RESELLER / CHANNEL PARTNER AGREEMENT

STATE OF ALASKA

TABLE OF CONTENTS

1. Definitions
2. Appointment and Authorization
3. Territory and Exclusivity
4. Products and Services
5. Pricing, Ordering, and Payment
6. Deal Registration
7. Marketing and Branding
8. Training and Certification
9. Support Responsibilities
10. Performance Requirements
11. Intellectual Property
12. Confidentiality
13. Data Protection
14. Warranties and Disclaimers
15. Indemnification
16. Limitation of Liability
17. Term and Termination
18. Effects of Termination
19. Dispute Resolution
20. General Provisions

PARTIES

This Reseller/Channel Partner Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Vendor: [VENDOR LEGAL NAME] ("Vendor")
Address: [ADDRESS]

Reseller: [RESELLER LEGAL NAME] ("Reseller")
Address: [ADDRESS]

1. DEFINITIONS

"Authorized Products" means the Vendor products and services listed in Exhibit A.

"Customer" means an end-user who purchases Authorized Products from Reseller.

"Deal Registration" means Reseller's registration of a prospective Customer through Vendor's deal registration system.

"Discount Schedule" means the pricing discounts set forth in Exhibit B.

"Territory" means the geographic area specified in Section 3.

2. APPOINTMENT AND AUTHORIZATION

2.1 Appointment. Vendor appoints Reseller as a ☐ non-exclusive ☐ exclusive authorized reseller of the Authorized Products in the Territory.

2.2 Partner Tier. Reseller is designated as a:
☐ Registered Partner
☐ Silver Partner
☐ Gold Partner
☐ Platinum Partner

2.3 Authorization. Reseller is authorized to:
(a) Market and promote Authorized Products;
(b) Solicit orders from Customers;
(c) Resell Authorized Products at prices determined by Reseller (subject to any MAP policy);
(d) Provide first-tier support as specified in Section 9.

2.4 Restrictions. Reseller shall NOT:
(a) Modify Authorized Products without authorization;
(b) Resell outside the Territory without approval;
(c) Make commitments on behalf of Vendor;
(d) Sublicense or appoint sub-resellers without approval.

3. TERRITORY AND EXCLUSIVITY

3.1 Territory. Reseller's Territory is: [DEFINE TERRITORY - e.g., "State of Alaska" or "United States" or specific regions].

3.2 Exclusivity.
☐ Non-Exclusive: Vendor may appoint other resellers in the Territory.
☐ Exclusive: Vendor shall not appoint other resellers in the Territory, subject to performance requirements in Section 10.

3.3 Reserved Accounts. The following accounts are reserved to Vendor: [LIST OR "None"].

3.4 Cross-Territory Sales. Sales to Customers outside the Territory require Vendor approval.

4. PRODUCTS AND SERVICES

4.1 Authorized Products. Reseller may resell only the products and services listed in Exhibit A.

4.2 Product Changes. Vendor may modify, discontinue, or add products upon [30] days' notice.

4.3 Product Updates. Vendor shall provide Reseller with product updates, release notes, and documentation.

4.4 End-of-Life. Vendor shall provide [6] months' notice before discontinuing products.

5. PRICING, ORDERING, AND PAYMENT

5.1 Discount Schedule. Reseller purchases at Vendor's list price less the discount specified in Exhibit B.

5.2 Resale Pricing. Reseller sets its own resale prices, subject to any Minimum Advertised Price (MAP) policy.

5.3 Orders.
(a) Reseller submits orders via [PORTAL/EMAIL/EDI];
(b) Orders subject to Vendor acceptance;
(c) Vendor confirms orders within [X] business days.

5.4 Payment Terms.
(a) Payment due within [30] days of invoice;
(b) Late payments accrue interest at [1.5]% per month or maximum under Alaska law;
(c) Vendor may suspend shipments for overdue accounts.

5.5 Taxes. Prices exclude taxes. Reseller is responsible for sales/use taxes unless exempt.

6. DEAL REGISTRATION

6.1 Registration Process. Reseller may register prospective Customers through Vendor's deal registration system.

6.2 Benefits. Approved registrations provide:
(a) Additional discount of [X]%;
(b) Protection period of [X] days;
(c) Priority support from Vendor sales team.

