Cisco Agreement

INDIRECT CHANNEL PARTNER AGREEM ENT
To re gis te r as an Indire ct Channe l Partne r w ith Cis co, your com pany m us t acce pt the te rm s and
conditions of this Indire ct Channe l Partne r Agre e me nt (the "Agre e ment"). This Agre e ment applies to
all “Re gis te re d Partne rs”, as de fine d in Part A be low .
This Agreement is entered into by and betw een the company you identif ied in the applicable Partne r
Registration Application ("Re gis te re d Partne r") and Cisco. For purposes of this Agreement, Cisco is def ined
as f ollow s:
 If Registered Partner’s principal place of business is located in Canada, “ Cis co” is def ined as Cisco
Systems Canada Co., a Canadian corporation having its principal place of business at 88 Queens
Quay West, Suite 2900, Toronto, Ontario, M5J 0B8, Canada.
 If Registered Partner’s principal place of business is located in China (excluding Hong Kong, Macau and
Taiwan), for innovative businesses categories offered by Cisco (China) Innovation Technology co., Ltd.,
“Cisco” is defined as Cisco (China) Innovation Technology Co., Ltd., a company organized and existing under
the laws of China having its registered address at Room 303, No. 79, Wan Bo Er Road, Nan Cun town, Panyu
District, Guangzhou, Guangdong Province, China. If Registered Partner’s principal place of business is located
in China (excluding Hong Kong, Macau and Taiwan), for Products and Services offered by Cisco China
Company, Limited, “Cisco” is defined as Cisco China Company, Limited, having its principal place of Building
No.3, 19 and 20 Floor, Wangjiang International Center, Shangcheng District, Hangzhou City, China.
 If Registered Partner’s principal place of business is located in Japan, “ Cis co” is def ined as Cisco
Systems G.K., a Japanese corporation having its principal place of business at 9.7.1 , Akasaka,
Minato-ku, Tokyo 107-6227, Japan.
 If Registered Partner’s principal place of business is located in Latin America (excluding Brazil) or
the Caribbean or the United States of America (the “United States”), “Cis co” is def ined as Cisco
Systems, Inc., a Calif ornia corporation having its principal place of business at 170 West Tasma n
Drive, San Jose, Calif ornia 95134, United States.
 If Registered Partner’s principal place of business is located in Brazil, f or Products and Services
of f ered by Cisco Systems, Inc. in the Territory, “Cis co” is def ined as Cisco Systems, Inc., a Calif orn ia
corporation having its principal place of business at 170 West Tasman Drive, San Jose, Calif orn ia
95134, United States. If Registered Partner’s principal place of busines s is located in Brazil, f or
Products and Services of f ered by Cisco Comércio e Serviços de Hardw are e Sof tw are do Brasil Ltda.
in the Territory, “Cis co” is def ined as Cisco Comércio e Serviços de Hardw are e Sof tw are do Brasil
Ltda., a limited liability company organized under the law s of Brazil having its principal place of
business at CENU – West Tow er, 2nd Floor, Suite 1, Av. das Nações Unidas 12901, Brooklin Novo,
São Paulo – SP, Brazil, 04578-000.
 If Registered Partner’s principal place of business is located in India, the Netherlands, or Republic of
Korea, “Cis co” is def ined as Cisco Systems International B.V., a corporation organized under the
law s of the Netherlands having its principal place of business at Haarlerbergpark, Haarlerbergw eg
13-19, 1101 CH, Amsterdam, the Netherlands.
 If Registered Partner’s principal place of business is located in Israel, the Asia Pacif ic region
(excluding Australia, China, India, Republic of Korea, and Japan), or the Middle East, Af rica, Centra l
and Eastern Europe (ex cluding Sw itzerland, the Netherlands, the Russian Federation and the
member states of the European Economic Area), “Cis co” is def ined as Cisco International Limite d , a
company organized under the law s of the United Kingdom having its principal place of bus iness at
1 Callaghan Square, Cardif f , CF10 5BT, United Kingdom.
This Agreement shall become ef f ective as of the date that Cisco accepts the registration via email to the
Registered Partner (the "Effe ctive Date ").
Indirect Channel Partner Agreement – ROW August 2018 Confidential Page 1 of 28

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If Cisco and Registered Partner (together, the “Partie s ”) have a Direct Resale Agreement (as def ined below )
that is in ef f ect as of the day Registered Partner submits this Agreement, or if the Parties subsequently execute
a Direct Resale Agreement, to the extent that such Direct Resale Agreement conf licts w ith this Agreement ,
the conf licting terms and conditions of the Direct Resale Agreement shall take precedence f or the term of the
Direct Resale Agreement. If no Direct Resale Agreement exists, this Agreement comprises the comple t e
agreement betw een the Parties concerning the subject matter herein and replaces any prior oral or w ritten
communications betw een the Parties, all of w hich are excluded. There are no other conditions ,
understandings, agreements, representations, or w arranties, expressed or implied, w hich are not specif ied
herein. This Agreement may only be modif ied by a w ritten document executed by Cisco and Registere d
Partner, subject to Part B22.5 (Enf orceability) below .
Pa rt A. Defi ni ti ons.
1. Adde d Value is the non-Cisco component or portion of the total solution w hich Registered Partne r
provides to End Users. Examples of Added Value are pre- and post-sales netw ork design,
conf iguration, trouble-shooting, managed services, cloud services, and support and the sale of
complementary produc ts and services that comprise a signif icant portion of the total revenues
received by Registered Partner f rom an End User of Cisco Products. Registered Partne r
acknow ledges that providing f inancing options and/or netw ork services (unless such netw ork
services comprise managed and/or cloud services) to End Users does not constitute Added Value.
2. Authorize d Source means a distributor that is authorized by Cisco to redistribute Products and
Services w ithin the Territory (or w ithin another country of Cisco’s choice, in the event that no Cisco-
authorized distributor exists w ithin the Territory) to Registered Partner, as they are f rom time to time
identif ied at http://tools.cisco.c om/WWCha nne ls/LOCA TR/ jsp/distributor_ locator. jsp or as otherw ise
provided by Cisco f rom time to time. If Registered Partner is a Cisco Learning Partner, Authorized
Source means a Cisco authorized Learning Partner source, such as Gilmore Global Logistic
Services. If Registered Partner enters into this Agreement as a Learning Partner, it is f or the sole
purpose of purchasing and distributing Cisco’s Collaborative Know ledge Product.
3. Cis co-Brande d means Products or Services bearing a valid Cisco trademark or service mark.
4. Dire ct Re s ale Agre e m ent means Cisco's System Integrator Agreement, Tw o-Tier Distributo r
Agreement or any substantially similar Cisco contract w ith a dif f erent title that authorizes Registere d
Partner to purchase Products and Services directly f rom Cisco and Resell them to End Users either
directly or indirectly. “Direct Resale Agreement” does not include the Internet Commerce Agreement .
5. End Us e r is the f inal purchaser or licensee that: (i) has acquired Product, managed services , and/or
Services f or its ow n Internal Use and not f or Resale, remarketing or distribution, and (ii) is identif ie d
as such purchaser or licensee by Registered Partner pursuant to Part B.3.1 below .
6. End Us e r Obligations means the compliance obligations of End Users w hen purchasing Services
in addition to End User responsibilities set out in the applicable Services Descriptions. The End User
Obligations are posted at http://w w w .cisco.com/go/servicedescriptions .
7. Inte rnal Us e is any business use of a Product f or an End User's or Registered Partner’s ow n internal
use; it is to be distinguished f rom the def inition of Resale provided below . For clarif ication purposes,
“internal use” does not mean the use of a Produc t or Service by Registered Partner f or the purpose
of providing managed or cloud services to an End User.
8. M ark s means the Cisco Registered Partner logo, the Cisco Certif ied Partner marks f or w hich
Registered Partner qualif ies and has been approved by Cisc o, and any other Cisco program or
certif ication mark f or w hich Registered Partner qualif ies and has been approved by Cisco. “ Marks”
expressly excludes any other Cisco trademark, service mark, name, or logo. The Marks and the
applicable qualif ication requirements are delineated at Cisco’s w eb site:
http://w w w .cisco.com/go/partnerlogos .
9. Non-Ge nuine Products are any and all products: (i) to w hich a Mark or other Cisco trademark or
service mark has been af f ixed w ithout Cisco’s express w ritten consent; (ii) that have not been
manuf actured by Cisco or Cisco Technologies, Inc. (“ CTI”) or by a licensed manuf acturer of either
Cisco or CTI in accordance w ith the applicable license; (iii) are produced w ith the in tent to counterf eit
or imitate a genuine Cisco Product, or (iv) Products w here any f orm of copyright notice, trademar k,

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logo, conf identiality notice, serial number or other product identif ier have been removed, altered, or
destroyed.
10. Products means the Cisco hardw are products, Sof tw are, and related documentation w hich Cisco
makes available to Registered Partner through an Authorized Source f or Resale ( or, in the case of
Sof tw are, license grant to use such Sof tw are) .
11. Profe s s ional Se rvice s means any pre- or post-sale services perf ormed by Registered Partner f or
an End User, excluding training on Cisco Products, w hich provides Added Value f or Cisco Products .
Such services include w ithout limitation pre- and post-sales netw ork design, conf iguration, trouble-
shooting, management (remote/virtual or on premise) , and support on Cisco Products.
12. Profe s s ional Se rvice Provide rs are Registered Partners that w ish to provide their ow n pre- and/or
post-sales Prof essional Services to End Users.
13. Re gis te re d Partne r means Prof essional Service Providers and/or Resellers (including manag e d
services / cloud providers) that have registered using the Cisco Partner Registration Tool and
accepted the terms and conditions of this Indirect Channel Partner Agreement.
14. Re s ale includes any of the f ollow ing sales or dispositions of a Product or Service:
(a) transf er of title (or, f or Sof tw are, a license conf erring the right to use the Sof tw are, and, f or
Services, the entitlement to receive such Services) to the End User of such Product or Service;
(b) transf er of title (or, f or Sof tw are, a license conf erring the right to use the Sof tw are, and, f or
Services, the entitlement to receive such Services) to a f inancial intermediary such as a leasing
company, even if such leasing company is af f iliated w ith Registered Partner, w here the Product
or Service is used by an unaf f iliated End User ; or
(c) retention of title (or, f or Sof tw are, a license conf erring the right to use the Sof tw are, and, f or
Services, the entitlement to receive such Services) by the Registered Partner, but only w here
the Product or Service is deployed to f acilitate the provision by the Registered Partner of hosting,
outsourcing, managed services, cloud services , or any other provisioned services f or the use of
End Users w ho are not af f iliated w ith the Registered Partner and w ho contract w ith the
Registered Partner f or the provision of such services.
In no event shall the term Resale include use of a Product or Service f or the provision of netw ork
services to the general public. The verb "Re s e ll" means to engage in Resale. For clarif ication
purposes, use of a Product or Service by Registered Partner f or the purpose of providing manag e d
or cloud services to an End User does not constitute netw ork services.
15. Re s e lle r is a Registered Partner that purchases and/or licenses Services and Products f rom an
Authorized Source and Resells them directly to End Users.
16. Se rvice s means one or more of the Cisco Branded Services and Collaborative Services mad e
available under the Cisco Servic es Partner Program (“Program”), f urther described in Attachment A
to this Agreement.
17. Se rvice De s cription means the description of Services, as of the purchase date of such Services,
to be made available by Cisco, and the terms and conditions under w hich t hose Services are
provided. Each available Service has its ow n Service Description, w hich can be f ound at
http://w w w .cisco.com/go/cspp/.
18. Softw are is the machine-readable (object code) version of computer programs developed or
marketed by Cisco, including f irmw are and any related documentation.
19. Te rritory means the country identif ied by Registered Partner in the applicable Partner Registratio n
Application accepted by Cisco.
20. Unauthorize d Cis co Product means any genuine Cisco Product or Cisco Service that has been
purchased or acquired, either directly or indirectly, f rom any party other than Cisco and/or an
Authorized Source or sold to any party other than an End User. Unauthorized Cisco Products do not
include Non-Genuine Products.

