Reseller / Channel Partner Agreement

RESELLER / CHANNEL PARTNER AGREEMENT

STATE OF ALABAMA

AGREEMENT INFORMATION

PARTIES TO THIS AGREEMENT

VENDOR:

RESELLER:

RECITALS

WHEREAS, Vendor is engaged in the business of developing, manufacturing, and/or distributing certain products and services as described herein;

WHEREAS, Reseller desires to market, promote, and resell Vendor's products and services to end customers within the designated territory;

WHEREAS, Vendor desires to appoint Reseller as an authorized reseller subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Authorized Products" means the products and services listed in Exhibit A attached hereto, as may be amended from time to time by Vendor upon written notice to Reseller.

1.2 "Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, including but not limited to trade secrets, business plans, pricing, customer lists, technical data, and financial information.

1.3 "End Customer" means any individual or entity that purchases Authorized Products from Reseller for its own use and not for resale.

1.4 "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, and other proprietary rights owned or licensed by Vendor.

1.5 "List Price" means the manufacturer's suggested retail price for Authorized Products as published by Vendor and updated from time to time.

1.6 "Minimum Purchase Commitment" means the minimum dollar amount of Authorized Products that Reseller must purchase during each contract period as specified in Exhibit B.

1.7 "Net Revenue" means gross revenue from sales of Authorized Products less returns, credits, and allowances.

1.8 "Partner Portal" means Vendor's online platform for partner resources, order management, and communications.

1.9 "Partner Tier" means the classification level assigned to Reseller based on performance, training, and commitment levels.

1.10 "Territory" means the geographic area within which Reseller is authorized to market and sell Authorized Products, as defined in Exhibit C.

1.11 "Vendor Marks" means the trademarks, service marks, trade names, logos, and other identifying marks owned by Vendor.

ARTICLE 2: APPOINTMENT AND AUTHORIZATION

2.1 Appointment. Vendor hereby appoints Reseller as:

☐ Non-Exclusive Authorized Reseller - Vendor retains the right to appoint additional resellers and to sell directly within the Territory.

☐ Exclusive Authorized Reseller - Subject to performance requirements in Article 10, Vendor shall not appoint other resellers within the Territory during the term.

2.2 Partner Tier Designation. Reseller is designated as:

☐ Registered Partner
☐ Silver Partner
☐ Gold Partner
☐ Platinum Partner

2.3 Scope of Authorization. Reseller is authorized to:

(a) Market and promote Authorized Products within the Territory;
(b) Solicit orders for Authorized Products from End Customers;
(c) Resell Authorized Products at prices determined by Reseller, subject to any Minimum Advertised Price (MAP) policy;
(d) Use Vendor Marks in connection with authorized activities as permitted herein;
(e) Provide first-tier customer support as specified in Article 9;
(f) Access and utilize the Partner Portal and related resources.

2.4 Restrictions on Authority. Reseller shall NOT:

(a) Modify, alter, or create derivative works from Authorized Products without prior written consent;
(b) Resell Authorized Products outside the Territory without prior written approval;
(c) Make any representations, warranties, or commitments on behalf of Vendor;
(d) Appoint sub-resellers or distributors without prior written consent;
(e) Sell to known competitors of Vendor or to parties intending to resell;
(f) Engage in any activity that would damage Vendor's reputation or goodwill;
(g) Bundle Authorized Products with third-party products without approval.

2.5 Reserved Rights. Vendor reserves the right to:

(a) Sell directly to End Customers within the Territory;
(b) Appoint additional resellers (if non-exclusive appointment);
(c) Modify the Authorized Products list upon thirty (30) days' notice;
(d) Establish house accounts that are excluded from Reseller's authority.

ARTICLE 3: TERRITORY AND EXCLUSIVITY

3.1 Defined Territory. Reseller's Territory is defined as:

[________________________________]
[________________________________]
[________________________________]

3.2 Exclusivity Terms. If exclusive appointment is selected:

(a) Exclusivity is conditioned upon meeting the Minimum Purchase Commitment;
(b) Exclusivity may be converted to non-exclusive upon sixty (60) days' notice if Reseller fails to meet performance requirements;
(c) Vendor reserves the right to fulfill government contracts and national accounts directly.

