Hardware & Software Reseller Agreement. Confidential Information also. Product (as herein defined). Agreement. Confidential Information shall not include information. Agreement; (b) rightfully received by a Party from a third party. Party as evidenced by. Party prior to its first receipt from the. Party, as evidenced by written records; (e) hereinafter disclosed by a Party to a third party. Party. 1. 3.“Documentation”means any materials provided to Reseller (and thereafter. End Users) describing the use and/or functionality of the. Product. Documentation may be provided, in any form, such as. User”means a customer of Reseller that acquires a Product for. End. User License Agreement. An End User shall have no right to. Products. 1. 5.“EULA”means the written end user license agreement provided. A Major Release is indicated. Marks”means all trademarks, trade names, logos and symbols. Reseller shall also provide related Documentation, and. Reseller’s option and upon execution of a Reseller Service. Maintenance Agreement, provide installation and technical. Products. 3. 2. Reseller shall maintain the. Reseller shall achieve the. Exhibit B attached hereto. On each anniversary of the Effective. Date, . Reseller shall submit samples of. SAMPLE RESELLER/TNPP AGREEMENT This Major Account Wireless Agreement. 1.2 Authorized Contact. This Reseller Agreement. Reseller may advertise in publications of general circulation that it is an authorized reseller of the Products.Reseller shall not otherwise use. Reseller may, however. The plan will include. Products, markets, promotion plans for Products, scheduled. No employment, agency or similar arrangement. Reseller has no. right or power to act for or on behalf of. Acceptance may. be by either written acknowledgment or shipment. No orders will be. Agreement and on.
Reseller may not cancel. In the event Reseller. Reseller shall be invoiced for an. USD) or an. equivalent Pound Sterling or Euro amount, plus an additional. Rescheduling Charges. Number of Days(Notice Given Prior to. Original) - Rescheduling Charge (Shipment. Date of the Invoice/Purchase Order Total): Over 4. Less than 1. 5 days - Orders may not be. All requests for rescheduling must be in writing and no. Orders for custom. Reseller’s or an End User’s request or. DELIVERY. TITLE AND RISK LOSS6. Delivery. Title and risk of loss to all Products shall pass. Reseller upon delivery of the Product(s) by. No price change shall. Products accepted by. Provided Reseller has applied for and received credit. Reseller shall pay all shipping costs and costs of. In the event. Reseller has not received credit approval, Reseller shall pay by an. Letter of Credit or on a prepaid basis in U. S. Dollars. Pound Sterling or Euro, as agreed between the parties. All invoices. shall be paid in full and Reseller shall not cite a disputed. Reseller must however, accept. Product within one hundred eighty (1. The. non- breaching Party must provide the other party with written. Party must allow the other. Party thirty (3. 0) days to cure. Unless the breach is corrected. Agreement will terminate at the conclusion of the cure period. Either Party may also terminate this Agreement, effective. Party, in the. following circumstances: (i) a party makes an assignment for the benefit of. Party ceases to conduct business; or(v) a Party is adjudged bankrupt or insolvent under the. Either Party may terminate. Agreement for any or no reason upon sixty (6. Party. In the event of termination in. Section 1. 0. 3, both parties shall remain. For the avoidance of. Termination of. this Agreement by either party shall not prejudice or affect each. Upon the termination of. Agreement all rights and licenses granted hereunder shall. Reseller shall: 1. Immediately pay all. Unless pursuant to a termination due to material. Reseller, termination of this Agreement shall not. Reseller shall promptly notify. These obligations shall survive the termination or. Agreement. 1. 1. 1. Reseller warrants that it. Territory in which it distributes and sells Products hereunder. Agreement with any agency or other governmental entity of any. Territory) and with the. U. S. Foreign Corrupt Practices Act, the Organization for Economic. Cooperation and Development (OECD) Convention on Combating Bribery. Foreign Officials, The Anti- Terrorism, Crime and Security Act. United States and the. Territory. Reseller shall indemnify and defend. Reseller’s sole and exclusive remedy for any breach of. Section 1. 2. 4. 