VECTRA NETWORKS, INC.
PARTNER AGREEMENT
This Partner Agreement (this “​Agreement​”) is entered into as of this 1st day of January, 2018 (the “​Effective
Date​”) by and between Vectra Networks, Inc., a Delaware corporation having a principal place of business at
560 South Winchester Blvd., Suite 200, San Jose, CA 95128 (“​Vectra​”) and [​Green Circle​], a [​Jordanian​]
corporation having a principal place of business at [ Saba Trade Center 108 - Yajouz Street- Jubaiha -Amman-
jordan ​] (“​Reseller​”). Each of Vectra and Reseller may hereinafter be referred to as a “​Party​” and collectively
as the “​Parties​.”
1 Definitions
1.1 “​Authorized Customers​” shall mean the
authorized Customers identified in Exhibit A
attached hereto.
1.2 “​Customers​” shall mean end-user customers
solicited by Reseller within the Territory under this
Agreement.
1.3 “Distributor​” shall mean the entity that has
entered into: (i) an agreement with Vectra under
which such entity may distribute Products (as
defined below), and (ii) an agreement with Reseller
under which Reseller may act as a reseller of
Products.
1.4 “​Documentation​” shall mean end-user
manuals and related materials for Products provided
by Vectra to Reseller or Customers under this
Agreement.
1.5 “​Hardware​” shall mean the Vectra hardware
products listed in Exhibit A attached hereto.
1.6 “​Maintenance and Support Services​” shall
mean the maintenance and support services listed in
Exhibit A attached hereto and provided by Vectra to
Customers under this Agreement.
1.7 “​Products​” shall mean the Hardware,
Software, Documentation, Subscriptions, and
Maintenance and Support Services, in each case
that are listed in Exhibit A attached hereto, as such
Hardware, Software, Documentation, Subscriptions
and Maintenance and Support Services may be
changed or abandoned by Vectra in Vectra’s
discretion from time to time during the term of this
Agreement.
1.8 “​Software​” shall mean the Vectra software
products listed in Exhibit A attached hereto in
machine executable object code format and Updates
thereto.
1.9 “​Subscriptions​” shall mean the
subscription-based Software or services listed in
Exhibit A attached hereto and provided by Vectra to
Reseller or Customers under this Agreement.
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
1.10 “​Territory​” shall mean the geographic
territory identified in Exhibit A attached hereto.
1.11 “​Updates​” shall mean error corrections and
bug fixes that Vectra generally makes available to
Customers without additional charge as part of
Maintenance and Support Services, but excluding
new versions of Software that contain significant
new features or functionality, as determined by
Vectra in Vectra’s sole discretion.
2 Appointment
2.1 Appointment​. Subject to the terms and
conditions of this Agreement, Vectra hereby
appoints Reseller, and Reseller hereby accepts the
appointment, as a non-exclusive reseller of Products
to the Authorized Customers in the Territory.
2.2 Software License​. Notwithstanding the
rights granted in Section 2.1 above, Software and
Subscriptions provided to Reseller or Customers
under this Agreement are subject to license and not
sale. Prior to licensing Software and/or
Subscriptions, or providing Managed Services, to
Customers, Reseller shall ensure that each
Customer has read and agreed to the terms and
conditions of Vectra’s then-current End User License
Agreement as provided by Vectra to Reseller from
time to time during the term of this Agreement, the
current version of which is available at the URL
www.vectranetworks.com/support/eula/ (the
“​EULA​”). Reseller will promptly notify Vectra of any
breach or non-compliance with the EULA or this
Agreement of which Reseller becomes aware.
Reseller will not provide any Products or Updates to
any Customer who breaches the EULA without the
prior written consent of Vectra. Upon request of
Vectra, Reseller will diligently assist Vectra to
enforce the EULA and use its best efforts to ensure
that Customers abide by the terms of the EULA.
Reseller shall not, and shall not authorize any third
party to, copy, modify, alter, reverse engineer,
disassemble or decompile the Products.
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2.3 No Other Rights​. Except as expressly
provided herein, no right, title or interest is granted
by Vectra to Reseller. Reseller is not authorized to
resell any Vectra products other than the Products,
and Vectra reserves the unrestricted right to market,
distribute, sell and license the Products inside and
outside the Territory, either directly or indirectly, and
for any and all uses.
3 Obligations of Reseller
3.1 Diligence​. Reseller shall use its reasonable
efforts to promote the marketing and resale of the
Products to realize the maximum sales potential for
the Products in the Territory. Except as expressly
set forth herein, Reseller shall be solely responsible
for all costs and expenses related to the advertising,
marketing, promotion, sale and resale of the
Products in the Territory, for the provision of