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Pa rt B. Regi stered Pa rtner Terms a nd Condi ti ons.
1. Cis co Authorization and Re s ale Rule s .
1.1 Cisco A uthorization. Subject to the terms and conditions set f orth in this Agreement, and
during this Agreement’s term, as set f orth below , Cisco authorizes Registered Partner to
purchase and/or license Services and Products only f rom an Authorized Source, and to Resell
and/or redistribute such Services and Products directly to End Users w ithin the Territory.
“Within the Territory” means that End Users must deploy the Products and/or receive the
Services w ithin the Territory.To assist Registered Partner in its sales and marketing ef f orts,
Registered Partner may also purchase and/or license Services and Products f or its purchases
of demonstration, evaluation, and lab equipment. Registered Partner may only use such
Services and Products f or demonstration, evaluation, or lab purposes. Except to the extent
permitted by Applicable Law , any Sof tw are received w ith or f or such Products may not be
distributed f urther, and, notw ithstanding any other provision of this Agreement, all Sof tw are f
or such Products is licensed to Registered Partner solely f or its use f or demonstratio n ,
evaluation, or lab purposes.
1.2 No Resale Outside the Territory. Registered Partner agrees not to solicit Product or Service
orders, engage salespersons, Resell, or establish w arehouses or other distribution centers
outside of the Territory. For purposes of clarif ication, Cisco considers the f ollow ing to be
soliciting Product or Service orders outside of the Territory in violation of the Agreement ,
except as expressly authorized by Cisco in w riting in advance: w here Registered Partne r
solicits f or Resale or Resells Cisco Product or Services to an End User that is located outside
the Territory and otherw ise has no meaningf ul operations in the Territory, even if delivery of
the Cisco Product or Service occurs in the Territory.
1.3 Sales to End Users. Registered Partner certif ies that it is acquiring the Products and Services
solely f or Resale to End Users, in accordance w ith this Agreement. Registered Partner w ill not
Resell, license, sublicense or distribute Products or Services to other Registered Partners of
Cisco Products or Services, w hether or not such other Registered Partners are authorized by
Cisco or by any other source to Resell or license Products or Services. Notw ithstanding the
above provisions of this Part B.1.3, Registered Partner may Resell Products or Services to
any other Cisco-authorized Registered Partner of Cisco Products or Services in the Territory,
provided that such other Registered Partner is purchasing and using such Products or
Services strictly as an End User and strictly f or its Internal Use in the Territory.
Registered Partner certif ies that it w ill not misrepresent service coverage to End Users by
selling Services to End Users w ithout purchasing service contract coverage f or those specif ied
items f rom an Authorized Source.
Registered Partner f urther acknow ledges that destroyed, stolen, altered or damaged Products
are not entitled to Services, as more f ully set f orth in Cisco’s published non-entitlement policies
at http://w w w .cisco.com/go/w arranty , w hich are expressly incorporated into this Agreement .
Altered products include any modif ication to the product serial number, MAC address, or
components.
1.4 Non-Genuine Products or Unauthorized Cisco Products. Registered Partner may not
purchase or Resell Non-Genuine Products or Unauthorized Cisco Products or Resell Services
associated w ith any Non-Genuine Products or Unauthorized Cisco Products.
If Cisco determines that Registered Partner has Resold and/or redistributed Unauthoriz e d
Cisco Products, then Cisco may, at Cisco’s sole discretion: (a) a udit Registered Partner’s
purchase and Resale records of Cisco Product and relevant records pursuant to Part B.22.6
and/or (b) invoice Registered Partner f or all reasonable costs incurred by Cisco in its
perf ormance of the Audit and/or (c ) suspend shipments to Registered Partner.
For all Unauthorized or altered Cisco Products, Cisco reserves the right to deny or w ithhold
any Services on such Products, per the non-entitlement policies ref erenced above.
1.5 Renew al of Services.

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(a) Sixty (60) Days Prior to Service Contract Expiration Date: At least sixty (60) days
prior to the expiration date of a Service contract, Cisco, or its authorized agents,
may send Service contract renew al reminder notices to Registered Partner and/or
the identif ied End User, and Registered Partner w ill either: (i) initiate the Service
contract renew al process w ith the End User and f orw ard to Cisco the complet e d
service contract renew al w ith a valid purchase order; or (ii) notif y Cisco in w riting
of Registered Partner’s intent to not renew the Services.
(b) A t the Service Contract Expiration Date: If , upon the expiration date of the Service
contract, Registered Partner has not renew ed the Services, Cisco or its authorize d
agents, may contact the End User to arrange f or the renew al of such Services w ith
Cisco directly or via another Cisco-authorized Registered Partner.
1.6 Unsupported Products . If Registered Partner elects not to Resell Services at the time of
Product purchase or if Product becomes unsupported due f or w hatever reason a t some poin t
subsequent to initial deployment, Registered Partner shall ref er End User inf ormatio n ,
including but not limited to End User name, address and phone number to Cisco w ithin ninety
(90) days of Product becoming unsupported and authorizes Cisco to contact the End User f or
the express purpose of contracting directly f or support services f or the unsupported Produc t
identif ied by Registered Partner.
2. Adde d Value Re quire m ent. Each time a Registered Partner Resells Services or Products to an En d
User, Registered Partner w ill include its Added Value. Registered Partner must be able to
demonstrate Products to prospective End Users at the End User's location and make Prof essiona l
Services available f or each Product Resold by Registered Partner.
3. Re gis te re d Partne r Obligations .
3.1 Point of Sale Reports. Registered Partner shall identif y the complete name and address of
each End User in the applicable Product purchase order issued to the Authorized Source.
Additionally, Registered Partner shall identif y the complete name and address of each En d
User in w riting w ithin f ive (5) days of receiving any request f rom Cisco or the Authorized
Source. Registered Partner acknow ledges that its provisioning to Cisco of adequate End User
inf ormation is critical in order f or Cisco to provide any applicable w arranty and/or other service
support, and to verif y End User’s entitlement to same. Registered Partner’s material and
unexcused f ailure to timely provide such End User inf ormation may be grounds f or Cisco’s
termination of this Agreement prior to its expiration. Additionally, Registered Partner must
comply w ith any other point of sale reporting requirements published by Cisco f rom time to
time, and/or the Authorized Source(s) f rom w hich such Registered Partner purchases and/or
licenses Services and Products.
3.2 A greements w ith an A uthorized Source. Registered Partner acknow ledges that each
Authorized Source may require Registered Partner to enter into other agreement/s w ith an
Authorized Source. Registered Partner acknow ledges and accepts that each Authorized
Source is an independent party w ho is not empow ered to act on behalf of Cisco or bind or
represent Cisco in any manner. Theref ore, such agreement/s w ill be considered executed only
betw een Registered Partner and each Authorized Source w ith w hich Registered Partner has
entered into such agreements, except to the extent that such agreements specif ically identif y
Cisco as a third party benef iciary of such agreements. For the avoidance of doubt, this
Agreement shall not constitute a sale, purchase or distribution agreement w ith Cisco. Any
arrangements betw een the Registered Partner and an Authorized Source w ith respect to the
sale, purchase or distribution of Cisco Products and/or Services w ill need to be def ined in
separate, specif ic agreements betw een Registered Partner and each Authorized Source
selected by Registered Partner.
3.3 A dditional Requirements. Registered Partner acknow ledges that Cisco may require
Registered Partner to achieve particular requirements, f or example particular specializations ,
certif ications, or training requirements, bef ore permitting any Authorized Source to make
available particular Products or Services to Registered Partner. Cisco may require on-goin g f
ulf illment of some or all of the requirements to retain the right to purchase, license, Resell or
support such Products and Services. Inf ormation is available regarding such requirements on
the Cisco Channel Partner Program w ebsite, located at
http://w w w .cisco.com/go/channelprograms .

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Cisco reserves the right, during the term of this Agreement, to license and distribute addition a l
items of Sof tw are. Such items of Sof tw are may be licensed under additional or dif f erent
policies and license terms, w hich w ill be made available to Registered Partner at the time such
items of Sof tw are are provided to Registered Partner. Also, Registered Partner acknow ledges
that Resale of Products and Services to particular End Users w ith w hich Cisco has c ontracted
directly (f or example, state governments) may require Registered Partner to satisf y addition a l
requirements and to enter into supplemental agreements w ith Cisco.
3.4 No Stocking of Product. Registered Partner may not stock Products, and may not order
Products w ithout a valid End User purchase order. This Part B.3.4 does not apply to
Registered Partners in Japan.
3.5 Due Diligence. Registered Partner must complete any due diligence or other questionnair e
provided by Cisco and must comply w ith such other due diligence or other complian c e
requirements requested by Cisco in w riting.
3.6 Maintenance of Minimu m Eligibility Requirements . Registered Partner must meet and
continue at all times to meet the f ollow ing eligibility requirements:
3.6.1 Existing Cisco User ID: Registered Partner must have at least one existing Cisco
User ID, w hich w ill be used to initiate Registered Partner’s application f or this
Agreement. The individual associated to this Cisco User ID must be authorized to
sign a legally binding document on behalf of Registered Partner’s legal entity. A
Cisco User ID can be obtained by going to
http://tools.cisco.com/RPF/reg ister/register.d o.
3.6.2 Existing Cisco A uthorized Distributor A ccount and V iability : Registered Partne r
must have at least one existing and active customer account relationship w ith a
Cisco Authorized Distributor. This Distributor must be physically located or
authorized to sell in the country or sales territory w here Registered Partner is
registering w ith Cisco. Registered Partner must provide Cisco w ith all Authorized
Distributor(s) and customer ac count number(s) to validate its intent and ability to
purchase and resell though Cisco’s Authorized Distribution channel.
3.6.2.1 At time of new Partner registration, Registered Partner must choose and
designate a Cisco Authorized Distributor, w ho w ill be responsible f or
engaging w ith Registered Partner f or on-boarding and training purposes.
Registered Partner may purchase Products and Services f rom any Cisco
Authorized Source (or Authorized Channel), but must designate an initia l
distributor f or these training purposes.
3.6.2.2 If Registered Partner is approved as a Cisco Registered Partner ,

Registered Partner must update and maintain its Distributor account
inf ormation w ithin its Partner prof ile account at Cisco by using the Cisco
Partner Self Service (PSS) or other Cisco-provided Partner Account
management tool. Registered Partner may be restricted f rom purchasing
through a Distributor if the inf ormation is not provided at the time of
registration or is not updated and maintained in the Partner Account
prof ile inf ormation at Cisco.
3.6.2.3 If Registered Partner does not have a current account relations hip w ith a
Cisco Authorized Distributor, Registered Partner may use the Cisco
Authorized Distributor Locator, located at
https://tools.cisco.com/WWCh anne ls/L OCA TR/ open Distrib utorSe arch.d
o, to contact a Cisco Distributor that w ill best service its business needs.
3.6.3 Release of Inf ormation: By submitting the Partner registration application and
accepting the terms of this Agreement, Registered Partner authorizes the release
of its inf ormation, including its customer Account Number(s) at the Distributor ,
Reseller name, and contact inf ormation to Cisco and Cisco-authorized third
parties, including Cisco Authorized Distributors, to validate Registered Partner’s
intent and ability to resell and to initiate new partner onboarding, training, and sales

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engagement. Registered Partner also indemnif ies and holds Cisco and its
authorized third parties and Cisco Authorized Distributors harmless f or any claim
or judicial action w hatsoev er resulting f rom the use of such inf ormation.
3.6.4 Physical A ddress in Country : Registered Partner must have at least one physical
location w ithin the country in w hich it is applying f or Cisco Partner Registratio n .
The physical location must be Registered Partner’s actual business location and
not a rented mailbox, a private residence, or a commercial logistics supplier. If
approved as a Registered Partner, Registered Partner must list at least one
physical location in Cisco’s Partner Locator tool.
3.6.5 Business Email A ddress : Registered Partner must provide a business ema il
address as its primary email address during registration. A business email address
does not mean a public domain email address, such as yahoo.com or gmail.com.
3.6.6 Phone Number: Registered Partner must provide and maintain w ith Cisco, a valid
phone number w here Registered Partner can be contacted by Cisco.
3.6.7 Company Web A ddress : Registered Partner must provide and maintain a valid
w eb address f or itself .
4. Gove rnm e nt Sale s.
4.1 For Government Sales in w hich Registered Partner’s Territory does not include the Unite d
States:
4.1.1 Schedule Contracts. Registered Partner shall not, w ithout the express prior w ritten
consent of Cisco, distribute or sell, either directly or indirectly, any Products to any
agencies, departments or entities (w hether or not w ithin the Territory) w hich either
f orm part of , or are subject to the procurement requirements of , the f ederal
government or any state or municipal government of any of the United State s of
America (including, f or example, but w ithout limitation, embassies, military bases,
etc.).
4.1.2 Government Terms. Cisco does not accept any government f low -dow n provisions,
w hether f or Resale or Internal Use. Further, Cisco w ill not provide any governmen t -
required representations or certif ications to Registered Partner or any of
Registered Partner's End Users.
Notw ithstanding the f oregoing, Registered Partner may Resell Products and
Services to f ederal, state, provincial and local governments w ithin the Territory,
subject to this Agreement and the applicable Cisco qualif ication and eligibilit y
requirements, including Cisco's af orementioned disclaimers of supply
representations or government f low -dow ns.
4.2 For Government Sales in w hich Registered Partner’s Territory does include the United States:
4.2.1 Schedule Contracts. With respect to US General Services Administration (“ GSA”),

