RESELLER / CHANNEL PARTNER AGREEMENT

STATE OF NEW MEXICO

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AGREEMENT DATE: [__/__/____]

AGREEMENT NUMBER: [________________________________]

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PARTIES TO THIS AGREEMENT

PROVIDER:

Name: [________________________________]

Principal Business Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Phone: [________________________________]

Email: [________________________________]

State of Organization: [________________________________]

RESELLER/CHANNEL PARTNER:

Name: [________________________________]

Principal Business Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Phone: [________________________________]

Email: [________________________________]

State of Organization: [________________________________]

New Mexico Business Registration Number: [________________________________]

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RECITALS

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

WHEREAS, Reseller desires to obtain the right to market, promote, and resell Provider's products and/or services within the designated territory under the terms and conditions set forth in this Agreement;

WHEREAS, Provider desires to appoint Reseller as an authorized channel partner to expand distribution and market presence in New Mexico and other designated territories;

WHEREAS, the parties wish to establish their respective rights, duties, and obligations in connection with such appointment;

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

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ARTICLE 1: DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.

1.2 "Agreement" means this Reseller/Channel Partner Agreement, including all schedules, exhibits, and amendments hereto.

1.3 "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to trade secrets as defined under N.M. Stat. Ann. § 57-3A-2.

1.4 "Customer" or "End User" means any third party that purchases or licenses Products and/or Services from Reseller for its own use and not for resale.

1.5 "Effective Date" means the date first written above or the date this Agreement is executed by both parties, whichever is later.

1.6 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, and other proprietary rights recognized under applicable law.

1.7 "Marks" means the trademarks, service marks, trade names, logos, and other brand identifiers of Provider as identified in Schedule B.

1.8 "Net Sales" means the gross revenue received by Reseller from the sale of Products and/or Services to Customers, less any returns, credits, allowances, and applicable taxes.

1.9 "Products" means the goods, hardware, software, and other tangible or intangible items listed in Schedule A that Provider authorizes Reseller to market and sell under this Agreement.

1.10 "Services" means the professional services, support services, maintenance services, and other services listed in Schedule A that Provider authorizes Reseller to market and sell under this Agreement.

1.11 "Territory" means the geographic area(s) and/or market segment(s) specified in Schedule C within which Reseller is authorized to conduct resale activities under this Agreement.

1.12 "Provider Materials" means all documentation, marketing materials, technical specifications, training materials, and other materials provided by Provider to Reseller in connection with this Agreement.

1.13 "Purchase Order" means a written order submitted by Reseller to Provider for Products and/or Services in accordance with this Agreement.

1.14 "Reseller Price" or "Partner Price" means the discounted price at which Provider sells Products and/or Services to Reseller, as specified in Schedule D.

1.15 "Suggested Retail Price" or "SRP" means Provider's recommended retail price for Products and/or Services as published in Provider's then-current price list.

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ARTICLE 2: APPOINTMENT AND GRANT OF RIGHTS

2.1 Appointment. Subject to the terms and conditions of this Agreement, Provider hereby appoints Reseller, and Reseller hereby accepts such appointment, as:

☐ Non-Exclusive Reseller within the Territory
☐ Exclusive Reseller within the Territory
☐ Authorized Channel Partner
☐ Value-Added Reseller (VAR)
☐ Systems Integrator
☐ Other: [________________________________]

2.2 Grant of Rights. Provider grants to Reseller a limited, non-transferable right during the Term to:

(a) Market, promote, demonstrate, and resell the Products and Services to Customers within the Territory;

(b) Use Provider's Marks solely in connection with the marketing and resale of Products and Services as expressly permitted herein;

(c) Access and use Provider Materials for purposes of fulfilling Reseller's obligations under this Agreement;

(d) Provide first-level technical support to Customers as specified in Schedule E;

(e) Participate in Provider's partner programs, training, and certification activities.

2.3 Reservation of Rights. All rights not expressly granted herein are reserved by Provider. Without limiting the foregoing:

(a) Provider retains the right to sell Products and Services directly to Customers within the Territory;

(b) Provider retains the right to appoint other resellers, distributors, or channel partners within the Territory unless exclusive rights are expressly granted;

(c) Provider retains all right, title, and interest in and to the Products, Services, Marks, and all associated Intellectual Property.

2.4 No Agency. Reseller is an independent contractor and is not an agent, employee, joint venturer, or legal representative of Provider. Reseller shall have no authority to bind Provider to any agreement, obligation, or liability without Provider's prior written consent.

2.5 New Mexico Business Requirements. Reseller represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its state of organization and is qualified to do business in New Mexico as required by the New Mexico Business Corporation Act (N.M. Stat. Ann. § 53-11-1 et seq.) or applicable provisions for other entity types.

