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SecurView Channel Partner Agreement
SecurView Channel Partner Agreement
SecurView Channel Partner Agreement
This Channel Partner Agreement (the "Agreement") is made as of the date set forth on the signature page (the "Effective
Date") by and between NetCom Systems, Inc., a New Jersey corporation (the "Company") having a principal place of business at 200
Metroplex Drive, Edison, NJ 08817-2600 and ___________________________________, a ____________________ corporation (the
"Channel
Partner")
having
a
principal
place
of
business
at
__________________________________________________________
.
In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
1.
DEFINITIONS.
1.12.
1.2.
1.3.
1.4.
1.5.
1.6.
1.7.
Section
1.8.
1.9.
1.10.
1.11.
1.20.
1.21.
1.22.
1.24.
1.25.
1.26.
APPOINTMENT.
The Company hereby appoints the Channel Partner as a nonexclusive authorized VAR, in the Territory, for the brokering of
Services and Deliverables subject to and governed by the
terms of the VAR Addendum attached hereto as Appendix A.
The Channel Partner may not broker, offer for sale or sell
Services and Deliverables provided by a competitor of the
Company.
3.
3.1.
3.2.
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REPORTS.
5.1.
5.3.
5.4.
Each of the Channel Partner and the Company agrees that any
disclosure and/or return of information by a party under this
Agreement shall be governed by the Non-Disclosure Agreement
dated ________ by and between the parties which is
incorporated herein by reference, and will maintain the
confidentiality of each others Confidential Information as
provided therein. All right, title and interest in and to the
Disclosing Party's Confidential Information and all intellectual
property rights therein shall remain with the Disclosing Party.
8.
9.
CONFIDENTIAL INFORMATION.
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INDEMNITY.
Each party shall indemnify and hold harmless the other party,
its officers, agents and employees from and against any claims,
demands, or causes of action whatsoever, including without
limitation those caused by any negligent act or omission or
unlawful misconduct of such party, its subsidiaries or their
officers, or employees, agents or representatives, resulting in
any loss of or damage to any property or injury or death of any
person as a result of any breach by such party of any
representation, warranty, covenant or any other term of this
Agreement.
FEES .
LIMITATION ON LIABILITY.
9.1.
10.1.
10.2.
10.3.
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NON-COMPETE/NON-SOLICITATION .
into an agreement with the other party within such six (6)
month period or based on a solicitation by the other party
during such six (6) month period, if the other party is (i) the
Company, then the Channel Partner shall be entitled to receive
fees as provided for herein for any Services and/or
11.3.
Deliverables provided to such Prospective Customer pursuant
to such agreement, or (ii) the Channel Partner, then the
Channel Partner shall not be entitled to receive any fees for
any Services and/or Deliverables provided to such Prospective
Customer pursuant to such agreement.
10.4.
11.1.
11.2.
13.
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NON-EXCLUSIVE ENGAGEMENT.
TRADEMARKS; INVENTIONS.
14.
DISPUTE RESOLUTION.
MISCELLANEOUS .
15.1.
15.2.
15.3.
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to this Agreement or any other document. The prevailing 15.10. Headings. The section headings appearing in this Agreement
party in any such litigation or dispute shall be entitled to
are inserted only as a matter of convenience and in no way
recover from the other party its costs and fees, including
define, limit, construe or describe the scope or extent of such
attorneys' fees, associated with such litigation or dispute.
paragraph or in any way affect such paragraph.
15.7.
15.8.
15.9.
Severability. If any provision of this Agreement is held by a 15.11. Counterparts. This Agreement may be executed in
court of law to be illegal, invalid or unenforceable,
counterparts, all of which taken together shall constitute one
(i) that provision shall be deemed amended to achieve as
single agreement between the parties.
nearly as possible the same economic effect as the original
provision, and (ii) the legality, validity and enforceability of
15.12. Construction. This Agreement has been negotiated by the
the remaining provisions of this Agreement shall not be
parties and their respective counsel. This Agreement will be
affected or impaired thereby.
fairly interpreted in accordance with its terms and without any
strict construction in favor of or against any party. Any
Waiver; Amendment; Modification. No term or provision
ambiguity will not be interpreted against the drafting party.
hereof will be considered waived by either party, and no
breach excused by either party, unless such waiver or consent 15.13. Use of Channel Partner Name. The Company will have the
is in writing signed by the party granting such waiver or
right to include the Channel Partner's name on any list of the
consent. The waiver by either party of, or consent by either
Companys channel partners and in any materials prepared or
party to, a breach of any provision of this Agreement by the
distributed for purposes of sales, marketing and/or promotion.
other party, shall not operate or be construed as a waiver of,
consent to, or excuse of any other or subsequent breach by
15.14. Force Majeure. Neither party shall be liable for
such other party. Any written waiver shall not be deemed a
nonperformance or delays, under any circumstances, which
continuing waiver unless specifically stated, shall operate only
occur due to any causes beyond its reasonable control. These
as to the specific term or condition waived and shall not
causes shall include, but shall not be limited to, acts of God,
constitute a waiver of such term or condition for the future or
wars, riots, strikes, fires, storms, floods, earthquakes,
as to any act other than that specifically waived. This
shortages of labor or materials, labor disputes, broker failures,
Agreement may be amended or modified only by mutual
third party service provider failures, transportation embargoes,
agreement of authorized representatives of the parties in
acts of any government or agency thereof and judicial actions.
writing.
