INDIRECT CHANNEL AGENT AGREEMENT

Transcription

1 INDIRECT CHANNEL AGENT AGREEMENT To register as an Indirect Channel Agent with Ericsson, your company must accept the terms and conditions of this Indirect Channel Agent Agreement (the "Agreement") and submit a Value Added Reseller Onboarding Form (the Application ). This Agreement applies to all Registered Agents, as defined in Part A below. This Agreement, effective as of, 2014 (the Effective Date ), is entered into by and between ("Registered Agent"), the same company identified in the applicable Application, and Ericsson Inc., a Delaware corporation ( Ericsson ). Part A. Definitions. The following definitions shall apply to this Agreement. 1. Added Value is the non-ericsson component or portion of the total solution which Registered Agent provides to End Users. Examples of Added Value are pre- and post-sales network design, configuration, trouble-shooting, and support and the sale of complementary products and services that comprise a significant portion of the total revenues received by Registered Agent from an End User of Ericsson Products. Registered Agent acknowledges that telesales, catalog sales, and sales over the Internet do not include Added Value if inbound communications from the prospective End User purchaser were exclusively prompted by something other than a face-to-face interaction between Registered Agent's sales representative and such prospective End User. Registered Agent further acknowledges that providing financing does not constitute Added Value. 2. Authorized Source means a distributor that is authorized by Ericsson to redistribute Products and Services within the Territory to Registered Agent, as they are from time to time identified at or as otherwise identified by Ericsson from time to time. 3. Ericsson-Branded means Products or Services bearing a valid Ericsson trademark or service mark. 4. Direct Resale Agreement means Ericsson s Distribution Agreement or any substantially similar Ericsson contract with a different title that authorizes Registered Agent to purchase Products and Services directly from Ericsson and Resell them to End Users either directly or indirectly. 5. End User is the final purchaser or licensee that: (i) has acquired Product, and/or Services for its own Internal Use and not for Resale, remarketing or distribution, and (ii) is identified as such purchaser or licensee by Registered Agent pursuant to Part B Section Internal Use is any business use of a Product for an End User's or Registered Agent s own internal use, which may include demonstrations of a Product for sales purposes; it is to be distinguished from the definition of Resale provided below. 7. Channel Agent Portal means any Ericsson website setup for the purposes of sharing information with authorized Registered Agents and Authorized Sources. These sites include, but are not limited to those sites accessed directly or indirectly via and 8. Marks means any Ericsson program or certification mark for which Registered Agent qualifies and has been approved by Ericsson. Marks expressly excludes any other Ericsson trademark, service mark, name, or logo. The Marks and the applicable qualification requirements are delineated in the Channel Agent Portal. 9. Products means the Ericsson hardware products, Software, and related documentation which Ericsson makes available to Registered Agent through an Authorized Source for Resale (or, in the case of Software, license grant to use such Software). 10. Professional Services means any pre- or post-sale services performed by Registered Agent for an End User, excluding training on Ericsson Products, which provides Added Value for Ericsson Products. Such services include without limitation pre- and post-sales network design, configuration, trouble-shooting, management (remote/virtual or on premise), and support on Ericsson Products.

2 11. Registered Agent means Resellers (including managed services / cloud providers) that have accepted the terms and conditions of this Agreement and that have submitted an Application that has been approved by Ericsson. An Application shall not be deemed approved until such time that Ericsson provides the Reseller with express written notice that the Application has been approved. 12. Resale includes any of the following sales or dispositions of a Product or Service: (a) transfer of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to the End User of such Product or Service; (b) retention of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) by the Registered Agent, but only where the Product or Service is deployed to facilitate the provision by the Registered Agent of hosting, outsourcing, managed services, cloud services, or any other provisioned services for the use of End Users who are not affiliated with the Registered Agent and who contract with the Registered Agent for the provision of such services. 13. Reseller is a Registered Agent that purchases and/or licenses Services and Products from an Authorized Source and Resells them directly to End Users. 14. Services means one or more of the Ericsson Branded Services made available by Ericsson to Registered Agent as may be detailed from time to time by Ericsson. 15. Service Description means the description of Services, as of the purchase date of such Services, to be made available by Ericsson, and the terms and conditions under which those Services are provided, as may be provided by Ericsson from time to time. 16. Software is the machine-readable (object code) version of computer programs developed or marketed by Ericsson, including firmware and any related documentation.