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ARTICLE 3: TERRITORY AND EXCLUSIVITY

3.1 Designated Territory. Reseller's Territory under this Agreement shall be:

☐ State of New Mexico
☐ Specific Counties: [________________________________]
☐ Specific Cities: [________________________________]
☐ Regional Territory: [________________________________]
☐ Market Segment: [________________________________]
☐ Named Accounts (see Schedule C)
☐ Other: [________________________________]

3.2 Exclusivity Terms. (If applicable)

(a) If exclusive rights are granted, Provider agrees not to appoint any other authorized resellers for the Products and Services within the Territory during the Term, subject to Reseller's compliance with the minimum performance requirements set forth in Section 3.3.

(b) Provider reserves the right to sell directly to:
☐ Government entities (including New Mexico state agencies)
☐ Educational institutions
☐ National accounts
☐ Existing customers
☐ Other: [________________________________]

(c) Exclusivity may be revoked upon [____] days' written notice if Reseller fails to meet the minimum performance requirements for [____] consecutive quarters.

3.3 Minimum Performance Requirements. (If applicable)

To maintain appointment (and exclusive rights, if granted), Reseller shall achieve the following minimum performance requirements:

(a) Minimum Annual Purchase Volume: $[________________________________]

(b) Minimum Quarterly Purchase Volume: $[________________________________]

(c) Minimum Number of Active Customers: [________________________________]

(d) Sales Growth Target: [____]% year-over-year

(e) Customer Satisfaction Rating: [____]% or higher

(f) Other Metrics: [________________________________]

3.4 Territory Protection. Reseller shall not actively solicit sales outside the Territory without Provider's prior written consent. For purposes of this Agreement, "actively solicit" means targeted marketing, advertising, or sales efforts directed specifically at customers outside the Territory.

3.5 Leads Outside Territory. If Reseller receives inquiries from prospective customers outside the Territory, Reseller shall:

☐ Refer such leads to Provider
☐ Refer such leads to the authorized reseller for that territory
☐ Process the sale with Provider's approval and pay referral fee of [____]%
☐ Other: [________________________________]

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ARTICLE 4: RESELLER OBLIGATIONS

4.1 General Obligations. Reseller agrees to:

(a) Use commercially reasonable efforts to actively promote and market the Products and Services within the Territory;

(b) Maintain a sufficient inventory of Products to meet reasonably anticipated customer demand;

(c) Maintain qualified personnel knowledgeable about the Products and Services;

(d) Provide Customers with accurate information about Products and Services;

(e) Conduct business in a professional manner that reflects positively on Provider and its Products and Services;

(f) Comply with all applicable federal, state, and local laws, including the New Mexico Unfair Practices Act (N.M. Stat. Ann. § 57-12-1 et seq.).

4.2 Sales and Marketing Obligations. Reseller shall:

(a) Develop and implement a marketing plan for the Territory, subject to Provider's approval;

(b) Participate in Provider-sponsored marketing programs and promotions;

(c) Attend product training sessions and maintain required certifications;

(d) Provide regular sales forecasts and pipeline reports as requested by Provider;

(e) Use only Provider-approved marketing materials and messaging;

(f) Not make any representations, warranties, or guarantees regarding Products and Services that exceed those authorized by Provider.

4.3 Technical and Support Obligations. Reseller shall:

(a) Maintain certified technical personnel as required by Provider;

(b) Provide first-level customer support as specified in Schedule E;

(c) Escalate technical issues to Provider in accordance with established procedures;

(d) Maintain adequate facilities and equipment for demonstrations and support;

(e) Participate in Provider's technical training programs.

4.4 Reporting Obligations. Reseller shall provide Provider with:

(a) Monthly sales reports detailing Products and Services sold, Customers, and revenues;

(b) Quarterly pipeline and forecast reports;

(c) Annual business plans and marketing plans for the Territory;

(d) Customer feedback and market intelligence reports;

(e) Such other reports as Provider may reasonably request.

4.5 Compliance Obligations. Reseller shall:

(a) Maintain all required business licenses and permits in New Mexico;

(b) Comply with all export control laws and regulations;

(c) Comply with all anti-corruption laws, including the Foreign Corrupt Practices Act;

(d) Implement and maintain a compliance program satisfactory to Provider;

(e) Promptly notify Provider of any compliance concerns or violations;

(f) Cooperate with Provider in any compliance audits or investigations.

4.6 Customer Agreements. Reseller shall:

(a) Use Provider-approved customer agreements or ensure that customer agreements include required flow-down provisions;

(b) Include Provider's standard warranty terms and limitations in all customer agreements;

(c) Include appropriate intellectual property protection provisions;

(d) Maintain copies of all customer agreements for audit purposes;

(e) Not grant any rights to Customers that exceed those granted to Reseller under this Agreement.