Managed Services, and for otherwise performing its
obligations hereunder.
3.2 Compliance​. In advertising, marketing and
selling the Products and otherwise performing under
this Agreement, Reseller shall (i) not engage in any
deceptive, misleading, illegal or unethical practices;
(ii) not make any representations, warranties or
guarantees concerning the Products that are
inconsistent with or in addition to those made by
Vectra in this Agreement; and (iii) comply with all
applicable federal, state and local laws and
regulations.
3.3 Source​. In order to assure the authenticity
and quality of the Products and Maintenance and
Support Services, Reseller shall obtain any and all
Products and Maintenance and Support Services
solely from Vectra or Vectra’s designee. Reseller
shall not obtain Products or Maintenance and
Support Services from any other source without
Vectra’s prior written approval.
3.4 Trained Personnel​. Reseller shall complete,
at its own expense, all training that Vectra requires
for its partner type and tier. Reseller will use
reasonable commercial efforts to complete training
within ninety (90) days after the training becomes
available from Vectra, or earlier as specified by
Vectra.
3.5 Insurance​. During all times in which
Reseller has possession of Products for which
Vectra has not received payment in full, Reseller
shall obtain and keep in force comprehensive,
general liability insurance with limits at least equal to
the total retail value of all such Products and naming
Vectra as a loss payee.
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
3.6 Products for Reseller Use​. Reseller may
order and use Products for demonstration and
internal purposes; provided that Reseller pay
Vectra’s then-current Price for any such Products
pursuant to Vectra’s Not-For-Resale program, and
the use of any Software shall be governed by the
terms and conditions of the EULA.
4 Marketing Materials
4.1 Marketing Materials​. Vectra, at its expense,
shall periodically provide Reseller with reasonable
quantities of Vectra’s advertising and promotional
materials, pricing information and technical data
related to the Products in English, in each case to
the extent Vectra in its discretion makes such
materials generally available to its resellers other
than Reseller; provided that Reseller shall pay the
freight costs and other taxes and duties applicable to
any such items provided or the delivery thereof.
Reseller may modify the materials described in this
Section 4.1 only with Vectra’s prior written approval.
4.2 Translation; Localization​. At Vectra’s sole
option, Vectra will translate or localize the Products
for use within the Territory. Reseller may translate
the Documentation only with Vectra’s prior written
consent, it being understood that Reseller hereby
assigns to Vectra all ownership rights in and to
translated versions of the Documentation.
5 Resale of Products
5.1 Order and Acceptance​. All orders for
Products submitted by Reseller shall be initiated
through Distributor. Reseller agrees that all orders
shall be governed by this Agreement, regardless of
any additional or conflicting term in Reseller’s order.
All orders for Products are subject to acceptance by
Vectra in writing. Vectra shall have no liability to
Reseller with respect to purchase orders that are not
accepted. No partial acceptance of a purchase
order shall constitute the acceptance of an entire
order, absent the written acceptance of such entire
order. To facilitate Vectra’s production scheduling,
Reseller shall submit purchase orders to Distributor
in accordance with Vectra’s lead times then in effect
which shall be communicated to Reseller upon
Reseller’s request. Notwithstanding the foregoing,
Reseller acknowledges and agrees that the
shipment and delivery dates are estimates only.
6 Maintenance and Support Services
All Maintenance and Support Services are subject to
the terms and conditions of the EULA. Prior to
selling Maintenance and Support Services, Reseller
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shall ensure that each Customer has read and
agreed to the terms and conditions of the EULA.
Maintenance and Support Services shall be provided
by Vectra directly to Customers. Reseller shall not
provide any Maintenance and Support Services to
Customers.
7 Product Changes
Vectra reserves the right from time to time in its sole
discretion, without incurring any liability to Reseller
with respect to any previously placed purchase
order, to discontinue or to limit its production of any
Product; to allocate, terminate or limit deliveries of
any Product in time of shortage; to alter the design
or construction of any Product; to add new and
additional products to the Products; and upon
reasonable notice to Reseller, to change its sales
and distribution policies, not inconsistent with the
terms of this Agreement.
8 Limited Warranty
8.1 Limited Warranty​. Hardware as delivered by
Vectra will be free from material defects in materials
and workmanship for a period of ninety (90) days