3.3 Cross-Territory Sales. Sales to End Customers located outside the Territory require:

☐ Prior written approval from Vendor
☐ Payment of cross-territory fee of [____]% of Net Revenue
☐ Coordination with the authorized reseller in that territory

3.4 Reserved Accounts. The following accounts are reserved to Vendor and excluded from Reseller's authority:

[________________________________]
[________________________________]

ARTICLE 4: PRICING AND DISCOUNTS

4.1 Discount Schedule. Reseller shall purchase Authorized Products at the following discount from List Price:

4.2 Price Changes. Vendor may modify List Prices upon thirty (30) days' prior written notice. Price changes shall not affect orders accepted prior to the effective date.

4.3 Minimum Advertised Price (MAP) Policy.

☐ MAP policy applies - Reseller shall not advertise Authorized Products below [____]% of List Price.
☐ No MAP policy applies.

4.4 Special Pricing. Vendor may, in its discretion, offer special pricing for:

(a) Large volume orders;
(b) Competitive displacement opportunities;
(c) Government and educational institutions;
(d) Strategic accounts.

ARTICLE 5: ORDERS AND FULFILLMENT

5.1 Order Submission. Reseller shall submit orders through:

☐ Partner Portal
☐ Electronic Data Interchange (EDI)
☐ Email to [________________________________]
☐ Purchase Order to [________________________________]

5.2 Order Acceptance. All orders are subject to acceptance by Vendor. Vendor shall confirm or reject orders within [____] business days of receipt.

5.3 Order Requirements. Each order shall include:

(a) Reseller's account number and purchase order number;
(b) Product SKUs, descriptions, and quantities;
(c) Requested delivery date;
(d) Ship-to address and special instructions;
(e) End Customer information (if required for registration).

5.4 Shipping Terms. Unless otherwise specified:

(a) Shipping terms: ☐ FOB Origin ☐ FOB Destination
(b) Shipping method: ☐ Standard Ground ☐ Expedited (additional charges apply)
(c) Risk of loss transfers upon delivery to carrier (FOB Origin) or upon delivery (FOB Destination).

5.5 Delivery. Vendor shall use commercially reasonable efforts to meet requested delivery dates but shall not be liable for delays beyond its reasonable control.

5.6 Inspection and Acceptance. Reseller shall inspect shipments upon receipt and notify Vendor of any discrepancies within [____] business days.

5.7 Returns and Exchanges. Returns are subject to Vendor's Return Merchandise Authorization (RMA) policy:

(a) RMA required for all returns;
(b) Restocking fee of [____]% may apply;
(c) Defective products may be returned within warranty period at no charge;
(d) Custom or special-order products are non-returnable.

ARTICLE 6: PAYMENT TERMS

6.1 Payment Due Date. Payment is due within:

☐ Net 30 days from invoice date
☐ Net 45 days from invoice date
☐ Net 60 days from invoice date
☐ Other: [________________________________]

6.2 Payment Methods. Acceptable payment methods include:

☐ ACH/Wire Transfer
☐ Company Check
☐ Credit Card (subject to processing fee of [____]%)

6.3 Late Payment Interest. Past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted under Alabama law (Ala. Code § 8-8-1: default rate of 6% per annum), whichever is less.

6.4 Credit Terms. Vendor may establish credit limits and modify payment terms based on Reseller's payment history and creditworthiness.

6.5 Disputed Invoices. Reseller must notify Vendor of invoice disputes within fifteen (15) days of invoice date. Undisputed portions remain due per standard terms.

6.6 Set-Off. Neither party may set off amounts owed under this Agreement against amounts owed under other agreements without prior written consent.

