Program Guide. Indirect Resellers. April 2015 Ed 11. Enterprise Partner Program All Rights Reserved ALE International Page 1

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1 Program Guide Indirect Resellers April 2015 Ed 11 Page 1

2 Table of Content: 1 PROGRAM OVERVIEW PRINCIPLES OF THE PROGRAM PARTNER CATEGORIES PARTNER TIERING PROGRAM DETAILS PROGRAM BENEFITS Enablement Benefit Marketing Benefit PROGRAM REQUIREMENTS Enablement Requirement Marketing Requirement ACCREDITATION LIFE CYCLE Registration First Accreditation Validity & re-assessment Outcome of the annual Accreditation Review Exhibit 1. Definitions Exhibit 2. Partner Profile Page 2

3 ALE International Guide 1 PROGRAM OVERVIEW 1.1 PRINCIPLES OF THE PROGRAM Welcome to the ALE International made for Communications and Network product lines. We understand the importance our Partners play in meeting our customer s needs and are committed to enabling their success. The objective of this Program is to enable Partners business growth, increase their profitability while recognizing their ability to deliver our solutions and associated services. We want to be easy to work with, to support Partners for cross-solutions selling while integrating support for future proof solutions. Our Program provides tools, training opportunities, support and resources for common success. It is also tailored to serve all types of Partners. The ALE International provides Partners with a vast portfolio of Products, solutions and services. This highly flexible, scalable Program features a single open framework that covers all Communications and Network solutions for all types of Partners. The ALE International provides Partners with benefits and capabilities based on their qualifications, skills and investment. The benefits increase with our Partners investment in the Program and our Partner s commitment to employing sufficient staff and complying with the requirements defined in this Program Guide provide a robust foundation for customer satisfaction. Specializations are the heart of the ALE International. Each Specialization is associated with a category of Products and solutions from Communications and Network divisions. A Partner selects its targeted Specialization(s) based on its business goal and then acquires Specialization(s) through the Certification of its employees. Accreditation provides recognition and promotion of Partners expertise, ensuring delivery of a high level of services and protecting the Partners investment. This Program Guide defines the requirements to be met by the Partner to become and remain an Accredited Partner under this Program, and sets out the corresponding benefits. 1.2 PARTNER CATEGORIES The ALE International is designed to help Partners of all types succeed. The Program is tailored to support the specific needs and business objectives of the following types of Partners, which profile is described in Exhibit 2 of this Program Guide: Direct Resellers (VAR, SI, SP)* Value Added Distributors (VAD)* Indirect Resellers (IR) * Program guides for Direct Resellers and VADs are separate from the present Program Guide. 1.3 PARTNER TIERING The ALE International is made of tiers that provide incremental business benefits and rewards to Partners based on their revenue, training, serviceability and specialization achievements, as detailed in Chapter 2 below. Our Partner s commitment and performance are directly linked to the increased benefits and financial rewards achievable within the tiered structure. The characteristics and partnership levels are defined as follows: Page 3

4 Premium These Partners have established broader cross-industry or industry-specific expertise across a market segment or in a geographic region. The commitment level made between the Premium Partner and ALE International is considerable and fosters profitable business relationships and joint initiatives, and requires the achievement of a specific Level of Business; Expert This Tier includes organizations that have trained their employees on Products and invested in related services. Expert Partners have established cross-industry or market-specific expertise and are required to maintain Product skills; Certified The entry point for a company willing to initiate a relationship with ALE International. This is where most Partners start their relationship, and many smaller organizations or consultants register with the ALE International Enterprise Partner Program to establish a relationship and get the information they need. Registered The first stage of the appointment process for a company willing to enter the ALE International. This status is temporary until the Partner achieves the requirements to become Certified, Expert, Premium. Partners join the ALE International at a Tier level that reflects their profile and business goals and grants them access and benefits accordingly, because we believe what we accomplish together cannot be done alone. Page 4