3 Part B. Registered Agent Terms and Conditions. 1. Ericsson Authorization and Resale Rules. 1.1 Ericsson Authorization. Subject to the terms and conditions set forth in this Agreement, and during this Agreement's term, as set forth below, Ericsson authorizes Registered Agent to purchase and/or license Services and Products only from an Authorized Source, and to Resell and/or redistribute such Services and Products directly to End Users. To assist Registered Agent in its sales and marketing efforts, Registered Agent may also purchase and/or license Services and Products for its own Internal Use for demonstration, evaluation, and lab equipment purposes Sales to End Users. Registered Agent certifies that it is acquiring the Products and Services solely for Resale to End Users, in accordance with this Agreement. Registered Agent will not Resell, license, sublicense or distribute Products or Services to other Registered Agents of Ericsson Products or Services, whether or not such other Registered Agents are authorized by Ericsson or by any other source to Resell or license Products or Services. 1.4 Renewal of Services Sixty (60) Days Prior to Service Contract Expiration Date: At least sixty (60) days prior to the expiration date of a Service contract, Ericsson, or its authorized agents, may send a Service contract renewal reminder notice to Registered Agent and Registered Agent will either: (i) initiate the Service contract renewal process with the End User and forward to an Authorized Source the completed service contract renewal with a valid purchase order; or (ii) notify Ericsson in writing of Registered Agent's intent to not renew the Services At the Service Contract Expiration Date: If, upon the expiration date of the Service contract, Registered Agent has not renewed the Services and has not provided a reasonable explanation for non-renewal to Ericsson or its authorized agents, Ericsson or its authorized agents, may contact the End User to arrange for the renewal of such Services Ericsson via another Ericsson-authorized Registered Agent. 2. Added Value Requirement. Each time a Registered Agent Resells Services or Products to an End User, Registered Agent will include its Added Value. Registered Agent must be able to demonstrate Products to prospective End Users at the End User's location and make Professional Services available for each Product Resold by Registered Agent. 3. Registered Agent Obligations. 3.1 Point of Sale Reports. Registered Agent shall identify the complete name and address of each End User in the applicable Product purchase order issued to the Authorized Source. Additionally, Registered Agent shall identify the complete name and address of each End User in writing within five (5) days of receiving any request from Ericsson or the Authorized Source. Registered Agent acknowledges that its provisioning to Ericsson of adequate End User information is critical in order for Ericsson to provide any applicable warranty and/or other service support, and to verify End User's entitlement to same. Registered Agent's material and unexcused failure to timely provide such End User information may be grounds for Ericsson's termination of this Agreement prior to its expiration. Additionally, Registered Agent must comply with any other point of sale reporting requirements published by Ericsson from time to time, and/or the Authorized Source(s) from which such Registered Agent purchases and/or licenses Services and Products. 3.2 Agreements with an Authorized Source. Registered Agent acknowledges that each Authorized Source may require Registered Agent to enter into other agreement/s with an Authorized Source. Registered Agent acknowledges and accepts that each Authorized Source is an independent party who is not empowered to act on behalf of Ericsson or bind or represent Ericsson in any manner. For the avoidance of doubt, this Agreement shall not constitute a sale, purchase or distribution agreement with Ericsson. Any arrangements between the Registered Agent and an Authorized Source with respect to the sale, purchase or distribution of Ericsson Products and/or Services will need to be defined in separate, specific agreements between Registered Agent and each Authorized Source selected by Registered Agent. 3.3 Additional Requirements. Registered Agent agrees to comply with such certification or training requirements as may be specified by Ericsson from time to time.