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ARTICLE 5: PROVIDER OBLIGATIONS

5.1 Product Supply. Provider shall:

(a) Use commercially reasonable efforts to fulfill Reseller's Purchase Orders in a timely manner;

(b) Provide reasonable notice of product discontinuations or material changes;

(c) Maintain product quality consistent with Provider's published specifications;

(d) Provide Reseller with access to Products at the Reseller Prices specified in Schedule D.

5.2 Marketing Support. Provider shall:

(a) Provide Reseller with marketing materials, product documentation, and sales tools;

(b) Provide access to Provider's partner portal and online resources;

(c) Offer co-marketing opportunities and marketing development funds as specified in Schedule F;

(d) Include Reseller in Provider's authorized partner directory.

5.3 Training and Certification. Provider shall:

(a) Provide product and sales training programs for Reseller's personnel;

(b) Offer technical certification programs;

(c) Provide reasonable access to Provider's technical support resources;

(d) Update training materials as Products and Services evolve.

5.4 Technical Support. Provider shall:

(a) Provide second and third-level technical support as specified in Schedule E;

(b) Maintain support response times as specified in Schedule E;

(c) Provide access to technical documentation and knowledge bases;

(d) Communicate product updates, patches, and fixes.

5.5 Communication. Provider shall:

(a) Designate a channel manager or partner contact for Reseller;

(b) Provide reasonable notice of price changes, policy changes, and program updates;

(c) Conduct regular business reviews with Reseller;

(d) Communicate competitive information and market updates.

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ARTICLE 6: ORDERING AND FULFILLMENT

6.1 Purchase Orders. Reseller shall submit Purchase Orders to Provider:

☐ Via Provider's online partner portal
☐ Via email to: [________________________________]
☐ Via EDI
☐ Other: [________________________________]

6.2 Purchase Order Requirements. Each Purchase Order shall include:

(a) Reseller's name, address, and account number;

(b) Product and/or Service descriptions, SKUs, and quantities;

(c) Requested delivery date and shipping instructions;

(d) Ship-to address (if different from Reseller's address);

(e) Purchase Order number;

(f) Any special instructions.

6.3 Order Acceptance. Provider shall accept or reject Purchase Orders within [____] business days of receipt. Acceptance may be communicated by written confirmation, shipment of Products, or commencement of Services. Provider reserves the right to reject orders that:

(a) Exceed Reseller's credit limit;

(b) Request quantities beyond available inventory;

(c) Contain errors or inconsistencies;

(d) Are not in compliance with this Agreement.

6.4 Order Modifications and Cancellations. Reseller may modify or cancel Purchase Orders only with Provider's written consent. Provider may impose restocking fees or cancellation charges for approved modifications or cancellations as follows:

(a) Cancellation more than [____] days before scheduled delivery: No charge

(b) Cancellation [____] to [____] days before scheduled delivery: [____]% of order value

(c) Cancellation less than [____] days before scheduled delivery: [____]% of order value

6.5 Delivery Terms. Unless otherwise specified:

(a) Delivery terms: ☐ FOB Origin ☐ FOB Destination ☐ Other: [________________]

(b) Shipping method: ☐ Provider's discretion ☐ Reseller-specified carrier ☐ Other: [________________]

(c) Risk of loss passes to Reseller upon: [________________________________]

(d) Title to Products passes to Reseller upon: [________________________________]

6.6 Inspection and Acceptance. Reseller shall inspect Products upon receipt and notify Provider of any defects, shortages, or discrepancies within [____] days. Failure to notify Provider within such period shall constitute acceptance of the Products.

6.7 Returns. Products may be returned only in accordance with Provider's then-current return policy. Reseller must obtain a Return Merchandise Authorization (RMA) number before returning any Products. Returns are subject to:

(a) Restocking fee: [____]%

(b) Products must be in original, unopened packaging (unless defective)

(c) Return shipping costs: ☐ Paid by Reseller ☐ Paid by Provider (if defective)

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ARTICLE 7: PRICING AND PAYMENT

7.1 Reseller Prices. Provider shall sell Products and Services to Reseller at the Reseller Prices specified in Schedule D, which represent a discount of [____]% off the Suggested Retail Price.

7.2 Price Changes. Provider may modify Reseller Prices upon [____] days' prior written notice. Price changes shall not affect Purchase Orders accepted before the effective date of the change.

7.3 Suggested Retail Prices. Provider publishes Suggested Retail Prices for informational purposes only. Reseller is free to establish its own resale prices, subject to applicable law.