from the date of shipment. Reseller’s sole remedy,
and Vectra's exclusive liability, with respect to such
warranty will be to repair, replace or provide a refund
of the purchase price (at Vectra’s option) for the
defective Hardware or portion thereof, subject to
return within the applicable warranty period in
accordance with Vectra’s return materials
authorization (RMA) procedures and provided the
defect is not due to accident; unusual physical,
electrical or electromagnetic stress; neglect;
modification, alteration or misuse; or failure to
properly install, operate and maintain in accordance
with the manufacturer's specifications. Software and
Subscriptions are subject to Maintenance and
Support and not warranty. Vectra does not warrant
that Product will meet Reseller’s or Customer's
requirements or function uninterrupted or error free.
8.2 Disclaimer of Warranties​. EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 8.1 ABOVE,
VECTRA MAKES NO WARRANTIES OR
CONDITIONS, EXPRESS, STATUTORY, IMPLIED
OR OTHERWISE, AND VECTRA SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
NOTWITHSTANDING THE FOREGOING, VECTRA
DOES NOT EXCLUDE LIABILTY TO THE EXTENT
THAT SUCH LIABILITY MAY NOT BE EXCLUDED
OR LIMITED BY LAW.
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
8.3 Reseller Limitations​. Except to the extent
required by applicable law, Reseller shall not pass
on to its Customers a warranty of greater scope or
protection than the warranty (including the limited
remedy, exclusions and limitation of liability) set forth
in this Section 9 and Section 14 below and shall
disclaim any such warranties on behalf of its
suppliers. Reseller shall indemnify, defend and hold
harmless Vectra from any claim or liability arising out
of or relating to breach of the foregoing provisions of
this Section 8.3 or representations or warranties
which exceed Vectra’s express warranties set forth
in this Section 8.
8.4 Product Returns​. During the warranty
period, Customers may return Products that fail to
conform to the foregoing warranty set forth in
Section 8.1 in accordance with Vectra’s then-current
RMA process. Reseller shall have no authority to
receive or process warranty claims from Customers.
9 Term and Termination
9.1 Term​. This Agreement shall commence
upon the Effective Date and continue in full force
and effect for a term of three (3) years, unless earlier
terminated in accordance with the provisions of this
Agreement. This Agreement will be automatically
renewed for subsequent one (1) year terms unless
earlier terminated.
9.2 Termination by Vectra​. Vectra may
terminate this Agreement effective upon written
notice to Reseller stating its intention to terminate in
the event:
(a) Reseller breaches any of the provisions of
Sections 2 or 10;
(b) any law, decree, or regulation is enacted by
the government of the Territory which would
impair or restrict (i) the right of Vectra to
terminate or elect not to renew this
Agreement as herein provided, (ii) Vectra’s
right, title or interest in the Products or the
intellectual property rights therein, or (iii)
Vectra’s rights to receive the payments
under this Agreement; or
9.3 Termination for Cause​. Without limiting the
termination rights in Section 9.2, either Party may
terminate this Agreement effective upon written
notice to the other Party stating such Party’s
intention to terminate, in the event the other Party:
(a) ceases to function as a going concern or to
conduct operations in the normal course of
business;
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 (b) has a petition filed by or against it under any
state or federal bankruptcy or insolvency law
which petition has not been dismissed or set
aside within sixty (60) days of its filing; or
(c) fails to perform any of its material obligations
under this Agreement so as to be in default
hereunder and fails to cure such default
within thirty (30) days after written notice of
such default.
9.4 Termination for Convenience​. Either Party
may terminate this Agreement at its convenience
upon sixty (60) days written notice to the other Party.
9.5 No Liability for Termination​. Except as
expressly required by law, in the event of termination
of this Agreement by either Party in accordance with
any of the provisions of this Agreement, neither
Party shall be liable to the other, because of such
termination, for compensation, reimbursement or
damages on account of the loss of prospective
profits or anticipated sales or on account of
expenditures, inventory, investments, leases or
commitments in connection with the business or
goodwill of Vectra or Reseller. Termination shall not,
however, relieve either Party of obligations incurred
prior to the termination. If notwithstanding the
foregoing it is established by a court of competent
jurisdiction or by binding arbitration that Vectra is
required to pay Reseller any compensation for
termination or non-renewal of this Agreement, the
liability of Vectra shall be limited to the lower of
either (i) Reseller’s net profit earned during the six
