rd., Cincinnati, Ohio 45242, and LANVISION, INC., located at the same address (collectively, LanVision _____________ Siemens – except as otherwise noted in Exhibit B, the agreement dated 21 February 1998 by and between SHARED MEDICAL SYSTEMS CORPORATION (now known as Siemens Medical Solutions Health Services Corporation) and LanVision. 1. Background. 1.1. Siemens is in the business of providing health information systems and services _____________ Siemens – 1998 by and between SHARED MEDICAL SYSTEMS CORPORATION (now known as Siemens Medical Solutions Health Services Corporation) and LanVision. 1. Background. 1.1. Siemens is in the business of providing health information systems and services to the health industry. 1.2. LanVision is in the business of _____________ dt 93250 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Reseller Agreement: NASDAQ Stock Market, Inc – including, but not limited to, filings permitted or required by the Securities Act of 1933 or the Securities Exchange Act of 1934, the NASDAQ Stock Market, Inc . or other similar regulatory bodies, makes (i) such Releases or other public statements and announcements as LanVision deems necessary and appropriate in _____________ dt 232340
Preview Full Doc	2001	Reseller Agreement Reseller Agreement (46K) Doc #303858: Click preview link for longer preview. TROPIX, INC. RESELLER AGREEMENT THIS AGREEMENT is made as of the 22nd day of July, 1996, by TROPIX, INC., a Delaware corporation ("Tropix"), with its principal place of business at 47 Wiggins Avenue, Bedford, Massachusetts 01730, U.S.A., and Digene Corporation, a Delaware corporation ("Digene"), with its principal place of business at 2301-B Broadbirch Drive, Silver Spring, Maryland 20904, U.S.A.. RECITALS The parties desire that the product of Tropix listed on Schedule A hereto ("Product") shall be purchased by Digene and that Digene shall resell the Product, all upon the terms and conditions set forth herein. The definitions of capitalized terms used but not otherwise defined herein are set forth in Schedule C hereto. The parties, in consideration of the mutual obligations hereinafter set forth and intending to be legally bound, hereby agree as follows: 1. APPOINTMENT AS RESELLER 1.1 Tropix hereby appoints Digene as its nonexclusive reseller for the sale, distribution and promotion of the Product, and Digene accepts such appointment, subject to the restrictions set forth in this Section 1. 1.2 Digene may only resell the Product (i) under Digene's label or a joint Digene/Digene distributor label and (ii) only as a component of products manufactured by Digene (and only Digene) which incorporate both the Product and Digene's proprietary Hybrid Capture system for use in human in vitro diagnostics or for pharmaceutical therapeutics research and development. In the event that during the term of this Agreement, Digene develops one or more products for the non-human diagnostic markets such as food and environmental testing, and can demonstrate to Tropix reasonable satisfaction that commencement of commercial sales is imminent, at Digene's request the parties will negotiate in good faith a Reseller Agreement for the Product for use in such Digene products for the non-human diagnostic markets. Tropix obligation in such event shall be limited to negotiating such a Reseller Agreement in good faith and nothing contained herein shall impose any obligation on Tropix with respect thereto other than to so negotiate in good faith. 1.3 Nothing contained in Section 1.2 shall be deemed to prohibit International Murex Technologies Corporation ("Murex") from marketing and selling products, manufactured b Digene, for the detection of infectious diseases, which utilize Digene's proprietary Hybrid Capture system for use in human in vitro diagnostics or for pharmaceutical therapeutics research and development and which incorporate Product. 1 {PAGE} 2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Murex shall have no other rights to the Product (including, without limitation, the right to incorporate any Product into any Murex product) and in all other respects the restrictions set forth in Section 1.2 and 1.5 shall apply. 