4 3.4 No Stocking of Product. Registered Agent may not stock Products beyond spare units as reasonably needed for support purposes.. 4. Government Sales For Government Sales: Schedule Contracts. With respect to US General Services Administration ( GSA ), California Multiple Award Schedule ("CMAS"), and other schedule contracts, Registered Agent is prohibited from placing Ericsson Products and Services on Registered Agent's GSA, CMAS, or any other schedule contract(s) without the express written approval from an authorized representative of Ericsson's sales organization Government Terms. Ericsson does not accept any government flow-down provisions, including, but not limited to, the United States Government Federal Acquisition Regulations ("FARs") and its supplements, Defense FARs, or NASA FARs, whether for Resale or Internal Use. Further, Ericsson will not provide any government-required representations or certifications to Registered Agent or any of Registered Agent's End Users Registered Agent acknowledges that the Trade Agreements Act, 19 U.S.C et seq., and its implementing regulations (collectively, the "TAA") limit the ability of the federal government to purchase items produced outside the United States and certain designated countries. Registered Agent acknowledges that not all Ericsson items are produced in the United States or designated countries and that only certain items specifically identified by Ericsson ("Designated Country Items") are certified as being produced in the United States or designated countries. If Registered Agent undertakes to sell items other than Designated Country Items to the federal government, Registered Agent accepts sole responsibility for ensuring that such sales may be made to the federal government Notwithstanding the foregoing, Registered Agent may Resell Products and Services to federal, state, provincial and local governments, subject to this Agreement and the applicable Ericsson qualification and eligibility requirements, including Ericsson s aforementioned disclaimers of supply representations or government flow-downs. 5. Pricing. 5.1 Registered Agent Prices. The prices Registered Agent pays for Services and Products will be set unilaterally by the Authorized Source from which Registered Agent purchases such Services and Products. Registered Agent is free to unilaterally determine its Resale prices. 6. Proprietary Rights and Software Licensing. 6.1 Grant of Rights. Subject to the terms and conditions set forth in this Agreement, and during this Agreement s term, Ericsson grants to Registered Agent a limited, nonexclusive, revocable license to receive from an Authorized Source and distribute to End Users all Ericsson proprietary rights embodied in or contained in any Product. Ericsson Products are subject to license terms which impose additional restrictions on the use, copying, or distribution of Software. 6.2 Rights Reserved by Ericsson. Except for the limited license provided to Registered Agent in the preceding Part B. Section 6.1, Ericsson reserves all right, title, and interest in and to each proprietary right embedded in or contained in any Product. Registered Agent acknowledges that, except as provided in Part B. Section 6.1 above, it shall not copy Software for the benefit of, or distribute any Software to, any other person or entity, including, without limitation, other Registered Agents. No sale of any Software is conveyed. 6.3 License Restrictions and Conditions. Registered Agent will not affix any other mark or name to any Product without Ericsson's express written permission. Registered Agent will not copy or redistribute any item of Software except as specifically permitted in this Part B. Section 6. Registered Agent agrees that it will not redistribute Software (including Software received as part of a Product) received from any source other than Ericsson or an Authorized Source. Registered Agent will not translate, reverse compile or disassemble the Software, and will transfer to each End User to which Registered Agent Resells Products

5 all end-user license terms and end-user documentation provided by Ericsson and accompanying such Products. Registered Agent will include the End User License Agreement provided by Ericsson or a link to the current copy of the End User License Agreement in the purchase agreement between Registered Agent and End User. 7. Registered Agent Benefits. Subject to Registered Agent's compliance with its obligations under this Agreement, Registered Agent shall be entitled to the following benefits: 7.1 Channel Agent Portal Access. Registered Agent shall have Agent-level access to the information, training, and tools on the Channel Agent Portal web site, provided Registered Agent's use of such information is subject to the terms and conditions of Channel Agent Portal (including, without limitation, Ericsson s software license terms associated with Registered Agent s downloading of any software from Channel Agent Portal) and the Confidentiality obligations of this Agreement set forth in Part B. Section 10 below; 7.2 Agent Locator Listing. Unless Registered Agent tells Ericsson in writing that it may not do so, Ericsson may include Registered Agent in the Ericsson Agent Locator tool within the Ericsson.com web site; 7.3 Registered Agent Logo. Subject to Part B. Section 9 below, Registered Agent may use the Marks to promote the sale of Products, Services and Professional Services to End Users. 