(6) months prior to such termination or non-renewal
as confirmed by an independent auditor selected by
Vectra, or (ii) fifteen percent (15%) of the total
amount of Reseller’s purchases of Products from
Vectra in such six (6) month period.
9.6 Survival​. In addition to the provisions set
forth in this Section 9.6, the following provisions shall
survive the expiration or termination of this
Agreement: Sections 8, 9.4-9.6, 10, 13, 15 and the
last sentence of Section 11.2.
9.7 Return of Materials​. All Software,
Subscriptions, trademarks, marks, trade names,
patents, copyrights, designs, drawings, formulas or
other data, photographs, samples, literature, and
sales and promotional aids of every kind shall
remain the property of Vectra. Within thirty (30)
days after the effective date of termination of this
Agreement, Reseller shall at Vectra’s option destroy
all tangible items bearing, containing, or contained in
any of the foregoing in its possession or control and
provide written certification of such destruction, or
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
prepare such tangible items for shipment to Vectra
or Vectra’s designee, as Vectra may direct, at
Vectra’s expense. Reseller shall not make or retain
any copies of any Confidential Information (as
defined in Section 10 below) which may have been
entrusted to it.
10 Confidentiality and Proprietary Rights
10.1 Confidentiality​. Reseller acknowledges that
by reason of its relationship to Vectra hereunder it
will have access to certain information and materials
concerning Vectra’s business, plans, Customers,
technology, and products that are confidential and of
substantial value to Vectra, which value would be
impaired if such information were disclosed to third
parties (“Confidential Information”). Reseller agrees
that it will not use in any way for its own account or
the account of any third party, nor disclose to any
third party, any Confidential Information revealed to
it by Vectra. Reseller shall take every reasonable
precaution to protect the confidentiality of
Confidential Information. Upon request by Reseller,
Vectra shall advise whether or not it considers any
particular information or materials to be confidential.
Reseller shall not publish any technical description
of the Products beyond the description published by
Vectra. In the event of expiration or termination of
this Agreement, Reseller shall not use or disclose
any Confidential Information of Vectra, and Reseller
shall not manufacture or have manufactured any
devices, components or assemblies utilizing any of
Vectra’s Confidential Information.
10.2 Proprietary Rights​. Reseller agrees that
Vectra retains all of its right, title and interest in and
to all patent rights, trademarks, trade names,
inventions, copyrights, know-how, trade secrets and
Confidential Information relating to the Products and
the design, manufacture, operation or service of the
Products. The use by Reseller of any of these
proprietary rights is authorized only for the purposes
set forth herein, and upon expiration or termination
of this Agreement for any reason such authorization
will cease. Reseller shall not (and shall require that
Customers do not) remove, alter, cover or obfuscate
any copyright notices or other proprietary rights
notices placed or embedded by Vectra on or in any
Product.
11 Trademarks
11.1 Trademarks​. During the term of this
Agreement, Reseller shall have the right to indicate
to the public that it is an authorized reseller of
Vectra’s Products and to advertise such Products
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under the trademarks, marks, and trade names of
Vectra set forth at the URL
www.vectranetworks.com/company/trademarks (the
“​Vectra Trademarks​”) and in the promotion and
distribution of the Products; provided, however, that
upon thirty (30) days prior written notice to Reseller,
Vectra may substitute alternative marks for any or all
of the Vectra Trademarks. All representations of the
Vectra Trademarks that Reseller intends to use shall
first be submitted to Vectra for approval (which shall
not be unreasonably withheld) of design, color and
other details or shall be exact copies of those used
by Vectra. In addition, Reseller shall fully comply
with all reasonable guidelines, if any, communicated
by Vectra concerning the use of the Vectra
Trademarks.
11.2 Use​. Reseller shall not alter or remove any
of the Vectra Trademarks affixed to the Products by
Vectra. Except as set forth in this Section 11,
nothing contained in this Agreement shall grant or
shall be deemed to grant to Reseller any right, title
or interest in or to the Vectra Trademarks. All uses
of the Vectra Trademarks will inure solely to Vectra
and Reseller shall obtain no rights with respect to
any of the Vectra Trademarks, other than the right to
resell Products as set forth herein, and Reseller
hereby irrevocably assigns to Vectra all such right,
title and interest, if any, in any of the Vectra
Trademarks. At no time during or after the term of
this Agreement, shall Reseller challenge or assist
