Dell Technologies Distributor Demo-unit Terms and Conditions

Distributors who are not in payment arrears with Dell Technologies (“Distributors”) shall be entitled to
purchase certain Dell Technologies products (“Demo-units”) for the exclusive purpose of (i) providing
demonstrations to end-user customers, (ii) reselling to its Tier 1 resellers (“Resellers”) for the purpose of
providing demonstrations to end-user customers and iii) loaning the Demo-unit to its Resellers
(“Loanee(s)” for demonstrations to end-user customers, subject to the following terms and conditions:

Table 1
Dell PS Series Dell SC Series Dell Dell
Demo-unit Demo-unit Networking PowerEdgeTM
Demo-unit Demo-unit
Who may All Distributors All Distributors All Distributors All Distributors
purchase a
Demo-unit?
Minimum One (1) Dell PS One (1) Dell SC None None
quantity Series Demo- Series Demo-
requirements unit, if unit, if
Distributor or Distributor or
Loanee wishes Loanee wishes to
to resell Dell resell Dell SC
PS Series Series products
products
Maximum One (1) unit One (1) unit Three (3) units Two (2) units
quantity of per Distributor per Distributor
Demo-unit a site site
Distributor may
purchase

1. Distributors, Resellers or Loanees that wish to loan or resell Dell Technologies Enterprise products
shall maintain properly functioning Demo-units at all times.

2. Each participating Distributor shall be entitled to purchase maximum quantity of Demo-units as

outlined in Table 1 above. The purchase is subject to the terms and conditions of their Distribution
agreement signed under separate cover with Dell Technologies (“the Agreement”) and the provisions of
this document. The Demo-unit models and configurations available for purchase are at Dell
Technologies sole discretion and approval. Demo-units will be available for purchase at a special
discount rate that may change from time to time in Dell Technologies sole discretion. Distributors will be
advised of the discount level when requesting Demo-unit(s).

3. Demo-units are supplied with basic warranty; however each participating Distributor must keep its
Demo- unit in good working order. Maintenance of Demo-units, including, but not limited to, any
additional costs associated with upgrades, service, replacement parts, or repairs, are the sole
responsibility of the Distributor, but Distributor can purchase a service with the unit if required. Note
that some units come with a base service as standard.
4. Except as expressly provided in this Section 4 and Section 6, Demo-units are not for resale, unless for
the purposes of re-sale to a Reseller for the purpose of demonstrating the Demo-Unit to end-user
customers. Subject to the provisions of this clause and clause 6 below, each Demo-unit shall remain in
the ownership of the Distributor to which it was originally sold, unless the Demo-units are re-sold by
the Distributor to a Reseller or may be loaned out by the Distributor to Loanees, provided that in all
cases of re-sale or loan (i) the Demo unit shall be used for the sole purpose of demonstrating the
product’s features and functions to end-user customers and (ii) Distributors, Reseller’s or Loanees may
not use Demo-units in end-user customer’s production environment (iii) may not host or store existing
or prospective end-user customer’s data using a Demo-unit and (iv) notwithstanding (iii), at each issue,
collection and re-issue of a Demo-unit as between Loanees, Distributor shall ensure that a complete and
thorough data-wipe of the Demo-unit using appropriate and certified processes is carried out.

5. When Dell Technologies introduces a new product or technology intended to supplant that of a
Distributor’s existing Demo-unit, the participating Distributor may, but is not required to, purchase a
new Demo-unit to replace its existing Demo-unit.

6. In conjunction with the purchase of a replacement Demo-unit as set forth in Section 5 a Distributor
may request permission from Dell Technologies to sell its preexisting Demo-unit to an approved end-
user. Dell Technologies will reasonably approve such requests based on the condition of the Demo-unit
and any service agreement sold with it, and subject to any necessary re-qualification of the Demo-unit,
such as ensuring appropriate data-wipe, data-cleanse of the Demo-unit as may be required. Additionally
the Distributor must have owned the Demo-unit for at least two (2) years and subject to the express
condition that Distributor accepts all liability associated with any such sale or offer for sale of such
Demo-units. Distributor understands and acknowledges that no support will be transferred with the
Demo-unit to the end-user (unless otherwise agreed in writing by Dell Technologies), and that it is the
Distributor’s obligation to make any and all necessary disclosures to the end-user customer. Distributor
agrees and acknowledges that any re-sale of the Demo-unit in breach of this clause will result in Dell
Technologies immediately invoicing Distributor for the full list price of the Demo-unit which Distributor
shall pay on first demand.

7. Distributor will indemnify and defend Dell Technologies against any claims, actions, or demands
relating to Distributor’s or Loanee’s business activities, including but not limited to breach of any of the
terms of this Agreement and the Distributor’s or third-party’s loan, use or Distributor’s sale of the
Demo-units.

8. Distributor agrees that usage of Demo-unit will be exclusively for the purposes of providing
demonstrations of the product’s capabilities and/or for internal training purposes. Thus the Demo-unit is
to be shown to potential end customers to assist in development and customer feedback and to enable
customers to better understand how it works and assess whether it is suitable for its needs.

9. Distributor agrees, to actively demonstrate the demo-unit to Distributor’s and/or Loanee’s customers and
potential customers for at least twelve (12) months from the date of receipt of the demo-unit. Distributor will
provide Dell Technologies with written evidence of its and the Reseller or Loanee’s demonstration activity on
a monthly basis, and the parties agree to meet (in person or by telephone conference) at least once in every
sixty (60) day period to review demonstration activity and to track progress with each customer to whom the
demo-unit has been demonstrated. Distributor may use Dell Technologies Lead Management Tool to provide
updates and track demo usage.

10. Unless resold through the approved process (see clause 4 and clause 6), the Distributor agrees and
shall procure that its Reseller or Loanee agrees, not to use the Demo-unit in a production environment
or for the purposes of hosting a service.

11. Distributor confirms that, by agreement of these Demo-unit Terms and Conditions, it has obtained all
necessary authorizations and is in full compliance with all relevant anti –bribery and similar procedures and
policies to which it is subject.

12. Distributor agrees to execute arrangements with its Resellers and/or Loanees which include the principles
covered by clauses 4 , 6, 7, 8, 9, 10 and 11 of these Demo-Unit terms.

These Demo Unit Terms and Conditions are a supplement to and are subject to the terms and conditions
of the Agreement, and should be read in conjunction with the Agreement. In the event of a conflict or
inconsistency, the order of precedence shall be as follows: (i) these Demo-Unit Terms and Conditions;
(ii) the Agreement. Dell Technologies may immediately terminate Distributor’s right to loan, purchase,
use, or resell Demo units for violation of the Demo Unit Terms and Conditions or of any terms and
conditions governing its relationship with Dell Technologies, or provision of Dell Technologies products
or services; or for any other reason that Dell Technologies deems appropriate.

This Effective Date of this Agreement is the date of signature below.

Please accept my signature below as my agreement to purchase the Demo-unit subject to the Demo-Unit
Terms and Conditions.

Signed

…………………………………………………….

Signatory Name:

Distributor Name:

Date: