Channel Support Handbook - Alabama

CHANNEL SUPPORT HANDBOOK — ALABAMA

Effective Date: [__/__/____]

Provider: [________________________________] ("Provider")

This Channel Support Handbook ("Handbook") is incorporated into and forms part of the Channel Partner Agreement dated [__/__/____] (the "Agreement") between Provider and each authorized Channel Partner operating in or serving customers in the State of Alabama ("Partner"). Capitalized terms not defined herein have the meanings set forth in the Agreement.

TABLE OF CONTENTS

• Section 1: Definitions
• Section 2: Channel Partner Program Overview
• Section 3: Partner Onboarding and Certification
• Section 4: Deal Registration and Opportunity Management
• Section 5: Pricing and Discount Structure
• Section 6: Marketing Development Funds (MDF)
• Section 7: Sales Support and Technical Assistance
• Section 8: Order Processing and Fulfillment
• Section 9: Customer Support Responsibilities
• Section 10: Data Protection and Privacy — Alabama Requirements
• Section 11: Intellectual Property and Brand Usage
• Section 12: Performance Metrics and Reviews
• Section 13: Compliance and Ethics — Alabama Regulatory Framework
• Section 14: Territory and Customer Restrictions
• Section 15: Term, Termination, and Wind-Down
• Section 16: Alabama-Specific Legal Provisions
• Section 17: Execution Block
• Exhibits

SECTION 1: DEFINITIONS

1.1 "Channel Partner" or "Partner" means any entity authorized under the Agreement to resell, distribute, refer, or otherwise market Provider's products or services within or into the State of Alabama.

1.2 "Reseller" means a Partner authorized to purchase Provider's products at wholesale pricing and resell them to end customers.

1.3 "Distributor" means a Partner authorized to purchase and redistribute Provider's products to sub-resellers or end customers.

1.4 "Value-Added Reseller" or "VAR" means a Partner that bundles Provider's products with its own products or services.

1.5 "Referral Partner" means a Partner that refers opportunities to Provider in exchange for referral fees.

1.6 "Deal Registration" means the formal process for submitting prospective opportunities for approval and protection.

1.7 "Marketing Development Funds" or "MDF" means funds allocated to qualified Partners for approved co-marketing activities.

1.8 "SPIFF" means short-term incentive payments to Partner sales representatives for specified achievements.

1.9 "MSRP" means Manufacturer's Suggested Retail Price per Provider's current price list.

1.10 "MAP" (Minimum Advertised Price) means the minimum advertised price for Provider's products.

1.11 "End Customer" means the ultimate purchaser or licensee of Provider's products from Partner.

1.12 "Sensitive Personally Identifying Information" has the meaning ascribed in Ala. Code § 8-38-2(7), including an Alabama resident's first name or initial and last name in combination with specified data elements (Social Security number, driver's license or state ID number, financial account number with access code, medical history/treatment information, health insurance information, username/email with password or security question, or taxpayer identification number).

1.13 "Third-Party Agent" has the meaning ascribed in Ala. Code § 8-38-2(10), meaning an entity contracted to maintain, store, process, or otherwise access sensitive personally identifying information in connection with providing services.

SECTION 2: CHANNEL PARTNER PROGRAM OVERVIEW

2.1 Program Tiers

2.2 Tier Qualification

☐ Annual revenue requirements met

☐ Required certified personnel maintained

☐ Mandatory training completed within timeframes

☐ Customer satisfaction at or above [____]%

☐ Quarterly business plans and pipeline reports submitted

☐ Full compliance with Program policies, Agreement, and Handbook

2.3 Benefits by Tier

Platinum: Maximum discounts, dedicated Partner Account Manager, priority deal registration with extended protection, co-marketing at [____]% of net purchases, Advisory Council invitation, early product access, priority pre-sales engineering support.

Gold: Enhanced discounts, shared Partner Account Manager, standard deal registration, co-marketing at [____]% of net purchases, premium portal resources, pre-sales engineering access.