In the event of any such delay or failure of performance, the
date of delivery or performance shall be deferred for a period
Entire Agreement.
This Agreement, the
equal to the time lost by reason of the delay.
Appendices and the Exhibits attached hereto, which are
hereby incorporated herein by reference, constitute the entire
agreement between the parties relating to their subject matter
and supersede all prior or contemporaneous oral or written
agreements concerning such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date and the person signing below
represents that he/she is duly authorized to sign for and on behalf of the respective party.
COMPANY:
CHANNEL PARTNER:
___________________________________
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
By: ___________________________________
Name: _________________________________
Title: __________________________________
Date: __________________________________
APPENDIX A
CHANNEL PARTNER AGREEMENT
SECURVIEW SELECT PARTNER
VALUE ADDED RESELLER (VAR) ADDENDUM
Any capitalized terms not defined in this Appendix A shall have the meanings ascribed to them in the Agreement. Channel Partner
agrees to add value to the Services and Deliverables that it brokers to Customers in accordance with the approved Business Plan
incorporated by reference into the Agreement.
1.
Appointment:
Channel Partner has been appointed an authorized broker of the Companys Services and Deliverables.
2.
VAR Levels and Minimum Annual Volume and Minimum Quarterly Volume Commitments :
a.
Provided Channel Partner fulfills all of its obligations as set forth in the Agreement and this Appendix A, and dedicates best efforts
toward the achievement of sales of Services and Deliverables by the Company resulting directly from the Channel Partners
brokering activities hereunder totaling a Minimum Annual Volume of twenty four (24) device commitments and a Minimum
Quarterly Volume of six (6) device commitments shall qualify Channel Partner for Certification as a SecurView Select Partner
(SSP).
b.
Unless otherwise specified below, the twelve (12) month sales period for determining the Minimal Annual Volume and the first quarter
for determining the Minimum Quarterly Volume achieved by the Channel Partner shall begin on the Effective Date of the Agreement.
In the event the sales of Services and/or Deliverables by the Company resulting directly from the Channel Partners brokering
activities for any annual period falls below the Minimum Annual Volume or for any two consecutive quarters falls below the Minimum
Quarterly Volume, the Company reserves the right to modify the Channel Partners Certification at the end of any annual period and
thereafter adjust the Channel Partners Fees accordingly.
Sales Period
3.
From
To
Payments:
For all sales by the Company of Services and/or Deliverables to a Customer pursuant to a Statement of Work or SOW Amendment
resulting from the Channel Partners brokering activities hereunder, the Channel Partner shall receive from the Company the amounts
received by the Company from the Customer for such Services and/or Deliverables (as set forth in the Statement of Work and/or SOW
Amendment pursuant to which such Services and/or Deliverables is being provided) less the Costs as set forth on the Standard Pricing
Schedule attached hereto as Appendix B.
4.
Training:
a.
The Company shall provide and Channel Partner shall ensure attendance at training for the Channel Partners sales and technical
personnel. Such training shall take place at least once per year at either the Companys or the Channel Partners facility for a
minimum of two (2) sales and one (1) technical personnel of the Channel Partner.
b.
The scope of and subject matter covered by the training provided by the Company shall be at the Companys sole discretion. The
Company shall provide additional training if requested by the Channel Partner, at such times and locations as determined by the
Company in its sole discretion. All travel and other costs and expenses incurred by the Channel Partner and its personnel with
respect to any training provided by the Company shall be paid for by the Channel Partner.
5.
In addition to the foregoing terms of the Agreement and this Appendix, the Channel Partner shall:
a.
Develop and Submit, with the assistance of the Company, a Business Plan outlining the specific marketing, promotional, sales and
other related activities to be undertaken by the Channel Partner independently and/or in conjunction with the Company to achieve
or exceed the Minimum Annual Volume and Minimum Quarterly Volume objectives of the Business Plan.
b.
Maintain a sales organization adequate to broker the Services and Deliverables. Channel Partners organization should be adequate to
fully implement the Business Plan and to drive sales through activities such as advertising, marketing, trade show participation, inside
sales, and field (outside) sales in order to enhance awareness about the Services and Deliverables and acceptance within the
Territory to achieve or exceed the Minimum Annual Volume and Minimum Quarterly Volume objectives of the Business Plan.
c.
Employ full time technical personnel who have been trained and are knowledgeable of the Services and Deliverables and who can
provide both pre-sales support to Channel Partners sales organization, and either contact the Company for pre-sales assistance or
post-sales Services and Deliverables for Customers.
d.
Provide monthly reports no later that five (5) business days following the end of the previous calendar month, in the form as shown in
Exhibit 1 annexed hereto.
e.
Secure training for the ongoing education and development of all technical support and sales staff. Channel Partner shall make all
reasonable efforts to facilitate its employees attendance at the Companys sponsored training programs.
f.
Satisfy such other requirements as the Company, in its sole discretion, may deem appropriate from time to time. These requirements
will be provided to the Channel Partner either electronically or pursuant to one of the methods of notice provided.