others to challenge the Vectra Trademarks (except
to the extent expressly prohibited by applicable law)
or the registration thereof or attempt to register any
trademarks, marks or trade names confusingly
similar to those of Vectra. Upon expiration or
termination of this Agreement, Reseller shall
immediately cease to use the Vectra Trademarks
and any listing by Reseller of Vectra’s name in any
telephone book, directory, public record or
elsewhere, shall be removed by Reseller as soon as
possible, but in any event not later than the
subsequent issue of such publication.
11.3 Registered User Agreements​. Vectra and
Reseller shall enter into registered user agreements
with respect to the Vectra Trademarks pursuant to
applicable trademark law requirements in the
Territory. Reseller shall be responsible for proper
filing of the registered user agreement with
government authorities within the Territory and shall
pay all costs or fees associated with such filing.
12 Indemnification
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
12.1 Indemnity by Vectra​. Reseller agrees that
Vectra has the right to defend, or at its option to
settle, and Vectra agrees, at its own expense, to
defend or at its option to settle, any third party claim,
suit or proceeding (collectively, “​Action​”) brought
against Reseller alleging the Products infringe any
United States patent in existence as of the Effective
Date, subject to the limitations set forth herein.
Vectra will have sole control of any such Action or
settlement negotiations, and Vectra agrees to pay,
subject to the limitations set forth herein, any final
judgment entered against Reseller on such issue in
any such Action defended by Vectra. Reseller
agrees that Vectra will be relieved of the foregoing
obligations unless Reseller notifies Vectra promptly
in writing of such Action, gives Vectra authority to
proceed as contemplated herein, and gives Vectra
proper and full information and assistance to settle
and/or defend any such Action. If it is adjudicatively
determined, or if Vectra believes, that the Products,
or any part thereof, infringe any patent, copyright or
trademark, or if the sale or use of the Products, or
any part thereof, is, as a result, enjoined, then
Vectra may, at its election, option and expense: (i)
procure for Reseller the right under such patent,
copyright or trademark to sell or use, as appropriate,
the Products or such part thereof; (ii) replace the
Products, or part thereof, with other noninfringing
suitable Products or parts; (iii) suitably modify the
Products or part thereof; or (iv) remove the Products,
or part thereof, terminate distribution or sale thereof
and refund the payments paid by Reseller for such
Products less a reasonable amount for use and
damage. Vectra will not be liable for any costs or
expenses incurred without its prior written
authorization, or for any installation costs of any
replaced Products.
12.2 Reseller will defend, indemnify, and hold
harmless Vectra and its affiliates, licensors,
suppliers, officers, directors, employees, and agents
from and against any and all damage, cost, liability,
or expenses (including court costs and reasonable
attorneys’ fees) incurred as a result of claims of third
parties arising from or that are based upon: (a)
Reseller’s breach of this Agreement; (b) Reseller’s
non-compliance with local law; or (c) Reseller’s
failure to pay any taxes, levies, or duties imposed by
taxing authorities. Reseller agrees to seek
indemnification obligations which are no less
stringent than the foregoing from any Distributor with
which it contracts directly.
12.3 Limitations​. Notwithstanding the provisions
of Section 12.1 above, Vectra has no liability to
5
Reseller for (i) any patent or copyright infringement
claims alleging infringement by completed
equipment or any assembly, circuit, combination,
method or process in which any of the Products may
be used but not covering the Products standing
alone; (ii) any trademark infringement claims
involving any marking or branding not applied by or
requested by Vectra, or involving any marking or
branding applied by Vectra at the request of
Reseller; or (iii) the modification of the Products, or
any part thereof, unless such modification was made
by Vectra, where such infringement would not have
occurred but for such modifications.
12.4 Disclaimer​. VECTRA’S LIABILITY ARISING
OUT OF OR RELATING TO THIS SECTION 12
SHALL NOT EXCEED THE AGGREGATE
AMOUNTS PAID BY RESELLER TO
DISTRIBUTOR FOR THE ALLEGEDLY
INFRINGING PRODUCTS THAT ARE THE
SUBJECT OF THE INFRINGEMENT CLAIM. THE
FOREGOING PROVISIONS OF THIS SECTION 12
STATE THE ENTIRE LIABILITY AND
OBLIGATIONS OF VECTRA AND THE EXCLUSIVE
REMEDY OF RESELLER AND ITS CUSTOMERS,
WITH RESPECT TO ANY ALLEGED PATENT,
COPYRIGHT OR TRADEMARK INFRINGEMENT
BY THE PRODUCTS OR ANY PART THEREOF.
13 Limitation of Liability
13.1 Limitation of Liability​. VECTRA’S TOTAL
LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT (INCLUDING ANY COSTS OR
LIABILITIES INCURRED UNDER SECTIONS 9.5
AND 10) SHALL NOT EXCEED THE AMOUNTS