6.3 Approval. Vendor approves or rejects registrations within [X] business days.

6.4 Conflicts. If multiple resellers register the same opportunity:
(a) First valid registration prevails;
(b) Vendor determines allocation in its discretion;
(c) Vendor's decision is final.

7. MARKETING AND BRANDING

7.1 Marketing Materials. Vendor provides marketing materials through the partner portal.

7.2 Brand Guidelines. Reseller shall comply with Vendor's brand guidelines (Exhibit C).

7.3 Co-Marketing. Co-marketing activities require prior Vendor approval.

7.4 MDF/Co-op Funds.
☐ Market Development Funds available per Exhibit D
☐ Co-op funds: [X]% of purchases, subject to program terms

7.5 Prohibited Activities. Reseller shall not:
(a) Use Vendor marks without authorization;
(b) Make misleading claims about products;
(c) Engage in spam or illegal marketing;
(d) Disparage Vendor or competitors.

7.6 Alaska Consumer Protection. All marketing shall comply with the Alaska Unfair Trade Practices and Consumer Protection Act (AS 45.50.471 et seq.).

8. TRAINING AND CERTIFICATION

8.1 Required Training. Reseller shall complete training specified for its Partner Tier.

8.2 Certification. Reseller shall maintain [X] certified personnel at all times.

8.3 Training Access. Vendor provides training through:
☐ Online learning portal
☐ Instructor-led sessions
☐ On-site training (at additional cost)

8.4 Recertification. Certifications must be renewed [annually/every X years].

9. SUPPORT RESPONSIBILITIES

9.1 First-Tier Support. Reseller provides first-tier support to Customers, including:
(a) Initial troubleshooting;
(b) Product usage guidance;
(c) Documentation assistance;
(d) Escalation to Vendor when necessary.

9.2 Vendor Support. Vendor provides:
(a) Second/third-tier technical support;
(b) Partner helpdesk;
(c) Escalation management;
(d) Bug fixes and patches.

9.3 Support SLAs. Support response times per Exhibit E.

9.4 Remote Alaska Considerations. For Customers in remote Alaska locations, parties shall cooperate on support logistics, including consideration of limited connectivity and travel requirements.

10. PERFORMANCE REQUIREMENTS

10.1 Minimum Purchase Commitment. Reseller shall achieve minimum purchases of $[AMOUNT] per [quarter/year].

10.2 Other Metrics.
| Metric | Target |
|--------|--------|
| Certified Personnel | [X] |
| Customer Satisfaction | [X]% |
| Training Completion | [X]% |
| Deal Registrations | [X] per quarter |

10.3 Failure to Meet Requirements. If Reseller fails to meet requirements:
(a) Vendor may reduce Partner Tier;
(b) Vendor may reduce discounts;
(c) Vendor may terminate exclusivity;
(d) Vendor may terminate this Agreement.

10.4 Cure Period. Reseller has [90] days to cure performance deficiencies after notice.

11. INTELLECTUAL PROPERTY

11.1 Ownership. Vendor retains all IP rights in Authorized Products, documentation, and materials.

11.2 License to Reseller. Vendor grants Reseller a limited, non-exclusive license to use Vendor's trademarks and materials solely for authorized resale activities.

11.3 No Other Rights. No other IP rights are granted or implied.

11.4 Customer Licenses. Customers receive licenses directly from Vendor per Vendor's EULA.

12. CONFIDENTIALITY

12.1 Confidential Information. Each party shall protect the other's confidential information, including pricing, customer lists, and business strategies.

12.2 Obligations. Recipients shall:
(a) Use confidential information only for Agreement purposes;
(b) Limit disclosure to need-to-know personnel;
(c) Protect with reasonable security measures.

12.3 Exceptions. Obligations do not apply to publicly available information or information required to be disclosed by law.

12.4 Trade Secrets. Protected under Alaska's Uniform Trade Secrets Act (AS 45.50.910-45.50.945).

13. DATA PROTECTION

13.1 Customer Data. Each party shall comply with applicable data protection laws regarding Customer data.

13.2 Data Sharing. Customer data shared between parties shall be limited to that necessary for performance.

13.3 Alaska Requirements. Parties shall comply with Alaska's Personal Information Protection Act (AS 45.48) regarding breach notification.

13.4 Security Incidents. Each party shall notify the other of security incidents affecting shared data within [72] hours.

14. WARRANTIES AND DISCLAIMERS

14.1 Product Warranty. Vendor warrants Authorized Products per Vendor's standard warranty.

14.2 Pass-Through Warranty. Reseller may pass through Vendor's warranty to Customers.

14.3 No Additional Warranties. Reseller shall not make warranties beyond Vendor's standard warranty.

14.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, VENDOR DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15. INDEMNIFICATION

15.1 Vendor Indemnity. Vendor indemnifies Reseller against third-party IP infringement claims based on Authorized Products as provided.

15.2 Reseller Indemnity. Reseller indemnifies Vendor against claims arising from:
(a) Reseller's marketing and sales activities;
(b) Reseller's breach of this Agreement;
(c) Reseller's modifications to products.

15.3 Procedure. Indemnified party shall provide prompt notice and cooperation.

16. LIMITATION OF LIABILITY

16.1 Cap. Neither party's total liability shall exceed [the greater of (a) fees paid in the prior 12 months or (b) $[AMOUNT]].

16.2 Exclusions. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

16.3 Exceptions. Limitations do not apply to:
(a) Indemnification obligations;
(b) Breach of confidentiality;
(c) Gross negligence or willful misconduct.

17. TERM AND TERMINATION

17.1 Initial Term. [X] year(s) from the Effective Date.

17.2 Renewal. Automatically renews for successive [1]-year terms unless terminated.

17.3 Termination for Convenience. Either party may terminate with [90] days' written notice.

17.4 Termination for Cause. Either party may terminate upon:
(a) Material breach not cured within [30] days of notice;
(b) Insolvency or bankruptcy;
(c) Change of control (at non-changing party's option).

17.5 Vendor Termination Rights. Vendor may terminate immediately for:
(a) Reseller's violation of laws;
(b) Damage to Vendor's reputation;
(c) Fraud or misrepresentation.

18. EFFECTS OF TERMINATION

18.1 Cessation of Rights. Upon termination:
(a) Reseller's authorization to resell terminates;
(b) Reseller shall cease using Vendor materials and marks;
(c) Reseller shall return or destroy confidential information.

18.2 Outstanding Orders. Orders accepted before termination shall be fulfilled per Agreement terms.

18.3 Customer Transition. Parties shall cooperate to ensure continuity of Customer support.

18.4 Survival. Sections on confidentiality, indemnification, limitation of liability, and dispute resolution survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law. This Agreement is governed by Alaska law.

19.2 Negotiation. Parties shall attempt good-faith negotiation before formal proceedings.

19.3 Venue. Exclusive jurisdiction in state or federal courts in Anchorage, Alaska.

19.4 Arbitration (Optional). ☐ If checked, binding arbitration in Anchorage under AAA Commercial Arbitration Rules.

19.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALASKA LAW, EACH PARTY WAIVES THE RIGHT TO JURY TRIAL.

20. GENERAL PROVISIONS

20.1 Independent Contractor. Reseller is an independent contractor.

20.2 Assignment. Neither party may assign without consent, except Vendor may assign to an affiliate or successor.

20.3 Entire Agreement. This Agreement, including Exhibits, is the complete agreement.

20.4 Amendments. Amendments require written agreement.

20.5 Notices. Notices to addresses above or as updated.

20.6 Severability. Invalid provisions severed without affecting remainder.

20.7 Force Majeure. Neither party liable for delays due to events beyond reasonable control.

20.8 Electronic Signatures. Valid under Alaska's UETA (AS 09.80).

SIGNATURES

VENDOR:

RESELLER:

EXHIBIT A - AUTHORIZED PRODUCTS

[List products and services Reseller may resell]

EXHIBIT B - DISCOUNT SCHEDULE

[Partner tier discounts and pricing]

EXHIBIT C - BRAND GUIDELINES

[Trademark usage and branding requirements]

EXHIBIT D - MDF PROGRAM (IF APPLICABLE)

[Market development fund terms]

EXHIBIT E - SUPPORT SLAS

[Response and resolution time commitments]