ARTICLE 7: MARKETING AND BRANDING

7.1 Marketing Materials. Vendor shall provide Reseller with:

(a) Product brochures and data sheets;
(b) Digital marketing assets;
(c) Presentation templates;
(d) Case studies and white papers;
(e) Access to Partner Portal marketing resources.

7.2 Brand Guidelines. Reseller shall comply with Vendor's brand guidelines as set forth in Exhibit D, including:

(a) Proper use of Vendor Marks;
(b) Required disclaimers and attributions;
(c) Approval process for custom materials;
(d) Co-branding requirements.

7.3 Marketing Compliance. All marketing activities shall comply with:

(a) Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.);
(b) Federal Trade Commission guidelines;
(c) Industry-specific regulations;
(d) Vendor's marketing policies.

7.4 Co-Marketing Programs.

☐ Market Development Funds (MDF) available per Exhibit E
☐ Co-op advertising funds: [____]% of prior quarter purchases
☐ No co-marketing funds available

7.5 Lead Sharing. Vendor may share sales leads with Reseller through the Partner Portal. Reseller shall follow up on leads within [____] business days and report status.

7.6 Prohibited Marketing Activities. Reseller shall not:

(a) Make false or misleading claims about Authorized Products;
(b) Disparage Vendor or its competitors;
(c) Engage in spam or unsolicited communications;
(d) Use Vendor Marks in domain names without approval;
(e) Bid on Vendor's trademarks in paid search advertising without approval.

ARTICLE 8: TRAINING AND CERTIFICATION

8.1 Required Training. Reseller shall complete the following training requirements:

8.2 Training Resources. Vendor shall provide:

(a) Online learning management system access;
(b) Instructor-led training sessions (virtual and/or in-person);
(c) Product documentation and knowledge base;
(d) Certification examination materials.

8.3 Training Costs.

☐ Training provided at no charge
☐ Training fees apply per published schedule
☐ Certification exam fees: $[________] per exam

8.4 Certification Maintenance. Certifications must be renewed:

☐ Annually
☐ Every two (2) years
☐ Upon major product releases

8.5 Failure to Maintain Certifications. If Reseller fails to maintain required certifications:

(a) Vendor may reduce Partner Tier;
(b) Vendor may suspend technical support access;
(c) Vendor may terminate this Agreement upon thirty (30) days' notice.

ARTICLE 9: SUPPORT RESPONSIBILITIES

9.1 First-Tier Support. Reseller shall provide first-tier support to End Customers, including:

(a) Initial contact and issue logging;
(b) Basic troubleshooting using provided knowledge base;
(c) Product usage guidance and best practices;
(d) Documentation and FAQ assistance;
(e) Escalation to Vendor when necessary.

9.2 Support Hours. Reseller shall maintain support availability during:

☐ Standard Business Hours: Monday-Friday, 8:00 AM - 5:00 PM Central Time
☐ Extended Hours: Monday-Friday, 7:00 AM - 7:00 PM Central Time
☐ 24/7 Support

9.3 Vendor Support. Vendor shall provide:

(a) Second-tier and third-tier technical support;
(b) Partner helpdesk with dedicated support line;
(c) Escalation management for critical issues;
(d) Bug fixes, patches, and software updates;
(e) Root cause analysis for recurring issues.

9.4 Support Response Times.

9.5 Support Escalation. Reseller shall escalate to Vendor when:

(a) Issue requires access to source code or backend systems;
(b) Issue cannot be resolved using provided knowledge base;
(c) End Customer requests vendor involvement;
(d) Issue affects multiple End Customers.

ARTICLE 10: PERFORMANCE REQUIREMENTS

10.1 Minimum Purchase Commitment. Reseller shall achieve minimum purchases of:

10.2 Additional Performance Metrics.

10.3 Performance Reviews. Vendor shall conduct performance reviews:

☐ Quarterly
☐ Semi-annually
☐ Annually

10.4 Consequences of Non-Performance. If Reseller fails to meet performance requirements:

(a) First occurrence: Written warning and thirty (30) day cure period;
(b) Second occurrence: Reduction in Partner Tier and/or discounts;
(c) Third occurrence: Conversion to non-exclusive status (if exclusive);
(d) Continued failure: Termination of this Agreement.