7.4 Payment Terms.

(a) Payment terms: Net [____] days from invoice date

(b) Payment method: ☐ Check ☐ Wire transfer ☐ ACH ☐ Credit card ☐ Other: [________________]

(c) Currency: United States Dollars (USD)

(d) Payments shall be made to:

Name: [________________________________]

Address: [________________________________]

Bank: [________________________________]

Account Number: [________________________________]

Routing Number: [________________________________]

7.5 Late Payments. Overdue amounts shall bear interest at the rate of [____]% per month (or the maximum rate permitted by New Mexico law, whichever is less). Provider may also:

(a) Suspend shipments and services until account is current;

(b) Modify or revoke credit terms;

(c) Require prepayment or cash on delivery;

(d) Exercise other remedies available under law.

7.6 Taxes. Reseller is responsible for all taxes, duties, and fees arising from its purchase and resale of Products and Services, excluding taxes based on Provider's net income. Reseller shall provide Provider with valid New Mexico tax exemption certificates (Form ACD-31050 or equivalent) where applicable.

7.7 Setoff. Reseller shall not set off any amounts owed to Provider against any claims Reseller may have against Provider without Provider's written consent.

7.8 Credit Terms. Provider may establish credit limits for Reseller and may require:

(a) Credit application and financial information

(b) Personal guarantees

(c) Security interests in inventory

(d) Letters of credit or other security

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ARTICLE 8: DEAL REGISTRATION

8.1 Deal Registration Program. Provider offers a deal registration program to protect Reseller's investment in developing sales opportunities. Reseller may register qualified opportunities through Provider's partner portal.

8.2 Registration Requirements. To register a deal, Reseller must provide:

(a) Customer name and contact information;

(b) Opportunity description and estimated value;

(c) Products and Services involved;

(d) Expected close date;

(e) Competitive situation (if known);

(f) Reseller's value-add and role in the opportunity.

8.3 Registration Approval. Provider shall approve or reject registrations within [____] business days. Approval is at Provider's discretion and may be denied if:

(a) The opportunity is already registered by another partner;

(b) The customer is a Provider direct account;

(c) The opportunity does not meet minimum value thresholds;

(d) The registration information is incomplete or inaccurate.

8.4 Registration Benefits. Approved registrations provide:

(a) Protection period of [____] days from approval date;

(b) Additional discount of [____]% off Reseller Price;

(c) Sales support from Provider's sales team;

(d) Priority on lead referrals for the registered account.

8.5 Registration Expiration. Registrations expire if:

(a) The protection period lapses without a sale;

(b) Reseller fails to demonstrate active engagement;

(c) Reseller loses the opportunity to a competitor;

(d) The registration is withdrawn by Provider due to policy violations.

8.6 Renewal of Registrations. Reseller may request renewal of expiring registrations by demonstrating continued active engagement and realistic close timeline.

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ARTICLE 9: MARKETING AND USE OF MARKS

9.1 Trademark License. Subject to the terms of this Agreement, Provider grants Reseller a limited, non-exclusive, non-transferable license to use the Marks solely in connection with the marketing and resale of Products and Services.

9.2 Trademark Usage Guidelines. Reseller shall:

(a) Use Marks only in the form provided by Provider;

(b) Follow Provider's brand guidelines and style guides;

(c) Include appropriate trademark notices and attributions;

(d) Not modify, abbreviate, or combine Marks with other marks;

(e) Not use Marks in a manner that disparages Provider or damages goodwill;

(f) Not register or attempt to register any Marks or confusingly similar marks.

9.3 Marketing Materials. Reseller shall:

(a) Use only Provider-approved marketing materials;

(b) Submit custom marketing materials to Provider for approval before use;

(c) Include required legal notices and disclaimers;

(d) Not make false or misleading claims about Products or Services;

(e) Comply with all applicable advertising laws, including the New Mexico Unfair Practices Act (N.M. Stat. Ann. § 57-12-2).

9.4 Co-Branding. Any co-branded materials require Provider's prior written approval and must comply with Provider's co-branding guidelines.

9.5 Marketing Development Funds. Provider may provide marketing development funds (MDF) to support Reseller's marketing activities. MDF terms are specified in Schedule F and are subject to:

(a) Prior approval of marketing activities;

(b) Submission of proof of performance;

(c) Compliance with MDF program guidelines;

(d) Availability of funds.

9.6 Public Announcements. Neither party shall issue press releases or public announcements regarding this Agreement without the other party's prior written consent, except as required by law.

9.7 Reseller's Use of Own Marks. Provider acknowledges Reseller's ownership of Reseller's own trademarks and trade names. Neither party acquires any rights in the other party's marks except as expressly provided herein.

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ARTICLE 10: INTELLECTUAL PROPERTY

10.1 Provider's Intellectual Property. Provider retains all right, title, and interest in and to:

(a) Products and all components thereof;

(b) Services and all deliverables;

(c) Marks and all brand elements;

(d) Provider Materials and all content;

(e) Patents, copyrights, trade secrets, and other intellectual property;

(f) All improvements, modifications, and derivative works.