8. Term and Termination. 8.1 Term. This Agreement, unless extended by written agreement of both parties or sooner terminated sooner pursuant to this Agreement, will expire upon the later of (a) March 31 of the second year following the one in which the Agreement is initially accepted by Ericsson, or (b) the date that the Registered Agent's most recent certification expires. 8.2 Termination. This Agreement may be terminated for convenience, for any reason or no reason, by either party upon no less than thirty (30) days prior written notice to the other. This Agreement may be terminated by Ericsson for cause at any time upon Registered Agent's material breach of the Agreement, on ten (10) days notice, except that this Agreement may be terminated by Ericsson immediately upon Registered Agent's breach of any provision of Parts B. Section 1.3 (Sales to End Users),, B. Section 2 (Added Value Requirement), B. Section 6 (Proprietary Rights and Software Licensing), B. Section 9 (Use of the Marks), B. Section 10 (Confidentiality and Publicity), B. Section 11 (End User License Agreement), B. Section 18 (Compliance with Laws, including Anti-Corruption Laws), B. Section 21.1 (Assignment), and B. Section 21.6 (Audit). 8.3 Effect of Termination. Upon the termination or expiration of this Agreement, Registered Agent's rights to purchase Services and Products from any Authorized Source shall immediately terminate, Ericsson shall discontinue all Registered Agent benefits listed in Part B. Section 7 above, and Registered Agent shall immediately (a) cease to represent itself as a Ericsson Registered Agent, and (b) cease its use of any of the Marks. 9. Use of the Marks. 9.1 During the term of this Agreement, and subject to all other terms and conditions of this Agreement, Ericsson grants to Registered Agent a nonexclusive, nontransferable, royalty-free, personal license to use the Marks in the exact form provided by Ericsson, solely to promote the Resale of Ericsson Products and Services to End Users. Registered Agent agrees and acknowledges that Ericsson is the sole owner of the Marks, and that all goodwill arising from use of the Marks shall inure to Ericsson s sole benefit. Registered Agent will not register or seek to register the Marks, or use or adopt any mark, name, domain name or designation that is confusingly similar to the Marks or otherwise violates Ericsson s rights in the Marks. 9.2 Registered Agent shall not affix the Marks or any other Ericsson trademark or name to any product. Registered Agent agrees that it will not use the Marks or any other Ericsson marks or names in anyway not expressly authorized by Ericsson in writing. Registered Agent's use of the Marks shall conform to the Ericsson s guidelines and qualifications furnished to Registered Agent by Ericsson. Registered Agent shall comply promptly with any request by Ericsson that Registered Agent modify, correct or cease any noncomplying use of the Marks. 9.3 Upon termination or expiration of this Agreement, Registered Agent agrees to cease immediately all use

6 of the Marks. Registered Agent also shall cease immediately holding itself out as a Registered Agent of Ericsson products or implying an association or affiliation with Ericsson. 10. Confidentiality and Publicity. In the event that either Party receives from the other Party information that is marked as confidential, the receiving Party shall protect that information using the same degree of care as it uses to protect its own sensitive business information, but not less than a reasonable degree of care, and shall not disclose such information to any third party without the disclosing Party's prior written consent. Registered Agent shall only use Ericsson's confidential information in connection with the promotion and Resale of Products and Services. Upon the termination or expiration of this Agreement, each Party will promptly return or destroy any confidential information provided by the other Party. Except as expressly provided in this Agreement, neither Ericsson nor Registered Agent will issue press releases or make other public announcements that identify Registered Agent as an authorized or registered Ericsson Channel Agent without the express written consent of the other party. In addition, Registered Agent shall at no time (nor cause any third party to) take any action, publish or otherwise communicate anything which is or may be detrimental to the business reputation of Ericsson. 