RESELLER / CHANNEL PARTNER AGREEMENT

TABLE OF CONTENTS

1. Appointment and Scope
2. Territory, Exclusivity, and Segments
3. Partner Obligations
4. Ordering, Pricing, and Discounts
5. Deal Registration
6. Support and Training
7. Marketing and Branding
8. Taxes and Invoicing
9. Compliance (AUP, Export/Sanctions, Anti-Corruption)
10. Confidentiality and Data Protection
11. IP and License
12. Warranties and Disclaimers
13. Indemnities
14. Limitation of Liability
15. Term and Termination
16. Effects of Termination
17. Dispute Resolution and Governing Law
18. Miscellaneous
19. Schedules

1. APPOINTMENT AND SCOPE

• Provider appoints Partner as [non-exclusive/exclusive] reseller of the Products/Services listed in Schedule 1 within the Territory.
• No authority to bind Provider; Partner acts as independent contractor.

2. TERRITORY, EXCLUSIVITY, AND SEGMENTS

• Territory: [GEOS]; segments: [SMB/Enterprise/Public Sector].
• Exclusivity (if any) conditioned on quota attainment and compliance.

3. PARTNER OBLIGATIONS

• Market and resell diligently; maintain qualified sales/support staff; comply with branding guidelines.
• No misrepresentations; adhere to Provider's AUP and policies when demonstrating or provisioning.
• Comply with Hawaii Unfair and Deceptive Acts or Practices Law (HRS Section 480-2 et seq.).

4. ORDERING, PRICING, AND DISCOUNTS

• Orders submitted via [PORTAL/PO]; acceptance at Provider's discretion.
• Price lists and discount schedules in Schedule 2; Provider may update with notice [X] days.
• Late payments shall accrue interest at [1.0%/month] or the maximum rate permitted under Hawaii law (currently 10% per annum for commercial contracts under HRS Section 478-2).

5. DEAL REGISTRATION

• Partner may register opportunities; registration grants [X] days of protection if approved.

6. SUPPORT AND TRAINING

• Provider supplies training materials; Partner ensures personnel complete required certifications.

7. MARKETING AND BRANDING

• Licensed to use Provider marks per guidelines; no modification.

8. TAXES AND INVOICING

• Partner responsible for taxes on resale; Hawaii General Excise Tax (GET) compliance required per HRS Chapter 237.

9. COMPLIANCE (AUP, EXPORT/SANCTIONS, ANTI-CORRUPTION)

• No sales to sanctioned parties; comply with Hawaii Security Breach of Personal Information Act (HRS Section 487N-1 et seq.).

10. CONFIDENTIALITY AND DATA PROTECTION

• Hawaii Uniform Trade Secrets Act (HRS Section 482B-1 et seq.) governs trade secret claims.
• Data breach notification required under HRS Section 487N-2 without unreasonable delay.

11. IP AND LICENSE

• Provider retains IP in Products/Services; Partner receives limited license to market and resell.

12. WARRANTIES AND DISCLAIMERS

• TO THE EXTENT PERMITTED BY HAWAII LAW, ALL OTHER WARRANTIES ARE DISCLAIMED.

13. INDEMNITIES

• Mutual indemnification for third-party claims.

14. LIMITATION OF LIABILITY

• Cap: fees paid/payable by Partner in prior [12] months.

15. TERM AND TERMINATION

• Initial term [X] years; auto-renewals unless notice [30/60] days prior.

16. EFFECTS OF TERMINATION

• Partner stops holding out as authorized; ceases use of marks.

17. DISPUTE RESOLUTION AND GOVERNING LAW

• Governing Law: Laws of the State of Hawaii.
• Venue: State or federal courts in [Honolulu County], Hawaii.
• JURY WAIVER: TO THE FULLEST EXTENT PERMITTED BY HAWAII LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

18. MISCELLANEOUS

• Hawaii Uniform Electronic Transactions Act (HRS Chapter 489E) governs electronic signatures.

19. SCHEDULES

• Schedule 1: Products/Services and Territory/Segments.
• Schedule 2: Price List and Discounts.

SIGNATURE BLOCK

☐ Provider has reviewed and agrees to the terms
☐ Partner has reviewed and agrees to the terms