PAID BY RESELLER TO DISTRIBUTOR
HEREUNDER. IN NO EVENT SHALL VECTRA’S
LIABILITY ARISING OUT OR RELATING TO ANY
PRODUCT OR MAINTENANCE AND SUPPORT
SERVICES EXCEED THE AMOUNT PAID BY
RESELLER FOR SUCH PRODUCT OR
MAINTENANCE AND SUPPORT SERVICES
UNDER THIS AGREEMENT. IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR LOST PROFITS,
COST OF PROCUREMENT OF SUBSEQUENT
GOODS, OR ANY OTHER SPECIAL, RELIANCE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES,
HOWEVER CAUSED AND UNDER ANY THEORY
OF LIABILITY WHETHER BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE. THE FOREGOING LIMITATIONS
SHALL APPLY REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.
14 Compliance with Laws
14.1 Export Control​. Reseller understands and
acknowledges that Vectra is subject to regulation by
agencies of the United States Government, including
but not limited to the U.S. Department of Commerce,
which prohibit export or diversion of certain products
and technology to certain countries. Any and all
obligations of Vectra to provide the Products, as well
as any other technical information or assistance,
shall be subject in all respects to such United States
laws and regulations as shall from time to time
govern the license and delivery of technology and
products abroad by persons subject to the
jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any
successor legislation, and the Export Administration
Regulations issued by the Department of
Commerce, Bureau of Export Administration.
Reseller agrees to cooperate with Vectra, including
without limitation by providing required
documentation, in order to obtain export licenses or
exemptions therefrom. Reseller warrants that it will
comply with the Export Administration Regulations
and other United States laws and regulations
governing exports in effect from time to time.
Without in any way limiting the provisions of this
Agreement, Reseller agrees that unless prior written
authorization is obtained from the Bureau of Export
Administration or the Export Administration
Regulations explicitly permit the reexport without
such written authorization, it will not export, reexport,
or transship, directly or indirectly, the Products or
any technical data disclosed or provided to Reseller,
or the direct product of such technical data, to
country groups Q, S, W, Y or Z (as defined in the
Export Administration Regulations) or to any other
country as to which the U.S. Government has placed
an embargo against the shipment of products, which
is in effect during the term of this Agreement.
14.2 Governmental Approvals​. Reseller
represents and warrants that it has obtained all
required approvals of the government within the
Territory in connection with this Agreement and that
the provisions of this Agreement and the rights and
obligations of the Parties hereunder, are enforceable
under the laws within the Territory.
15 Miscellaneous
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15.1 Independent Contractors​. The relationship
of Vectra and Reseller established by this
Agreement is that of independent contractors, and
neither Party is an employee, agent, partner or joint
venturer of the other. All financial obligations
associated with Reseller’s business are the sole
responsibility of Reseller. All sales, services and
other agreements between Reseller and Customers,
are Reseller’s exclusive responsibility and will have
no effect on Reseller’s obligations under this
Agreement.
15.2 Assignment​. Reseller may not transfer or
assign its rights or obligations under this Agreement
without the prior written consent of Vectra. Subject
to the foregoing sentence, this Agreement will be
binding upon and inure to the benefit of the Parties
hereto, their successors and assigns.
15.3 Indemnity by Reseller​. Except for warranty
claims for which Vectra is liable under Section 8 and
infringement claims covered by Section 12, Reseller
agrees to indemnify and hold Vectra harmless
against any cost, loss, liability or expense (including
attorneys’ fees) arising out of third party claims
against Vectra relating to (i) Reseller’s use and
distribution of the Products and (ii) Reseller’s
provision of any services (including without limitation
Managed Services) for any Customer.
15.4 No Implied Waivers​. The failure of either
Party at any time to require performance by the
other of any provision hereof shall not affect the right
of such Party to require performance at any time
thereafter, nor shall the waiver of either Party of a
breach of any provision hereof be taken or held to be
a waiver of a provision itself.
15.5 Severability​. If any provision of this
Agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions
will nevertheless remain in full force and effect. The
Parties agree to renegotiate in good faith those
provisions so held to be invalid to be valid,
enforceable provisions which provisions shall reflect
as closely as possible the original intent of the
Parties, and further agree to be bound by the
mutually agreed substitute provision.
