Legal SRA Document

Legal SRA Document

This Service Resale Agreement (the "Agreement") is made and entered into as of the day of , by and between Reseller Name: , with principal address at ; and Supplier Name: , with principal address at . Each of Reseller and Supplier may be referred to herein as a "Party" and jointly as the "Parties."

Recitals

WHEREAS, Supplier develops, licenses, or distributes the products and services described as: (the "Products"); and

WHEREAS, Reseller desires to market, promote and resell the Products within the territory described in this Agreement under the terms set forth herein; and

WHEREAS, Supplier desires to appoint Reseller on a non-exclusive or exclusive basis as specified below, and Reseller desires such appointment, subject to the terms and conditions of this Agreement.

NOW THEREFORE

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party related to business, customers, pricing, technical information, or other proprietary matters, whether disclosed orally, visually or in writing and identified as confidential or that reasonably should be understood to be confidential.

1.2 "Territory" means the geographic area described as: .

2. Appointment and Scope

2.1 Appointment. Supplier hereby appoints Reseller to market, promote, and resell the Products in the Territory, and Reseller accepts such appointment subject to the terms and conditions of this Agreement.

2.2 Scope. Reseller is authorized to resell the Products to End Customers and to provide first-line customer support only to the extent expressly permitted in this Agreement. Reseller shall not make any representations, warranties or commitments on behalf of Supplier except as expressly authorized in writing.

3. Reseller Obligations

3.1 Compliance. Reseller shall comply with all applicable laws and regulations in performing its obligations hereunder and shall not engage in false, misleading or deceptive marketing or advertising.

3.2 Reporting. Reseller shall provide sales reports and other reasonably requested documentation concerning sales, inventory and customer complaints on a quarterly basis or as otherwise agreed in writing.

4. Supplier Obligations

4.1 Supply. Supplier shall use commercially reasonable efforts to supply Products in accordance with accepted purchase orders and shall notify Reseller promptly of any anticipated delays.

4.2 Support. Supplier shall provide the level of technical support for the Products as described: .

5. Fees, Pricing and Payment

5.1 Pricing. The Reseller shall purchase Products from Supplier at the prices set forth in the applicable price schedule. Reseller's resale prices are at Reseller's discretion, provided Reseller complies with any minimum advertised price policies expressly communicated in writing.

6. Term and Termination

6.1 Term. This Agreement shall commence on the effective date and continue for an initial term of unless earlier terminated as provided herein.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the nature of the breach.

7. Confidentiality

7.1 Non-Disclosure. Each Party shall keep Confidential Information of the other Party confidential and shall not use or disclose such Confidential Information except as required to perform its obligations under this Agreement or as required by law, provided that the receiving Party gives prompt notice to the disclosing Party and seeks protective measures.

8. Intellectual Property

8.1 Ownership. Supplier retains all right, title and interest in and to its trademarks, trade names, copyrights, patents and other intellectual property associated with the Products. Nothing in this Agreement conveys any ownership interest in Supplier's intellectual property to Reseller.

8.2 License to Reseller. Supplier grants Reseller a limited, non-transferable, non-exclusive right to use Supplier's trademarks and marketing materials solely to market and resell the Products in the Territory in accordance with Supplier's brand guidelines.

9. Warranties; Disclaimer

9.1 Mutual Warranties. Each Party represents and warrants that it has the right and authority to enter into and perform this Agreement and that performance will not violate any other agreement.

9.2 Supplier Warranty. Supplier warrants that Products will materially conform to Supplier's published specifications for a period of from delivery. EXCEPT AS EXPRESSLY PROVIDED, THE PRODUCTS ARE PROVIDED "AS IS" AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. Indemnification

10.1 Indemnity by Supplier. Supplier shall indemnify and hold Reseller harmless from third party claims that the Products infringe a valid U.S. patent, copyright or trademark, subject to Supplier's sole control of the defense and settlement of any such claim.

10.2 Indemnity by Reseller. Reseller shall indemnify Supplier for claims arising from Reseller's breach of its obligations, unauthorized modifications, or negligent resale practices.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. A PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY RESELLER TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section. Notices shall be deemed given on the date of personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after mailing by certified mail.

13. Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No course of dealing, usage of trade, or failure to enforce any provision shall constitute an amendment.

14. Waiver

The waiver by either Party of a breach or failure to enforce any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws rules.

16. Entire Agreement

This Agreement, including any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that implements the original intent of the Parties as closely as possible.

18. 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 transmitted by electronic means shall be deemed original signatures for all purposes.

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