1. Product will, for thirty. Reseller in the case of software. Products, and for fifteen (1. Reseller in. the case of hardware Products, perform in substantial conformance. Documentation. Reseller’s sole and exclusive remedy for. Product, at its. expense, to . Its. depreciated value will be calculated using a straight line method. Product’s useful life of five (5). Products returned hereunder must be shipped, transportation. Reseller’s risk, by the most economical method of. Shipping costs will be credited only on Products that. International shipments of Products. Reseller by . Prior to returning a Product for a warranty. Reseller must first contact. Documentation accompanying. Product must include the RMA, original invoice number. Products and a description. Unless otherwise. Reseller, repaired Products or Products not subject to. Reseller, transportation. ANY USE OF THE PRODUCT BY. RESELLER IS AT RESELLER’S OWN RISK. IF ANY EXCLUSION IS DETERMINED BY A COURT OF. COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ONLY THOSE INVALID. EXCLUSIONS SHALL BE STRICKEN AND ALL OTHERS WILL REMAIN IN FULL. FORCE AND EFFECT. INTELLECTUAL. PROPERTY RIGHTS; INDEMNIFICATION1. Reseller expressly. Marks are and shall remain the exclusive property. Upon termination of. Agreement, Reseller further agrees to immediately cease use of. Reseller shall identify the Products in its. Reseller acknowledges and agrees that Reseller has. Agreement, except those. Proprietary. Information that . Reseller shall not, without the express written consent. Reseller shall take. Proprietary Information, to restrict and control the use, copying. Proprietary Information, in accordance with these provisions. Reseller shall provide. The indemnification. Product by a party other. Reseller hereby disclaims any ownership. Improvement and shall require, in writing, its End. Users to disclaim any interest therein, as well. ADDITIONAL. TERMS APPLICABLE TO SOFTWARE PRODUCTS1. Subject to the terms and. Software Products include any software that may be. Product. 1. 3. 2. Reseller acknowledges. The license does not grant to Reseller any. Any new Software Products. This license is granted as part of. Reseller’s entering into this. Products which include. Reseller with an EULA. Each party shall use the Confidential Information. Confidential Information to employees who have a reasonable. Reseller agrees. to treat Software Products as Confidential Information and not to. Agreement. 1. 4. 2. The receiving party shall. Confidential Information and provide any assistance the. If any. Confidential Information must be disclosed to a third party by. Upon termination of this. Agreement or at the request by the disclosing party, the receiving. Confidential Information in its. Confidential Information has been destroyed. This Section shall. Agreement. 1. 5. LIMITATION. OF LIABILITYTHE CUMULATIVE LIABILITY OF. All disputes arising under. Agreement shall be brought exclusively in the English courts. Reseller hereby submits to the personal jurisdiction of the. The parties agree that the United Nations Convention. Contracts for the International Sale of Goods and the Uniform. Computer Information Transaction Act are expressly excluded from. Agreement. 1. 6. 2. The Products are subject to. United States or European Union government. U. S. Department of. Commerce and its Export Administration Regulations, which prohibit. Products and direct products thereof, to. Products may also be subject. Territory in which Reseller is authorized to. Products. Reseller hereby agrees, as follows: 1. It is the sole. responsibility of the Reseller to comply with any export or import. Reseller will not export. Products or direct products of. Products without first obtaining, at its expense, all necessary. Reseller’s Territory (“Foreign Approvals”). Reseller shall, as. Territory in which it operates. Agreement with the appropriate authorities or notify. Agreement (as applicable) and bear any. Reseller agrees to. Foreign Approval. Product: (i) was developed at private expense, is existing. Product was developed with. If the Product is acquired. GSA Schedule, the Government has agreed to refrain from. Product or. from producing copies of documentation, manuals or media (except. Each copy of a software product provided to. RESTRICTED RIGHTS LEGEND—USE. DUPLICATION OR DISCLOSURE OF THIS SOFTWARE BY THE GOVERNMENT IS. SUBJECT TO THE RESTRICTIONS AS SET FORTH IN PARAGRAPH (C)(1) AND. OF FEDERAL ACQUISITION REGULATION 5. COMMERCIAL. COMPUTER SOFTWARE—RESTRICTED RIGHTS IN ACCORDANCE WITH GOVERNMENT. CONTRACT N0. Any attempted assignment in. Agreement is void. Notwithstanding anything to. Subject. to the foregoing, this Agreement shall be binding upon, and shall. All notices and other. Section. 16. 5. 1. To Reseller: Name: . The parties further. Reseller. Any attempt by Reseller to substitute the terms of this. Agreement with the pre- printed or additional terms on a purchase. The failure of either party to enforce at. Agreement, or the failure of. Agreement, shall not be construed as a waiver of. If any court of competent. Agreement invalid or. Agreement will remain. Any provision of this Agreement held. The. invalid or unenforceable provision shall be changed and interpreted. Neither party shall be in. Agreement for any failure or delay in the. Force Majeure, such as fire, explosion. Act of Nature, strikes, war, riot, government regulation or act or. Nothing in this Agreement. Except for the foregoing. Agreement to any third party without the prior written consent of. Neither party shall release. Agreement without the prior review. Notwithstanding the foregoing. All rights, remedies and. Reseller acknowledges that if it.
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