15.6 Force Majeure​. Except for payment of
monies, neither Party shall be liable for failure to
fulfill its obligations under this Agreement or any
purchase order issued hereunder or for delays in
delivery due to causes beyond its reasonable
control, including but not limited to acts of God,
man-made or natural disasters, earthquakes, fire,
riots, flood, material shortages, strikes, delays in
VECTRA NETWORKS - CONFIDENTIAL INFORMATION
transportation or inability to obtain labor or materials
through its regular sources. The time for
performance of any such obligation shall be
extended for the time period lost by reason of the
delay.
15.7 Conflicting Terms​. The Parties agree that
the terms and conditions of this Agreement shall
prevail, notwithstanding contrary or additional terms
in any purchase order, sales acknowledgement,
confirmation or any other document issued by either
Party effecting the purchase and/or sale of Products.
15.8 Headings​. Headings of paragraphs herein
are inserted for convenience of reference only and
shall not affect the construction or interpretation of
this Agreement.
15.9 Liability of Vectra​. The provisions of this
Agreement under which the liability of Vectra is
excluded or limited shall not apply to the extent that
such exclusions or limitations are declared illegal or
void under the laws applicable in the Territory in
which Products are sold, unless the illegality or
invalidity is cured under the laws of the Territory by
the fact that the law of California governs this
Agreement.
15.10 Foreign Corrupt Practices Act​. In conformity
with the United States Foreign Corrupt Practices Act
and with Vectra’s established corporate policies
regarding foreign business practices, Reseller and
its employees and agents shall not directly or
indirectly make any offer, payment, or promise to
pay; authorize payment; nor offer a gift, promise to
give, or authorize the giving of anything of value for
the purpose of influencing any act or decision of an
official of any government within the Territory or the
United States Government (including a decision not
to act) or inducing such a person to use his or her
influence to affect any such governmental act or
decision in order to assist Vectra in obtaining,
retaining or directing any such business.
15.11 Notice​. Any notice required or permitted to
be given under this Agreement shall be delivered (i)
by hand; (ii) by registered or certified mail, postage
prepaid, return receipt requested, to the address of
the other Party first set forth above, or to such other
address as a Party may designate by written notice
in accordance with this Section 15.11; (iii) by
overnight courier; or (iv) by fax with confirming letter
mailed under the conditions described in (ii) above.
Notice so given shall be deemed effective when
received, or if not received by reason of fault of
addressee, when delivered.
7
15.12 Entire Agreement​. This Agreement contains
the entire understanding of the Parties with respect
to the subject matter hereof and supersedes all prior
agreements relating thereto, written or oral, between
the Parties. This Agreement supersedes all
pre-printed terms and conditions contained in any
purchase order or other business form submitted
hereafter by Reseller and any inconsistent
non-pre-printed terms, all of which are specifically
rejected and excluded. No waiver, modification or
amendment of this Agreement shall be valid unless
in writing signed by each Party.
15.13 Governing Law​. This Agreement shall be
governed by and construed under the laws of the
State of California, without regard to conflict of laws
principles or the U.N. Convention on Contracts for
the International Sale of Goods.
15.14 Arbitration​. Any dispute or claim arising out
of or in relation to this Agreement, or the
interpretation, making, performance, breach or
termination thereof, shall be finally settled by binding
arbitration administered by the International Centre
for Dispute Resolution in accordance with its
International Arbitration Rules. The number of
arbitrators shall be three and the place of the
arbitration shall be Santa Clara County, California.
Judgment on the award by the arbitrators may be
entered in any court having jurisdiction thereof. Any
monetary award shall be in United States Dollars
and the arbitration shall be conducted in the English
language. The Parties may apply to any court of
competent jurisdiction for temporary or permanent
injunctive relief, without breach of this Section 15.14
and without any abridgement of the powers of the
arbitrator.
15.15 Language​. This Agreement is in the English
language only, which language shall be controlling in
all respects, and all versions hereof in any other
language shall not be binding on the Parties. All
communications and notices to be made or given
pursuant to this Agreement shall be in the English
language.
15.16 Counterparts​. This Agreement may be
executed in two or more counterparts, each of which
shall be deemed an original and all of which together
shall constitute one instrument.

