The following agreement has been entered between Milestone Systems A/S [Company Registration Number (CVR! "#$% &&$#] 'anemar(s)e* +# ,-."/#+ 'r0ndby ,enmar( (in the following referred to as 1Milestone2! and the sales/distribution Channel Partner (in the following referred to as 1the Channel Partner2! Company Name3 44444444444444444444444444444444444444 Registration Country/State and Number3 44444444444444444444444444444444444444 Street Address3 44444444444444444444444444444444444444 Street Address (if re5uired!3 44444444444444444444444444444444444444 City and Postal Code3 44444444444444444444444444444444444444 State or Country3 44444444444444444444444444444444444444 The parties ha)e agreed to the terms set forth by this agreement (in the following referred to as 6the Channel Partner Agreement6! whi7h 7an7el and substitute any pre7eding Channel Partner Agreements The appendi7es8 in7luding in parti7ular Appendi9 &8 :eneral Terms and Conditions for Channel Partners8 form an integral part of this Channel Partner Agreement AA1 - Products This Channel Partner Agreement 7o)ers sales rights for standard usage li7enses to the Milestone produ7ts listed in this se7tion Produ7ts may 7ease to e9ist8 new produ7ts may be introdu7ed and the fun7tionality of the produ7ts may be 7hanged by Milestone without further noti7e Category A3 Milestone produ7ts 7o)ered by this Channel Partner Agreement (un7onditional! ;Prote7t 'asis< software produ7ts and possible asso7iated add.on li7enses ;Prote7t Professional software produ7ts and possible asso7iated add.on li7enses ;Prote7t Transa7t software produ7ts and possible asso7iated add.on li7enses Category '3 Milestone produ7ts 7o)ered by this Channel Partner Agreement (7onditional! ;Prote7t =nterprise software produ7ts and possible asso7iated add.on li7enses ;Prote7t Corporate software produ7ts and possible asso7iated add.on li7enses ;Prote7t Matri9 software produ7ts and possible asso7iated add.on li7enses ;Prote7t Central software produ7ts and possible asso7iated add.on li7enses ;Prote7t Retail software produ7ts and possible asso7iated add.on li7enses ;Prote7t Analyti7s software produ7ts and possible asso7iated add.on li7enses Sales rights for produ7ts in Category ' re5uire that the Channel Partner is at a 7ertain Channel Partner >e)el and may furthermore re5uire an additional authori?ation of the Channel Partner or of the Channel Partner@ sales 7hannels8 see AAA% for more information AA2 - Prices and Shipment The Channel Partner is re5uested to8 but not re5uired to ensure that the Milestone produ7ts are sold to end 7ustomers at the re7ommended retail pri7es (unit pri7es! as stated on the present Milestone re7ommended retail pri7e lists that are updated ea7h 5uarter Milestone Channel Partner Agreement Page 1 of 9 The Open Platform IP Video Software Company Pri7es e97lude shipment and possible national TA; and/or VAT Pri7es8 dis7ounts and pri7ing stru7ture 7an be 7hanged by Milestone with $# days noti7e AA3 - Sales Territory Milestone grants the Channel Partner and the Channel Partner hereby a77epts non.e97lusi)e sales rights in the sales territory for the 7o)ered produ7ts in a77ordan7e with the terms of this 7hannel Partner agreement and for the Channel Partner@s own a77ount8 always pro)ided that the pro)isions of this AAA$ shall not limit the Channel Partner@s rights under appli7able 7ompetition law The Channel Partner may not a7ti)ely mar(et the 7o)ered produ7ts outside the sales territory unless agreed upon in writing between the parties The sales territory is defined as3 444444444444444444444444444444444444444444444444 AA4 - Channel Partner Levels, e!uirements and "ene#its The Channel PartnerBs pur7hase 7onditions8 in7luding the pur7hase pri7es8 and other benefits at Milestone or through Channel8 depend on the Channel PartnerBs 7urrent Channel Partner >e)el The Channel Partner >e)el is determined at the beginning of e)ery 7alendar 5uarter and depends on the Channel Partners fulfillment of all the Channel Partner Re5uirements for the spe7ifi7 Channel Partner >e)el as spe7ified in the table below New Channel Partners enter at the 6'ron?e6 Channel Partner >e)el Channel Partner Level Note Bronze Silver Gold Platinum C h a n n e l
P a r t n e r
B e n e f i t s
&
R e q u i r e m e n t s NN1 Quarterly Purchase Any Abo)e C+8### Abo)e C&"8### Abo)e C"+8### NN !ilestone "roducts listed on #e$ site 'asi7 listing re5uired Re5uired Re5uired with front page listing Re5uired with front page listing NN% !onthly Sales &orecasts Not re5uired Not re5uired Re5uired Re5uired NN' Non (isclosure Not Re5uired Re5uired Re5uired Re5uired NN) License details su$mission Re5uired Re5uired Re5uired Re5uired NN* Sales Ri+hts Category A Category ' if Certified Categories A Category ' if Certified Categories A and ' Categories A and ' NN, Listin+ on !ilestone-s site No Des Des8 with priority Des8 with priority NN. /mail Su""ort Des Des Des Des8 with priority NN0 1ele"hone Su""ort No Des Des Des with Priority NN12 3no#led+e$ase 4ccess No Des Des Des NN11 Partici"ation in !5PS Re7ommended Re7ommended Re5uired Re5uired NN1 Recommended Channel Partner (iscount &#E &FE "+E $+E NN1% Channel Partner 5ncentive No No Negotiated Negotiated NN1' 1rainin+ & Certification Re7ommended Professional Re5uired Professional G Ad)an7ed Re5uired Professional G Ad)an7ed Re5uired Please see Appendi9 "8 Channel Partner >e)els8 Re5uirements and 'enefits8 for further des7ription of the re5uirements and benefits listed in the abo)e table The notes NN& H NN&$ are listed in Appendi9 " Milestone Channel Partner Agreement Page 2 of 9 The Open Platform IP Video Software Company AA$ - Channel Partner %&" and &-mail Services The Channel Partner has a77ess to 7ertain Channel Partner ser)i7es at the Milestone I='8 wwwmilestonesys7om and lo7al Milestone 7ountry sites These ser)i7es in7lude3 & Jnline retrie)al of de)i7e li7ense (eys " A77ess to Milestone@s -nowledge 'ase $ A77ess to 'eta Software and Produ7t Pre)iews % A77ess to Milestone@s =.mail support ser)i7e Some of the ser)i7es may re5uire the Channel Partner to log in using a name and a password supplied by Milestone The Channel Partner is aware that login name and password are pri)ate and must be (ept 7onfidential The Channel Partner a77epts that some of these ser)i7es may not be a)ailable at all times AA' - (urther Channel Partner )*li+ations Kn addition to other Channel Partner obligations des7ribed in this Channel Partner Agreement8 the Channel Partner is obliged to3 & A7ti)ely mar(et the Milestone produ7ts 7o)ered by this Channel Partner Agreement a77ording to the terms of this Channel Partner Agreement " ,eli)er the produ7ts to the end 7ustomer in their original form and with all related material as deli)ered from Milestone (eg C,.RJM and printed material3 Manuals8 =nd Lser >i7ense Agreement8 Produ7t >i7ense sheets and Registration form! $ Supply the end 7ustomer with support for the Milestone produ7ts sold and to ha)e 5ualified support te7hni7ians a)ailable for this At 7ertain Channel Partner >e)els Milestone may re5uire that the Channel Partners te7hni7ians are 7ertified by Milestone The Channel Partner warrants to ha)e read Milestone@s Poli7ies8 atta7hed to this Channel Partner Agreement as Appendi9 $8 and to abide by the poli7ies therein Murthermore8 the Channel Partner is obliged to adhere to the mar(eting and sales poli7ies set out by Milestone The Channel Partner is obliged not to de)elop8 not to gi)e aid in de)eloping or to manufa7ture a produ7t or ser)i7e 7ompeting with the Milestone produ7t line for the term of this Channel Partner Agreement AA, - Si+natures )n *ehal# o# .ilestone 4444444444444444444444444444444444444444444444 ,ate Printed name 4444444444444444444444444444444444444444444444 Signature Title 44444444444444444444444444444444444444444 )n *ehal# o# the Channel Partner 4444444444444444444444444444444444444444444444 ,ate Printed name 4444444444444444444444444444444444444444444444 Signature Title444444444444444444444444444444444444444444 >ist of Appendi7es3 Appendi9 &3 :eneral Terms and Conditions for Channel Partners Appendi9 "3 Channel Partner >e)els8 Re5uirements