5 2 PROGRAM DETAILS 2.1 PROGRAM BENEFITS This chart summarizes the benefits offered to the Partner under the ALE International. The number in the left column refers to the section of this guide which provides details about the related benefit. N Enablement benefit Certified Expert Premium Access to Technical Support Indirect Reseller Certification Incentive Lab & Demo conditions via the VAD Access to ALE International Education Services N Marketing Benefit Certified Expert Premium Accreditation recognition Accreditation logo & Diploma Partner Extranet Partner Locator with reciprocal web link Sales & marketing tools (collaterals, sales briefs, newsletters, presentations, etc) Briefing Center Enablement Benefit The main benefit of the ALE International is to grant to the Partner the right to purchase and distribute the Products and related Services provided: - the Partner has signed a valid Indirect Partner Charter countersigned by a VAD having a contract in force with ALE International, and such charter is still in force; and - the Partner complies with the Indirect Partner Charter and this Program Guide - the Partner has achieved the associated Specialization and Certification requirements The Products and related Services which the Partner is authorized to purchase and distribute are those for which the Partner has achieved the Specialization and Certification requirements. The Partner also gets access to Professional Services to complement its existing post-sales capabilities in the implementation, customization and integration of Products. Notwithstanding the foregoing and anything to the contrary herein, in the event Partner does not have the minimum competencies and skills necessary to sell, install and/or maintain such Products, it shall, prior to any such actions, consult the VAD to get complementary Services, in order to ensure End Customer satisfaction. Page 5

6 Access to Technical Support Partner is entitled to access the ALE International technical support center provided the calling employee is Certified for the concerned Product, as per the requirements set forth in section 2.2 below and there is a maintenance contract in force for the Products (when applicable). Partner cannot place a HW support order directly to ALE International. He has to ask his VAD to do so Indirect Reseller Certification Incentive ALE International has put in place an Indirect Reseller Certification Incentive program in order to encourage its Indirect Resellers obtaining, maintaining, or improving their Certification level. The Indirect Reseller Certification Incentive program is an annual program offered to all Indirect Resellers purchasing from VAD duly accredited by ALE International, and starting on the date specified on the Enterprise Business Portal. Such incentive program ends at the end of the calendar year and may be extended for the next year by ALE International at ALE International s discretion. Partner can benefit from the Indirect Reseller Certification Incentive subject to the compliance by Partner with the conditions detailed below. Under this program, Partner will accrue incentive (the IR Incentive ) in consideration of the fulfillment of its Certification to achieve a Specialization. The IR Incentive shall accrue on a monthly basis, and shall be the result of the application of a percentage on the monthly revenue (the Monthly Revenue ) for the Products covered by the achieved Specializations as defined below and declared by VAD to ALE International through the monthly POS report uploaded on the Enterprise Business Portal. For the avoidance of doubt the IR Incentive does not accrue while Partner is not accredited by A-LE. The Monthly Revenue is defined as the actual amount in euro of purchases of Products, invoiced by the VAD to the Partner during each calendar month, VAT excluded. The percentage used to calculate the IR incentive will depend on the Certification duly obtained or maintained by Partner s staff at the time of the accrual period, and will be: Certification compliance Certification Incentive % Certification requirements with only ACFE in Postsales (T1) 2% Certification requirements with at least 1 ACSE in Postsales (T2/T3) 4% Note: References T1,T2,T3 refer to the Certification requirements table (see paragraph ). For the avoidance of doubt, one full line of Postsales, Presales and Sales certifications need to be achieved for the specialization, as stated in the Certification requirements table. To find the appropriate line with requirements, the actual last rolling 12 months of business should be taken into account and compared with the business ranges in the table. The over achievement of certification requirements (line T2 instead of line T1) is also taken into account for the Certification Incentive rate but the full line of requirements T2 needs to be achieved. When the business exceeds the T1 threshold, but the T2 or T3 certification requirement is not achieved, the Specialization is not granted and thus the Certification Incentive is not applicable. Page 6