10.2 Restrictions. Reseller shall not:

(a) Reverse engineer, decompile, or disassemble any Products;

(b) Modify, adapt, or create derivative works from Products;

(c) Remove or alter any proprietary notices or labels;

(d) Copy or distribute Provider Materials except as authorized;

(e) Use Provider's intellectual property except as expressly permitted;

(f) Challenge Provider's ownership of any intellectual property.

10.3 Customer Licenses. All Customer rights to use Products and Services are governed by Provider's standard end-user license agreement (EULA) or terms of service. Reseller shall ensure that all Customers agree to such terms before receiving Products or Services.

10.4 Feedback. If Reseller provides suggestions, feedback, or ideas regarding Products or Services ("Feedback"), Provider shall own all rights in such Feedback and may use it without restriction or compensation.

10.5 Third-Party Intellectual Property. Reseller shall respect all third-party intellectual property rights and shall not use Products or Services in a manner that infringes such rights.

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ARTICLE 11: CONFIDENTIALITY

11.1 Confidential Information. Each party acknowledges that it may receive Confidential Information from the other party. Confidential Information includes but is not limited to:

(a) Business plans, strategies, and financial information;

(b) Customer lists, pricing, and sales data;

(c) Product roadmaps and technical specifications;

(d) Trade secrets as defined under N.M. Stat. Ann. § 57-3A-2;

(e) Marketing plans and competitive intelligence;

(f) Any information designated as confidential.

11.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement;

(b) Is rightfully received from a third party without restriction;

(c) Is independently developed without use of Confidential Information;

(d) Was in the receiving party's possession before disclosure;

(e) Is required to be disclosed by law or court order.

11.3 Confidentiality Obligations. Each party agrees to:

(a) Maintain Confidential Information in strict confidence;

(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;

(e) Use at least the same degree of care as for its own confidential information;

(f) Not disclose Confidential Information to any third party without consent.

11.4 Required Disclosures. If a party is required to disclose Confidential Information by law, regulation, or legal process, it shall:

(a) Provide prompt notice to the disclosing party (if permitted);

(b) Cooperate with efforts to obtain protective treatment;

(c) Disclose only the minimum information required.

11.5 Return of Confidential Information. Upon termination of this Agreement or upon request, each party shall:

(a) Return or destroy all Confidential Information;

(b) Certify destruction in writing if requested;

(c) Retain no copies except as required by law or internal policies.

11.6 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of [____] years, except that obligations regarding trade secrets shall continue for as long as such information qualifies as a trade secret under N.M. Stat. Ann. § 57-3A-2.

11.7 Remedies. Each party acknowledges that breach of confidentiality obligations may cause irreparable harm and that the non-breaching party shall be entitled to seek injunctive relief in addition to other remedies, consistent with N.M. Stat. Ann. § 57-3A-3.

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ARTICLE 12: DATA PROTECTION AND PRIVACY

12.1 Compliance with Privacy Laws. Each party shall comply with all applicable data protection and privacy laws, including:

(a) New Mexico personal information privacy laws;

(b) Federal privacy laws applicable to the parties' businesses;

(c) Industry-specific privacy requirements (e.g., HIPAA, GLBA).

12.2 Customer Data. Reseller may collect and process Customer data in connection with the resale of Products and Services. Reseller shall:

(a) Collect only data necessary for the transaction;

(b) Maintain appropriate security measures;

(c) Provide Customers with required privacy notices;

(d) Obtain required consents;

(e) Not sell or share Customer data except as permitted.

12.3 Data Sharing. If Reseller shares Customer data with Provider:

(a) Such sharing shall be limited to data necessary for fulfillment and support;

(b) Provider shall use such data only for authorized purposes;

(c) Parties shall execute a data processing addendum if required by law.

12.4 Security Breach Notification. In the event of a security breach affecting personal information, the affected party shall:

(a) Notify the other party within [____] hours of discovery;

(b) Cooperate in investigation and remediation;

(c) Provide required notifications to affected individuals and regulators as required by New Mexico data breach notification laws;

(d) Take steps to prevent future breaches.

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ARTICLE 13: REPRESENTATIONS AND WARRANTIES

13.1 Mutual Representations. Each party represents and warrants that:

(a) It is duly organized and validly existing under applicable law;

(b) It has full power and authority to enter into this Agreement;

(c) This Agreement constitutes a valid and binding obligation;

(d) Execution of this Agreement does not violate any other agreement;

(e) It will comply with all applicable laws and regulations.

13.2 Provider's Product Warranties. Provider warrants to Reseller that:

(a) Products shall conform to Provider's published specifications;

(b) Products shall be free from defects in materials and workmanship;

(c) Services shall be performed in a professional and workmanlike manner;

(d) Provider has the right to grant the licenses and rights granted herein;

(e) Products do not, to Provider's knowledge, infringe third-party intellectual property rights.