Silver: Standard discounts, Partner Desk access, standard deal registration, co-marketing at [____]% of net purchases, standard portal resources.

Registered: Entry-level discounts, basic portal resources, referral fee program, self-service enablement.

2.4 Tier Review

Evaluated [annually / semi-annually]. [____] days' written notice before demotion with [____]-day cure period.

SECTION 3: PARTNER ONBOARDING AND CERTIFICATION

3.1 Onboarding

Within [____] days of Agreement execution:

☐ Execute all required agreements and addenda

☐ Complete Partner profile and business plan in the portal

☐ Designate primary business and technical contacts

☐ Complete "Partner Foundations" training and pass certification exam ([____]% minimum)

☐ Submit proof of professional liability / E&O insurance ($[________________________________] minimum)

☐ Submit proof of commercial general liability insurance ($[________________________________] minimum)

☐ Complete background verification (where permitted under Alabama law)

☐ Acknowledge this Handbook, MAP Policy, and Code of Conduct

3.2 Certification Levels

3.3 Re-Certification

Complete before expiration. Reminders issued [____] days in advance.

3.4 Training

Portal: on-demand e-learning, instructor-led workshops, lab environments, documentation, competitive guides, new release training within [____] days of each release.

SECTION 4: DEAL REGISTRATION AND OPPORTUNITY MANAGEMENT

4.1 Registration

Submit via Partner portal:

☐ End Customer name, address, primary contact

☐ Opportunity description and estimated value

☐ Expected close date and products

☐ Partner's value-add approach

☐ Competitive landscape information

4.2 Review

Provider responds within [____] business days: Approved, Conditionally Approved, or Declined with reason.

4.3 Protection

Approved registrations protected for [____] days. No conflicting registrations; registered deal discount applies. Expires if not closed within period.

4.4 Extensions

One-time [____]-day extension with evidence of continued engagement. Response within [____] business days.

4.5 Conflict Resolution

1. Review timestamps, engagement history, and customer preference.
2. Designate lead Partner if needed.
3. Channel Sales Director final determination within [____] business days.
4. Binding per Agreement dispute resolution.

SECTION 5: PRICING AND DISCOUNT STRUCTURE

5.1 Discount Tiers

5.2 Price List

MSRP published on Partner portal. Updates effective [____] days after publication.

5.3 MAP Policy

No advertising below MAP. Violations: first—written warning; second—co-marketing suspension [____] days; third—tier reduction or termination. MAP is unilateral; Partner sets actual resale prices independently.

5.4 Special Pricing Requests

Submit via portal with customer details, competitive intelligence, proposed pricing, and justification. Response within [____] business days.

5.5 Alabama Sales Tax

Partner must collect and remit Alabama state and local sales tax per Ala. Code §§ 40-23-1 et seq.:

• Physical nexus: Offices, employees, inventory, or other tangible presence in Alabama.
• Economic nexus: Remote sellers with Alabama sales exceeding $250,000 in the previous calendar year must collect state sales tax per Ala. Admin. Code 810-6-2-.90.01.
• Simplified Sellers Use Tax (SSUT): Qualified remote sellers may elect to participate in Alabama's SSUT program, remitting a flat 8% rate on all Alabama sales in lieu of collecting varying local rates.
• Software taxation: Alabama taxes canned (prewritten) software delivered in tangible form. Custom software may be exempt. SaaS taxability depends on whether the transaction qualifies as a sale of tangible personal property or a nontaxable service.
• Local jurisdictions: Alabama has over 400 self-administered local tax jurisdictions, each with its own rates and filing requirements. Partner must register with and file returns for each local jurisdiction.
• Provider will furnish Alabama Sales Tax Certificate of Exemption for inventory intended for resale.