Calif ornia Multiple Aw ard Schedule ("CM AS"), and other schedule contracts,
Registered Partner is prohibited f rom placing Cisco Products and Services on
Registered Partner's GSA, CMAS, or any other schedule contract(s) w ithout the
express w ritten approval f rom an authorized representative of Cisco’s Federa l
Channels organization.
4.2.2 Government Terms. Cisco does not accept any government f low -dow n provisions,
including but not limited to, the United States Government Federal Acquisition
Regulations ("FARs ") and its supplements, Def ense FARs, or NASA FARs,
w hether f or Resale or Internal Use. Further, Cisco w ill not provide any government -
required representations or certif ications to Registered Partner or any of
Registered Partner’s End Users.
4.2.3 Registered Partner acknow ledges that the Trade Agreements Act, 19 U.S. C.
§2511 et seq., and its implementing regulations (collectively, the " TAA") limit the

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ability of the f ederal government to purchase items produced outside the Unit e d
States and certain designated countries . Registered Partner acknow ledges that
not all Cisco items are produced in the United States or designated countries and
that only certain items specif ically identif ied by Cisco ("De s ignate d Country
Ite m s ") are certif ied as being produced in the United States or designate d
countries. If Registered Partner undertakes to sell items other than Designat e d
Country Items to the f ederal government, Registered Partner accepts sole
responsibility f or ensuring that such sales may be made to the f ederal governmen t .
4.2.4 Notw ithstanding the f oregoing, Registered Partner may Resell Products and
Services to the U.S. Federal Government w ithin the Territory, subject to this
Agreement and enrollment in and meeting the eligibility requirements of the Cisco
U.S. Federal Authorization process managed by Cisco’s authorized distributors.
Registered Partner may contact one of Cisco’s authorized distributors f or mor e
inf ormation on the process.
5. Pricing.
5.1 Registered Partner Prices. The prices Registered Partner pays f or Services and Products w i
be set unilaterally by the Authorized Source f rom w hich Registered Partner purchases such
Services and Products. Registered Partner is f ree to unilaterally determine its Resale prices.
5.2 Special Pricing. Any commitment f rom Cisco to provide special pricing w ill only occur through
the provision of an approved DealID. Unless you are notif ied in w riting, including b y email, of
the DealID in relation to special pricing, then any other notif ication of pricing is indicative only ,
and is not binding upon Cisco.
6. Proprie tary Rights and Softw are Lice ns ing .
6.1 Grant of Rights. Subject to the terms and conditions set f or th in this Agreement, Registere d
Partner’s or End User’s use or access to Sof tw are or SaaS is subject to Cisco’s EULA and
applicable End User terms (http://w w w .cisco.com/go/terms ). In order to ensure that End User
understands that use of the Product is subject to the applicable End User terms
(http://w w w .cisco.com/go/terms ), Registered Partner shall provide the applicable End Us er
terms (http://w w w .cisco.com/go/terms ) to each End User as part of the commercial transaction
betw een Registered Partner and End User f or the applicable Product, or otherw ise prior to
End User’s access to or use of the Product.
6.2 Rights Reserv ed by Cisco. Except f or the limited license provided to Registered Partner in
the preceding Part B.6.1, Cisco reserves all right, title, and interest in and to each proprietary
right embedded in or contained in any Product. Registered Partner acknow ledges that it shall
not sublicense (except as expressly authorized by Cisco in w riting), copy Sof tw are or
Documentation f or the benef it of , or distribute any Sof tw are or Documentation to, any other
person or entity, including, w ithout limitation, other Registered Partners. No ‘sale’ of any
Sof tw are is conveyed.
6.3 License Restrictions and Conditions. Registered Partner w ill not remove, alter, or destroy any f
orm of copyright notice, trademark, logo, or conf identiality notice provided w ith any Product .
Registered Partner w ill not af f ix any other mark or name to any Product w ithout Cisco’s
express w ritten permission. Registered Partner agrees that it w ill not redistribute Sof tw are
(including Sof tw are received as part of a Product) received f rom any source other than Cisco
or an Authorized Source. Registered Partner w ill not translate, reverse compile or disassemble
the Sof tw are, and w ill transf er to each End User to w hich Registered Partner Resells Products
all applicable and then-in-ef f ect EULA and end-user documentation provided by Cisco and
accompanying such Products. Registered Partner shall notif y Cisco promptly of any breach or
suspected breach of the Cisco license terms or third party license and f urther agrees that it
w ill, at Cisco’s request, assist Cis co in ef f orts to preserve Cisco’s or its supplier’s intellectu a l
property rights including pursuing an action against any breaching third parties .
6.4 Non-Cisco Products. If Registered Partner chooses to order f rom Cisco non-Cisco branded
products and/or services that are on the GPL and to be delivered in connection w ith this
Agreement, then such third-party sof tw are and/or services along w ith related documentat io n

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shall be governed by the applicable third party’s applicable license and services/support
terms. Registered Partner agrees that it shall enter w ith the third party into such appropriat e
agreements w hose terms shall solely govern the purchase and delivery of these.
7. Re gis te re d Partne r Be ne fits. Subject to Registered Partner's compliance w ith its obligations
under this Agreement, Registered Partner shall be entitled to the f ollow ing benef its:
7.1 Cisco.com A ccess. Registered Partner shall have partner-level access to the inf ormation and
tools on the Cisco.com w eb site (previously ref erred to as "CCO"), provided Registered
Partner's use of such inf ormation is subject to the terms and conditions of Cisco.com
(including, w ithout limitation, Cisco’s sof tw are license terms associated w ith Registered
Partner’s dow nloading of any sof tw are f rom Cisco.com) and the Conf identiality obligations of
this Agreement set f orth in Part B.10 below ;
7.2 Partner Locator Listing. Unless Registered Partner tells Cisco in w riting that it may not do so,
Cisco may include Registered Partner in the Cisco Partner Locator tool w ithin the Cisco.com
w eb site;
7.3 Registered Partner Logo. Subject to Part B.9 below , Registered Partner may use the Marks
to promote the sale of Products, Services and Prof essional Services to End Users w ithin the
Territory; and
7.4 Partner E-Learning A ccess. Registered Partner shall have the right to register on Partner E-
Learning Connection, to the extent Cisco makes such service available to Registered Partne r
w ithin the Territory.
8. Te rm and Te rm ination.
8.1 Term. This Agreement w ill expire one (1) year af ter the date it is accepted by Cisco, unless
extended by w ritten agreement of both parties or sooner terminated pursuant to this
Agreement.
8.2 Termination. Within the f irst thirty (30) days f ollow ing the Ef f ective Date of this Agreement ,
either party may terminate this Agreement f or convenience w ith no notice. Af ter the f irst thirty
(30) days f ollow ing the Ef f ective Date of this Agreement, this Agreement may be terminat e d f
or convenience, f or any reason or no reason, by either party upon n o less than thirty (30)
days prior w ritten notice to the other. This Agreement may be terminated by Cisco f or cause
at any time upon Registered Partner's material breach of the Agreement, on ten (10) days ’
notice, except that this Agreement may be terminated by Cisco immediately upon Registere d
Partner's breach of any provision of Parts B.1.2 (No Resale Outside the Territory ), B.1.3 (Sales
to End Users), B.1.4 (Non-Genuine Products or Unauthorized Cisco Products ), B.2 (Added
Value Requirement), B.6 (Proprietary Rights and Sof tw are Licensing), B.9 (Use of the Marks),
B.10 (Conf identiality and Publicity ), B.11 (End User License Agreement), B.16 (Export
Restrictions and Controls and Import Customs Compliance), B.19 (Compliance w ith Law s,
including Anti-Corruption Law s), B.22.1 (Assignment), B.22.6 (Audit), and w here Registere d
Partner f ails to complete any due diligence questionnaire or other questionnaire provided by
Cisco and/or to comply w ith such other due diligence or other compliance requirement s
requested by Cisco in w riting and/or to meet Cisco’s general due diligence requirements .
8.3 Ef f ect of Termination. Upon the termination or expiration of this Agreement, Registere d
Partner's rights to purchase Services and Products f rom any Authorized Source shall
immediately terminate, Cisco shall discontinue all Registered Partner benef its listed in Part
B.7 above, and Registered Partner shall immediate ly (a) cease to represent itself as a Cisco
Registered Partner, and (b) cease its use of any of the Marks.
9. Us e of the M ark s .
9.1 During the term of this Agreement, and subject to all other terms and conditions of this
Agreement, Cisco grants to Registered Partner a nonexclusive, nontransf erable, royalty -f ree,
personal license to use the Marks in the exact f orm provided by Cisco in the Territory, solely
to promote the Resale of Cisco Products and Services to End Users. Registered Partne r
agrees and acknow ledges that Cisco is the sole ow ner of the Marks, and that all goodw ill
arising f rom use of the Marks shall inur e to Cisco’s sole benef it. Registered Partner w ill not

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register or seek to register the Marks, or use or adopt any mark, name, domain name or
designation that is conf usingly similar to the Marks or otherw ise violates Cisco’s rights in the
Marks. Registered Partner also agrees that it w ill not take any action to challenge or interf ere
w ith, directly or indirectly, the validity of the Marks or Cisco’s use, ow nership, or registration
of the Marks.
9.2 Registered Partner shall not af f ix the Marks or any other Cisco trademark or name to any
product. Registered Partner agrees that it w ill not use the Marks or any other Cisco marks or
names in anyw ay not expressly authorized by Cisco in w riting. Registered Partner's use of
the Marks shall conf orm to the Program Guidelines and Qualif ications located at
http://w w w .cisco.com/go/partnerlogos and Cisco’s Trademark, Copyright, and other usage
Policies provided at: http://w w w .cisco.com/go/logo (jointly ref erred to as the “Guide line s ”),
w hich are incorporated into this Agreement by this ref erence. Cisco reserves the right to
modif y the Guidelines f rom time to time, and w ill provide notice of such updates by posting on
the above ref erenced w eb pages. Registered Partner shall cooperate w ith Cisco’s requests to
conf irm Registered Partner’s compliance w ith the current Guidelines and the terms of this
Agreement. Registered Partner shall comply promptly w ith any request by Cisco that
Registered Partner modif y, correct or cease any non-complying use of the Marks .
9.3 Upon termination or expiration of this Agreement, Registered Partner agrees to cease
immediately all use of the Marks . Registered Partner also shall cease immediately holdin g
itself out as a Registered Partner of Cisco products or implying an association or af f iliation
w ith Cisco.
9.4 Non-Genuine Products
9.4.1 Registered Partner shall not acquire, use, promote or Resell Non Genuin e
Products. Registered Partner w ill not remove, alter, or destroy any f orm of
copyright notice, trademark, logo, conf identiality notice, serial number or other
product identif ier provided w ith any Product.
9.4.2 If Registered Partner acquires, uses, promotes or Resells Non-Genuine Products

(other than f rom an Authorized Source) , Cisco may take one or more of the f
ollow ing actions, at Cisco's discretion: (i) require Registered Partner, w ithin ten
days of Cisco's request, to recall and destroy all Non-Genuine Products that
Registered Partner has sold to End Users or used in the provision of a
managed/cloud service and replace such products w ith legitimate, equivalen t
Products, at Registered Partner’s expense (or reimburse Cisco f or the cost of such
replacement, if Cisco makes the replacement), (ii) require Registered Partner ,
w ithin f ive days of receiving Cisco's w ritten request, to provide Cisco w ith all details
related to Registered Partner's acquisition of all Non-Genuine Products, includin g
w ithout limitation, its suppliers, shipping details and all buyers to w hom Registere d
Partner resold Non-Genuine Products; (iii) decline the provisioning of any kind of
service support f or such Non-Genuine Products; and/or (iv) immediate ly termina t e
this Agreement pursuant to Part B.8 (Term and Termination).
10. Confide ntiality and Publicity. In the event that either Party receives f rom the other Party inf ormatio n
that is marked as conf idential, the receiving Party shall protect that inf ormation using the same
degree of care as it uses to protect its ow n sensitive business inf ormation, but not less than a
reasonable degree of care, and shall not disclose such inf ormation to any third party w ithout the
disclosing Party’s prior w ritten consent. Registered Partner shall only use Cisco’s conf identia l
inf ormation in connection w ith the promotion and Resale of Products and Services. Upon the
termination or expiration of this Agreement, each Party w ill promptly return or destroy any conf identia l
inf ormation provided by the other Party. Except as expressly prov ided in this Agreement, neither
Cisco nor Registered Partner w ill issue press releases or make other public announcements that
identif y Registered Partner as an authorized or registered Cisco Channel Partner w ithout the express
w ritten consent of the other party. In addition, Registered Partner shall at no time (nor cause any
third party to) take any action, publish or otherw ise communicate anything w hich is or may be
detrimental to the business reputation of Cisco.
11. End Us e r Lice ns e Agre e m ent. ALL SOFTWARE M ADE AVAILABLE TO REGIST ER E D
PARTNER, INCLUDING BUT NOT LIM ITED TO THE SOFTWARE DOWNLOA DED VIA
CISCO.COM AND ANY SOFTWARE ACQUIRED THROUGH AN AUTHORIZED SOURC E,