7 The IR Incentive which could be claimed by Partner to the VAD will be mentioned on the Enterprise Business Portal. Benefiting from the IR Incentive shall require the complete fulfillment by Partner of its own payment obligations towards VAD. During the validity of the Indirect Reseller Certification Incentive program, ALE International will, on a quarterly basis, issue a credit-note to the VAD, which will include the total amount of the IR Incentive accrued for Partner over the quarter, and calculated on the basis of the Monthly Revenue for the Products covered by the achieved Specialization for Partner, and declared by the VAD to ALE International through the monthly POS report. By signing the Indirect Partner Charter, the VAD undertakes to pay the amount of IR Incentive, either by credit-note or by other means of payment to the Partner, within a reasonable period of time after receiving the funds from ALE International (1 or 2 months or according to common agreement with the Partner), and shall in doing so clearly indicate to the Partner that the amount is credited or paid as part of the ALE International Indirect Reseller Certification Incentive program. If the VAD fails to provide ALE International with a monthly POS report, or fails to pay the IR Incentive to the Partner as per the terms above, assuming ALE International has issued the right credit note to the VAD as per the terms above, ALE International shall not be held responsible or liable to Partner, and Partner shall claim the payment of such IR Incentive only from the VAD Lab and Demo conditions Partner is entitled to special terms and conditions, via the VAD, for lab and demo in order to deliver demonstration or service to End-Users in the pre-sales phase as well as in the post-sales activities. The lab and demo conditions may be updated from time to time by ALE International Access to ALE International Enterprise Education Services ALE International Enterprise Education Services is committed to providing innovative portfolios of blended learning solutions throughout the world, allowing Partners to acquire the skills and competencies needed to achieve their business goals and lead their customers to success. Regardless of the segment Partners are focusing on, ALE International Enterprise Education Services training offer takes into account all job functions needs and specificities: Sales, Pre-sales and Post-sales. Partners can benefit from training solutions on the latest technologies, be trained throughout the business cycle using a wide range of course options and get support during the Accreditation process. The ALE International Enterprise Education Services catalog, training descriptions, schedules, registration details, contacts are all available on the Enterprise Business Portal, for quick and easy access to everything linked to Education Marketing Benefit Accreditation Recognition Accreditation enables Partners to be recognized for their expertise as a Specialist and be promoted among customers. Each Accreditation level is identified with a specific logo, enabling Partners to differentiate themselves and obtain a competitive advantage Accreditation Logo and diploma Accredited Partners can use the Accredited Partner Logo, according to (i) the rules and graphical guidelines provided by ALE International and (ii) the provisions referring to trademarks in the Indirect Partner Charter. For the avoidance of doubt, this does not apply to Registered Partners. Page 7

8 The use of the Accredited Partner Logo and any other ALE International advertising material is strictly restricted to the period of time when the Partner is Accredited. In case of Accreditation withdrawal, or change to an Accreditation status which does not allow the use of a given Accredited Partner Logo, Partner must immediately stop using such logo and the materials bearing such logo, without expecting any financial or material compensation from ALE International. ALE International delivers a diploma to each Accredited Partner which officially recognizes the full compliancy of the Partner with the Program requirements according to the Accreditation level reached and for the validity period of the Accreditation Partner Extranet Partner is entitled to access the relevant Enterprise Business Portal in line with its profile. The portal delivers and offers multiple services to support its business (Product information, sales resources, marketing resources, technical support database, etc.) Partner Locator with reciprocal web link The Accredited Partner will be promoted by ALE International towards End Customers via the ALE International Partner Locator, on the ALE International public web site. Premium, Expert and Certified Partners will have an entry in the Partner Locator. The Partner Locator entry will give details of the Partner relationship and the Partner Tier and type. Partners can be sorted by solutions, Accreditation level and alphabetical order. Each Partner is expected to provide its logo and keep the details presented in the Partner Locator up to date and ensure that all details are accurate. ALE International may, at its reasonable discretion, reference Partner and/or Partner s products by using the name and/or logos of the Partner in advertising and promotional materials. ALE International will include, on the ALE International Partner Locator, a link which, when clicked by the user, should take the user to the Partner s web site. To that end, Partner shall keep ALE International updated of the corresponding URL address Sales and marketing Tools (Collaterals, sales briefs, newsletters, presentations etc.) Partner is entitled to access and to use sales and marketing resources such as Products and solutions descriptions, brochures, datasheets, customer presentations, white paper, sales guides, technical overview, customer references, configuration guides, graphics, promotions, briefing centres. Partner is entitled to access to and use the configuration tools as per the terms of the Indirect Partner Charter. Partner understands and agrees that such tools are the confidential and proprietary information of ALE International and as such are subject to the confidentiality obligation set forth in the Indirect Partner Charter. Accredited Partners benefit from regular information from ALE International. This may be information push and/or periodic newsletters. Such information address multiple Partner profiles and resources and cover multiple key areas of interest such as sales, marketing, technical support, training, Products and solutions, events, etc Briefing Centre ALE International owns Executive Briefing Centres ( EBC ) which are completely equipped Page 8