and 'enefits Appendi9 $3 Milestone Poli7ies Milestone Channel Partner Agreement Page 3 of 9 The Open Platform IP Video Software Company Appendi9 &3 :eneral Terms and Conditions for Channel Partners The relationship between Milestone and the Channel Partner (as defined in the Channel Partner Agreement! is8 in addition to the spe7ifi7 pro)isions 7ontained in the Channel Partner Agreement8 sub*e7t to the following general terms and 7onditions3 ""1 - .ilestone &nd /ser License Policy The Channel Partner is obliged to ha)ing read and understood the =nd Lser >i7ense Agreements (=L>A! of the Milestone produ7ts he sells and to a7t a77ording to their terms The Channel Partner a77epts that Milestone may amend the =L>A at any time The Channel Partner is en7ouraged to inform the 7ustomer of the e9isten7e and the terms of the =L>A before ea7h sale ""3 - Trademar0s The Channel Partner shall mar(et the 7o)ered produ7ts using the trademar(s8 name8 logo8 et78 determined by Milestone The Channel Partner may not in the sales territory or elsewhere apply for registration of or register trademar(s et7 proprietary to Milestone or trademar(s et7 whi7h may be 7onfused with trademar(s et7 proprietary to Milestone The Channel Partner may neither dire7tly nor indire7tly use MilestoneBs name8 trademar(s or other e97lusi)e rights as a part of its own name ""4 - 1ntellectual Property i+hts Milestone holds the full 7opyright and any and all other rights to the 7o)ered produ7ts and related do7umentation materials8 et78 e97ept for third party 7omponents of the 7o)ered produ7ts to whi7h MilestoneBs suppliers hold all rights Any disregard of MilestoneBs and/or any third partyBs right8 in7luding 7areless use of the 7o)ered produ7ts whi7h might render 7opying of the 7o)ered produ7ts possible for third parties or dis7lose 7onfidential information to third parties shall be deemed brea7h of the Channel Partner Agreement The Channel Partner shall ha)e no right to alter or delete any referen7es 7on7erning rights8 trademar(s8 et78 stated in the 7o)ered produ7ts or on the media upon whi7h the 7o)ered produ7ts are deli)ered ""$ - 1n#rin+ement o# Third Party i+hts Milestone warrants and represents towards the Channel Partner that the 7o)ered produ7ts do not infringe any intelle7tual property rights held by third parties Kn the e)ent that any third party8 with referen7e hereto8 ob*e7ts to the Channel PartnerBs use of the 7o)ered produ7ts8 the Channel Partner shall forthwith notify Milestone hereof Lpon su7h notifi7ation8 Milestone shall ta(e o)er the matter and any 7osts related thereto Milestone shall in any e)ent ha)e an irre)o7able right to ta(e o)er the matter at its own e9pense and thus institute pro7eedings or enter into settlements 7on7erning the alleged infringements ""' - Lia*ility and limitation o# lia*ility MilestoneBs sole responsibility under the Channel Partner Agreement shall be to deli)er the 7o)ered produ7ts8 whi7h shall8 in all material respe7ts8 fun7tion in a77ordan7e with the rele)ant produ7t des7ription and do7umentation Milestone does not warrant that any produ7t of Milestone meets a Channel Partner or end user desired fun7tionality or need Milestone assumes produ7t liability under the ,anish Produ7t >iability A7t to the e9tent that the pro)isions of the A7t may not be 7ontra7tually wai)ed but dis7laims produ7t liability on any other basis Milestone shall not be liable for any indire7t or 7onse5uential damage (in7luding8 but not limited to8 loss of anti7ipated profit8 goodwill8 data or damage to the Channel PartnerBs or any end userBs re7ords or data8 or loss as a 7onse5uen7e of any other (ind of business interruption! arising out of the use of the 7o)ered Milestone Channel Partner Agreement Page 4 of 9 The Open Platform IP Video Software Company produ7ts or any inade5uate or faulty performan7e e)en if Milestone was ad)ised of the possibility of su7h losses A77ordingly8 no 7laims for damages 7an be raised by reason of indire7t or 7onse5uential damage Kn no e)ent shall the total liability of Milestone for loss or damage under