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EITHER WITH HARDWARE OR SEPARAT ELY, IS SUBJECT TO THE CISCO END USER
LICENSE AGREEM ENT UNLESS THE SOFTWARE IS BRANDED BY A THIRD-PARTY AND A
THIRD-PARTY LICENSE ACCOM PANIES THE SOFT WARE (EITHER IN HARDCOPY OR
ELECTRONIC FORM AT). REGISTERED PARTNER’ S RIGHTS AND RESPONSI BILITI ES WIT H
RESPECT TO ANY THIRD-PARTY BRANDED SOFTWARE SHALL BE GOVERNE D BY THE
LICENSOR’ S APPLICABLE SOFTWARE LICENSE. The Cisco End User License Agreement may
be f ound at: http://w w w .cisco.com/go/terms .
Inf ormation made available to Registered Partner through Cisco.com is made available subject to
the terms contained in the Cisco.com Terms and Conditions and any additional terms as Cisco may
notif y Registered Partner of through Cisco.com. Inf ormation provided through Cisco.com may be
used only in connection w ith Registered Partner's promotion and Resale of Products and Services.
12. Lim ite d Warranty / Warranty Dis claim e r.
12.1 Warranty. The w arranty f or Cisco-Branded Products w ill be provided by Cisco w ith the
Product, or, if no w ritten w arranty statement is provided, the Limited Warranty Statement f or
Cisco-Branded Products is available at the f ollow ing URL:
http://w w w .cisco.com/go/w arranty .
PRODUCTS THAT ARE NOT BRANDED BY CISCO WITH THE CISCO TRADEM ARK OR
SERVICE M ARK ARE NOT COVERED BY THE CISCO WARRANTY REFEREN C ED
ABOVE. INSTEAD, SUCH THIRD-PARTY PRODUCTS M ADE AVAILABLE WITH CISCO
PRODUCTS AND SOLUTIONS, INCLUDING BUT NOT LIM ITED TO THE UNI FI ED
COM PUTING SYSTEM S (“UCS”) SOLUTION, SHALL BE COVERED BY THEIR OWN
M ANUFACTURER’S WARRANTY.
12.2 Dis claim e r . EXCEPT AS SPECIFIED IN THE LIM ITED WARRANTY STATEM ENT
SPECIFIED IN PART B.12.1 ABOVE, ALL EXPRESS OR IM PLIED CONDITI O NS,
REPRESENTATI ONS OR WARRANTI ES INCLUDING, WITHOUT LIM ITATION, ANY
IM PLIED WARRANTY OR CONDITION OF M ERCHANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE (EVEN IF KNOWN TO CISCO), NONINFRI NGEM ENT ,
SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USA GE,
OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXT ENT
ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IM PLIED WARRANTY CANNOT
BE EXCLUDED, SUCH WARRANTY IS LIM ITED TO THE 90-DAY PERIOD PROVIDED IN
THE LIM ITED WARRANTY STATEM ENT SPECIFI ED IN PART B.12.1 ABOVE. THIS
DISCLAIM ER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRA NT Y
SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.
REGISTER ED PARTNER SHALL NOT M AKE ANY WARRANTY COM M ITM ENT BEYON D
THE LIM ITED WARRANTY REFERENC ED IN PART B.12.1 ON CISCO’S BEHA L F.
REGISTER ED PARTNER AGREES TO INDEM NI FY CISCO AND HOLD CISCO
HARM LESS FROM ANY WARRANTY M ADE BY REGISTERED PARTNER BEYOND THE
LIM ITED WARRANTY REFERENC ED IN PART B.12.1.
13. Pate nt, Copyright, and Trade m ark Infringement Inde mnification
13.1. Claims. Cisco w ill def end any claim against Registered Partner that a Cisco-Branded Produc t
provided under this Agreement inf ringes third party patents , copyrights, or registered
trademarks (the “Claim”) and w ill indemnif y Registered Partner against the f inal judgme n t
entered by a court of competent jurisdiction or any settlements arising out of a Claim.
13.2. Registered Partner w ill:
13.2.1. Promptly notif y Cisco in w riting of the Claim (or threat thereof ), and any subsequent
litigation updates; and
13.2.2. Cooperate w ith Cisco in the def ense of the Claim (including any statements to third
parties regarding the Claim), and grant Cisco f ull and exclusive control of the
def ense and settlement of the Claim and any subsequent appeal.

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If Registered Partner f ails to notif y Cisco promptly of the Claim, and that f ailure
prejudices Cisco’s ability to def end, settle or respond to the Claim, then Cisco’s
obligation to def end or indemnif y Registered Partner w ith respect to that Claim w ill
be reduced to the extent Cisco has been prejudiced. In addition, such f ailure to
provide prompt notif ication shall relieve Cisco of any obligation to reimburse f or
Registered Partner’s attorneys’ f ees incurred prior to notif ication.
13.3. Additional Remedies. If a Claim is made or appears likely, Registered Partner agrees to permit
Cisco to procure f or Registered Partner the right to continue using the Cisco-Branded Product ,
or to replace or modif y the Cisco-Branded Product w ith one that is at least f unctionally
equivalent. If Cisco determines that none of those alternatives is reasonably available, then
Registered Partner w ill return the Cisco-Branded Product and Cisco w ill ref und Registere d
Partner’s remaining net book value of the Cisco-Branded Product calculated according to
generally accepted accounting principles.
13.4. Exclusions. Cisco has no obligation f or any Claim based on:
13.4.1. Compliance w ith any designs, specif ications, requirements, or instructions

provided by Customer or a third party on Registered Partner’s behalf ;
13.4.2. Modif ication of a Cisco-Branded Product by Registered Partner or a third party;
13.4.3. The amount or duration of use made of the Cisco-Branded Product, revenue
earned by Registered Partner, or services of f ered by Registered Partner to
external or internal customers; or
13.4.4. Combination, operation, or use of a Cisco-Branded Product w ith non-Cisc o

products, sof tw are, or business processes.
13.5. Sole and Exclusive Remedy. This Part B.13 states Cisco’s entire obligation and Registere d
Partner’s exclusive remedy regarding any claims f or intellectual property inf ringement .
14. Lim itation of Liability and Cons e que ntial Dam age s Waive r . The limits of liability f or this
Agreement are set f orth as f ollow s:
14.1 If this Agreement is governed by Calif ornia, Japanese, Brazilian, or Canadian law , as set f orth
in Part B.21, below , the f ollow ing Sections B.14.1.1 and B.14.1.2 w ill apply:
14.1.1 Lim itation of Liability. NOTWITHSTANDI NG ANYTHING ELSE HEREI N, AND

EXCEPT FOR LIABILITY ARISING OUT OF 1) REGISTERED PARTNER’ S
BREACH OF PART B, SECTION 6 (PROPRIETA RY RIGHTS AND SOFT WA RE
LICENSING) OR PART B, SECTION 11 (END USER LICENSE AGREEM ENT )
OF THIS AGREEM ENT, 2) AM OUNTS DUE FOR PRODUCTS AND SERV I C ES
PURCHASED OR SOFTWARE USED OR TRANSFER RED WITH RESPECT TO
THE PAYM ENT OF WHICH NO BONA FIDE DISPUTE EXISTS, OR 3) CLAIM S
OF FRAUD, ALL LIABILITY OF EACH PARTY AND ITS SUPPLIERS UNDER
THIS AGREEM ENT OR OTHERWI SE SHALL BE LIM ITED TO THE M ONEY
PAID BY REGIST ERED PARTNER TO ANAUTHORIZ ED SOURCE UNDER
THIS AGREEM ENT DURING THE SIX (6) M ONTH PERIOD PRECEDI NG THE
EVENT OR CIRCUM STANCES GIVING RISE TO SUCH LIABILITY. THIS LIM IT
SHALL NOT APPLY TO LIABILITY FOR DEATH OR BODILY INJ URY
RESULTING DIRECTLY FROM THE NEGLIGENC E OR WILLFUL
M ISCONDUCT OF CISCO, OR FROM DAM AGE TO TANGIBLE PERSO NA L
PROPERTY (EXCLUDING LIABILITY FOR LOST DATA) RESUL T I N G
DIRECTLY FROM THE RECKL ESSNESS OR WILLFUL M ISCONDUCT OF
CISCO. ALL LIABILITY UNDER THIS AGREEM ENT IS CUM ULATIVE AND
NOT PER INCIDENT.
14.1.2 Waive r of Cons e que ntial Dam age s . EXCEPT FOR LIABILITY ARISING OUT
OF OR IN CONNECTI ON WITH BREACH OF PART B, SECTION 6
(PROPRIETA RY RIGHTS AND SOFTWARE LICENSING) ORPART B,
SECTION 11 (END USER LICENSE AGREEM ENT) OF THIS AGREEM ENT, IN
NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIV E SUPPLIERS BE

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LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENT I A L
DAM AGES, OR LOST REVENUE, LOST PROFITS, OR LOST OR DAM A GED
DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDI NG
NEGLIGENC E), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN
INFORM ED OF THE POSSIBILITY THEREOF.
14.2 If this Agreement is governed by the law s of England, as set f orth in Section B.21 below , the f
ollow ing Sections B.14.2.1 and B.14.2.2 w ill apply:
14.2.1 Limitation of Liability.
14.2.1. 1 Nothing in this Agreement shall limit Cisco's or its suppliers’ liability to
Registered Partner f or (1) bodily injury or death caused by its
negligence or (2) Cisco's liability in the tort of deceit.
14.2.1. 2 The aggregate total liability of Cisco and its suppliers shall be limited to
the higher of (i) Ten Thousand United States Dollars ($10,000 USD) ,
or (ii) money paid by Registered Partner to the Authorized Source
under this Agreement in the tw elve (12) month period prior to the event
or circumstances giving rise to the liability. All liability under this
Agreement is cumulative and not per incident.
14.2.1. 3 Nothing in this Agreement shall limit Registered Partner’s liability to

Cisco f or (1) bodily injury or death caused by its negligence or (2)
Registered Partner’s liability to Cisco in the tort of deceit.
14.2.1. 4 Except f or liability arising out of 1) Registered Partner’s breach of

obligations set f orth in Part B, Section 6 (Proprietary Rights and
Sof tw are Licensing)or Part B, Section 11 (End User License
Agreement) of this Agreement, 2) amounts due f or products and
services purchased w ith respect to the payment of w hich no bona f ide
dispute exists, or 3) claims of f raud, the aggregate total liability of
Registered Partner shall be limited to the greater of (a) money paid by
Registered Partner to the Authorized Source under this Agreement in
the tw elve (12) month period prior to the event or circumstances givin g
rise to the liability or (b) amounts due f or products and services
purchases w ith respect to the payment of w hich no bona f ide disput e
exists. All liability under this Agreement is cumulative and not per
incident.
14.2.2 Waiver of Consequential Damages . EXCEPT FOR LIABILITY ARISING OUT OF

OR IN CONNECTION WITH BREACH OF PART B, SECTION 6 (PROPRIE TA RY
RIGHTS AND SOFTWARE LICENSING) ORPART B, SECTION 11 (END USER
LICENSE AGREEMENT) OF THIS AGREEMENT, IN NO EVENT SHALL EITH ER
PARTY OR THEIR RESPECTIV E SUPPL IERS BE LIABLE FOR ANY OF THE
FOLLOWING LOSSES OR DAMAGE (WHETHER SUCH LOSSES W ERE
FORESEEN, FORESEEABL E, KNOWN, OR OTHERWISE): LOSS OF USE,
INTERRUPTION OF BUSINESS, LOSS OF ACTUAL OR ANTICIPA T E D
PROFITS (INCLUDI NG LOSS OF PROFIT ON CONTRA CTS), LOSS OF
REVENUE, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPA T E D
SAVINGS, LOSS OF OPPORTUN ITY, LOSS OF GOODWIL L, LOSS OF
REPUTA TION, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES,
WHETHER ARISING IN CONTRA CT, TORT (INCLUDING NEGLIGEN C E) ,
STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN
INFORMED OF THE POSSIBIL ITY THEREOF. SUCH LIA BILITIES WILL BE
EXCLUSIV ELY GOVERNED BY THE SPECIFIC AGREEMENTS BETWEE N
REGISTER ED PARTNER AND THE AUTHORIZ ED SOURCE, UNDER WHICH
SPECIFIC CISCO PRODUCTS AND/OR SERVICES ARE PURCHASED.
15. Third Party Rights . To the e xte nt pe rm itted by law , no pe rs on or e nt ity w ho is not a party to
this Agre e m e nt s hall be e ntitle d to e nforce or be ne fit from any of this Agre e m ent’s terms,
including but not lim ite d to doing s o unde r the Contracts (Rights of Third Partie s ) Act of 1999.