10.5 Cure Period. Reseller shall have ninety (90) days to cure performance deficiencies after receiving written notice from Vendor.

ARTICLE 11: INTELLECTUAL PROPERTY

11.1 Ownership. Vendor retains all right, title, and interest in and to:

(a) Authorized Products and all components thereof;
(b) Vendor Marks and associated goodwill;
(c) Documentation, training materials, and marketing content;
(d) Patents, copyrights, and trade secrets;
(e) Any improvements or modifications to the foregoing.

11.2 Limited License. Vendor grants Reseller a limited, non-exclusive, non-transferable license to:

(a) Use Vendor Marks in connection with authorized resale activities;
(b) Reproduce marketing materials for distribution to End Customers;
(c) Access and use the Partner Portal;
(d) Demonstrate Authorized Products to prospective End Customers.

11.3 License Restrictions. Reseller shall not:

(a) Modify, adapt, or create derivative works from Vendor materials;
(b) Remove or alter proprietary notices;
(c) Reverse engineer, decompile, or disassemble Authorized Products;
(d) Sublicense rights without prior written consent;
(e) Use Intellectual Property for any purpose other than authorized resale.

11.4 End Customer Licenses. End Customers shall receive product licenses directly from Vendor pursuant to Vendor's standard End User License Agreement (EULA).

11.5 Feedback. Any suggestions, ideas, or feedback provided by Reseller to Vendor shall become Vendor's property without obligation to Reseller.

ARTICLE 12: CONFIDENTIALITY

12.1 Confidentiality Obligations. Each party agrees to:

(a) Protect the other party's Confidential Information using at least the same degree of care used to protect its own confidential information;
(b) Use Confidential Information only for purposes of this Agreement;
(c) Limit disclosure to employees and contractors with a need to know;
(d) Require recipients to be bound by confidentiality obligations at least as protective as those herein.

12.2 Exclusions. Confidentiality obligations do not apply to information that:

(a) Is or becomes publicly available through no fault of the receiving party;
(b) Was rightfully known to the receiving party prior to disclosure;
(c) Is independently developed by the receiving party without use of Confidential Information;
(d) Is rightfully obtained from a third party without restriction.

12.3 Required Disclosure. A party may disclose Confidential Information if required by law or court order, provided that the party:

(a) Gives prompt notice to the disclosing party (if legally permitted);
(b) Cooperates in seeking protective treatment;
(c) Discloses only the minimum information required.

12.4 Trade Secrets. Trade secrets shall be protected in accordance with the Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

12.5 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected indefinitely.

ARTICLE 13: DATA PROTECTION

13.1 Compliance with Laws. Each party shall comply with all applicable data protection laws, including:

(a) Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.);
(b) Federal privacy regulations;
(c) Industry-specific requirements (HIPAA, PCI-DSS, etc.).

13.2 Customer Data. Reseller shall:

(a) Collect only the minimum data necessary for business purposes;
(b) Implement appropriate security measures;
(c) Not sell or share End Customer data without proper consent;
(d) Provide Vendor with required End Customer information for product registration.

13.3 Data Breach Notification. In the event of a security breach affecting personal information:

(a) The discovering party shall notify the other within seventy-two (72) hours;
(b) Parties shall cooperate in investigation and remediation;
(c) Notification to affected individuals shall comply with Alabama law requirements.

13.4 Data Processing Agreement. If Reseller processes personal data on behalf of Vendor, the parties shall execute a separate Data Processing Agreement.

ARTICLE 14: WARRANTIES AND DISCLAIMERS

14.1 Vendor Warranties. Vendor warrants that:

(a) Authorized Products shall conform to published specifications;
(b) Vendor has the right to grant the licenses and authorizations herein;
(c) Authorized Products shall be free from material defects for the warranty period.