the Channel Partner Agreement e97eed the lower of the following two amounts3 (i! the total amount in)oi7ed by Milestone to and paid by the Channel Partner under the Channel Partner Agreement in the three months pre7eding the e)ent gi)ing rise to the 7laim8 or (ii! C &##8### "", - (orce .a2eure Neither party shall be liable for any damage infli7ted on the other party as a dire7t or indire7t 7onse5uen7e of the non.performing party being delayed or pre)ented in the performan7e of its obligations under the Channel Partner Agreement as a result of a for7e ma*eure situation Mor7e ma*eure shall in7lude war and mobili?ation8 natural disasters8 stri(es8 lo7(.out8 fire8 damage to produ7tion plant8 import and e9port regulations and other 7ir7umstan7es beyond the 7ontrol of the party 7on7erned ""3 - Con#identiality =a7h party has a duty of 7onfidentiality in 7onne7tion with all information pertaining to matters of the other party that may 7ome into its possession The parties are obliged to bind their employees8 agents8 su77essors and assignees in a77ordan7e with the abo)e Any misuse of 7onfidential information shall be 7onsidered brea7h of the Channel Partner Agreement with the effe7t that the aggrie)ed party may res7ind the Channel Partner Agreement for immediate e9piry and 7laim 7ompensation and damages a77ording to the appli7able rules in for7e at any time under ,anish >aw ""4 - Term and Termination The terms under the Channel Partner Agreement 7an7el and substitute all pre7eding Channel Partner Agreements and will 7ommen7e from #&/#&/"##N and will remain in effe7t till $&/&"/"##N Negotiations for the su77essi)e year will typi7ally 7ommen7e two months before the end of term The Channel Partner Agreement is sub*e7t to termination with $# days written noti7e from Milestone and $# days from Channel Partner The Channel Partner Agreement 7an be terminated by either party with immediate effe7t in 7ase of a material brea7h of any of the terms in the Channel Partner Agreement8 pro)ided that the brea7h has not been remedied within &% days of a written re5uest to remedy the same Lpon termination of the Channel Partner Agreement8 howsoe)er 7aused8 the Channel Partner shall ha)e no 7laim for damages or 7ompensation for loss of goodwill or the li(e thereof against Milestone Any pro)ision 7ontained in the Channel Partner Agreement8 in7luding without limitation AA ''/8 ''O8 ''N8 and ''&& of these :eneral Terms and Conditions for Channel Partners8 whi7h8 by its nature8 e9tends beyond the day the Channel Partner Agreement 7eases shall remain in for7e and be binding also after the Channel Partner Agreement has ended ""15 - Assi+nment The Channel Partner shall ha)e no right to transfer or in any other way assign its rights or obligations under the Channel Partner Agreement8 without the prior written 7onsent of Milestone Milestone may transfer all rights and obligations under the Channel Partner Agreement to an affiliated entity or in 7onne7tion with the sale of a ma*or part or all of the assets of Milestone ""11 - 6overnin+ La7 and 8enue The Channel Partner Agreement shall be go)erned by ,anish >aw8 and any dispute between the parties will be resol)ed by the Maritime and Commer7ial Court8 Copenhagen8 as the sole and proper forum All pro7eedings must be held in =nglish Milestone Channel Partner Agreement Page 5 of 9 The Open Platform IP Video Software Company Appendi9 "3 Channel Partner >e)els8 Re5uirements and 'enefits Iith respe7t to the Channel Partner >e)els8 re5uirements and benefits listed in the table in7luded in the Milestone Channel Partner Agreement8 AAA%8 the following des7riptions and pro)isions shall apply3 The headings refer to the notes in the table of paragraph AAA% 991: ;uarterly Purchase A (ey element of the Channel Partner Re5uirements is the )alue of the Channel PartnerBs Puarterly Pur7hase The Puarterly Pur7hase is 7al7ulated in the pre)ious 7alendar 5uarter as the total gross amount of Milestone produ7ts pur7hased at the Re7ommended Retail Pri7e on the Milestone Jffi7ial Pri7elist 992: .ilestone products listed