1.4 In the event Digene proposes to resell Product under the label of a third party but otherwise in accordance with Section 1.2 and 1.5, at Digene's request Tropix will negotiate in good faith a Reseller Agreement with such third party for the products to be sold under such third party's label. Tropix obligation in such event shall be limited to negotiating such a Reseller Agreement in good faith and nothing contained herein shall impose any obligation on Tropix with respect thereto other than to so negotiate in good faith. 1.5 In no event shall Digene (a) dilute or alter the Product, (b) resell the Product in the research or pharmaceutical screening markets or (c) resell the Product for use in membrane-based assays. 1.6 To the extent Tropix grants to any unrelated third party the right to resell an improved formulation of the Product at any time during the term of this Agreement, Tropix shall notify Digene of such improved formulation of the Product. Upon notification, Digene shall have the option of purchasing such improved formulation of the Product at a purchase price to be agreed upon by the parties. Digene recognizes and agrees that any new, improved or substitute dioxetane products and any new, improved or substitute enhancer products manufactured, marketed and/or sold by Tropix will not constitute an improved formulation of the Product and that this Agreement does not provide Digene with any right to any new, improved or substitute dioxetanes or enhancers. 2. DIGENE'S OBLIGATIONS AND REPRESENTATIONS. In addition to Digene's obligations set forth elsewhere in this Agreement, Digene shall from and after the date of this Agreement: 2.1 Use reasonable commercial efforts to promote, develop a market for and sell DNA probe assays, utilizing the Product, for human in vitro diagnostics; 2.2 Promptly respond to all customer complaints about the Product, promptly notify Tropix of any recall or complaints; and 2.3 Obtain, at its own expense, any import or export license, foreign exchange license, foreign exchange permit, or other permit or approval it may need for the resale of Product hereunder and otherwise comply with all laws, regulations, rules and requirements governing the sale of the Product; provided, however, that, at the request and expense of Digene, Tropix will aid Digene in gaining regulatory approvals where help and information relating to the Product is required. 2.4 Digene represents to Tropix to the best of its knowledge that: 2 {PAGE} 3 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) Digene is duly organized and validly existing in good standing under the laws of the State of Delaware, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Digene has validly taken all requisite corporate action to properly authorize the execution of this Agreement and to fulfill its obligations hereunder; (c) Digene has all the necessary corporate right, power and authority to enter into this Agreement; and (d) Digene has carried on directly all negotiations with Tropix relative to this Agreement and is under no obligation or commitment to any person under which any brokerage commission or other compensation is payable with respect to the execution of this Agreement. 3. PRICES AND TERMS OF SALE 3.1 The prices for the Product are set forth in Schedule B. Such prices are F.O.B. Tropix U.S. shipping facility, currently in Bedford, Massachusetts. Tropix may adjust the price list once per year beginning [****************] as provided in Schedule B. Tropix will notify Digene not later than thirty (30) days prior to the effective date of any such price 303858	Digene Digene Corp. ( In Vitro & In Vivo Diagnostic Substances ) ; Ballard Spahr Ballard Spahr Andrews & Ingersoll, LLP ( Legal ) As referenced in this Reseller Agreement: Ballard Spahr – to its General Counsel, and in the case of Digene to: {TABLE} {S} {C} General Counsel Evan Jones Morris Cheston, Jr. President & CEO Ballard Spahr Andrews & Ingersoll, LLP Digene Corporation 1735 Market Street 9000 Virginia Manor Rd. Suite 206 51st Floor Beltsville, MD 20705 Philadelphia, PA 19103- _____________ dt 270028 ;	Tropix, Inc.
