CSP Distributor Agreement

CSP Distributor Agreement

This CSP Distributor Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Supplier Name: , a corporation organized under the laws of , with its principal place of business at (hereinafter "Supplier"), and Distributor Name: , organized under the laws of , with a principal place of business at (hereinafter "Distributor"). Supplier and Distributor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Supplier develops, licenses, and distributes cloud service provider ("CSP") solutions and related products and services (the "Products"); and

WHEREAS, Distributor desires to obtain the right to market, promote, resell, and distribute the Products within the Territory, and Supplier is willing to appoint Distributor on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to marketing, distribution, support, pricing, and intellectual property during the Term of this Agreement.

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

1. DEFINITIONS

1.1 "Products" means the hardware, software, subscriptions, licenses, and professional services offered for distribution under this Agreement and listed in the Product Schedule or otherwise authorized by Supplier. Distributor shall not market or sell Products other than those listed in the Product Schedule without Supplier's prior written consent.

1.2 "Territory" means the geographic area described as:

2. APPOINTMENT

2.1 Appointment. Subject to the terms and conditions of this Agreement, Supplier hereby appoints Distributor as a non-exclusive/exclusive reseller of the Products in the Territory, and Distributor accepts such appointment. Exclusive status: Exclusive rights granted

2.2 Limits on Authority. Distributor shall have no authority to enter into contracts on behalf of Supplier or bind Supplier other than to place or accept purchase orders in accordance with this Agreement and Supplier's order acceptance practices.

3. PRODUCTS; PRODUCT SCHEDULE

3.1 Product Schedule. The initial Products to be distributed under this Agreement are described in the Product Schedule below. Supplier may modify the Product Schedule upon written notice to Distributor in accordance with Section 15 (Notices).

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with this Agreement. Thereafter the Agreement will automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach, provided that monetary breaches shall be subject to a fifteen (15) day cure period.

4.3 Effect of Termination. Upon termination, Distributor shall cease marketing and selling Products, return all confidential information and unused marketing materials, and pay all amounts due to Supplier. Termination shall not relieve either Party of obligations that by their nature survive termination.

5. ORDERS; PRICING; PAYMENT

5.1 Orders. Distributor shall submit purchase orders in writing or by Supplier's authorized order transmission methods. No purchase order is binding until accepted by Supplier in writing. Supplier may decline any order in its discretion if Distributor is in breach of this Agreement.

5.2 Pricing. Supplier will provide Distributor with a price list. Initial pricing or discounts are summarized below:

5.3 Payment Terms. Distributor shall pay invoices in accordance with Supplier's payment terms: . Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5.4 Minimum Purchase Obligations. Distributor agrees to use commercially reasonable efforts to meet the following minimum purchases: $ per . Failure to meet minimums after written notice may be grounds for termination.

6. DELIVERY; TITLE; RISK OF LOSS

6.1 Delivery Terms. Unless otherwise agreed in writing, delivery shall be Ex Works (Supplier facility). Risk of loss and title to tangible Products shall pass to Distributor upon delivery to the carrier. Digital Products or subscriptions are delivered upon Supplier's activation or provision of access credentials.

6.2 Inspection. Distributor shall inspect delivered Products promptly and notify Supplier in writing of any nonconformity within ten (10) business days. Distributor's failure to provide timely notice shall constitute acceptance.

7. DISTRIBUTOR OBLIGATIONS

7.1 Marketing and Promotion. Distributor shall use commercially reasonable efforts to market, promote, and sell Products throughout the Territory in accordance with Supplier's brand and marketing guidelines. Distributor shall not make representations inconsistent with Supplier's product documentation or price lists.

7.2 Reporting. Distributor shall provide sales, inventory, and forecast reports to Supplier on a basis in the form reasonably requested by Supplier.

7.3 Support. Distributor shall perform first-line customer support and escalate technical issues to Supplier per Supplier's support policies. Distributor will maintain qualified staff and appropriate training.

8. INTELLECTUAL PROPERTY; TRADEMARKS

8.1 Ownership. Supplier retains all right, title, and interest in and to its intellectual property, including trademarks, service marks, trade names, copyrights, patents, trade secrets, and know-how related to the Products. Distributor acquires no ownership rights by virtue of this Agreement.

8.2 Trademark License. Subject to compliance with this Agreement, Supplier grants Distributor a limited, non-exclusive, non-transferable license to use Supplier's trademarks and logos solely to market and sell the Products in the Territory in accordance with Supplier's trademark usage guidelines.

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other that is designated confidential or that by its nature should be treated as confidential, including pricing, product roadmaps, trade secrets, and customer data.

9.2 Non-Disclosure. Each Party shall maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information may be disclosed only to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

9.3 Survival. The obligations of confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

10. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Mutual Warranties. Each Party represents and warrants that it has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.

10.2 Supplier Warranty. Supplier warrants that it will provide Products in material conformity with Supplier's published specifications for a period of days following delivery. Supplier's sole obligation and Distributor's sole remedy for breach of the foregoing warranty shall be, at Supplier's option, repair, replacement, or refund of the purchase price.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.4 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY DISTRIBUTOR TO SUPPLIER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 Distributor Indemnity. Distributor shall indemnify, defend, and hold harmless Supplier and its officers, directors, employees, and agents from and against any third-party claims resulting from Distributor's breach of this Agreement, negligence, willful misconduct, or unauthorized modifications to Products.

11.2 Supplier Indemnity. Supplier shall indemnify, defend, and hold harmless Distributor from third-party claims alleging that Products, as provided by Supplier, infringe U.S. patents, copyrights, or trademarks, provided Supplier is promptly notified and allowed to control the defense and settlement, and Distributor cooperates in the defense.

12. COMPLIANCE; EXPORT

12.1 Laws. Each Party shall comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement, including those related to privacy, anti-corruption, and export controls.

12.2 Export Controls. Distributor shall not export, re-export, or transfer any Product or technical information without obtaining any required governmental authorizations and shall comply with applicable export control laws.

13. AUDIT; RECORDS

13.1 Records. Distributor shall maintain complete and accurate records relating to sales, pricing, inventory, and customer contracts for a period of three (3) years following the relevant transaction.

13.2 Audit. Supplier may, upon reasonable notice and during normal business hours, audit Distributor's records to verify compliance with this Agreement. Such audits shall be conducted no more frequently than unless Supplier has a reasonable basis to suspect material non-compliance.

14. NOTICES

14.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by certified mail, nationally-recognized overnight courier, or hand delivery to the addresses set forth below (or such other address as a Party designates by notice).

15. ASSIGNMENT

15.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

16. GOVERNING LAW; DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles.

16.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, the Parties shall submit the dispute to binding arbitration in accordance with the commercial arbitration rules mutually agreed by the Parties. Judgment upon the award may be entered in any court of competent jurisdiction.

17. MISCELLANEOUS PROVISIONS

17.1 Entire Agreement. This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

17.2 Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

17.3 Waiver. A waiver by either Party of any breach or default shall not constitute a waiver of any subsequent breach or default.

17.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that comes closest to the Parties' intent.

17.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

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