VECTRA NETWORKS - CONFIDENTIAL INFORMATION 8

_______________________________________________________________________________________

IN WITNESS WHEREOF​, the Parties hereto have executed this Agreement as of the Effective Date.

VECTRA NETWORKS, INC. Green Circle Co

___________________________ ​(​RESELLER)

By: By:

Name: Name: Ziad Al-Sarahneh

Title: Title: Marketing Director

Date: Date: 05/02/2018
 
 

VECTRA NETWORKS - CONFIDENTIAL INFORMATION 9

 EXHIBIT A

SPECIAL TERMS

I. Authorized Customers

● Any customer agreeing to the Vectra End User License Agreement and not subject to any export
compliance restrictions.

II. Territory

● Jordan

III. Vectra Products

● Any product on the current Vectra price list as made available by either Vectra Networks Inc or
the regional distribution partner.

IV. List Pricing

● As provided by Vectra within a formal quote or the Vectra Authorized Distributor

● Reseller Discounts as detailed in the Vectra Networks Partner program

● Non standard pricing may be required on an ad-hoc basis and in these situations standard
reseller discounts apply to non standard list prices.

V. Minimum Sale Amount

● No minimum transaction volume is required however upon achievement of revenue thresholds as

detailed in the Vectra Networks Partner Program additional benefits may be realized.

VI. Managed Services

Reseller may provide managed services to the Authorized Customers in the Territory as set forth in Section I
of this Exhibit A (“​Managed Services​”). Managed Services include, and Reseller shall provide directly to
Authorized Customers: (1) installation and configuration of the Products and (2) day-to-day operational
support (including detection monitoring and detection reviews), management and supervision of the Products.
Reseller will notify Vectra in writing prior to the commencement of Managed Services in each instance,
specifying the Authorized Customer who will receive such Managed Services, the location of such Authorized
Customer site, the start date of the Managed Services, and the quantity and type of Products deployed at
such Authorized Customer.

VECTRA NETWORKS - CONFIDENTIAL INFORMATION 10