on 7e* site Kn order to 5ualify the Channel Partner must list the rele)ant Milestone produ7ts at their web site and in7lude a lin( to the Milestone web site from their web site 6'asi7 listing re5uired63 The Milestone produ7ts must be listed at least by name 6Re5uired63 The Milestone produ7ts must be listed by name and produ7t des7ription preferable with a77ompanying illustrations 6Re5uired with front page listing63 The Milestone produ7ts must be listed by name and produ7t des7ription preferable with a77ompanying illustrations A referen7e to Milestone and/or its produ7t must be in7luded at the Channel Partners wel7ome page =97eptions may be granted 993: .onthly Sales (orecasts The Channel Partner is re5uired to pro)ide sales fore7asts to Milestone in the following ways3 A The first wee( of ea7h month3 Sales fore7ast for the 7urrent month ' The first wee( of ea7h 7alendar 5uarter3 Sales fore7ast for the 7urrent 7alendar 5uarter C The first wee( of Qanuary ea7h year a business plan for the whole year from Qanuary to ,e7ember 994: 9on <isclosure At 7ertain Channel Partner >e)els8 the Channel Partner will ha)e a77ess to 7onfidential te7hni7al information and mar(eting/strategy information Kt is therefore re5uired that the Channel Partner enters a non.dis7losure agreement with Milestone Regardless of Channel Partner >e)el8 both parties are bound by the 7onfidentiality 7lause in A''O 99$: License <etails Su*mission The Channel Partner is for all pur7hases re5uired to submit details about the end 7ustomer =nd 7ustomer details to be submitted3 end 7ustomer name and full address and 7ompany email 99': Sales i+hts The Channel Partner >e)el and Certifi7ation determines whi7h Milestone produ7ts the Channel Partner has sales rights for3 6Category A63 Sales rights 7o)er the produ7ts listed under 1Category A2 in AA& No 7ertifi7ation re5uired 6Categories A G '63 Sales rights 7o)er the produ7ts listed under 1Category A G '2 in AA& if the Channel Partner has re7ei)ed a separate 7ertifi7ation for these produ7ts As set forth in paragraph AAA/ the Channel Partner must ha)e 5ualified support te7hni7ians a)ailable to support the end 7ustomer Sales rights granted for Category ' re5uire the Channel Partner to 7ertify in produ7ts where offi7ial 7ertifi7ation is made a)ailable by Milestone At least one te7hni7ian from the Channel Partner must 7ertify in ea7h a)ailable produ7t 7ertifi7ation and in 7ase the 7ertified indi)idual Milestone Channel Partner Agreement Page 6 of 9 The Open Platform IP Video Software Company should lea)e the Channel Partner a new Channel Partner te7hni7ian must 7ertify within $# days from starting in the position Kn 7ase new 7ertifi7ations should o77ur during the )alidity of this agreement8 the Channel Partner must 7ertify to obtain the sales rights on the related produ7ts Milestone has the obligation to update the Channel Partner on produ7t releases where the Channel Partner already has been 7ertified Milestone 7ertifi7ations are )alid for ma9imum " years 99,: Listin+ on .ilestone=s site At 7ertain Channel Partner >e)els the Channel Partner will be listed as an authori?ed Milestone Channel Partner at MilestoneBs web site3 6No63 The Channel Partner will not be listed unless a spe7ial agreement has been made for this 6Des63 The Channel Partner will be listed 6Des8 with priority63 The Channel Partner will be listed with an indi7ation of the Channel Partner >e)el 993: &mail Support The Channel Partner will ha)e a77ess to MilestoneBs support te7hni7ians through email3 6Des63 The Channel Partner will ha)e a77ess to this ser)i7e with normal priority 6Des8 with priority63 The Channel Partner will ha)e a77ess to this ser)i7e with high priority 994: Telephone Support At 7ertain Channel Partner >e)els the Channel Partner will ha)e a77ess to MilestoneBs support te7hni7ians through Milestones telephone hotline3 6No63 The Channel Partner will not ha)e a77ess to this ser)i7e 6Des63 The Channel Partner will ha)e a77ess to this ser)i7e 9915: >no7led+e*ase access At 7ertain Channel Partner >e)els the Channel Partner will ha)e