SECTION 6: MARKETING DEVELOPMENT FUNDS (MDF)

6.1 Allocation

6.2 Eligible Activities

☐ Joint webinars, seminars, workshops

☐ Trade show / conference participation

☐ Digital marketing campaigns

☐ Content creation (case studies, white papers, videos)

☐ Direct mail and print advertising

☐ Customer events and executive briefings

☐ Demand generation and lead nurturing

☐ POC environments

6.3 Claim Process

1. Pre-Approval: Submit at least [____] days before the activity.
2. Execution: Per the approved plan and Provider's brand guidelines.
3. Claim: Within [____] days of completion with proof, itemized expenses, and results.
4. Reimbursement: Within [____] days at [____]% of approved eligible expenses.

6.4 Expiration

Unclaimed MDF expires [____] months after allocation; no carry-over.

SECTION 7: SALES SUPPORT AND TECHNICAL ASSISTANCE

7.1 Pre-Sales Support

7.2 Requesting Support

Submit via portal or Partner Account Manager with End Customer details, type, timeline, and requirements. Acknowledgment within [____] business hours; assignment within [____] business days.

7.3 Enablement Resources

Data sheets, solution briefs, playbooks, ROI tools, reference architectures, customer success stories, competitive intelligence.

SECTION 8: ORDER PROCESSING AND FULFILLMENT

8.1 Ordering

☐ Partner portal (preferred) ☐ EDI (Distributors) ☐ Email to [________________________________]

Reference Partner account number, deal registration number, PO number.

8.2 Acceptance

Confirmation or rejection within [____] business days; subject to credit, availability, compliance.

8.3 Delivery

• Software/SaaS: Electronic delivery within [____] business days.
• Hardware: Shipment within [____] business days, [FOB Origin / FOB Destination].

8.4 Returns

Within [____] days; original packaging, unused, resalable. Restocking fee [____]%. Custom products non-returnable absent defect.

8.5 Payment

Net [____] days. Late payments accrue interest at [____]% per month or the maximum rate under Ala. Code § 8-8-1 (the agreed-upon rate in writing; in the absence of agreement, the legal rate is 6% per annum per Ala. Code § 8-8-10, but parties may contract for higher rates subject to Alabama usury limitations).

SECTION 9: CUSTOMER SUPPORT RESPONSIBILITIES

9.1 Support Tier Delineation

9.2 Severity and Response Times

9.3 Escalation

L1 to L2: Ticket with End Customer info, environment, description, steps to reproduce, logs, severity, business impact, troubleshooting already performed. Provider L2 acknowledges within stated times.

L2 to L3: Escalation for product defects or engineering. L3 provides workarounds and delivers fixes.

9.4 After-Hours

Sev 1/2: Contact [________________________________]. Response per stated times. Coverage: [24/7/365 / ________________________________].

9.5 Communication Standards

Respond within L1 times; status updates every [____] hours for Sev 1/2; professional communication; no unauthorized commitments regarding resolution, roadmap, or SLA credits.

SECTION 10: DATA PROTECTION AND PRIVACY — ALABAMA REQUIREMENTS

10.1 Alabama Data Breach Notification Act

The Alabama Data Breach Notification Act of 2018 (Ala. Code §§ 8-38-1 to 8-38-12) establishes security and breach notification requirements. Partner must:

☐ Implement and maintain reasonable security measures to protect Sensitive Personally Identifying Information from unauthorized access (Ala. Code § 8-38-7)

☐ Conduct a good faith and prompt investigation of any security breach or suspected breach

☐ Designate an individual to coordinate security measures

☐ Provide security awareness training to employees

☐ Assess risks in the design and operation of information systems

☐ Adopt appropriate measures to address identified risks

10.2 Third-Party Agent Obligations

Where Partner acts as a "Third-Party Agent" under the Alabama Data Breach Notification Act (Ala. Code § 8-38-2(10)):

☐ Notify Provider of any breach of security as expeditiously as possible, and no later than 10 days following determination that the breach occurred or reason to believe it occurred (Ala. Code § 8-38-5(a))

☐ Cooperate with Provider by providing information in Partner's possession so Provider can comply with notification requirements (Ala. Code § 8-38-5(b))

☐ If contractually agreed, handle breach notifications on behalf of Provider (Ala. Code § 8-38-5(c))

10.3 Covered Entity Notification Requirements

Provider (as the covered entity) must notify affected Alabama residents within 45 days of the determination of a breach or reason to believe a breach occurred (Ala. Code § 8-38-8). If the breach affects more than 1,000 Alabama residents, Provider must also notify the Alabama Attorney General and consumer reporting agencies.