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16. Export Re s trictions and Controls and Im port Cus tom s Com pliance .
16.1 Export Re s trictions and Controls .
16.1.1 A pplicability. Cisco Products, technology , and Services are subject to U.S. and
local export control law s and regulations. The Parties shall comply w ith such law s
and regulations governing use, export, re-export, and transf er of Products and
technology and w ill obtain all required U.S. and local authorizations, permits , or
licenses.
Registered Partner agrees not to use any export and/or re-export licenses or
authorizations that Cisco or its af f iliates hold f or securing its ow n activities unless
specif ically authorized by Cisco’s Global Export Trade and w here legally
compliant. Registered Partner agrees to institute and maintain an ef f ective internal
export compliance program to ensure compliance w ith its export and re-export
activities.
16.1.2 Government/Military Sales. Registered Partner hereby certif ies that none of the
Products, Services, or technical data supplied by Cisco under this Agreement w ill
be know ingly sold or otherw ise transf erred to, or made available f or use by or f or,
any government or military end-users or in any government or military end-use
located in or operating under the authority of any country not identif ied in
Supplement No. 1, Country Group A:1 to Part 740 of the EAR w ithout US or other
country’s export authorizations.
16.1.3 Registered Partner also certif ies that none of the Products, Services or technical
data supplied by Cisco under this Agreement w ill be know ingly sold or otherw ise
transf erred to, or made available f or use by or f or, any entity that is engaged in the
design, development, production or use of nuclear, biological or chemical w eapons
or missiles or is otherw ise restricted f rom receiving Cisco Products w ithout US or
other country’s export authorizations.
16.1.4 Trade Data. Registered Partner may locate ECCN (Export Control Classif icatio n
Number), HTS (Harmonized Tarif f Schedule), French DCSSI Authorization ,
Encryption Strength, Encryption Status and CCATS (Commodity Classif icatio n
Automated Tracking System) number at the f ollow ing URL:
http://tools.cisco.com/legal/export/ pepd /Se arch.do.
16.1.5 Record Keeping. Registered Partner agrees to maintain a record of sales, imports ,
exports and re-export of Cisco Products, technology, and Services in accordance
w ith the Registered Partner’s records retention programs in the appropriat e
geographies but at least f or f ive years.
16.2 Im port Cus tom s Com pliance .
16.2.1 Registered Partner agrees to comply w ith Customs import and other trade and tax
related law s and regulations ("Trade law s ") of the United States and other nationa l
governments.
16.2.2 Registered Partner agrees to comply w ith the Trade Agreement Act (TAA), (unless
subject to a valid w aiver) any time Cisco Products w ill be sold to an End User that
is identif ied as a US government entity. For all such orders, Registered Partne r
agrees to request, via Cisco’s ordering tools, that any Product included in the order
has a TAA eligible country of origin. Registered Partner also agrees to comply w ith
any similar rules or regulations promulgated by a non-US government that w ould
similarly apply to sales to an entity of that government.
16.2.3 Country of Origin. Country of Origin (CO) show n on Cisco’s commercial invoices
is determined according to the Worldw ide Customs Organization (WCO) non -
pref erential rules of origin. For purposes of clarif ication, the CO show n on any
Cisco commercial invoice is based on a non-pref erential CO treatment and should
not be relied upon as a pref erential CO treatment, unless and until w ritten

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authorization has been provided by Cisco’s Custom’s organization. Registere d
Partner may seek inf ormation related to a request to obtain pref erential treatme n t f
rom Cisco’s Custom’s organization, how ever, Registered Partner acknow ledges
that Cisco’s Custom’s organization has no processes in place to respond or
process such requests.
16.2.4 In instances w here Cisco is not the importer of record, the provision of Trade Data ,
in particular the HTS Classif ications, is undertaken w ithout liability f or errors and
omissions contained therein. It remains the responsibility of the Registere d
Partner to ensure that the correct HTS is applied at the time of importation into the
Territory.
16.3 Obligation. Registered Partner’s obligation under this Article shall survive the expiration or
termination of this Agreement.
17. Obligation to M aintain Contacts .
17.1 Re quire m e nt to M aintain. Registered Partners are required to have at least one valid
contact associated to their company at all times in the Cisco Channel Partner Database.
17.2 Valid Contact Inform ation. For Registered Partner’s contacts to be “valid,” its contact
prof iles in Cisco’s Channel Partner Database (“ CPD”), as maintained via the Partner Self
Service (“PSS”) data management tool, must include a First Name, Last Name, Site
Address, and Email Address. Cisco w ill remove the Registered Partner f rom the CPD if the
last valid contact associated w ith the company is removed f rom the CPD using the PSS
tool. To regain Cisco Channel Partner status, a user f rom the company must comple t e
registration as a new prospective Cisco Channel Partner.
17.3 Re s e rvation of Rights . Cisco reserves the right to remove any Registered Partner w ithout
suf f icient valid contacts at such time, and using such means, as Cisco may determine in its
sole discretion. Whereas Cisco may choose, at its option, to provide certain f orms of
notif ication regarding the removal of a Registered Partner’s status as a result of insuf f icient
or invalid contacts in the PSS, Cisco is not under any obligation to provide notif ication of
any kind regarding any such removal.
17.4 Effe ct of Partne r Re m oval. If Cisco removes the Registered Partner f rom the CPD in
accordance w ith the f oregoing, or Registered Partner’s status as a Registered Partner is
otherw ise removed f rom the CPD, this Agreement shall terminate concurrently.
18. Entitle m e nt. Registered Partner acknow ledges that Cisco has the right to verif y an End User’s
entitlement to receipt of Services, and that End User is entitled to receive support services only on
Product f or w hich Cisco has been paid the applicable sof tw are license and support f ee s.
18.1 Se rvice s for Unauthorize d Cis co Products and Non-Ge nuine Products . Non-Genuine
Products are not eligible f or Cisco service and support. Unauthorized Cisco Products are
only eligible f or Cisco service and support f ollow ing an inspection. If it is determined that a
Cisco Product has Unauthorized Cisco Products incorporated into it, Cisco reserves the
right to w ithhold support services f or that Product until such time as the Product is inspected
by Cisco or its designated representative, w ith any applicable inspection and sof tw are
licensing f ees paid in f ull.
18.2 Ins pe ction and Softw are Re lice ns ing. Inf ormation on Cisco’s Inspections and Sof tw are
Relicensing program and policies can be view ed at the f ollow ing link:
http://w w w .cisco.com/en/US/prod/hw _sw _relicensing_program.html# ~po licy .
18.3 Sus pe ns ion and Te rm ination of Support Contracts . If Cisco determines that 1)
Registered Partner or Customer does not have a valid license f or the Product, 2) the Produc t
w as purchased f rom a source other than an Authorized Source w ithout appropriat e
inspection and relicensing, or 3) a valid sof tw are license f or the Product does not exist,
Cisco reserves the right to either suspend any support service contract associated w ith such
Products until such time as any applicable inspection is conducted and any applicab le
relicensing f ees are paid f or such Products, or to terminate the support service contract (in
w hich event Cisco w ill provide a pro-rata ref und of any paid support service f ees f or the

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remaining period of the support service contract). If Cisco determines that the Product is a
Non-Genuine Product, then any associated support service contract w ill be terminated w ith
immediate ef f ect, and Registered Partner or Customer must immediate ly return to Cisco
any replacement parts or other materials made available in connection w ith that Non -
Genuine Product.
18.4 Initiation of Product Support. Technical support is ef f ective immediately upon opening a
Cisco service contract. How ever, Products not under a valid Cisco Warranty at the time a
new service contract is initiated w ill not be eligible f or advance replac ement service requests
until 30 days af ter the initiation of the service contract.
Registered Partner certif ies that it w ill not initiate or f acilitate a service request on a Produc t
(a) in f urtherance of or w ith intent to commit any f raudulent or other illegal activities, or
otherw ise in violation of any applicable law , regulation, legal agreement, or Cisco's
published policies; (b) in a manner that is abusive of Cisco programs or other inf ormation in
this Agreement or in the Service Description; or (c) f or Products that are not on the
Registered Partner's valid support contract.
19. Com pliance w ith Law s , including Anti-Corruption Law s .
19.1. Cisco requires that all of its suppliers, subcontractors, channel partners, consultants, agents
and other parties w ith w hom Cisco does business act at all times in a prof essional and e thical
manner in carrying out their services and contractual obligations to Cisco, or on Cisco’s behalf
to a Cisco customer or other third party. To that end, Registered Partner must undertake to
strictly comply w ith any and all country, f ederal, state and local law s, ordinances, codes,
regulations, rules, policies and procedures, including, but not limited to, anti-corruption law s,
such as the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, other anti-bribery law s
(“Applicable Law s ”). Registered Partner can f ind more inf ormation about the FCPA at the f
ollow ing URL: http://w w w .usdoj.gov/criminal/f raud/f cpa/, or by contacting
publicsectorcompliance@cisco.com. Any violation of Applicable Law s in a country and
regulations shall represent breach of this Agreement and could results in immed ia t e
termination of the business and contractual relationship betw een the Parties.
19.2. Upon request, Registered Partner may be required to have its ow n subcontractors,
consultants, agents or representatives execute a similar w ritten anti-corruption complian c e
statement, and to conf irm to Cisco that such action has been taken.
19.3. Re gis te re d Partne r s hall im m e diately re port to Cis co any conce rns it m ay have
re garding any bus ine s s practice s by any Cis co e m ploye e or othe r Cis co Re gis tered
Partne r by e m ailing e thics @cis co.com , or by calling Cis co’s He lpline toll fre e number
in Nor th Am e rica 1-877-571-1700 or w orldw ide num be r (re ve rse calling charge s to
Cis co) 001-770-776-5611.
20. Dis pute Re s olution.
20.1. Dis pute Re s olution. Cisco and Registered Partner, (together, the “Partie s ”, or individually ,
each a “Party”) agree that any conf lict, dispute, controversy, or claim arising out of or relatin g
to this Agreement or the relationship created by this Agreement, including questions of
arbitrability, w hether sounding in tort or contract (together or individually a “Dis pute ”), shall
be f inally resolved in accordance w ith the f ollow ing process:
20.2. Es calation of Dis pute s . Subject to Section 20.5 below , the Parties agree to attempt to
resolve each Dispute by f irst escalating the Dispute to their respective business managers .
Within f ourteen (14) calendar days of w ritten notice of a Dispute, the business managers w i
meet in person or by phone and w ork in good f aith to resolve the Dispute.
20.3. M andator y, Non-Binding M e diation. Subject to Section 20.5 below , if the Parties are unable
to resolve the Dispute in accordance w ith Section 20.2 above, either Party may initiate a
mandatory, non-binding mediation. If Registered Partner is located in the United States, such
mediation shall be in accordance w ith the JAMS mediation procedures then in ef f ect. The
JAMS mediation procedures are hereby incorporated by ref erence into this clause. If
Registered Partner is located outside the United States, such mediation shall be in accordance
w ith the London Court of International Arbitration (“ LCIA”) Mediation Procedure then in ef f ect,