9 showrooms offering visitors demonstrations of the latest ALE International Communications and Network solutions. Executive Briefing Centres are the places where Partners, End Customers and prospects can better discover new ALE International Products and learn about latest innovations. Page 9

10 2.2 PROGRAM REQUIREMENTS This chart summarizes the requirements to be met by the Partner under the ALE International, per Partner Tier. The number in the left column refers to the section of this guide which provides details about the related requirement. N Enablement Requirement Certified Expert Premium Number of Specialization(s) 1 minimum 2 minimum 3 minimum Minimum Level of Business based on geographical criteria NA NA Yes Training Plan Staff Certifications Service capabilities Business Plan Demonstration capabilities N Marketing Requirement Certified Expert Premium Reciprocal Web link using Partner logo Enablement Requirement Specializations and Minimum Level of Business Partner s Accreditation Tier depends, among other requirements, on (i) the number of Specializations achieved by the Partner, and (ii) the achieved Minimum Level of Business. The ALE International offer of Products is divided into several specializations (each a Specialization ). Each Specialization is covering a range of Products, and is associated with required Sales, Pre-Sales and Post-Sales Certifications. The list of existing Specializations may evolve from time to time. Changes to such list will be reflected in the new revision of this Program Guide which will be posted on the Enterprise Business Portal. The Partner can choose which Products it is willing to resell when it completes its Business Plan. To ensure quality in quotations, installations and maintenance of Products, the Partner has to build up competencies through Certification of its employees. When the required set of Certifications is achieved as per the tables below, the Partner can apply for the corresponding Specializations as per section 2.3 below. The Minimum Level of Business taken into account is that of the twelve (12) month period preceding the Accreditation assessment date. Page 10

11 The following chart provides the number of Specializations and the corresponding MLB requirements. Accreditation Level Accreditation requirements Premium 3 Specializations minimum with Minimum Level of Business based on the geographical criteria Expert 2 Specializations minimum no MLB Certified 1 Specialization minimum no MLB Registered Ramp-up period Training Plan All Partners must develop a training plan to meet ongoing market requirements and to undertake joint opportunities in accordance with this Program Guide. ALE International makes training available via webinars and regional classroom sessions Staff Certifications (i) Minimum number of Certified staff required In order to obtain a Specialization, the Partner must ensure that it directly employs staff Certified as per the requirements of this Program Guide. Certifications identified as mandatory in the chart below, are required to obtain the corresponding Specialization. If the Partner wants to sell Products not covered by its achieved Specialization, it shall obtain the additional Certifications corresponding to such Products. For the avoidance of doubt the Certifications obtained for Products which categories are not listed as mandatory Certifications in a given Specialization do not count for the Certifications required for such Specialization. The following chart provides the Certification requirements per Specialization. Page 11

12 This table may be updated by eflash from time to time as per the terms of the Agreement. You are therefore invited to check the latest version of this table on the Enterprise Business Portal. Only such staff having an employment contract with the Partner may be taken into account to deliver the Specialization to the Partner. Certification is a personal and nominative examination process that concludes each of the Certifying courses. In cases where both an ACSE and an ACFE certificate are required, two different persons must be certified. Depending on the requirements of a Specialization, the employees of the Partner may have to achieve one or several of the Certifications defined below: Page 12

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14 Unless specified otherwise in the table above, the Certification requirements (levels and numbers) defined in this table is mandatory. For the highest business thresholds, a case by case Certification definition can be set depending on business needs. For each Certificate level requirement, the Certificate name is specified in the corresponding table on the Enterprise Business Portal. (ii) Individual Certifications vs. company Accreditation If a Certified employee leaves the Accredited Partner thus causing the Partner to no longer comply with the Accreditation criteria, Partner has six (6) months to recover compliance from the date of official leave of the concerned employee. Partner acknowledges that in the event that it hires an employee who is already Certified by ALE International, such employee shall not be counted to determine the overall Partner Specialization and Accreditation levels until the end of the sixth (6 th ) month following the date such employee left his former employer, unless the Partner can show written evidence of no objection from the former employer of such employee. (iii) Certifications validity In general Communications and Network Sales, Pre-sales and Post-sales Certifications are valid for a period of 2 years from the date the employee has achieved the Certification except for some Certifications for which ALE International expressly states in this Program Guide, in the Indirect Partner Charter or on the Enterprise Business Portal that the validity period is different. The validity of Certification of the individual is not affected by the termination of the Indirect Partner Charter. To maintain his achieved Certification level the employee must pass a Certification update exam within the validity period. The validity period is then granted again starting from the date of achievement of the update of the Certification. If the employee fails to pass the Certification update exam within the validity period, the achieved Certification expires and will neither be counted for Partner s Specialization and/or Accreditation, nor for accessing to the ALE International technical support. For the assessment of Partner s Specialization achievement and Accreditation, only sales, pre-sales and post-sales Certifications which are valid at the time of the assessment are counted. Details about the Certification validity and the Certification update process are available on the Enterprise Business Portal. It is recommended that the employees update their Certification in case a new Major Release of Product is issued before the end of the current Certification validity period Service capabilities Partner must maintain its own service organization for providing support to its End Customers. The minimum support capabilities are defined in the table below. ALE International may at any time, through an audit performed as per the terms of the Indirect Partner Charter, check Partner s compliance with these requirements. ALE International may perform such audit either on site, remotely by phone, by customer satisfaction enquiries or through written testimonial sent by the Partner upon ALE International s request, about its compliancy with the required service capabilities. Page 14

15 Requirement CERTIFIED EXPERT PREMIUM Welcome Local Business Local Business Hours 24/7 Center Hours Initial Response Within 2 hours Within 2 hours Within 2 hours Call-tracking system X X X (with SLA) (i) Welcome Centre The Partner must ensure that its Welcome Centre is open during the required hours. (ii) Initial Response The minimum response time can vary based on the Severity level of the problem faced as defined in the table below: Severity Level Environment Processed Criteria Response Time Prod Lab Resolution Target Defect Correction Severity 1 / Critical 24x7 The End User's live production environment, telecommunications network, or major business application is down, causing a critical impact to business operations (e.g. severely degraded service quality, continuous disruption of service) ALE International requires that a Business Partner's employee with the highest Certification level on the technology as required by the Program Guide is onsite to qualify the issue as a Severity 1. He will be assigned on site till closure of the emergency situation. 60 Minutes (Issues must be reported by telephone) ALE International shall use all reasonable efforts to continue to work on the problem until service is restored and/or a workaround is provided. For issues that do not require a defect to be corrected, ALE International's resolution target is 48 Hours. If ALE International confirms that a licensed software fix is required, ALE International shall use reasonable efforts to correct the defect in the next maintenance release. Where applicable and to speed-up customer resolution, ALE International shall use reasonable efforts to correct the defect in a Hot Fix patch. Note that a Hot Fix patch is not subjected to a complete Quality Assurance cycle. Once the correction is incorporated into a subsequent Maintenance Release, the Hot Fix release must be replaced by the Maintenance Release. Page 15

16 Severity 2 / High Business Hours The End User's environment is not down, however, there is a severe impact or degradation to business operations or development activities (e.g. degradation of service quality, intermittent disruption of service, blocks integration work, delays final system or acceptance testing). 4 Business Hours On receipt of a complete problem description, including the business impact and log/configuration files, ALE International shall use reasonable efforts to neutralise the problem or provide a workaround. For issues that do not require a defect to be corrected, ALE International's resolution target is 5 Business Days. If ALE International confirms that a licensed software fix is required, ALE International shall use reasonable efforts to correct the defect within the next Maintenance Release. ALE International does not commit to produce Hot Fix patch for High severity issues but keeps the right to do exceptions at its option. Severity 3 / Medium Business Hours The business operations of the End User are noticeably impaired but are able to be continued (e.g. some degradation of service quality, impaired network functionality, or occasional disruption of service). 1 Business Day On receipt of a complete problem description, including the business impact and log/configuration files, ALE International shall use reasonable efforts to neutralise the problem or provide a workaround. For issues that do not require a defect to be corrected, ALE International's resolution target is 10 Business Days. If ALE International confirms that a licensed software fix is required, ALE International shall use reasonable efforts to correct the defect within a future Maintenance Release. ALE International shall not produce Hot Fix patch for Medium severity issues. Severity 4 / Low Business Hours There is minimal impact on the business operations of the End User, or the End User requires information or assistance on ALE International product capabilities, system installation, or configuration. 1 Business Day On receipt of a complete problem description, including the business impact and log/configuration files, ALE International shall use reasonable efforts to neutralise the problem or provide a workaround. If ALE International confirms that a licensed software fix is required; at its option but without obligation, ALE International may correct Low severity defects in future or subsequent Maintenance Release. For issues that do not require a defect to be corrected, ALE International's resolution target is 20 Business Days. ALE International shall not produce Hot Fix patch for Low severity issues. In the event A-LE requests any software dumps, tapes, logs or any other documentation from the VAD/Partner to resolve a reported problem, such documentation shall be forwarded through Page 16

17 electronic means ( or ftp) or by overnight courier at VAD/ Partner s expense, if electronic means are not available. On a case by case basis, the Parties may agree to upgrade or downgrade the severity level of a customer case depending on the impacts on End-User s business. (iii) Problem Tracking The Partner must have a problem tracking capability. Partner s problem tracking system should provide tracking, monitoring and reporting of service response times in order to professionally manage service level agreements contractually requested by the End Customer Business Plan Based on the Business Plan provided by Partner, detailed requirements for Specializations in terms of staff Certifications will be calculated as per the rules set forth in this section Demonstration capabilities In order to deliver a proper service to its End Customers in the pre-sales phase as well as in the post-sales activities, Partner is required to invest in lab and demonstration equipment for each of category of Products that Partner is authorized to resell. The Partner can benefit from special advantageous conditions to acquire the needed or required quantity of equipment, Products and Software through the VAD Marketing Requirement Reciprocal Web link When used on a Partner s web site, the Accredited Partner Logo, which usage is authorized as per section above, must include a link taking the user to the ALE International website entry relevant to the Partner. 2.3 ACCREDITATION LIFE CYCLE Registration New Partner entering in relationship with ALE International is named "Registered Partner from the validation by A-LE of the Indirect Partner Charter signed by Partner and VAD (the Registration Date ) until its first Accreditation. Appointment as a Partner an Accreditation is granted only to the legal entity having executed the Indirect Partner Charter and is personal to such entity and not transferable. The Registered Partner has 6 months (the Registration period ), from the Registration Date, to achieve an Accreditation Tier. During the Registration period, the Partner is not eligible to the Indirect Reseller Certification Incentive. During the Registration period, the Partner can order Products from VAD provided that it has the minimum competencies and skills necessary to sell, install and/or maintain such Products as per the requirements of this Program Guide. If not, it shall prior to any such actions consult VAD to get complementary services. The Registered Partner must as soon as practicable but not later than at the date of its first order for Products, either book a training session for the Products it intends to sell, or book a Certification exam session, in both cases for the number of employees required by this Program Guide. Page 17

18 Registered Partners are promoted by ALE International towards End Customers via the ALE International Partner Locator on the ALE International public web site as Registered Partners. An Accreditation Tier is granted as soon as compliance is reached by Partner for one or more Specialization(s) as per the requirements described in section 2.2, and is acknowledged by the Accreditation Review Committee. If the Registered Partner fails in achieving an Accreditation Tier within the Registration Period, its relationship with ALE International may be terminated by ALE International without further notice, and without any compensation or indemnity whatsoever to the Registered Partner. However, if the Registered Partner has demonstrated, during such period, a strong intent to achieve such Tier of Accreditation and has made some investments to comply with the associated requirements, ALE International may grant to the Registered Partner another three (3) month period to comply (the recovery period ). If, at the end of the recovery period, the Registered Partner is still not Accredited, its relationship with ALE International will be terminated by ALE International without further notice and without any compensation or indemnity whatsoever to the Registered Partner First Accreditation For the first Accreditation of the Partner, ALE International may perform a readiness audit before the end of the Registration Period. An audit report will be provided to the Partner, describing the compliance status of the Partner. When the Partner is fully compliant with all the Accreditation requirements, its application for Accreditation will be submitted by ALE International to the Accreditation Review Committee that meets quarterly. The Partner will be informed in writing by ALE International of the outcome of the Accreditation Review Committee Validity & re-assessment Partner Accreditation and granted Specializations will be re-assessed annually by ALE International in October. At any time during the term of the Indirect Partner Charter, Partner must ensure that it remains compliant with the Accreditation and Specialization requirements, especially in terms of staff re-certifications. Notwithstanding the foregoing, ALE International may at any time during the term of the Indirect Partner Charter, ask the Partner to take corrective actions in case of non compliance by the Partner with any of the Accreditation criteria, without prejudice to the right of ALE International to terminate the Indirect Partner Charter for breach. The loss of the Certification Incentive or the downgrading of the Partner Specialization and/or Accreditation Tier may therefore be applied by ALE International at any time during the year and before the annual reassessment. At any time during the year, if the Partner becomes fully compliant with the requirements of a new Specialization, it can apply for this new Specialization and for an Accreditation update by sending a request to its ALE International Channel Sales Manager who will submit it to the quarterly Accreditation Committee Review Outcome of the annual Accreditation Review In October, Partner s Accreditation level will be re-assessed by ALE International for the next Accreditation cycle. The outcome of such annual Accreditation and Specialization Tier Review will be communicated in writing to the Partner. An Annual Recovery Period of three (3) months will take place from October to December each year, in order to allow the Partner to take the corrective actions if any necessary to achieve the targeted Specialization and Accreditation Tier before the end of the calendar year. Page 18

19 The Specializations & Accreditation requirements achieved by the Partner on December 31 st will be used to determine the official Partner Accreditation Tier for the next year. Based on this Tier, Partner status on ALE International Partner Locator will be updated and the annual Accreditation diploma will be issued. If the Partner fails in achieving any Accreditation Tier within the Annual Recovery Period, its relationship with ALE International may be terminated by ALE International without further notice, and without any compensation or indemnity whatsoever to the Partner. Page 19

20 Exhibit 1. Definitions Terms used herein with a first capital letter have the meaning ascribed to them in the Indirect Partner Charter or below. In case of contradiction, the definitions below shall prevail. - Accredited means the status of a Partner having achieved the Specialization and Certification requirements defined in this Program Guide for a given Tier; - Accredited Partner Logo means the specific logo and related pictures and designs as defined by ALE International, as applicable, to identify the Partners under the ALE International ; - ACPS means ALE International Certified Pre-Sales, an employee of the Partner having successfully passed the Certification exam to become a ALE International Certified Pre-Sales expert of Communications and Network solutions; - AQPS means ALE International Qualified Pre-Sales, an employee of the Partner having successfully passed the Certification exam to become a ALE International Certified Pre-Sales professional of Communications and Network solutions; - ACSE means ALE International Certified System Expert, an employee of the Partner having successfully passed the Certification exam to become a ALE International Certified Post-sales Expert for support to ACFE on complex installation and Level 2 maintenance of Communications and Network solutions; - ACFE means ALE International Certified Field Expert, an employee of the Partner having successfully passed the Certification exam to become a ALE International Certified Post-sales professional for installation and Level 1 maintenance of Communications and Network solutions; - ACSR means ALE International Certified Sales Representative, an employee of the Partner having successfully passed the Certification exam to become a ALE International Certified Sales Representative of Communications and Network solutions; - ALE International means a legal entity, which is mentioned on and has issued the Indirect Partner Charter signed by the Partner and the VAD; - ALE International or Program means the partner program designed by ALE International to support the distribution of Products through a distribution network, providing benefits to Partners and defining requirements, and which details are reflected in this Program Guide; - Control" means the ability to determine the management policies of a company or other entity through ownership of a majority of shares, by control of the board of management, by agreement or otherwise; "Controlled" shall be interpreted accordingly; - End Customer means the entity buying Products for its own needs through Partner, or through the authorized Indirect Resellers of VAD Partners; - Enterprise Business Portal shall mean the web portal operated by ALE International and dedicated to Partners. The URL of the Enterprise Business Portal is: International.com/ - Indirect Reseller or IR shall mean the entity to which Partner having the VAD status under the ALE International, sells or distributes Products for direct resale or license to End Customers only; - Indirect Partner Charter shall mean the charter document, and related attachments, including the legal package, issued by ALE International, under Page 20

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