Warranty periods and terms are specified in Schedule G.

13.3 Reseller's Representations. Reseller represents and warrants that:

(a) It has the expertise and resources to perform its obligations;

(b) Its personnel are qualified and properly trained;

(c) It will conduct business ethically and in compliance with law;

(d) It will not make unauthorized representations regarding Products or Services;

(e) It will maintain required licenses and permits.

13.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

13.5 Pass-Through Warranties. Provider's warranties to Customers are set forth in Provider's standard EULA and terms of service. Reseller shall not modify or extend such warranties without Provider's written consent.

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ARTICLE 14: INDEMNIFICATION

14.1 Provider's Indemnification. Provider shall defend, indemnify, and hold harmless Reseller and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Third-party claims that Products infringe intellectual property rights;

(b) Provider's gross negligence or willful misconduct;

(c) Provider's breach of this Agreement;

(d) Product defects causing personal injury or property damage.

14.2 Reseller's Indemnification. Reseller shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Reseller's marketing activities or representations;

(b) Reseller's breach of this Agreement;

(c) Reseller's gross negligence or willful misconduct;

(d) Reseller's failure to comply with applicable laws;

(e) Claims arising from Reseller's modifications to Products;

(f) Reseller's misuse of Provider's Marks.

14.3 Indemnification Procedures. The indemnified party shall:

(a) Provide prompt written notice of any claim;

(b) Grant the indemnifying party sole control of the defense;

(c) Cooperate in the defense at the indemnifying party's expense;

(d) Not settle any claim without the indemnifying party's consent.

14.4 Exclusions from Indemnification. Provider's indemnification obligation does not apply to claims arising from:

(a) Modifications to Products not made by Provider;

(b) Combination of Products with non-Provider products;

(c) Reseller's failure to use updated versions of Products;

(d) Use of Products in violation of this Agreement or documentation.

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ARTICLE 15: LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Limitation on Liability. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 11 (CONFIDENTIALITY) AND ARTICLE 14 (INDEMNIFICATION), AND EXCEPT FOR CLAIMS ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED:

☐ The total fees paid or payable by Reseller to Provider in the [____] months preceding the claim

☐ $[________________________________]

☐ Other: [________________________________]

15.3 Essential Purpose. The parties agree that the limitations set forth in this Article 15 shall apply even if any limited remedy fails of its essential purpose and shall be enforceable to the maximum extent permitted by New Mexico law.

15.4 Allocation of Risk. The parties acknowledge that the limitations of liability reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the parties.

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ARTICLE 16: INSURANCE

16.1 Required Insurance. Reseller shall maintain the following insurance coverage during the Term:

(a) Commercial General Liability: $[________________________________] per occurrence / $[________________________________] aggregate

(b) Professional Liability/Errors & Omissions: $[________________________________] per claim / $[________________________________] aggregate

(c) Cyber Liability: $[________________________________] per claim

(d) Workers' Compensation: As required by New Mexico law (N.M. Stat. Ann. § 52-1-1 et seq.)

(e) Automobile Liability: $[________________________________] combined single limit

(f) Other: [________________________________]

16.2 Insurance Requirements. All insurance policies shall:

(a) Be issued by carriers with A.M. Best rating of A- or better;

(b) Name Provider as additional insured (for general liability);

(c) Provide at least [____] days' notice of cancellation;

(d) Be primary and non-contributory.

16.3 Evidence of Insurance. Reseller shall provide certificates of insurance upon request and prior to commencing activities under this Agreement.

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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. Following the initial term, this Agreement shall:

☐ Automatically renew for successive [____]-year periods unless either party provides written notice of non-renewal at least [____] days before the end of the then-current term

☐ Terminate unless renewed by written agreement of the parties

☐ Convert to a month-to-month agreement terminable upon [____] days' notice

17.3 Termination for Cause. Either party may terminate this Agreement:

(a) If the other party materially breaches this Agreement and fails to cure such breach within [____] days after written notice;

(b) If the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(c) If the other party ceases to conduct business in the normal course;

(d) Immediately, if the other party violates export control or anti-corruption laws.

17.4 Termination for Convenience. Either party may terminate this Agreement for convenience upon [____] days' prior written notice.

17.5 Termination by Provider. Provider may terminate this Agreement immediately upon written notice if:

(a) Reseller fails to meet minimum performance requirements for [____] consecutive periods;

(b) Reseller engages in conduct harmful to Provider's reputation;

(c) There is a change of control of Reseller without Provider's consent;

(d) Reseller breaches confidentiality or intellectual property provisions.

17.6 Effect of Termination. Upon termination or expiration of this Agreement:

(a) All rights granted to Reseller shall immediately terminate;

(b) Reseller shall cease all use of Marks and Provider Materials;

(c) Reseller shall cease holding itself out as an authorized partner;

(d) Reseller shall return or destroy all Confidential Information;

(e) Each party shall pay all amounts owed to the other;

(f) Reseller may fulfill accepted Customer orders for [____] days.