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unless stated otherw ise in this Agreement. The LCIA Mediation Procedure is hereby
incorporated by ref erence into this clause.
The Parties shall share all f ees and costs of the mediation proceedings.
All communications made during the course of the mediation by either of the Parties or the
mediator are intended to be conf idential and privileged to the extent permitted by law .
20.4. Binding Ar bitr ation. SUBJECT TO SECTION 20.5 BELOW, IF THE PARTIES ARE
UNABLE TO RESOLVE THE DISPUTE THROUGH THE M EDIATION PROCESS WITHI N
SIXTY (60) CALENDAR DAYS OF THE APPOINTM ENT OF THE M EDIATOR, OR SUC H
FURTHER PERIOD AS THE PARTIES SHALL AGREE TO IN WRITING, THE DISPUT E
SHALL BE REFERRED TO AND FINALLY RESOLVED BY BINDING ARBITRATION. IF
REGISTER ED PARTNER IS LOCATED IN THE UNITED STATES, SUCH ARBITRA T I ON
SHALL BE IN ACCORDANC E WITH THE JAM S ARBITRATION RULES THEN IN EFFEC T ,
WHICH ARE HEREBY INCORPORAT ED BY REFERENC E INTO THIS CLAUSE. IF
REGISTER ED PARTNER IS LOCATED OUTSIDE THE UNITED STATES, SUC H
ARBITRATION SHALL BE IN ACCORDANC E WITH THE LCIA ARBITRATION RUL ES
THEN IN EFFECT, WHICH ARE HEREBY INCORPO RAT ED BY REFERENC E INTO THIS
CLAUSE.
The arbitration tribunal shall consist of a sole arbitrator, selected in accordance w ith the LCIA
arbitration rules if Registered Partner is located outside the United States, or in accordance
w ith the JAMS arbitration rules if Registered Partner is located in the United States. The
arbitrator shall set a limited time period and establish procedures designed to reduce the cost
and time f or discovery w hile allow ing the Parties an adequate opportunity to discover relevant
inf ormation regarding the subject matter of the Dispute.
Cisco shall pay all f ees and costs of the arbitration proceedings. Af ter the arbitrator issues the
w ritten aw ard, how ever, the prevailing Party may apply to the arbitrator f or recovery of all
reasonable costs and expenses associated w ith the arbitration, including, but not limited to,
the f ees of the arbitrator, administrative f ees, and reasonable attorneys’ f ees. Such costs and
expenses w ill be aw arded at the arbitrator’s discretion.
Notw ithstanding anything to the contrary, the arbitrator shall exceed his or her pow ers if the
arbitrator aw ards damages inconsistent w ith the Limitation of Liability and Consequent ia l
Damages Waiver provisions set f orth in Section B.14.1 (Limitation of Liability), and Section
B.14.2 (Consequential Damages Waiver). The Parties irrevocably w aive the aw ard of any
such damages.
The language to be used in the arbitration s hall be English.
20.5. Pr e lim inar y Re lie f. At any point af ter a Dispute has arisen, in the event interim or provisiona l
relief is necessary to protect the rights or property of a Party under Sections B.1.4 and B.10
of this Agreement or otherw ise prior to the resolution of the Dispute, either Party may, w ithout
w aiving any process or remedy under this Agreement, seek such relief f rom any court of
competent jurisdiction.
21. Choice of Law and Ve nue . The venue f or the dispute resolution processes set f orth above, and the
validity, interpretation, and enf orcement of this Agreement shall be governed as f ollow s:
21.1 If Registered Partner’s principal place of business is located in Canada, the validity,
interpretation, and enf orcement of this Agreement shall be governed by the domestic law s of
the Province of Ontario and the law s of Canada applicable as if perf ormed w holly w ithin the
province and w ithout giving ef f ect to principles of conf licts of law s. The Parties specif ically
disclaim the application of the UN Convention on Contracts f or the International Sale of Goods
to the interpretation or enf orcement of this Agreement. The seat of mediation and arbitratio n
shall be in the Province of Ontario unless otherw ise agreed by the Parties.
21.2 If Registered Partner’s principal place of business is located in China, the validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the laws of the People’s
Republic of China. Any dispute arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration at China International Economic and Trade Arbitration Commission in Beijing, the People’s
Republic of China ("CIETAC"), in accordance with the Arbitration Rules of CIETAC for the time being
in force, which rules are deemed to be incorporated by reference in this section. The arbitration tribunal
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shall be made up of three (3) arbitrators. Cisco and Distributor shall each appoint one (1) arbitrator
and the third arbitrator shall be appointed by agreement between the Parties. In the event that the
Parties cannot agree on the nomination of the third arbitrator within fourteen (14) days of the CIETAC
accepting the case, the third arbitrator, who shall serve as the presiding arbitrator, shall be appointed
by the president of CIETAC, provided that such appointee shall not be a United States or Chinese
national (including Hong Kong, Macau or Taiwan permanent residents). The language of the arbitration
shall be in English. The arbitral award shall be final and binding upon both parties. Notwithstanding the
foregoing, either party may seek injunction in any court of appropriate jurisdiction with respect to any
alleged breach of such party’s intellectual property, proprietary rights or the confidentiality obligations
stated herein.
21.3 If Registered Partner’s principal place of business is located in Japan, the validity,
Japan, w ithout giving ef f ect to principles of conf licts of law s. The seat of mediation and
arbitration shall be in Tokyo, unless otherw ise agreed by the Parties.
21.4 If Registered Partner’s principal place of business is located in Latin America, the Caribbea n ,
or the United States, the validity, interpretation, and enf orcement of this Agreement shall be
governed by the domestic law s of the State of Calif ornia, United States of America, as if
perf ormed w holly w ithin the State and w ithout giving ef f ect to principles of conf licts of law s.
The Parties specif ically disclaim the application of the UN Convention on Contracts f or the
International Sale of Goods to the interpretation or enf orcement of this Agreement. The seat
of mediation and arbitration shall be in San Francisco, Calif ornia, unless otherw ise agreed by
the Parties.
21.5 If Registered Partner’s principal place of business is located in the Asia Pacific region (excluding
Australia, China and Japan), the Middle East (excluding Israel), Africa, Central and Eastern Europe
(excluding member states of the European Economic Area), Russia and the Commonwealth of
Independent States (CIS), or Israel, the validity, interpretation, and enforcement of this Agreement shall
be governed by the laws of England, without giving effect to principles of conflicts of laws..
21.6 If Registered Partner’s principal place of business is located in Brazil, the validity,
Brazil, w ithout giving ef f ect to principles of conf licts of law s. The Parties specif ically disclaim
the application of the UN Convention on Contracts f or the International Sale of Goods to the
interpretation or enf orcement of this Agreement. The seat of mediation and arbitration shall
be in San Francisco, Calif ornia, unless otherw ise agreed by the Parties .
22. M is ce llane ous .
22.1 A ssignment. Neither this Agreement, nor any rights under this Agreement, may be assigned
or delegated by Registered Partner w ithout the express prior w ritten consent of Cisco. Any
attempted assignment in violation of the preceding sentence shall immediately terminate the
Agreement and be w ithout legal ef f ect. Cisco shall have the right to assign all or part of this
Agreement to another Cisco or Cisco-af f iliated entity w ithout Registered Partner’s approval.
22.2 Relationship of the Parties; No Partnership. Each Party to this Agreement is an independe n t
contractor. This Agreement does not create any agency, partnership, joint venture,
employment or f ranchise relationship. Furthermore, no labor relationship betw een Cisco and
Registered Partner employees is created hereby. Registered Partner shall indemnif y and hold
Cisco harmless of any claim or judicial action w hatsoever f rom any Registered Partne r
employee. Neither Party has the right or authority to, and shall not, assume or create any
obligation of any nature w hatsoever on behalf of the other party or bind the other party in any
respect w hatsoever. Notw ithstanding the use of the term "Partner" in this Agreement, the
Parties do not intend to create any legal relationship of partnership betw een them, and neither

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w ill assert to any third party or otherw ise claim that such a legal relationship exists betw een
them.
22.3 Survival. Part A and Sections B.3, B.4, B.6.2, B.6.3, B.8, B.9.3 and B.10 through B.22shall
survive the expiration or termination of this Agreement.
22.4 Notices. All notices required to be provided under this Agreement shall be provided (a) by
Registered Partner, to contract-notice@cisco.com, and (b) by Cisco, to the electronic mail
address provided by Registered Partner w ith its Partner Registration application. Notices shall
be deemed received one business day af ter being sent by e-mail.
22.5 Enf orceability.
22.5.1 Registered Partner agrees that the electronic mail address it has provided
corresponds to a person that has the capacity and authority to execute this
Agreement and any amendments on behalf of Registered Partner.
22.5.2 Registered Partner and Cisco each w aive any def ense to the validity or
enf orceability of this Agreement arising f rom the electronic submission and
electronic acceptance of this Agreement by Registered Partner.
22.5.3 If Registered Partner needs a physical document evidencing the Agreement ,

Registered Partner may (i) print the accepted Agreement or (ii) request f rom Cisco
a signed version, in w hich case Registered Partner shall print and return to Cisco
tw o (2) printed, executed originals of the Agreement. Such printed originals shall
not be deemed accepted by Cisco unless Cisco returns one (1) counter -signed
original to Registered Partner.
22.5.4 Registered Partner agrees that any contact associated w ith its online prof ile w ith
Cisco, as identif ied by electronic mail address and CCO ID, corres ponds to a
current employee or person w orking under a valid contract on behalf of Registere d
Partner to perf orm specif ic ongoing job f unctions w hich require access to Cisco
Channel resources.
22.5.5 Registered Partner w ill maintain a current list of approved contact associations.
Furthermore, Registered Partner w ill disassociate employees and contractors f rom
its online prof ile as soon as their employment is abandoned or terminated.
22.5.6 Registered Partner’s employees and contractors w ill not share CCO IDs, w hich
enables Cisco.com users to view and access personalized inf ormation online. If
employees do share CCO IDs, Registered Partner w ill not be in compliance w ith
Cisco’s privacy policy statement and EU regulations, w hich stipulate that Cisco w ill
not share personal inf ormation w ith another individual w ithout express approval.
22.6 A udit. Registered Partner w ill keep f ull, true, and accurate records and accounts (“Re cords ”),
including but not limited to details of the purchase order issued by Registered Partner, the
purchase order received by Registered Partner f rom the End User, documentary proof of
delivery to the End User, including signatures and stamps, End User sales invoices, relevant
serial numbers, proof of payment, supply contracts, any applicable Cisco special pricing codes
(such as Deal IDs), and documentation related to the Records, in accordance w ith generally -
accepted accounting principles, of each Cisco Service and Product purchased and resold,
including inf ormation regarding compliance w ith Cisco marketing and sales programs,
Sof tw are usage and transf er, and export. Records may be kept in electronic or hardcopy f orm.
Registered Partner shall keep such Records f or no less than three (3) years af ter the
termination of this Agreement. Registered Partner shall make these Records available f or
audit by Cisco upon f if teen (15) days prior w ritten notice, during regular business hours, at
those locations w here Partner may maintain relevant records. Additionally, Registere d
Partner shall make such Records available via email if requested by Cisco. Registere d
Partner additionally acknow ledges that f rom time to time Cisco or its independent auditors
may request data extracts f rom the electronic Records (including supervised access to the f
unctioning data processing system f rom w hich the data w as extracted in order to review
records related to Cisco Products and Services to verif y payment, suppliers , and related
details) and may conduct additional specif ic audits w ith the purpose of monitoring a nd

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ensuring compliance by Registered Partner and its Authorized Source w ith Cisco's policies
and applicable law s. Such audits may include, w ithout limitation, investigations in order to
prevent the acquisition, use, promotion or Resale of Non-Genuine Products and/or
Unauthorized Cisco Products. Audits may include the requirement f or access to any Cisco
Products stored or used onsite, and verif ication of the proper use, tracking, and location of
any Not For Resale Products. When requested, Registered Partner shall collaborate w ith
Cisco's auditors and provide accurate and truthf ul inf ormation. In all cases, Registered Partne r
agrees to bear, and/or promptly repay to Cisco, all costs, f ees , and expenses, incurred by
Cisco in the perf ormance of any such audit and/or investigation that discloses any materia l
breach of this Agreement by Registered Partner. Registered Partner acknow ledges and
accepts that, in addition to the above audit rights, Cisco may directly contact any End User at
any time in order to verif y and/or inf orm End Users about Registered Partner's compliance or
non-compliance w ith this Agreement. Registered Partner acknow ledges and accepts that
Cisco shall be entitled to recover its costs incurred as a result of Registered Partner’s f ailure
to maintain, and provide access to, the Records in compliance w ith the provisions of this Audit
section, and Cisco shall be entitled to recover any revenue lost due to misuse by Registere d
Partner of any program or promotion, and, if Registered Partner does not reimburse Cisco
w ithin 60 days f or all amounts improperly claimed, paid, or due, Cisco may , in addition to any
other remedy, w ithhold Registered Partner’s access to programs , promotions, and special
pricing or discounts.
22.7 Data Protection. Partner agrees to the f ollow ing in regard to data protection:
22.7.1 Partner w ill use any data related to sales leads solely f or the purpose of contacting
the prospective End Users identif ied (the “Lead”) in connection w ith the promotio n
and resale of Cisco Products and Services, and f or no other purpose.
22.7.2 Partner w ill not disclose or transf er any Lead data to any other party, w ithout the
prior permission of Cisco or the applicable End User (except as otherw ise required
by applicable law , in w hich case Par tner must f irst notif y Cisco and the End User,
if allow able by law ).
22.7.3 Lead data is Conf idential Inf ormation of Cisco and the prospective End User.
Partner agrees to protect Lead data w ith saf eguards reasonably designed to
protect the inf ormation against unauthorized access, use, and disclosure. These
saf eguards are in addition to any other conf identiality and security obligatio n s
contained in agreements betw een Partner and Cisco.
22.7.4 Partner w ill use Lead data in compliance w ith applicable law s and regulations ,
including, w ithout limitation, those governing unsolicited marketin g
communications.
22.7.5 Partner w ill indemnif y and hold Cisco harmless f rom and against any damag e ,
injury, loss, claim, or liability incurred as a result of Partner’s failure to abide by this
Section 22.7.
22.8 URLs. Registered Partner hereby conf irms that it has the ability to access, has accessed, has
read and agrees to, the inf ormation made available by Cisco at all of the w orld w ide w eb
sites/URLs/addresses/pages ref erred to anyw here throughout this Agreement. Registere d
Partner acknow ledges that Cisco may modif y any URL address or terminate the availability of
any inf ormation at any address w ithout notice to Registered Partner.
22.9 Other Remedies. All Cisco remedies specif ied in this Agreement shall be in addition to, and
shall in no w ay limit, any other rights and remedies that might be available to Cisco, all of
w hich Cisco hereby expressly reserves.
22.10 Translations. This Indirect Channel Partner Agreement is prepared in the English language .
Other languages are translations f or convenience purpose only. If there is any conf lict betw een
the original English language and other languages, to the extent permitted by law , the Englis h
language shall prevail.