Preview Full Doc	2003	Strategic Reseller Agreement Strategic Reseller Agreement (35K) Doc #407716: Click preview link for longer preview. STRATEGIC RESELLER AGREEMENT Between: Voice Mobility Inc., 13777 - 180, Commerce Parkway, Richmond, BC V6V 2X3, Canada ("VMI") And: Equipoa y Control Division Commercial, S.A. de C.V. (Nakotec),; Guillerno Gonzales Camerena 1600 1L Col. Santa Fe, Mexico City This agreement is dated December 13, 2002. VMI and the Reseller named above agree that the following terms and conditions will govern the sale by VMI to Reseller of the UCN 200 Messaging Software and Solutions covered by this Agreement. All schedules, and other appendices attached to this Agreement are incorporated in its terms. 1. Scope of the Agreement 1.1 In this Agreement, the word "Reseller", means the person, or entity, named as the Reseller. The words "VMI", "us", "our" and "VMI" each mean Voice Mobility Inc. The term "us" may also be used on occasion to refer to Voice Mobility Inc., and Reseller collectively when it is clear from the context that the term means the two parties together. The term "affiliate" means any company wholly or majority owned, or controlled, Reseller, or the parent of Reseller. 1.2 For the Term of this Agreement,; VMI appoint Reseller as a non-exclusive Value-Added Reseller for the Territories and Markets in Schedule C, for the UCN 200 Messaging Software and Solutions on Schedule A of this Agreement ("the products"), as that Schedule may be amended from time to time by mutual agreement. Under the provisions of this Agreements the parties will mutually establish an annual sales goal for Reseller of the volume of Products which Reseller are to purchase from VMI, and VMI will be entitled to terminate this Agreement under Section 15, if Reseller fail to meet that goal. 1.3 The intent of this Agreement is to offer Reseller a discount on the Products Reseller purchases from us. Reseller represents that they will incorporate any Products purchased under this Agreement with other hardware, or software, of their manufacture, assembly, or design, which Reseller will then market in the regular course of their business and under the Reseller name for sale, lease, or rent, to Resellers end user customers. In granting Reseller any discounts, VMI is relying on that representation, and Reseller will forfeit those discounts if Reseller does not comply with it. -2- 1.4 The pricing and discounts provided to Reseller under this Agreement will apply only to the Products listed on Schedule A, and Reseller will not be entitled to purchase any other products from us without our written consent. Reseller also agree that Reseller will not be entitled to any commission, or compensation, from us on any Products Reseller resells to its customers. 1.5 Resellers resale of the Products will be for Resellers own account and at Resellers own risk. Reseller are responsible for the selection of the Products, their ability to achieve the results Reseller intend, their use with Resellers software, peripherals and integrated systems, and the performance Reseller and their customers obtain from using them. Any technical support for the Products, hardware, software, peripherals, and integrated systems, which Reseller sells, or licenses, will also be solely Resellers responsibility, unless both of us agree otherwise. 1.6 Reseller agrees that, unless Reseller receive our prior written consent (by amendment to this Agreement, or otherwise) Reseller may not assign any rights here to others or appoint any sub resellers, sub dealers, or agents, to resell the Products to others. 1.7 Each of Resellers Purchase and Change Orders, and each of our acknowledgement forms will incorporate the tenents of this Agreement, whether or not this Agreement is specifically intentioned. As stated in Paragraph 22.2, this Agreement supersedes any terms, or conditions, contained on printed forms submitted with purchase orders, sales acknowledgements, or invoices. When ordering the Products, the only affect of any term of Resellers purchase order will be to provide us with the following information: (a) Software version number (b) Quantity of user licenses (c) Requested shipping date (d) Delivery instructions, including ship-to address (e) Any other special information required by this Agreement 1.8 Reseller must submit any purchase order for Products at least 30 days in advance of the shipment date Reseller are requesting for that order. Neither Reseller, nor VMI, will be bound, by any order until VMI accepts it, but at that time both of us will be bound and a contract will exist under the terms of this Agreement. Once VMI have accepted Resellers order, Reseller cannot cancel, or reschedule it except under the conditions expressly stated in this Agreement. 407716	Voice Mobility Voice Mobility International Inc. ( Communications Services )