17.7 Inventory Upon Termination. Upon termination:

☐ Provider shall repurchase Reseller's inventory of Products at [____]% of the original purchase price

☐ Reseller may sell through existing inventory for [____] days

☐ Reseller shall destroy all remaining inventory and certify destruction

☐ Other: [________________________________]

17.8 Customer Transition. Upon termination, Reseller shall cooperate with Provider to ensure an orderly transition of Customer relationships, including providing Customer contact information and facilitating introductions to Provider or a successor partner.

17.9 Survival. The following provisions shall survive termination: Article 1 (Definitions), Article 10 (Intellectual Property), Article 11 (Confidentiality), Article 13.4 (Disclaimer), Article 14 (Indemnification), Article 15 (Limitation of Liability), Article 19 (Dispute Resolution), and Article 20 (General Provisions).

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ARTICLE 18: COMPLIANCE AND ETHICS

18.1 Legal Compliance. Reseller shall comply with all applicable laws and regulations in conducting business under this Agreement, including but not limited to:

(a) New Mexico business and licensing laws;

(b) Federal and state consumer protection laws, including the Unfair Practices Act;

(c) Tax laws and filing requirements;

(d) Employment and labor laws;

(e) Environmental laws and regulations.

18.2 Export Control. Reseller shall comply with all applicable export control laws and regulations, including:

(a) U.S. Export Administration Regulations (EAR);

(b) International Traffic in Arms Regulations (ITAR);

(c) Office of Foreign Assets Control (OFAC) sanctions;

(d) Any other applicable export restrictions.

Reseller shall not export, re-export, or transfer Products or technology to prohibited destinations, entities, or individuals.

18.3 Anti-Corruption. Reseller shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws. Reseller shall not:

(a) Offer, pay, or authorize payments of money or anything of value to government officials or others to influence official action;

(b) Engage in commercial bribery or kickbacks;

(c) Falsify books and records;

(d) Fail to maintain accurate records of all transactions.

18.4 Code of Conduct. Reseller agrees to adhere to Provider's Code of Conduct and Ethics Policy as provided separately.

18.5 Audit Rights. Provider may audit Reseller's compliance with this Agreement upon [____] days' notice. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Reseller's operations. If an audit reveals material non-compliance, Reseller shall bear the cost of the audit.

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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 New Mexico, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

19.2 Informal Resolution. Before initiating formal dispute resolution, the parties shall attempt to resolve disputes informally through good-faith negotiation between designated representatives for a period of [____] days.

19.3 Mediation. If informal resolution is unsuccessful, either party may initiate mediation by providing written notice. The mediation shall be conducted:

(a) In Santa Fe, New Mexico (or mutually agreed location);

(b) By a mutually agreed mediator (or appointed by the American Arbitration Association);

(c) In accordance with AAA Commercial Mediation Rules;

(d) With costs shared equally by the parties.

19.4 Dispute Resolution Method. If mediation is unsuccessful, disputes shall be resolved by:

☐ Arbitration:
- Administered by: ☐ American Arbitration Association ☐ JAMS ☐ Other: [________________]
- Number of arbitrators: ☐ One ☐ Three
- Location: Albuquerque, New Mexico
- Rules: Commercial Arbitration Rules
- Judgment on the award may be entered in any court of competent jurisdiction

☐ Litigation:
- Exclusive jurisdiction: State and federal courts located in Bernalillo County or Santa Fe County, New Mexico
- Each party consents to personal jurisdiction and waives objections to venue

19.5 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

19.6 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 rights or Confidential Information without first engaging in mediation or arbitration.

19.7 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

19.8 Limitations Period. Any action arising under this Agreement must be commenced within [____] years after the cause of action accrues, except that actions for breach of confidentiality or intellectual property infringement may be commenced within the applicable statute of limitations.

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ARTICLE 20: GENERAL PROVISIONS

20.1 Entire Agreement. This Agreement, including all schedules and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

20.2 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No amendment shall be effective unless it references this Agreement and states the parties' intent to amend.

20.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver.

20.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

20.5 Assignment. Reseller may not assign this Agreement or any rights or obligations hereunder without Provider's prior written consent. Provider may assign this Agreement to any Affiliate or in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this section shall be void.

20.6 Notices. All notices under this Agreement shall be in writing and shall be delivered:

(a) By personal delivery;

(b) By overnight courier (e.g., FedEx, UPS);

(c) By certified mail, return receipt requested; or

(d) By email (with confirmation of receipt).

Notices shall be sent to the addresses set forth above or to such other address as a party may designate in writing.

20.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, government actions, power failures, or internet outages. The affected party shall provide prompt notice and use reasonable efforts to mitigate the effects.