10.4 Security Measures

Partner must maintain reasonable security including:

☐ Encryption of Sensitive Personally Identifying Information in transit and at rest

☐ Access controls restricting access to authorized personnel

☐ Regular security assessments and testing

☐ Secure disposal of records containing Sensitive Personally Identifying Information

☐ Incident response procedures

☐ Contractual security requirements for sub-vendors handling such information

10.5 Data Sharing

Sharing of End Customer data must be:

☐ Necessary for Agreement performance
☐ Subject to written data sharing provisions
☐ Encrypted in transit
☐ Logged and auditable

SECTION 11: INTELLECTUAL PROPERTY AND BRAND USAGE

11.1 Trademark License

Limited, non-exclusive, non-transferable, revocable license for authorized Program activities. Use approved assets, follow brand guidelines, include trademark notices.

11.2 Co-Marketing

Submit materials at least [____] business days before publication. Provider responds within [____] business days.

11.3 Partner Directory

Provider may list Partner. Partner grants limited license for this purpose.

11.4 Termination of IP Rights

Rights terminate upon Agreement termination. Cease use within [____] days; remove/destroy materials.

SECTION 12: PERFORMANCE METRICS AND REVIEWS

12.1 KPIs

12.2 Quarterly Business Reviews

Assess: revenue, pipeline, support performance, marketing effectiveness, certification status, prior QBR action items, upcoming strategy.

12.3 Performance Improvement

If Partner fails minimums for [____] consecutive quarters, Provider may issue a PIP specifying improvement areas, targets, timeline (minimum [____] days), and consequences.

SECTION 13: COMPLIANCE AND ETHICS — ALABAMA REGULATORY FRAMEWORK

13.1 Anti-Corruption

Comply with the FCPA, Alabama's ethics laws (Ala. Code §§ 36-25-1 et seq., Alabama Ethics Act), and applicable anti-corruption laws. The Alabama Ethics Commission oversees public officials; improper payments to state or local officials may violate both state and federal law.

13.2 Export Controls

Comply with EAR, ITAR, and OFAC sanctions.

13.3 Antitrust

13.3.1 Alabama has not enacted a comprehensive state antitrust statute. However, common law restraint of trade principles apply, and federal antitrust laws (Sherman Act, Clayton Act, FTC Act) apply to all commerce in Alabama.

13.3.2 Territory, customer, and MAP restrictions are unilateral Provider decisions. Partner retains independent pricing authority. Nothing herein constitutes a horizontal agreement among Partners.

13.4 Franchise Law

13.4.1 Alabama is not a franchise registration state and does not require pre-sale registration or filing of an FDD. The FTC Franchise Rule disclosure requirements apply at the federal level.

13.4.2 Alabama's franchise-specific statutes are primarily industry-specific (motor vehicles under Ala. Code §§ 8-20-1 to 8-20-12; tractor/equipment under Ala. Code §§ 8-21A-1 to 8-21A-6; beer wholesalers).

13.4.3 Non-Franchise Relationship. The parties intend this relationship is not a franchise under the FTC Franchise Rule. Specifically:

☐ Partner does not operate under a marketing plan prescribed in substantial part by Provider

☐ Partner's business is not substantially associated with Provider's trademarks

☐ Partner does not pay a franchise fee

13.5 Alabama Deceptive Trade Practices Act

13.5.1 Partner must comply with the Alabama Deceptive Trade Practices Act (Ala. Code §§ 8-19-1 to 8-19-15) in marketing, advertising, and sales. The Act prohibits unconscionable, false, misleading, or deceptive acts or practices in the conduct of trade or commerce.