14.2 Warranty Period. The standard warranty period is:

☐ Twelve (12) months from date of purchase
☐ Twenty-four (24) months from date of purchase
☐ Other: [________________________________]

14.3 Reseller Warranties. Reseller warrants that:

(a) Reseller has the authority to enter into this Agreement;
(b) Reseller shall comply with all applicable laws and regulations;
(c) Reseller shall not make unauthorized warranties to End Customers;
(d) Reseller's business operations are properly licensed in Alabama.

14.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VENDOR DOES NOT WARRANT THAT AUTHORIZED PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED.

14.5 Pass-Through Warranty. Reseller may pass through Vendor's standard warranty to End Customers but shall not make additional warranties without Vendor's prior written consent.

ARTICLE 15: INDEMNIFICATION

15.1 Vendor Indemnification. Vendor shall indemnify, defend, and hold harmless Reseller from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from:

(a) Infringement of third-party intellectual property rights by Authorized Products as provided by Vendor;
(b) Vendor's gross negligence or willful misconduct;
(c) Vendor's breach of its warranties herein.

15.2 Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless Vendor from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from:

(a) Reseller's marketing, sales, or distribution activities;
(b) Reseller's breach of this Agreement;
(c) Reseller's modifications to Authorized Products;
(d) Reseller's unauthorized representations or warranties;
(e) Reseller's violation of applicable laws;
(f) Reseller's gross negligence or willful misconduct.

15.3 Indemnification Procedure. The indemnified party shall:

(a) Provide prompt written notice of any claim;
(b) Grant the indemnifying party sole control of defense and settlement;
(c) Provide reasonable cooperation and assistance;
(d) Not settle or compromise any claim without consent.

15.4 Exclusions. Vendor's indemnification obligations do not apply to claims arising from:

(a) Modifications made by Reseller or End Customers;
(b) Combination with non-Vendor products;
(c) Use not in accordance with documentation;
(d) Reseller's failure to implement updates or patches.

ARTICLE 16: LIMITATION OF LIABILITY

16.1 Liability Cap. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 15 (INDEMNIFICATION) AND BREACHES OF ARTICLE 12 (CONFIDENTIALITY), NEITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF:

(a) The fees paid by Reseller to Vendor in the twelve (12) months preceding the claim; or
(b) $[________________________________].

16.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Exceptions. The limitations in this Article 16 shall not apply to:

(a) Indemnification obligations;
(b) Breach of confidentiality;
(c) Infringement of intellectual property rights;
(d) Gross negligence or willful misconduct;
(e) Fraud or intentional misrepresentation.

16.4 Essential Purpose. The parties acknowledge that the limitations set forth in this Article 16 are an essential element of the bargain and shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

ARTICLE 17: TERM AND TERMINATION

17.1 Initial Term. This Agreement shall commence on the Effective Date and continue for an initial term of:

☐ One (1) year
☐ Two (2) years
☐ Three (3) years
☐ Other: [________________________________]

17.2 Renewal. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

17.3 Termination for Convenience. Either party may terminate this Agreement for any reason upon ninety (90) days' prior written notice.

17.4 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

(a) The other party commits a material breach that remains uncured thirty (30) days after written notice;
(b) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
(c) The other party ceases to conduct business in the normal course.

17.5 Vendor Termination Rights. Vendor may terminate this Agreement immediately if Reseller:

(a) Violates applicable laws or regulations;
(b) Engages in conduct that damages Vendor's reputation;
(c) Commits fraud or material misrepresentation;
(d) Fails to pay amounts due for more than sixty (60) days;
(e) Undergoes a change of control to a competitor.

17.6 Effect of Expiration. Upon expiration, this Agreement shall automatically terminate unless renewed.

ARTICLE 18: POST-TERMINATION OBLIGATIONS

18.1 Cessation of Rights. Upon termination or expiration:

(a) All licenses and authorizations granted herein shall immediately terminate;
(b) Reseller shall cease holding itself out as an authorized reseller;
(c) Reseller shall cease using Vendor Marks and marketing materials;
(d) Reseller shall remove Vendor branding from websites and facilities.