Preview Full Doc	2004	Value Added Reseller Agreement Value Added Reseller Agreement (70K) Doc #415926: Click preview link for longer preview. 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 Cingular Wireless LLC 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 GoAmerica, Inc. ( Communications Services ) 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
Preview Full Doc	2001	Reseller Agreement Reseller Agreement (72K) Doc #856863: Click preview link for longer preview. RESELLER AGREEMENT 1. Agreement. This Agreement is made as of December 22, 2000 with a term of two --------- (2) years and subsequent terms of one (1) year, each self renewing annually unless terminated as provided in Section 13 or unless either party gives the other party at least sixty (60) days' notice of intent not to renew prior to the expiration of the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc. with an office at 230 . . . 856863	Modem Media Modem Media, Inc. ( Advertising ) As referenced in this Reseller Agreement: Modem Media, Inc – to renew prior to the expiration of the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc . with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller"). This Agreement will be effective upon the closing of the transactions contemplated by the Stock Purchase Agreement, dated _____________ Modem Media, Inc – as follows (or to such other address as either party may in the future specify in writing to the other): In the case of Reseller: In the case of Vendor: Modem Media, Inc . CentrPort, Inc. 230 East Avenue 450 Post Road East Norwalk, CT 06855 Westport, CT 06880 Attn: President Attn: CEO <PAGE> Fax: 203 299 7162 Fax: 203 341 _____________ Modem Media, Inc – effect after the Effective Date, the terms and conditions of this Agreement shall govern. The signature of the parties herein below indicates their acceptance of these terms and conditions. Reseller: Modem Media, Inc . By:/s/ Sloane Levy Name: Sloane Levy Title: Vice President, General Counsel and Corporate Secretary Vendor: CentrPort, Inc. By: /s/ William Zierolf Name: William Zierolf Title: President and CEO & _____________ dt 1340007
Preview Full Doc	2005	Technology Reseller Agreement Technology Reseller Agreement (53K) Doc #879438: Click preview link for longer preview. <TEXT> 10.20 Technology Reseller Agreement between eLutions, Inc. and Company dated January 31, 2005 <PAGE> TECHNOLOGY RESELLER AGREEMENT This Technology Reseller Agreement ("Agreement") is made as of this 31 day of January 2005 between eLutions, Inc., a Delaware corporation and OnScreen Technologies, Inc. a Colorado corporation (the "Company"). eLutions and the Company hereby . . . 879438	Onscreen Tech. Onscreen Technologies Inc. As referenced in this Technology Reseller Agreement: OnScreen Technologies, Inc – 31, 2005 <PAGE> TECHNOLOGY RESELLER AGREEMENT This Technology Reseller Agreement ("Agreement") is made as of this 31 day of January 2005 between eLutions, Inc., a Delaware corporation and OnScreen Technologies, Inc . a Colorado corporation (the "Company"). eLutions and the Company hereby agree as follows: 1. Purpose. The purpose of this Agreement is to set forth the terms and conditions under _____________ OnScreen Technologies, Inc – to eLutions: eLutions, Inc. 1300 East 8th Avenue, Suite 200 Tampa, Florida 33605 Attention: Managing Director-Wireless Applications Telephone:(813) 371-5500 Facsimile: (813) 371-5501 If to the Company: OnScreen Technologies, Inc . 200 9th Avenue, North Suite 210 Safety Harbor, Florida 34695 Attention: John "JT" Thatch, CEO/President Telephone: (727) 797-6664 Facsimile: (727) 797-7770 15.9 DNAR, AAR. eLutions _____________ ONSCREEN TECHNOLOGIES, INC – facsimile, all of which when duly executed constitute a single document. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above set forth. ONSCREEN TECHNOLOGIES, INC . By: /s/ ----------------------------------- Name: John "JT" Thatch Title: CEO/Presodent Date: ELUTIONS, INC. By: /s/ ----------------------------------- Name: J. Michael Powell Title: Managing Director-Wireless Applications Date: Proprietary and Confidential eLutions, Inc. _____________ dt 1540467