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22.11 Communicat ions. By entering into this Agreement, Registered Partner agrees to receive
communications and emails f rom Cisco and Cisco Authorized Distributors regarding
onboarding, certif ications, programs, incentive accounts, conduct, and requirements.
22.12 Marketing. By entering into this Agreement, Registered Partner agrees to allow Cisco to share
aggregated inf ormation collected f rom Registered Partner’s sales (such as results f rom
statistical models as to propensity to buy and customer w allet s hare) w ith other Cisco Chann e l
Partners to market to End Users .
22.13 Severability. In the event that any of the terms of this Agreement become or are declared to
be illegal or otherw ise unenf orceable by any regulatory body or court of competent jurisdic tion ,
such term(s) shall be null and void and shall be deemed deleted f rom this Agreement. All
remaining terms of this Agreement shall remain in f ull f orce and ef f ect. Notw ithstanding the f
oregoing, if this paragraph becomes applicable and, as a result, the value of this Agreemen t is
materially impaired f or either Party, as determined by such Party in its sole discretion, then the
af f ected Party may terminate this Agreement by w ritten notice to the other.
-End-
Company: __________________________
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

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Attachm e nt A to the Indire ct Channe l Partne r Agre e m ent
Cis co Se rvice s Partne r Program
The Cisco Services Partner Program (“CSPP”) is an attachment (“Attachment”) that supplements the
Agreement and all the terms and conditions of the Agreement apply to this Attachment, provided that, to the
extent that there is a conf lict betw een the Agreement and this Attachment, the terms of this Attachment shall
take precedence over the terms and conditions of the Agreement w ith regard to the subject matter described
herein. This Attachment shall come in to effect upon execution of the Agreement. However, in the event Reseller has
renewed the Agreement after the expiration of the prior agreement, then Reseller must re-register to become authorized
under CSPP for the subsequent Term.
1 DEFINITI ONS.
1.1 Additional Program Docum e ntation means the Cisco Services Partner Program Operation s
Guide, Build Your Services Portf olio and Cisco Services Partner Program Eligible Booking s
Guide incorporated by ref erence w ithin the Program Guide.
1.2 Cis co Brande d Se rvice s means those service of f erings identif ied as Technical Services and
Advanced Services made available f or purchase and resale by Reseller under the Progra m,
w hich can be f ound at w w w.cisco.com/go/cspp.
1.3 Collaborative Se rvice s means those service of f erings identif ied as Collaborative Technica l
Support and Collaborative Prof essional Services made available f or purchase by Reselle r
under the Program, w hich can be f ound at http://w w w .cisco.com/go/cspp.
1.4 De live rable (s ) means, w ith respect to each Service Description or SOW, the Reports to be
delivered by Cisco to Reseller as specif ied in the Service Description or SOW, if any.
1.5 End Us e r Ne tw ork Inform ation means the inf ormation about End User’s netw ork that is
collected, stored, and analyzed in connection w ith the Data Collector Tool, and may include ,
w ithout limitation, the f ollow ing inf ormation: conf igurations (including running conf igurations
and startup conf igurations), product identif ication numbers, serial numbers, hos t names ,
equipment locations, IP addresses, system contacts, equipment models, f eature sets,
sof tw are versions, hardw are versions, installed memory, installed f lash, boot versions, chassis
series, exceptions to such inf ormation (e.g., duplicate host name, duplicate IP address, device
running interim release image), slot IDs, card types, card f amilies, f irmw are versions, and
other netw ork and inventory inf ormation as deemed appropriate by Cisco.
1.6 Exclude d Se rvice Program s means those services not available under the Program but
made available under Cisco’s Solution Technology Integrator program, Cisco’s Partne r
Essential Operate Support program, and Cisco’s Smart Care Service program, and any other
services that Cisco elects to exclude f rom this Program, subject to providing suf f icient Notice .
1.7 Inte lle ctual Prope rty means any and all tangible and intangible: (i) rights associated w ith
w orks of authorship throughout the w orld, including but not limited to copyrights, neighborin g
rights, moral rights, and mask w orks, and all derivative w orks thereof , (ii) trademark and trade
name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and
other industrial property rights, (v) all other intellectual and industrial property r ights (of every
kind and nature throughout the w orld and how ever designated) w hether arising by operatio n
of law , contract, license, or otherw ise, and (vi) all registrations, initial applications, renew als,
extensions, continuations, divisions or reissues thereof now or hereaf ter in f orce (includin g
any rights in any of the f oregoing).
1.8 Othe r Product means Product an End User acquired f rom sources other than Reseller.
1.9 Pre vious Se rvice Program means the support program(s) including, but not limited to, Cisco
Brand Resale (“CBR”), Cisco Shared Support Program (“CSSP”) , and Cisco’s Partner-Co r e
Bridge Service program, and Co-Brand Foundation Program, under w hich Reseller w as or
may have been previously participating and receiving services f rom Cisco prior to the Progr a m
becoming available.
1.10 Program means the Cisco Services Partner Program.

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1.11 Program Guide means the governing document f or Cisco Services Partner Program, def ining
program elements, including, but not limited to, eligibility, perf ormance management, and any
applicable rebates. The Program Guide (including the Additional Program Documentat io n
incorporated therein) applicable f or transactions through Cisco China Company, Limited and
Cisco (China) Innovation Technology Co., Ltd. is the country-specif ic Program Guide f or the
People’s Republic of China made available by Cisco on http://w w w .cisco.com/go/cspp.
1.12 Program Start Date means the date w hen Reseller is authorized to participate in the Progr a m
and shall be the i) Ef f ective Date of this Agreement f or Territory in w hich Cisco has made the
Program available or ii) the date provided in a notice by Cisco on the Program w ebsite and/or
via email that the Program is being made available in an applicable Territory.
1.13 Re port(s ) means a report or reports generated by Cisco based on End User Netw ork
Inf ormation. The inf ormation contained in Reports may include part or all of the collected En d
User Netw ork Inf ormation, product alert inf ormation, and such other inf ormation as Cisco
deems appropriate.
1.14 State m e nt of Work or SOW means the documents agreed upon by the parties that def ine
the services and deliverables, if any, to be provided there under.
1.15 TAC means Cisco’s Technical Assistance Center.
1.16 Te rritory means the country or countries in w hich Cisco has made the Program available to
Reseller.
1.17 Tool(s ) means the sof tw are or hardw are appliance, commonly ref erred to as “Data Collecto r
Tools” or “Collectors”, w hich enables Reseller to run, on one or more computers connected to
an End User’s netw ork, data collection devices in order to collect, analyze and provide reports
regarding End User Netw ork Inf ormation.
2 SCOPE OF THE PROGRAM .
2.1 This Attachment sets f orth the governing terms and conditions f or the Program under w hich
Reseller is authorized to purchase and license Services f rom Authorized Source as of the
Program Start Date. Except f or Excluded Service Programs, any other attachment (s) ,
exhibit(s) and/or appendices to the Agreement addressing services supported under a
Previous Service Program w ithin a Territory in w hich Program has been available is hereby
deleted in its entirety as of the Program Start Date.
2.2 Reseller is eligible to participate in Previous Service Program in Territory f or w hich CSPP has
not yet become generally available. When the Program becomes available in a Territory (and
Reseller is notif ied by Cisco of that availability), Previous Service Program w ill automatically
terminate w ithin such Territory and Reseller w ill gain entry in to Program in the applicable
Territory and be entitled to participate in any service of f erings f or w hich eligibility requirement s
have been met.
3 ELIGIBILITY. Reseller acknow ledges that it is authorized to provide Services under this Progr a m f
or Products only on those technologies w here Reseller has achieved such Cisco designate d
specializations or certif ications as specif ied in the eligibility portion of the Program Guide and/or
Additional Program Documentation. Additionally, Reseller understands and acknow ledges that Cisco
may f rom time to time require Cisco’s Advanced Technology Provider certif ication or other
specializations as a pre-requisite to the Reseller being certif icated as meeting the requirements to
support certain technologies or Products.
4 CHANGE OF SCOPE. Cisco reserves the right to make changes to the Program, or parts thereof ,
at any time, including, but not limited to, the eligibility criteria, perf ormance metrics, service of f erings,
and rebates. Any Program changes shall bec ome ef f ective ninety (90) days f rom the date of Notic e
provided by Cisco.
5 CISCO RIGHTS AND OBLIGATIONS.
5.1 Cisco w ill make available the Services listed at http://w w w .cisco.com/go/csppf or purchase and
resale, as applicable, by Reseller under the Program. Services are subject to availabilit y

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limitations specif ied in the applicable Service Description. For any Services provided by Cisco
directly to End User, Cisco shall perf orm the Services on behalf of Reseller, acting as
Reseller’s subcontractor.
5.2 Inspection Fee. In order to be eligible to receive support services as set out herein f or Product
that has not been previously supported, f or Product w here support has lapsed and/or f or Other
Product, the f ollow ing shall apply:
5.2.1 Cisco may charge an inspection f ee f or Product and/or Other Product in accordance
w ith Cisco’s standard f ee schedule on the Price List in ef f ect at the time of inspection
(any related upgrades, replacements, repairs, or troubleshooting are excluded); and
5.2.2 Cisco w ill validate a Sof tw are license exists f or Sof tw are to be supported. Where a
valid Sof tw are license does not exist, a Sof tw are license f ee shall be payable by
Reseller to Cisco.
5.3 Support under Previous Support Program. Product f or w hich support w as paid under Previou s
Support Program shall continue to be supported at the same level previously purchased until
expiration of the support term af ter w hich time any f urther support shall be subject to the terms
of the Program.
6 RESELL ER RIGHTS AND OBLIGATIONS.
6.1 Reseller has read, understood, and agrees to comply w ith Program Guide, and Additiona l
Program Documentation contained therein, located at http://w w w .cisco.com/go/cspp, w hich is
incorporated herein by ref erence and may be updated f rom time to time by Cisco in its sole
discretion under Section 4.0 (Change of Scope). Reseller must comply at all times w ith
requirements of particular Services, Program Guide, and Additional Program Documentat io n
in order to achieve and retain the benef its of the Program, including any associated rebates.
6.2 Prior to accepting a purchase order f rom an End User f or Services provided by Cisco directly
to End User, Reseller shall ref er the End User to http://w w w .cisco.com/go/servicedescriptions , w
here the relevant Service Description and End User Obligations are posted , or provide a
current copy of such documents to End User and ensure that End User understands (i) Cisco's
obligations, (ii) End User's responsibilities under the applicable Service Description, and (iii)
End User Obligations.
6.3 For transactions through Cisco China Company, Limited and Cisco (China) Innovatio n
Technology Co., Ltd., Reseller acknow ledges and agrees that no rebates are available and
any additional or dif f erent compensation f or such transactions is set f orth in the Program Guid e f
or the People’s Republic of China.
7 REPRESENTATI ON OF CISCO BRAND. Reseller agrees to comply w ith the guidelines located at
http://w w w .cisco.com/w eb/partners/market/partner -marks.html, w hich is incorporated herein by
ref erence.
8 RESERV ED.
9 LICENSE. Subject to the terms and conditions herein, Cisco grants to Reseller a limited, revocable,
non-exclusive, non-transf erable license to (a) use, display, reproduce, modif y, and distribut e
Deliverables; (b) create, use, reproduce, and distribute derivative w orks of the Deliverables; an d c)
distribute Sof tw are that Reseller may receive as a result of Services provided under the Progra m,
only on Product covered under the Program. The license herein is granted solely f or Reseller’s
support of End Users during its participation in the Program and solely f or use w ith Cisco products.
Reseller may not sublicense to any persons or entity any rights to reproduce or distribute the
Deliverables. Cisco also may terminate this license upon w ritten or oral notice to Reseller, w ith or
w ithout prior notice.
Access to and use of Tool(s) by Reseller is subject to acceptance of the Cisco End User License
Agreement located at w w w.cisco.com/go/w arranty , incorporated by ref erence and made a part
hereof . Reseller agrees to return Tool(s) upon termination of the license or upon Cisco’s request that
the Tool(s) be returned to Cisco.