11. End User License Agreement. ALL SOFTWARE MADE AVAILABLE TO REGISTERED AGENT, INCLUDING BUT NOT LIMITED TO THE SOFTWARE DOWNLOADED VIA CHANNEL AGENT PORTAL AND ANY SOFTWARE ACQUIRED THROUGH AN AUTHORIZED SOURCE, EITHER WITH HARDWARE OR SEPARATELY, IS SUBJECT TO THE ERICSSON END USER LICENSE AGREEMENT UNLESS THE SOFTWARE IS BRANDED BY A THIRD-PARTY AND A THIRD-PARTY LICENSE ACCOMPANIES THE SOFTWARE (EITHER IN HARDCOPY OR ELECTRONIC FORMAT). REGISTERED AGENT S RIGHTS AND RESPONSIBILITIES WITH RESPECT TO ANY THIRD-PARTY BRANDED SOFTWARE SHALL BE GOVERNED BY THE LICENSOR S APPLICABLE SOFTWARE LICENSE. Information made available to Registered Agent through the Channel Agent Portal is made available subject to the terms contained in this Agreement and any additional terms as Ericsson may notify Registered Agent of through the Channel Agent Portal. Information provided through Channel Agent Portal may be used only in connection with Registered Agent's promotion and Resale of Products and Services. 12. Limited Warranty / Warranty Disclaimer Warranty. The warranty for Ericsson-Branded Products (which includes Products under the Ericsson- LG Brand) will be provided by Ericsson with the Product 12.2 Disclaimer. EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY STATEMENT SPECIFIED IN PART B. SECTION 12.1 ABOVE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF KNOWN TO ERICSSON), NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. REGISTERED AGENT SHALL NOT MAKE ANY WARRANTY COMMITMENT BEYOND THE LIMITED WARRANTY REFERENCED IN PART B. SECTION 12.1 ON ERICSSON S BEHALF. REGISTERED AGENT AGREES TO INDEMNIFY ERICSSON AND HOLD ERICSSON HARMLESS FROM ANY WARRANTY MADE BY REGISTERED AGENT BEYOND THE LIMITED WARRANTY REFERENCED IN PART B. SECTION Patent and Copyright Infringement Indemnification Claims. Ericsson will defend any claim against Registered Agent that a Product infringes third party patents or copyrights ( Claim ) and will indemnify Registered Agent against the final judgment entered by a court of competent jurisdiction or any settlements arising out of a Claim, provided that Registered Agent: Promptly notifies Ericsson in writing of the Claim; and Cooperates with Ericsson in the defense of the Claim, and grants Ericsson full and exclusive control of the defense and settlement of the Claim and any subsequent appeal Additional Remedies. If a Claim is made or appears likely, Registered Agent agrees to permit Ericsson to procure for Registered Agent the right to continue using the Product, or to replace or modify the Product with one that is at least functionally equivalent. If Ericsson determines that none of those alternatives is

7 reasonably available, then Registered Agent will return the Product and Ericsson will refund Registered Agent s remaining net book value of the Product calculated according to generally accepted accounting principles Exclusions. Ericsson has no obligation for any Claim based on: Compliance with any designs, specifications, or instructions provided by Customer or a third party on Registered Agent s behalf; Modification of a Product by Registered Agent or a third party; The amount or duration of use which Registered Agent makes of the Product, revenue earned by Registered Agent from services it provides that use the Product, or services offered by Registered Agent to external or internal customers; or Combination, operation, or use of a Product with non-ericsson products, software, or business processes Sole and Exclusive Remedy. This Part B.13 states Ericsson s entire obligation and Registered Agent s exclusive remedy regarding any claims for intellectual property infringement. 14. Limitation of Liability and Consequential Damages Waiver. The limits of liability for this Agreement are set forth as follows: 14.1 NOTWITHSTANDING ANYTHING ELSE HEREIN, AND EXCEPT FOR LIABILITY ARISING OUT OF (1) REGISTERED AGENT S BREACH OF PART B, SECTION 6 (PROPRIETARY RIGHTS AND SOFTWARE LICENSING) OR PART B, SECTION 11 (END USER LICENSE AGREEMENT) OF THIS AGREEMENT, (2) AMOUNTS DUE FOR PRODUCTS AND SERVICES PURCHASED OR SOFTWARE USED OR TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO BONA FIDE DISPUTE EXISTS, OR (3) CLAIMS OF FRAUD, ALL LIABILITY OF EACH PARTY AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID BY REGISTERED AGENT TO ANAUTHORIZED SOURCE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMIT SHALL NOT APPLY TO LIABILITY FOR DEATH OR BODILY INJURY RESULTING DIRECTLY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ERICSSON, OR FROM DAMAGE TO TANGIBLE PERSONAL PROPERTY (EXCLUDING LIABILITY FOR LOST DATA) RESULTING DIRECTLY FROM THE RECKLESSNESS OR WILLFUL MISCONDUCT OF ERICSSON. ALL LIABILITY UNDER THIS AGREEMENT IS CUMULATIVE AND NOT PER INCIDENT EXCEPT FOR LIABILITY ARISING OUT OF OR IN CONNECTION WITH BREACH OF PART B, SECTION 6 (PROPRIETARY RIGHTS AND SOFTWARE LICENSING) OR PART B, SECTION 11 (END USER LICENSE AGREEMENT) OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. 15. Reserved. 16. Obligation to Maintain Contacts Requirement to Maintain. Registered Agents are required to have at least one valid contact associated to their company at all times in the Ericsson Channel Agent Database Valid Contact Information. For Registered Agent s contacts to be valid, its contact profiles in Ericsson s Channel Agent Database ( CAD ), must include a First Name, Last Name, Site Address, Phone Number, and Address. Updates can be made by contacting your Authorized Source or by sending an to ericsson.connections@ericsson.com. Ericsson will remove the Registered Agent from the CAD if no valid contacts remain. To regain Ericsson Registered Agent status, a user from the company must complete registration as a new prospective Ericsson Registered Agent Reservation of Rights. Ericsson reserves the right to remove any Registered Agent without sufficient