13.5.2 The Alabama Attorney General may seek injunctions and civil penalties. The Act provides a private right of action for consumers; prevailing consumers may recover actual damages, reasonable attorney's fees, and costs (Ala. Code § 8-19-10).

13.5.3 Reliance is not an element of a deceptive trade practices claim under Alabama law.

13.6 Independent Contractor Classification

13.6.1 Partner is an independent contractor. Alabama evaluates worker classification under the common law right-to-control test, examining the totality of the relationship.

13.6.2 Key factors under Alabama law: degree of control over work details, method of payment, whether a specific result is contracted for, right to terminate, whether work is part of the employer's regular business, and provision of tools/equipment.

13.6.3 Partner is solely responsible for its personnel, payroll, workers' compensation (required in Alabama for employers with five or more employees, per Ala. Code § 25-5-50), unemployment insurance, and compliance with Alabama labor laws.

13.7 Product Liability

13.7.1 Alabama follows the Alabama Extended Manufacturer's Liability Doctrine (AEMLD), which is a judicially created strict liability standard for defective products. Under the AEMLD, liability extends to all entities in the chain of distribution, including distributors and retailers.

13.7.2 Alabama has adopted the "sealed container" defense for certain non-manufacturing sellers. Under Ala. Code § 6-5-521, a product seller other than the manufacturer is not liable for harm caused by the product unless the seller: (a) exercised substantial control over the product's design, manufacture, labeling, or warning; (b) altered or modified the product; (c) had knowledge of the defect; or (d) is unable to identify the manufacturer.

13.7.3 Indemnification. Provider indemnifies Partner for third-party product defect claims (provided Partner has not modified or altered the product). Partner indemnifies Provider for claims from Partner's modifications or misuse.

13.7.4 Warranty Pass-Through. Provider's warranty passes through to End Customers. Partner conveys all warranty terms at sale per Alabama UCC (Ala. Code Title 7, Art. 2).

13.8 Record-Keeping and Audit

Records maintained for [____] years. Audit upon [____] days' notice during business hours, [once / twice] annually.

SECTION 14: TERRITORY AND CUSTOMER RESTRICTIONS

14.1 Assignments

Non-exclusive unless expressly stated as "Exclusive" in the individual agreement or addendum.

14.2 Exclusive Territories

Provider will not appoint another Partner within the Exclusive Territory. Minimum targets required; failure for [____] consecutive quarters may convert to non-exclusive upon [____] days' notice.

14.3 Named Accounts

Provider may reserve accounts for direct sales. Listed on portal. No solicitation without prior written approval.

14.4 Channel Conflict

First to register, first to protect. Predatory pricing and customer poaching prohibited.

14.5 Antitrust Safeguard

All territory and customer restrictions are unilateral Provider decisions. Partners make independent business decisions regarding pricing, customers, and geography.

SECTION 15: TERM, TERMINATION, AND WIND-DOWN

15.1 Term

Effective as of the Effective Date; continues for the Agreement duration.

15.2 Termination for Convenience

Either party upon [____] days' written notice.

15.3 Termination for Cause

Immediate termination if Partner:

☐ Materially breaches and fails to cure within [____] days of notice

☐ Commits fraud, willful misconduct, or law violation

☐ Files for bankruptcy or becomes insolvent

☐ Violates anti-corruption, export, or sanctions laws

☐ Materially misrepresents qualifications or performance

15.4 Wind-Down

☐ Cease holding out as authorized within [____] days

☐ Cease use of Provider's marks within [____] days

☐ Fulfill existing accepted End Customer orders unless Provider directs otherwise

☐ Provider continues L2/L3 support for prior sales for [____] days

☐ Return or destroy confidential information and Customer Data within [____] days

☐ Submit outstanding MDF claims within [____] days

☐ All outstanding invoices become due within [____] days

15.5 Survival

Definitions, Data Protection, IP termination provisions, Compliance, Confidentiality, Indemnification, Limitation of Liability, and Alabama-Specific Provisions survive.

SECTION 16: ALABAMA-SPECIFIC LEGAL PROVISIONS

16.1 Governing Law

This Handbook is governed by Alabama law, without regard to conflict-of-law principles.