20.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

20.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein creates any rights in any third party.

20.10 Headings. Section headings are for convenience only and shall not affect interpretation of this Agreement.

20.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding in accordance with N.M. Stat. Ann. § 14-16-1 et seq.

20.12 Construction. This Agreement shall be construed without regard to any presumption against the drafting party. The word "including" means "including but not limited to."

20.13 Order of Precedence. In the event of any conflict between the terms of this Agreement and any schedule, exhibit, or Purchase Order, the order of precedence shall be: (1) this Agreement; (2) schedules and exhibits; (3) Purchase Orders.

20.14 Language. This Agreement is in English. Any translation is for convenience only and shall not affect interpretation.

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ARTICLE 21: SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

PROVIDER:

[________________________________]

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

RESELLER/CHANNEL PARTNER:

[________________________________]

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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SCHEDULE A: PRODUCTS AND SERVICES

A.1 Authorized Products

SKU	Product Name	Description	Reseller Price
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]

A.2 Authorized Services

Service Code	Service Name	Description	Reseller Price
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]
[________________________________]	[________________________________]	[________________________________]	$[________]

A.3 Product Categories

☐ Hardware
☐ Software - Perpetual License
☐ Software - Subscription
☐ Professional Services
☐ Support and Maintenance
☐ Training
☐ Other: [________________________________]

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SCHEDULE B: TRADEMARKS AND MARKS

B.1 Licensed Marks

The following Marks are licensed to Reseller for use in accordance with Article 9:

Mark	Registration Number	Authorized Use
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

B.2 Usage Guidelines

Reseller shall adhere to Provider's Brand Guidelines, available at: [________________________________]

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SCHEDULE C: TERRITORY

C.1 Geographic Territory

☐ Entire State of New Mexico

☐ Specific Counties:
[________________________________]
[________________________________]
[________________________________]

☐ Specific Cities:
[________________________________]
[________________________________]

C.2 Market Segments

☐ All market segments

☐ Specific segments:
☐ Small/Medium Business (SMB)
☐ Enterprise
☐ Government (including New Mexico state agencies)
☐ Education
☐ Healthcare
☐ Tribal Nations
☐ Other: [________________________________]

C.3 Named Accounts

Account Name	Address	Account Type
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

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SCHEDULE D: PRICING AND DISCOUNTS

D.1 Reseller Discount Structure

Tier	Annual Revenue	Discount off SRP
Bronze	$0 - $[________]	[____]%
Silver	$[________] - $[________]	[____]%
Gold	$[________] - $[________]	[____]%
Platinum	$[________]+	[____]%

D.2 Current Tier: [________________________________]

D.3 Special Pricing

[________________________________]

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SCHEDULE E: SUPPORT MODEL

E.1 Support Responsibilities

Support Level	Responsibility	Response Time
Tier 1	Reseller	[____] hours
Tier 2	Provider	[____] hours
Tier 3	Provider	[____] hours

E.2 Support Hours

Provider Support Hours: [________________________________]

Support Contact: [________________________________]

Support Portal: [________________________________]

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SCHEDULE F: MARKETING DEVELOPMENT FUNDS

F.1 MDF Allocation

Annual MDF Allocation: $[________________________________]

F.2 Eligible Activities

☐ Trade shows and events
☐ Digital marketing
☐ Print advertising
☐ Direct mail campaigns
☐ Webinars and seminars
☐ Other: [________________________________]

F.3 Claim Process

[________________________________]

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SCHEDULE G: WARRANTY TERMS

G.1 Product Warranty

Warranty Period: [________________________________]

Coverage: [________________________________]

Exclusions: [________________________________]

G.2 Service Warranty

Warranty Period: [________________________________]

Coverage: [________________________________]

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NEW MEXICO STATUTORY COMPLIANCE NOTICE

This Agreement is subject to and shall be interpreted in accordance with the following New Mexico statutes:

1. N.M. Stat. Ann. Chapter 55 (Uniform Commercial Code) - Governs commercial transactions including sales of goods.

2. N.M. Stat. Ann. § 57-3A-1 et seq. (Uniform Trade Secrets Act) - Protects trade secrets and confidential business information.

3. N.M. Stat. Ann. § 57-12-1 et seq. (Unfair Practices Act) - Prohibits deceptive trade practices and unfair methods of competition.

4. N.M. Stat. Ann. § 14-16-1 et seq. (Uniform Electronic Transactions Act) - Validates electronic signatures and records.

5. N.M. Stat. Ann. § 53-11-1 et seq. (Business Corporation Act) - Governs corporations doing business in New Mexico.

6. N.M. Stat. Ann. § 52-1-1 et seq. (Workers' Compensation) - Governs workers' compensation requirements.

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END OF AGREEMENT