a77ess to MilestoneBs web based -nowledgebase3 6No63 The Channel Partner will not ha)e a77ess to this ser)i7e 6Des63 The Channel Partner will ha)e a77ess to this ser)i7e 9911: Participation in .1PS At 7ertain Channel Partner >e)els the Channel Partner is re5uired to parti7ipate in one of MilestoneBs annual MKPS (Milestone Kntegration Platform Symposium! e)ents3 1Re7ommended2 The Channel partner is re7ommended to parti7ipate in MKPS 1Re5uired2 The Channel Partner is re5uired to parti7ipate in one MKPS per year 9912: Channel Partner <iscount - Purchase Prices The Channel Partner buys Milestone produ7ts from ,istributors at the re7ommended retail pri7es with a re7ommended dis7ount depending on the 7urrent Channel Partner >e)el as listed in the table Milestone Channel Partner Agreement Page 7 of 9 The Open Platform IP Video Software Company 9913: Channel Partner 1ncentive At 7ertain Channel Partner >e)els an in7enti)e 7an be negotiated and paid upon rea7hing 5uarterly targets defined on a 5uantitati)e or 5ualitati)e basis by the Milestone Sales representati)e The in7enti)e is to be paid 5uarterly within $# days after 5uarter3 1No2 No in7enti)e 7an be negotiated 1Negotiated2 An in7enti)e based on rea7hing goals or performing 7ertain tas(s 7an be negotiated 9914: Trainin+ and Certi#ication Kn order to 5ualify for selling 7ertain produ7t 7ategories and obtaining 7ertain Channel Partner le)els Training and Certifi7ation is re5uired as follows3 'ron?e3 Re7ommended but not re5uired Sil)er3 Professional Training and Certifi7ation re5uired for one Kndi)idual per lo7ation :old G Platinum3 Professional and Ad)an7ed Training and Certifi7ation re5uired for minimum one person per lo7ation Milestone Training and Certifi7ation@s are )alid for two years from date of training Milestone Channel Partner Agreement Page 8 of 9 The Open Platform IP Video Software Company Appendi9 $3 Milestone Poli7ies PP1 - <evice Licenses and eplacement <evices Milestone@s software may be prote7ted from being 7opied and used illegally through the use of so 7alled 1de)i7e li7ense (eys2 A de)i7e li7ense (ey is )alid for one spe7ifi7 networ( 7amera/)ideo ser)er (67amera de)i7e6! The 7amera de)i7e is identified by its serial number =a7h indi)idual 7amera de)i7e being used in 7onne7tion with the software re5uires a separate de)i7e li7ense (ey Kn 7ase a 7amera de)i7e be7omes permanently defe7ti)e8 a new de)i7e li7ense 7ode 7an be retrie)ed from Milestone free of 7harge for the repla7ement de)i7e (upon presentation to Milestone of proper do7umentation! PP2 - /p+rade Policy The 7ustomer is entitled to free upgrades for new software releases ha)ing the same software )ersion number as the one originally pur7hased and to install bug.fi9es for the same (in some 7ases the 7ustomer may be re5uired to pay a minor administration fee howe)er! An e9ample8 if the 7ustomer pur7hased a li7ense for ;Prote7t =nterprise /#a8 then he is entitled to upgrade ;Prote7t =nterprise /#b and all other ;Prote7t =nterprise releases 7arrying the /99 )ersion number ,e)i7e li7ense (eys will be )alid for all software releases ha)ing same software )ersion number Milestone may also de7ide to offer spe7ial dis7ount rates for upgrades to new software )ersions Kn addition Milestone offers8 at an annual additional 7ost8 a Produ7t Maintenan7e Agreement (PMA! for 7ertain produ7ts The PMA entitles the 7ustomer to free upgrades to all new )ersions released for the produ7t in 5uestion PP3 - Availa*ility o# *u+-#i?es 'ug.fi9es for Milestone software produ7ts will8 when re5uired8 be7ome a)ailable on the Milestone I=' to Channel Partners and end 7ustomers Milestone de7ides when a bug.fi9 is re5uired PP4 - &-mail Support The Channel Partner 7an obtain te7hni7al support through e.mail to the Milestone support staff at e.mail address supportRmilestonesys7om Milestone end 7ustomers are entitled to this support for the first N# days following their pur7hase of the software li7enseS the Channel Partner must pro)ide this support to their own end 7ustomers Milestone Channel Partner Agreement Page 9 of 9