Preview Full Doc	2001	Reseller Agreement Reseller Agreement (39K) Doc #972407: Click preview link for longer preview. Trumbull, Connecticut 06611 Re: Pitney Bowes of Canada Ltd./Pitney Bowes Office Systems, Inc. - ---------------------------------------------------------------- Reseller Agreement ------------------ Ladies and Gentlemen: In connection with the distribution of the capital stock of Pitney Bowes Office Systems, Inc. ("Office Systems" or "you") by Pitney Bowes Inc. ("Pitney Bowes") to its stockholders (the "Distribution"), Office Systems and Pitney Bowes of Canada Ltd., a wholly-owned . . . 972407	Pitney Bowes Pitney Bowes Inc. ( Technology ) As referenced in this Reseller Agreement: Pitney Bowes Inc – Pitney Bowes Office Systems, Inc. - ---------------------------------------------------------------- Reseller Agreement ------------------ Ladies and Gentlemen: In connection with the distribution of the capital stock of Pitney Bowes Office Systems, Inc. ("Office Systems" or "you") by Pitney Bowes Inc . ("Pitney Bowes") to its stockholders (the "Distribution"), Office Systems and Pitney Bowes of Canada Ltd., a wholly-owned subsidiary of Pitney Bowes ("PBC," "we" or "us") hereby enter into _____________ Pitney Bowes Inc – Canada Ltd. 2200 Yonge Street, Suite 100 Toronto, ON M4S 3E1 Canada Attn: Chief Financial Officer Tel.: 416-484-2211 Fax: 416-484-3975 2 with a copy to: Pitney Bowes Inc . 1 Elmcroft Drive Stamford, CT 06926-0700 Telecopy: (203) 351-7984 Attention: Sara Moss Title: Vice President and General Counsel with a copy to: Davis Polk & Wardwell 450 Lexington _____________ dt 1470521 ;	Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Reseller Agreement: Davis Polk & Wardwell – a copy to: Pitney Bowes Inc. 1 Elmcroft Drive Stamford, CT 06926-0700 Telecopy: (203) 351-7984 Attention: Sara Moss Title: Vice President and General Counsel with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telecopy: (212) 450-4800 Attention: Sarah J. Beshar If to you, to: Pitney Bowes Office Systems, Inc. 100 Oakview Drive Trumbull, _____________ dt 1440062
Preview Full Doc	2006	Master Purchase/Reseller Agreement Master Purchase/Reseller Agreement (131K) Doc #1733850: Click preview link for longer preview. MASTER PURCHASE/RESELLER AGREEMENT By and Between Siemens Communications, Inc. and Wherify Wireless, Inc. TABLE OF CONTENTS MASTER PURCHASE/RESELLER AGREEMENT 4 1.0 DEFINITIONS 4 2.0 SCOPE 4 3.0 TERM 6 4.0 SPECIFIC PROJECT AMENDMENT 6 5.0 ORDERING 7 6.0 CHANGE ORDERS 10 7.0 TESTING AND PRODUCTION OF PRODUCT(S) 10 8.0 PACKAGING, SHIPPING, TITLE, AND . . . 1733850	Siemens Siemens AG As referenced in this Master Purchase/Reseller Agreement: Siemens ag – relevant SPA. Subject to any rights of set off or dispute by Siemens and Wherifys right to accept or reject any purchase order, Wherify agrees to provide and deliver, and Siemens ag rees to purchase Product(s) and/or Location Services as specified in an accepted purchase order which conforms to this Article 5: Ordering. 5.1.3 Forecasts Forecast terms agreed _____________ Siemens ag – transfer to Wherify from account(s) designated by Wherify. All payments made pursuant to this Agreement will be in U.S. Dollars, and unless otherwise specified in an Adoption Agreement. Siemens ag rees to flow invoicing terms for the purchase of Wireless Modules, for the quantity of modules related to specific SPAs. In the case credit is extended, Siemens will require Wherify _____________ Siemens ag – representations made by Wherify concerning the quality, performance, or other characteristics of the Product(s) or Location Services; (vii) Wherifys breach of any obligations under Section 26.2. 