8 valid contacts at such time, and using such means, as Ericsson may determine in its sole discretion. Whereas Ericsson may choose, at its option, to provide certain forms of notification regarding the removal of a Registered Agent s status as a result of insufficient or invalid contacts in the CAD, Ericsson is not under any obligation to provide notification of any kind regarding any such removal Effect of Agent Removal. If Ericsson removes the Registered Agent from the CAD in accordance with the foregoing, or Registered Agent s status as a Registered Agent is otherwise removed from the CAD, this Agreement shall terminate concurrently. 17. Entitlement. Registered Agent acknowledges that Ericsson has the right to verify an End User s entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Ericsson has been paid the applicable software license and support fees Suspension and Termination of Support Contracts. If Ericsson determines that 1) Registered Agent or End User does not have a valid license for the Product, 2) the Product was purchased from a source other than an Authorized Source without appropriate inspection and relicensing, or 3) a valid software license for the Product does not exist, Ericsson reserves the right to either suspend any support service contract associated with such Products until such time as any applicable inspection is conducted and any applicable relicensing fees are paid for such Products, or to terminate the support service contract (in which event Ericsson will provide a pro-rata refund of any paid support service fees for the remaining period of the support service contract) Initiation of Product Support. Technical support is effective immediately upon opening an Ericsson service contract. 18. Compliance with Laws, including Anti-Corruption Laws. In connection with the Resale or distribution of Ericsson Products or Services, or otherwise in carrying out its obligations under this Agreement, Registered Agent represents and warrants the following: Registered Agent will comply with any and all applicable country, federal, state and local laws, ordinances, codes, regulations, rules, policies, licensing requirements, regulations and procedures, including, without limitation, such laws and regulations related to recycling or take-back programs for packaging, Resale or use of Products, the use of Products under telecommunications laws/regulations, and all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act ( FCPA ) (collectively, the Applicable Laws ). Without limiting the foregoing, Registered Agent will be solely responsible for securing any and all necessary permits, licenses and other governmental approvals for Registered Agent s promotion, marketing, sales, importation and exportation of the Products Notwithstanding any other provision in this Agreement, Ericsson may terminate this Agreement immediately upon written notice if Registered Agent breaches any of the representations and warranties set forth in this Section. Registered Agent will indemnify and hold harmless Ericsson for any violation by Registered Agent of any Applicable Laws; 18.3 Additionally, Registered Agent shall comply, and notify end users of their obligations to comply, with all applicable Ericsson published policies, as published by Ericsson and as amended from time to time. Registered Agent shall promptly notify Ericsson of any failure by any end user to comply with any of the foregoing policies that comes to Registered Agent s attention. 19. Dispute Resolution Dispute Resolution. Any disputes arising under or relating to this Agreement shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be held in the City of Dallas, Texas, and shall include an award of attorneys' fees (and the amount of such fees) to the prevailing party. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court having jurisdiction over the party against which enforcement is sought; provided that any such award rendered by the arbitrator shall be strictly in conformance to and in accordance with the terms and conditions of this Agreement, including without limitation the limitation of liability provisions contained herein. Other than those matters involving injunctive relief as a remedy or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section are a complete defense to any suit, action or other proceedings instituted in any court or before any administrative tribunal with respect to any dispute or controversy arising under or relating to this Agreement. Nothing in this Section shall prevent either party from exercising its rights to terminate this Agreement as specified herein.