18.2 Return of Materials. Within thirty (30) days of termination, Reseller shall:

(a) Return or destroy all Confidential Information;
(b) Return all marketing materials, samples, and demonstration units;
(c) Provide written certification of compliance.

18.3 Outstanding Orders. Orders accepted prior to termination shall be fulfilled under the terms of this Agreement.

18.4 Customer Transition. The parties shall cooperate in good faith to:

(a) Ensure continuity of support for End Customers;
(b) Transfer pending deals to Vendor or another authorized reseller;
(c) Facilitate warranty and support obligations.

18.5 Final Payment. All outstanding amounts shall become due and payable within thirty (30) days of termination.

18.6 Survival. The following provisions shall survive termination: Articles 1, 11, 12, 13, 14, 15, 16, 18, 19, and 20.

ARTICLE 19: DISPUTE RESOLUTION

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles. The Uniform Commercial Code as adopted in Alabama (Ala. Code Title 7) shall apply to the sale of goods hereunder.

19.2 Negotiation. The parties shall attempt to resolve any dispute through good-faith negotiation between senior executives within thirty (30) days of written notice of the dispute.

19.3 Mediation. If negotiation fails, the parties agree to participate in non-binding mediation in Birmingham, Alabama, before a mutually agreed mediator.

19.4 Litigation. If mediation fails, either party may pursue litigation in the state or federal courts located in Jefferson County, Alabama. Each party hereby consents to the exclusive jurisdiction and venue of such courts.

19.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19.6 Attorneys' Fees. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

19.7 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

ARTICLE 20: GENERAL PROVISIONS

20.1 Independent Contractor. Reseller is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship.

20.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Vendor may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

20.3 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

20.4 Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

20.5 Waiver. No waiver of any provision shall be effective unless in writing. No waiver shall constitute a waiver of any other provision or subsequent breach.

20.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20.7 Notices. All notices shall be in writing and delivered by:

(a) Personal delivery;
(b) Certified mail, return receipt requested;
(c) Overnight courier; or
(d) Email with confirmation of receipt.

Notices shall be sent to the addresses set forth above or as updated by written notice.

20.8 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, or failures of telecommunications.

20.9 Publicity. Neither party shall issue press releases or public statements regarding this Agreement without prior written consent, except as required by law.

20.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

20.11 Electronic Signatures. Electronic signatures shall be valid and enforceable pursuant to the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.).

SIGNATURE BLOCKS

VENDOR:

☐ I have read and agree to all terms and conditions of this Agreement
☐ I am authorized to sign on behalf of the Vendor entity
☐ Legal counsel has reviewed this Agreement

RESELLER:

☐ I have read and agree to all terms and conditions of this Agreement
☐ I am authorized to sign on behalf of the Reseller entity
☐ Legal counsel has reviewed this Agreement

EXHIBIT A: AUTHORIZED PRODUCTS

EXHIBIT B: DISCOUNT SCHEDULE AND MINIMUM COMMITMENTS

Discount Schedule:

Minimum Purchase Commitment:

EXHIBIT C: TERRITORY DEFINITION

Geographic Scope:

[________________________________]
[________________________________]
[________________________________]

Market Segments:

☐ Commercial / Enterprise
☐ Small and Medium Business (SMB)
☐ Government / Public Sector
☐ Education
☐ Healthcare
☐ Other: [________________________________]

EXHIBIT D: BRAND GUIDELINES

[Reference to Vendor's current Brand Guidelines document or attach separately]

EXHIBIT E: MARKETING DEVELOPMENT FUND (MDF) PROGRAM

Eligibility: [________________________________]

Funding Amount: [________________________________]

Eligible Activities: [________________________________]

Claim Process: [________________________________]

END OF AGREEMENT