19.2 Siemens ag rees to indemnify, defend, and hold harmless Wherify and its Affiliates and their respective officers, directors, employees and agents, from any and all damages and losses from claims arising from, _____________ Siemens Aktiengesellschaft – _______________________________________ ATTACHMENT A: DEFINITIONS Adoption Agreement shall mean the terms and conditions for the purchase of Wherifys Product(s) by its Affiliates adopting this Agreement. Affiliate(s) shall mean (i) Siemens Aktiengesellschaft as well as a (ii) corporation, company, or other entity more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of _____________ Siemens Aktiengesellschaft, – whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled directly or indirectly by Siemens Aktiengesellschaft, but such corporation, company, or other entity shall be deemed to be an Affiliate only so long as such ownership or control exists; or (iii) an entity which does _____________ dt 1537394 ;	Wherify Wireless Wherify Wireless Inc. As referenced in this Master Purchase/Reseller Agreement: Wherify Wireless, Inc. – EX-10.18 2 v043154_ex10-18.htm MASTER PURCHASE/RESELLER AGREEMENT By and Between Siemens Communications, Inc. and Wherify Wireless, Inc. TABLE OF CONTENTS MASTER PURCHASE/RESELLER AGREEMENT 4 1.0 DEFINITIONS 4 2.0 SCOPE 4 3.0 TERM 6 4.0 SPECIFIC PROJECT AMENDMENT 6 5.0 ORDERING _____________ Wherify Wireless, Inc. – ATTACHMENT G: WHERIFYS PRICE LIST 68 ATTACHMENT H: PRODUCT LIST, SPECIFICATIONS, AND ROADMAP 69 ATTACHMENT I: ADOPTION AGREEMENT 70 MASTER PURCHASE/RESELLER AGREEMENT by and between Siemens Communications, Inc. and Wherify Wireless, Inc. This Master Purchase/Reseller Agreement (Agreement), effective as of January 16, 2005, (Effective Date) is entered into by and between Wherify Wireless, Inc., a Delaware corporation with offices located _____________ Wherify Wireless, Inc. – by and between Siemens Communications, Inc. and Wherify Wireless, Inc. This Master Purchase/Reseller Agreement (Agreement), effective as of January 16, 2005, (Effective Date) is entered into by and between Wherify Wireless, Inc. , a Delaware corporation with offices located at 2000 Birdge Parway Redwood Shores, CA 94065(Wherify) and Siemens Communications, Inc., a Delaware corporation acting by and through the subunit known _____________ Wherify Wireless, Inc. – by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: In the case of Siemens: In the case of Wherify: Siemens Communications, Inc. Wherify Wireless, Inc. 16475 West Bernardo Drive 2000 Bridge Parkway, Suite 201 San Diego, CA 92127 Redwood Shores, CA 94065 Attn:____________________ With a copy to: General Counsel Legal Department Siemens Communications, _____________ WHERIFY WIRELESS, INC. – one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the authorized officers indicated below and effective as of the date first indicated above. WHERIFY WIRELESS, INC. SIEMENS COMMUNICATIONS, INC. By: ____________________ By: _______________________________________ Printed: Timothy J. Neher Title: Chief Executive Officer Printed: ____________________________________ Title: ______________________________________ Date: 01/19/2006 Date: _______________________________________ ATTACHMENT A: DEFINITIONS Adoption _____________ dt 1560258
Preview Full Doc	2006	Exclusive Reseller Agreement Exclusive Reseller Agreement (47K) Doc #2387622: Click preview link for longer preview. EXCLUSIVE RESELLER AGREEMENT This EXCLUSIVE RESELLER AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of June 12, 2006 (the ï¿½Effective Dateï¿½) by and between Insignia Systems, Inc., a Minnesota corporation (the ï¿½Companyï¿½), with its principal place of business at 6470 Sycamore Court North, Maple Grove, Minnesota 55369, and Valassis Sales & Marketing Services, Inc., a Delaware corporation (the ï¿½Resellerï¿½), with its principal place of business at 19975 Victor Parkway, Livonia, MI 48152. RECITALS The Company develops, manufactures and distributes certain products and . . . 2387622	Insignia Systems Insignia Systems, Inc. ( Advertising ) As referenced in this Exclusive Reseller Agreement: Insignia Systems, Inc – Exhibit 10.1 to Insignia Systems, Inc . Form 10-Q for quarterly period ended June 30, 2006 EX-10.1 2 insignia063146_ex10-1.htm EXCLUSIVE RESELLER AGREEMENT EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE RESELLER AGREEMENT _____________ Insignia Systems, Inc – 10.1 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE RESELLER AGREEMENT This EXCLUSIVE RESELLER AGREEMENT (this Agreement) is made and entered into as of June 12, 2006 (the Effective Date) by and between Insignia Systems, Inc ., a Minnesota corporation (the Company), with its principal place of business at 6470 Sycamore Court North, Maple Grove, Minnesota 55369, and Valassis Sales & Marketing Services, Inc., a Delaware _____________ INSIGNIA SYSTEMS, INC – remedies under or by reason of this Agreement. [Signature Pages Follow] 15 IN WITNESS WHEREOF, each of the parties has executed this Reseller Agreement as of the Effective Date. COMPANY: INSIGNIA SYSTEMS, INC . By: /s/ Scott Drill By: /s/ Steven Mitzel Name: Scott Drill Name: Steven Mitzel Title: CEO Title: Secretary Exhibit A Company Products and Services VCI POPSign Rates See Exhibit _____________ dt 1573805 ;	Valassis Valassis Communications Inc. ( Advertising ) As referenced in this Exclusive Reseller Agreement: Valassis Communications, Inc – Personal and advertising injury ($1,000,000) Fire Damage ($50,000) Medical Expenses ($5,000) 4. Certify Workers Compensation and Employers Liability. 3 5. Certificate Holder and named insured statement: Valassis Communications, Inc . 19975 Victor Parkway Livonia, MI 48152 (iii) Best Key Rating. Each partys insurance carrier shall maintain during the time period that each party is required to comply with this _____________ dt 1578895
Preview Full Doc	2006	Exclusive Reseller Agreement Exclusive Reseller Agreement (47K) Doc #2426508: Click preview link for longer preview. EXCLUSIVE RESELLER AGREEMENT This EXCLUSIVE RESELLER AGREEMENT (this ï¿½Agreementï¿½) is made and entered into as of June 12, 2006 (the ï¿½Effective Dateï¿½) by and between Insignia Systems, Inc., a Minnesota corporation (the ï¿½Companyï¿½), with its principal place of business at 6470 Sycamore Court North, Maple Grove, Minnesota 55369, and Valassis Sales & Marketing Services, Inc., a Delaware corporation (the ï¿½Resellerï¿½), with its principal place of business at 19975 Victor Parkway, Livonia, MI 48152. RECITALS The Company develops, manufactures and distributes certain products and . . . 2426508	Insignia Systems Insignia Systems, Inc. ( Advertising ) As referenced in this Exclusive Reseller Agreement: Insignia Systems, Inc – Exhibit 10.1 to Insignia Systems, Inc . Form 10-Q for quarterly period ended June 30, 2006 EX-10.1 2 insignia063146_ex10-1.htm EXCLUSIVE RESELLER AGREEMENT EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE RESELLER AGREEMENT _____________ Insignia Systems, Inc – 10.1 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE RESELLER AGREEMENT This EXCLUSIVE RESELLER AGREEMENT (this Agreement) is made and entered into as of June 12, 2006 (the Effective Date) by and between Insignia Systems, Inc ., a Minnesota corporation (the Company), with its principal place of business at 6470 Sycamore Court North, Maple Grove, Minnesota 55369, and Valassis Sales & Marketing Services, Inc., a Delaware _____________ INSIGNIA SYSTEMS, INC – remedies under or by reason of this Agreement. [Signature Pages Follow] 15 IN WITNESS WHEREOF, each of the parties has executed this Reseller Agreement as of the Effective Date. COMPANY: INSIGNIA SYSTEMS, INC . By: /s/ Scott Drill By: /s/ Steven Mitzel Name: Scott Drill Name: Steven Mitzel Title: CEO Title: Secretary Exhibit A Company Products and Services VCI POPSign Rates See Exhibit _____________ dt 1573806 ;	Valassis Valassis Communications Inc. ( Advertising ) As referenced in this Exclusive Reseller Agreement: Valassis Communications, Inc – Personal and advertising injury ($1,000,000) Fire Damage ($50,000) Medical Expenses ($5,000) 4. Certify Workers Compensation and Employers Liability. 3 5. Certificate Holder and named insured statement: Valassis Communications, Inc . 19975 Victor Parkway Livonia, MI 48152 (iii) Best Key Rating. Each partys insurance carrier shall maintain during the time period that each party is required to comply with this _____________ dt 1578896
Preview Full Doc	2007	Reseller Agreement Reseller Agreement (27K) Doc #3021522: Click preview link for longer preview. RESELLER AGREEMENT This Reseller Agreement (this ï¿½Agreementï¿½) is made and entered into this 8^th day of June, 2007 (the ï¿½Effective Dateï¿½) by and between Transparensee Systems, Inc., a Delaware corporation having its principal place of business at 225 East, 6^th Street, #5H, New York, New York 10003 (ï¿½Licensorï¿½), and DigitalFX International, Inc., a Florida corporation having its principal place of business at 3035 East Patrick Lane, Suite #9, Las Vegas, Nevada 89120 (ï¿½Resellerï¿½). 1. DEFINITIONS: (a) "Confidential Information" means the confidential and/or . . . 3021522	Qorus.com Qorus.com, Inc. ( Communications Services )

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