9 The provisions of this Section shall survive the expiration or termination of this Agreement for any reason. 20. Choice of Law and Venue. Each party agrees that the rights and obligations of Registered Agent and Ericsson under or in connection with this Agreement will be governed by the laws of the State of Texas (other than the choice of law rules) and the United States of America. 21. Miscellaneous Assignment. Neither this Agreement, nor any rights under this Agreement, may be assigned or delegated by Registered Agent without the express prior written consent of Ericsson. Ericsson shall have the right to assign all or part of this Agreement to another Ericsson or Ericsson-affiliated entity without Registered Agent s approval Relationship of the Parties; No Partnership. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Furthermore, no labor relationship between Ericsson and Registered Agent employees is created hereby. Registered Agent shall indemnify and hold Ericsson harmless of any claim or judicial action whatsoever from any Registered Agent employee. Neither Party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. Notwithstanding the use of the term "Agent" in this Agreement, the Parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them Survival. Part A and Part B. Sections 3, B.4, B.6.2, B.6.3, B.8, B.9.3 and B.10 through B.22 shall survive the expiration or termination of this Agreement Notices. All notices required to be provided under this Agreement shall be provided (a) by Registered Agent, to ericsson.connections@ericsson.com, and (b) by Ericsson, to the electronic mail address provided by Registered Agent with its Application. Notices shall be deemed received one business day after being sent by Enforceability Registered Agent 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 Agent Registered Agent and Ericsson each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission and electronic acceptance of this Agreement by Registered Agent Registered Agent deems the Agreement, executed solely by Registered Agent, and Ericsson s written approval of Registered Agent s Application, to be sufficient physical evidence of the Agreement and hereby waives any obligation of Ericsson to provide to Registered Agent a counter-signed copy of this Agreement Registered Agent agrees that any contact associated with its online profile with Ericsson, as identified by electronic mail address, corresponds to a current employee or person working under a valid contract on behalf of Registered Agent to perform specific ongoing job functions which require access to Ericsson channel resources Registered Agent will maintain a current list of approved contact associations. Furthermore, Registered Agent will disassociate employees and contractors from its profile as soon as their employment is abandoned or terminated Audit. Ericsson reserves the right to audit Registered Agent after written notice. Registered Agent will keep full, true, and accurate records and accounts ( Records ), including but not limited to details of the purchase order issued by Registered Agent, the purchase order received by Registered Agent from the End User, documentary proof of delivery to the End User, relevant serial numbers, proof of payment, supply contracts, and documentation related to the Records, in accordance with generally-accepted accounting principles, of each Ericsson Service and Product purchased and resold,. Records may be kept in electronic

10 or hardcopy form. Registered Agent shall keep such Records for no less than three (3) years after the sale of any Ericsson Product or Service. Registered Agent acknowledges and accepts that, Ericsson may directly contact any End User at anytime during an sudit in order to verify and/or inform End Users about Registered Agent's compliance or non-compliance with this Agreement. Registered Agent acknowledges and accepts that Ericsson shall be entitled to recover its costs incurred as a result of Registered Agent s failure to maintain, and provide access to, the Records in compliance with the provisions of this Audit Section URLs. Registered Agent hereby confirms that it has the ability to access, has accessed, has read and agrees to, the information made available by Ericsson at all of the world wide web sites/urls/addresses/pages referred to anywhere throughout this Agreement. Registered Agent acknowledges that Ericsson may modify any URL address or terminate the availability of any information at any address without notice to Registered Agent Other Remedies. All Ericsson remedies specified in this Agreement shall be in addition to, and shall in no way limit, any other rights and remedies that might be available to Ericsson, all of which Ericsson hereby expressly reserves Marketing. By entering into this Agreement, Registered Agent agrees to allow Ericsson to share aggregated information collected from Registered Agent s sales (such as results from statistical models as to propensity to buy and customer wallet share) with other Ericsson Registered Agents and Authorized Sources to market to End Users Severability. In the event that any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any regulatory body or court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for either Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by written notice to the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. Entity: By: Name: Title: