AJA Value Added Reseller Agreement Effective as of, AJA Video Systems, Inc., a California corporation with principal offices at 180 Litton Drive, Grass Valley, California ( Manufacturer ) and, a (state) corporation or, dba, with offices at ( Reseller or VAR ) agree as follows: 1. In consideration of Reseller s agreements stated herein, Manufacturer, owner of the AJA and other trademarks, subject to the limitations of Exhibit C, will sell certain AJA-branded goods described in the attached MSRP Price List, Exhibit A ( the Products ), to Reseller at prices and on terms reflecting Manufacturer s then current policies. Exhibit B sets forth Manufacturer s discounting policies to Resellers at the present time. Exhibit C indicates which categories of Manufacturer s line Reseller is authorized to purchase and resell. Exhibit D sets forth Manufacturer s current Minimum Advertised Price ( MAP ) policy. The term Reseller shall include System Integrator. 2. Manufacturer from time to time and in its sole discretion may change the contents of Exhibits A, B, C and D as well as its policies with respect to terms and pricing to Resellers. The initial Exhibit A is entitled AJA Price List. The initial Exhibit B is entitled AJA Policies re Discounting to Value-Added Resellers, effective May 1, 2012. The initial Exhibit D is entitled with AJA s Minimum Advertised Price (MAP) Policy, effective August 1, 2009. 3. Consistent with applicable law, either party may terminate this agreement by written notice to the other. 4. Reseller shall: a. Use its best efforts to sell the Products; b. Employ sales personnel who are and remain knowledgeable about the Products, the professional video industry, complementary software, and how the Products are used within the industry; c. Represent the Products to customers accurately, including the Products features, uses, warranties, availability, and the like; d. Purchase or otherwise obtain AJA-branded goods from no one except Manufacturer; e. Purchase AJA-branded goods for no purpose but commercial resale, except for Products reasonably required by Reseller for advertising, demonstration or personal use; f. Sell the Products only to end-user customers within the United States and Canada, not to others and never, without prior written authorization from an AJA Vice President or President, to anyone for resale, sublease or sublicense. g. Comply with AJA s Minimum Advertised Price (MAP) Policy, Exhibit D, as it may be modified from time to time; h. Use AJA s trademarks in all advertisements and promotions of the Products, and do so properly and for no purpose but advertising and promoting the Products; i. Assign to Manufacturer any second or third-level internet domain it owns or controls, the name of which includes any AJA trademark; and neither register nor use to promote its sales any internet domain so named which is not owned by Manufacturer; j. Submit proposed advertising and promotional copy to Manufacturer re Products; advance approval is required only with respect to advertisements and promotions for which Reseller seeks Market Development Funds; however, Reseller shall respect any Manufacturer objections; k. Pay AJA for the Products in accordance with AJA terms; and l. Maintain records sufficient to prove that Reseller is in compliance with the foregoing. 3/21/12 version AJA Reseller Agreement page 1
5. Reseller has and shall acquire no right, title or interest in or to Manufacturer s trademarks nor shall it use any Manufacturer mark in its business name. 6. Reseller is an independent contractor, not the legal representative or agent of Manufacturer for any purpose. 7. Reseller is granted no exclusive territory. Selling competing products is permitted. Manufacturer prescribes no marketing plan or system. 8. Reseller is not allowed to sell the Products outside of the United States or Canada without prior written authorization from an AJA Vice President or its President. 9. Reseller may refer to itself as an AJA Authorized Reseller only with respect to the Exhibit A Products within the Exhibit C product category or categories and only during the term of this Agreement. 10. Manufacturer reserves all rights to market and sell its products to anyone. 11. This Agreement shall be construed and controlled by the laws of the State of California, regardless of conflict of law provisions; and the parties hereto further consent to jurisdiction and venue in the courts sitting in Nevada City, California or Sacramento, California. 12. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of this Agreement s remaining provisions. Furthermore, in lieu of any such severed provision, the Parties shall add as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible to be valid and enforceable. 13. This Agreement is the complete agreement and understanding between the parties and supersedes any proposal or prior communications and/or agreements between the parties hereto relating to its subject matter. This Agreement may be modified only by a writing, signed by both parties, which specifically identifies this Agreement by name and effective date. Neither party may assign this Agreement without the express written consent of a duly authorized signatory of the other, and any attempt to do so shall be deemed null and void. Except as stated, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures transmitted by facsimile shall be deemed original signatures and are effective and binding. IN WITNESS WHEREOF, the parties have executed this Agreement through their authorized signatories. Reseller: AJA Video System, Inc. By: By: Printed Name: Printed Name: Title: Title: Date: Date: 3/21/12 version AJA Reseller Agreement page 2