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10 OWNERSHIP.As betw een Reseller and Cisco, Cisco shall at all times retain all right, title, and interest
in and to all pre-existing Intellectual Property ow ned by Cisco as of the Ef f ective Date and all
Intellectual Property in and to the Services and Deliverables or other Intellectual Property p rovided
or developed by Cisco or a third party on Cisco’s behalf thereaf ter. As betw een Reseller and Cisco,
Reseller shall at all times retain all right, title, and interest in and to all pre-existing Intellect u a l
Property ow ned by Reseller as of the Ef f ective Date and all Intellectual Property that is developed by
Reseller or by a third party on Reseller’s behalf thereaf ter w ithout the benef it of any of Cisco’s
Intellectual Property. Third party hardw are and sof tw are shall at all times be ow ned by the ap plicab le
third party.
11 WARRANTY.ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A

WORKMANL IKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, CISCO HEREBY
DISCLAIMS AND RESELL ER WAIVES ALL REPRESENTATIONS, CONDITIONS, AND
WARRANTIES (WHETHER EXPRESS, IMPL IED, OR STATUTORY), INCLUDING, WITHOU T
LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABIL ITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET
ENJOYMENT, ACCURACY, (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF
PERFORMA NCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY
CANNOT BE DISCLAIM ED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICA BL E
EXPRESS WARRANTY PERIOD. RESELL ER’S SOLE AND EXCLUSIV E REMEDY FOR BREA CH
OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR
CANCELLATION OF THE APPLICABL E SERVICE ORDERED AND RETURN OF THE PORTI O N
OF THE SERVICE FEES PAID TO CISCO BY AUTHORIZ ED SOURCE FOR SUCH NON -
CONFORMING SERVICES.
12 LIM ITATION OF LIABILITY AND CONSEQUENT IAL DAM AGES WAIVER.
12.1 ALL LIABILITY OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPL OY EES,
AGENTS, AND SUPPL IERS (COLLECTIV ELY ) FOR CLAIMS ARISING UNDER THIS
ATTACHMENT OR OTHERWISE HOWSOEV ER ARISING SHALL BE LIMITED TO THE
AMOUNT PAID BY AUTHORIZ ED SOURCE TO CISCO PURSUA NT TO THE RELEV A N T
SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR
CIRCUMSTA NCES FIRST GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF
LIABILITY IS CUMULA TIV E AND NOT PER-INCIDENT (I.E., THE EXISTENCE OF TWO OR
MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
12.2 EXCEPT FORRESELL ER’S BREACH OF SECTION 9 (LICENSE), IN NO EVENT SHAL L

EITHER PARTY, ITS RESPECTIV E AFFILIATES, OFFICERS, DIRECTORS, EMPL OY EES,
AGENTS, OR SUPPL IERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, OR LOST REVENUE, LOST PROFITS, OR LOST OR
DAMAGED DATA, WHETHER ARISING IN CONTRA CT, TORT (INCLU D I N G
NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORM ED OF THE
POSSIBIL ITY THEREOF.
12.3 RESELL ER EXPRESSLY ACKNOWL EDGES AND AGREES THAT IT IS SOLEL Y

RESPONSIBL E FOR THE DETERMINA TION AND IMPL EMENTA TION OF THEIR END
USER’S NETWORK, DESIGN, BUSINESS, OR OTHER REQUIREM ENTS AND THA T
CISCO SHALL NOT BE RESPONSIBL E FOR THE FAILURE OF DELIVERABL ES AND/ OR
RELATED SOFTWARE TO MEET END USER’S NETWORK, DESIGN, BUSINESS, OR
OTHER REQUIREMENTS.
12.4 If this Agreement is governed by the law s of England, the f ollow ing w ill apply.
12.4.1 Nothing in this Agreement shall limit (i) the liability of Cisco, its Af f iliates, of f icers,
directors, employees, agents and suppliers to Reseller f or personal injury or death
caused by their negligence, (ii) Cisco's liability f or f raudulent misrepresentation, or
(iii) Cisco's liability in connection w ith any terms w hich cannot be excluded under
applicable law .
13 DATA USAGE AND PROTECTION.

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13.1 Cisco shall use all Personal Data in accordance with this Agreement and Cisco’s Privacy Statement
located at https://www.cisco.com/c/en/us/about/legal/privacy-full.html. “Personal Data” shall have the
same meaning given to Personal Information in Cisco’s Privacy Statement.
13.2 Cisco shall, during the term of this Agreement, comply with all applicable mandatory laws in connection
with any processing of Personal Data which it undertakes in the performance of or in connection with
this Agreement, or which may otherwise apply, including without limitation, privacy or data protection
laws applicable in the country or countries where Personal Data is collected, held, or otherwise
processed.
13.3 Cisco shall not transfer End User Personal Data outside of a particular jurisdiction unless permitted
under applicable mandatory law and Cisco meets the security, privacy, and other legal requirements
to allow such transfer.
13.4 Where Cisco processes Personal Data from the EEA or Switzerland, Cisco shall perform such
processing in a manner consistent with the Privacy Shield Principles (see www.commerce.gov/privacyshield)
or its successor framework(s) to the extent the Principles are applicable to Cisco’s processing of such data.
“EEA” means the European Economic Area and includes countries that are members of the European Free
Trade Association and the then-current, post-accession member states of the European Union.
13.5 Where Cisco processes Personal Data from an APEC Member Economy, Cisco shall perform such processing
in a manner consistent with the APEC Cross Border Privacy Rules Systems requirements (see www.cbprs.org) to
the extent the requirements are applicable to Cisco’s processing of such data. “APEC” means the Asia Pacific
Economic Cooperation (see www.apec.org for more information).
14 ASSIGNM ENT AND SUBCONTRACTI NG.
14.1 Without prejudice to the Assignment provision of the Agreement, Reseller may not delegate ,
assign, or subcontract any obligation w hich it has to an End User to provide support services f
or Products under the Program incorporating any of the Services, except w her e;
(i) otherw ise permitted in w riting by Cisco or w ith its prior w ritten consent; or
(ii) Reseller subcontracts to a company that meets the qualif ication criteria f or participation
under the Program but is acting as a subcontractor to Reseller (“Services Only
Partner”); or
(iii) Reseller subcontracts to a service provider in respect of w hich Reseller demonstrates to

Cisco's reasonable satisf action, such approval not to be unreasonably w ithheld or
delayed, that the service provider provides support servic es of an equivalent level of
quality to a Reseller qualif ied under the Program.
14.2 In the event that the Territory includes a country w ithin the European Economic Area (“EEA”),
Reseller is authorized to provide support services incorporating the Services under the
Program in an EEA country (“Destination Country”) w here it is not qualif ied to participate in
the Program, provided it has either: (i) subcontracted the Services to a Services Only Partne r
qualif ied in the Destination Country as set f orth above; or (ii) made other arrangements to
Cisco’s reasonable satisf action, such approval not to be unreasonably w ithheld or delayed, to
provide support services in the Destination Country of a quality equivalent to a Services Only
Partner qualif ied in that country.
14.3 In all permitted exceptions identif ied above, the Reseller subcontracting the Services shall
remain entirely responsible and any actions taken by the Reseller or the Services Only Partne r
w ill count in the measurement of Reseller’s perf ormance metrics under the Program.
15 TERM AND TERM INATION.
15.1 In addition to all rights and remedies w hich it may have under the Agreement, Cisco may
terminate or suspend its perf ormance in respect of some or all Products covered under this
Program, w hether or not Products w ere purchased prior to or subsequent to the Ef f ective
Date, immediately upon Notice if (i) Cisco receives notice f rom its Authorized Distributor of

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Reseller’s f ailure to pay f or the Services w hen due and f ails to make such payment w ithin f
if teen (15) days af ter Cisco’s receipt of such notice f rom its Authorized Distributor; (ii) if
Reseller breaches the provisions of Section 9 (License), sub-Section 17.2 (Disclosure of
Contract Inf ormation), sub-Section 17.3 (Service Marks), and/or any of the material provisions
of this Attachment and f ails to remedy such breach w ithin thirty (30) days af ter w ritten
notif ication by Cisco to Reseller of such breach; (iii) in the event that Cisco discontinues
Service f or one or more Product f or w hatever reason, or (v) the Agreement terminates.
15.2 Cisco may at any time terminate the Program f or convenience, f or any reason or no reason,
by providing Reseller w ith ninety (90) days prior w ritten notice of termination.
15.3 This Attachment shall terminate w hen the Agreement terminates.
15.4 In the event that Cisco’s obligations to Reseller under this Program w ith respect to support of
Product f or w hich payment w as made prior to the expiration of the term as set f orth in this
Section extend beyond the term as applicable, and provided that Reseller complies w ith the
terms of the Agreement and its obligations in this Attachment, Cisco w ill provide support to
Reseller f or the term of support specif ied in the purchase order issue to Cisco by Authorized
Source provided that the maximum period of support shall not exceed three (3) years f rom the
date of such purchase order.
16 INDEM NIFI CATION. Reseller hereby indemnif ies and holds Cisco harmless f rom any claim, loss,
damage, or expense, including, but not limited to, reasonable court costs and attorney s’ f ees,
resulting f rom any claim made by End User against Cisco that: (a) Reseller has f ailed to provide En d
User w ith support services in accordance w ith an agreement betw een Reseller and End User; or (b)
Reseller has f ailed to comply w ith or perf orm its obligations set f orth in this Agreement, w hether under a
claim of a third party benef iciary or otherw ise. This shall not limit Cisco's obligations, subject to the
terms of this Agreement, to provide the support services described herein.
17 GENERAL.
17.1 Third Party Services . Cisco reserves the right to subcontract the provision of all or part of the
Services to a third party.
17.2 Disclosure of Contract Inf ormation. Reseller acknow ledges and agrees that in no event shall
any of the inf ormation contained in this Agreement or Reseller's service contract number(s) or
Cisco.com access inf ormation be disclosed to any third party. Such inf ormation shall be
considered Conf idential Inf ormation under the Agreement.
17.3 Service Marks. Reseller w ill not use Cisco’s service marks in any manner except as set out
in this Agreement or as mutually agreed upon in w riting.
17.4 Entitlement. Reseller acknow ledges that Cisco has the right to verif y an End User’s
entitlement to receipt of Servic es, and that End User is entitled to receive support services
only on Product f or w hich Reseller has paid the applicable license and support f ees to Cisco.
Reseller agrees to assist Cisco w ith enf orcement of End User entitlement as necessary,
including, w ithout limitation, providing serial number(s) to Cisco and enabling Cisco to
undertake inventory review (s).
17.5 Notices. All notices required or permitted under this A ttachment w ill be in w riting and w ill be
deemed given one (1) day af ter deposit w ith a commercial express courier specif ying next day
delivery (or tw o (2) days f or international courier packages specif ying 2 -day delivery), w ith
w ritten verif ication of receipt. All communications w ill be sent to the addresses set f orth on
the cover sheet of this Agreement or such other address as may be designated by a party by
giving w ritten notice to the other party pursuant to this paragraph. Notw ithstanding the above,
notices regarding changes to the Program may also be by posting on Cisco.com or by e-mail
or f ax.

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17.6 Survival. Sections 9 (License), 10 (Ow nership), 11 (Warranty), 12 (Limitation of Liability and
Consequential Damages Waiver), 13 (Data Usage and Protection), 15 (Term and

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Termination), 16 (Indemnification), and 17 (General) shall survive the termination or expiration
of this Attachrrent.
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INDIRECT CHANNEL PARTNER AGREEM ENT

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1. Cis co Authorization and Re s ale Rule s .

1.5 Renew al of Services.

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3. Re gis te re d Partne r Obligations .

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3.6.2.2 If Registered Partner is approved as a Cisco Registered Partner ,

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4. Gove rnm e nt Sale s.

4.2.1 Schedule Contracts. With respect to US General Services Administration (“ GSA”),

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6. Proprie tary Rights and Softw are Lice ns ing .

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9.4 Non-Genuine Products

9.4.2 If Registered Partner acquires, uses, promotes or Resells Non-Genuine Products

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12. Lim ite d Warranty / Warranty Dis claim e r.

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13.4. Exclusions. Cisco has no obligation f or any Claim based on:

13.4.1. Compliance w ith any designs, specif ications, requirements, or instructions

13.4.2. Modif ication of a Cisco-Branded Product by Registered Partner or a third party;

13.4.4. Combination, operation, or use of a Cisco-Branded Product w ith non-Cisc o

14.1.1 Lim itation of Liability. NOTWITHSTANDI NG ANYTHING ELSE HEREI N, AND

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14.2.1 Limitation of Liability.

14.2.1. 3 Nothing in this Agreement shall limit Registered Partner’s liability to

14.2.1. 4 Except f or liability arising out of 1) Registered Partner’s breach of

14.2.2 Waiver of Consequential Damages . EXCEPT FOR LIABILITY ARISING OUT OF

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16.1 Export Re s trictions and Controls .

16.2 Im port Cus tom s Com pliance .

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17. Obligation to M aintain Contacts .

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19. Com pliance w ith Law s , including Anti-Corruption Law s .

20. Dis pute Re s olution.

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The language to be used in the arbitration s hall be English.

22. M is ce llane ous .

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22.5 Enf orceability.

22.5.3 If Registered Partner needs a physical document evidencing the Agreement ,

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Cis co Se rvice s Partne r Program

1.10 Program means the Cisco Services Partner Program.

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1.15 TAC means Cisco’s Technical Assistance Center.

2 SCOPE OF THE PROGRAM .

5 CISCO RIGHTS AND OBLIGATIONS.

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6 RESELL ER RIGHTS AND OBLIGATIONS.

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11 WARRANTY.ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A

12 LIM ITATION OF LIABILITY AND CONSEQUENT IAL DAM AGES WAIVER.

12.2 EXCEPT FORRESELL ER’S BREACH OF SECTION 9 (LICENSE), IN NO EVENT SHAL L

12.3 RESELL ER EXPRESSLY ACKNOWL EDGES AND AGREES THAT IT IS SOLEL Y

13 DATA USAGE AND PROTECTION.

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(iii) Reseller subcontracts to a service provider in respect of w hich Reseller demonstrates to

15 TERM AND TERM INATION.