16.2 Forum Selection

Disputes subject to the exclusive jurisdiction of state and federal courts located in [________________________________] County, Alabama.

16.3 Data Breach Notification

Partner, as a Third-Party Agent, must comply with Alabama Data Breach Notification Act requirements, including the 10-day notification to Provider and cooperation obligations detailed in Section 10.

16.4 Deceptive Practices

All Partner activities must comply with the Alabama Deceptive Trade Practices Act. Provider may terminate for violations.

16.5 Non-Compete Enforceability

Alabama courts will enforce reasonable non-compete agreements. Under Alabama law, non-competes must be supported by adequate consideration and must be reasonable in scope, duration, and geographic area. Alabama follows the "blue pencil" doctrine, allowing courts to modify overbroad provisions to make them enforceable. Post-termination restrictions should protect legitimate business interests such as trade secrets, confidential information, and customer relationships.

16.6 Arbitration

If arbitration is required, it will be conducted in [________________________________], Alabama, in accordance with [________________________________] rules. Alabama courts enforce pre-dispute arbitration agreements per the Federal Arbitration Act (9 U.S.C. §§ 1-16) and Alabama's Arbitration Act (Ala. Code § 6-6-1 et seq.).

16.7 Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING UNDER THIS HANDBOOK OR THE AGREEMENT. Alabama courts may enforce jury trial waivers if they are knowing, voluntary, and conspicuous, though Alabama constitutional guarantees of jury trial (Ala. Const. Art. I, § 11) may limit enforceability in certain contexts. Counsel should assess enforceability on a case-by-case basis.

16.8 Contributory Negligence

Alabama is one of the few remaining pure contributory negligence states. Under Alabama law, a plaintiff's own negligence, however slight, may bar recovery entirely. This may affect product liability and indemnification claims between the parties.

SECTION 17: EXECUTION BLOCK

PROVIDER:

Name: [________________________________]

Title: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

PARTNER:

Company Name: [________________________________]

Authorized Representative: [________________________________]

Title: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

EXHIBITS

EXHIBIT A: PARTNER TIER MATRIX

EXHIBIT B: MDF CLAIM FORM

Partner Name: [________________________________]
Account Number: [________________________________]
MDF Request Number: [________________________________]
Activity: [________________________________]
Date(s): [__/__/____] to [__/__/____]
Approved Amount: $[________________________________]
Actual Expenses: $[________________________________]
Reimbursement Requested: $[________________________________]

Proof of Execution:
☐ Event photos or screenshots
☐ Attendance list
☐ Published materials
☐ Itemized expense report with receipts
☐ Lead list or results
☐ Other: [________________________________]

Certification: I certify the above is true and accurate, the activity was conducted per the approved plan and brand guidelines, and expenses are actual, reasonable, and documented.

Name: [________________________________] Title: [________________________________]
Signature: [________________________________] Date: [__/__/____]

EXHIBIT C: DEAL REGISTRATION FORM

Partner: [________________________________] Account #: [________________________________]
Contact: [________________________________] Email: [________________________________] Phone: [________________________________]

End Customer:
Company: [________________________________] Address: [________________________________]
Contact: [________________________________] Title: [________________________________]
Email: [________________________________] Phone: [________________________________]

Opportunity:
Name: [________________________________] Value: $[________________________________]
Close Date: [__/__/____] Stage: ☐ Prospect ☐ Qualified ☐ Proposal ☐ Negotiation
Products: [________________________________] Term: [____] months/years
Type: ☐ New ☐ Expansion ☐ Renewal

Value-Add: [________________________________]
Incumbent: [________________________________] Competitors: [________________________________]

Certification: I certify the above is true and accurate and Partner has had direct engagement with the End Customer.

Name: [________________________________] Title: [________________________________]
Signature: [________________________________] Date: [__/__/____]

This Channel Support Handbook is a template provided for informational purposes only. It does not constitute legal advice. Consult an Alabama-licensed attorney before use.