Exhibit A AJA Price List At Manufacturer s Suggested Retail Price (MSRP) List to be inserted after this face page. 3/21/12 version AJA Reseller Agreement page 3
Exhibit B - AJA Policies in re Discounting to Value-Added Resellers Effective May 1, 2012 until further notice and subject to paragraph F below, AJA offers the following discount programs to its Value-Added Resellers: A. All Value Added Resellers and System Integrators of AJA products ( Resellers ) shall receive a Standard Discount of Twenty-Five Percent (25%) off the Exhibit A MRSP on orders they place while they are and remain currently authorized Resellers for the products. No registration is required to qualify for this discount. Resellers payment to AJA is based on this Standard Discount. The Standard Discount shall apply to all AJA Products which a Reseller purchases. However, the discounts described at B, C, D, or E below shall not apply to any product the unit MRSP of which is less than USD $300. B. To reward sales initiative and customer service, a Registered Larger Deal ( RLD ) Discount will be applied to the account of a Reseller who legitimately registers, and then closes, (i.e. completes the sale), a larger deal of AJA products as follows: 1. A larger deal is one where an end-user customer in a single transaction purchases AJA branded product the cost of which to Reseller (after Standard Discount) is at least USD Ten Thousand Dollars (USD $10,000.00; 2. To qualify for the RLD Discount a Reseller must be the first to legitimately register each such deal in advance with AJA by completely filling out a specified on-line form to be available on AJA s website, including customer and product information; also it must make the sale within three months thereafter (or after a subsequent re-registration). 3. On registered deals, the total discount amount, including standard discount and, if applicable, larger deal discount, is calculated as follows: Value of deal (Measured by Reseller s USD Cost with Standard Discount) Standard Discount (off MSRP) Registered Larger Deal Discount (off MSRP) (To the Reseller, if any, who both registers and closes the deal) Total Discount off MRSP (To the Reseller, if any, who both registers and closes the deal) $1-$9,999 25% N.A. 25% $10,000 to $24,999 25% 2.5% of deal amount to $25,000 limit ($250-$625) $25,000 to $49,999 25% 5% of deal amount to $50,000 limit ($1,250-$2,500) 27.5% 30.0% Over $50,000 25% 7.5% of deal amount ($3,750 +) 32.5% 3/21/12 version AJA Reseller Agreement page 4
4. In order for the Registered Larger Deal Discount to apply at time of payment the Reseller s purchase order must include AJA s approval number, otherwise this discount shall appear as a credit on the Reseller s account, with notice to Reseller. 5. AJA s Vice President of Sales and Marketing shall administer the registration process, make determinations of legitimacy, establish rules, and resolve all disputes which may arise under the process. 6. By registering a deal on-line with AJA, Reseller agrees that AJA may contact Reseller and/or the prospective customer to verify matters including the deal s validity and Reseller s priority, to rationalize product production schedules, to assist in the selling process, and for product promotion and marketing purposes. C. Sales by a Reseller to an end-user customer who signs and complies with a valid Volume Purchase Agreement ( VPA ) registered with AJA shall qualify for either of two VPA Discounts. 1. A 5% discount off MRSP applies to USD $50,000 VPA s; a 7.5 % discount off MRSP applies to USD $100,000 VPA s; 2. Discounts are paid by application or credit to the Reseller s account, in addition to the 25% Standard Discount. The VPA Discount cannot be combined with the Registered Larger Deal ( RLD ) Discount. 3. By signing the VPA, the customer agrees to purchase from a designated Reseller during a calendar year at least, as the case may be, USD $50,000 or USD $100,000 worth of AJA Product which the Reseller is authorized to sell. 4. In order for the VPA Discount to apply as a discount off MRSP the Reseller s purchase order must include AJA s approval number, otherwise this discount shall appear as a credit on the Reseller s account, with notice to Reseller. 5. By registering a VPA, Reseller agrees: a. That product under this program shall be shipped directly to customer, unless AJA otherwise agrees in writing; b. That AJA may contact Reseller and/or the customer to verify the deal s validity, to rationalize product production schedules, to assist in the selling process, and for product promotion and marketing purposes. c. That AJA may withhold or reverse credits (in excess of Larger Deal Discount Credits which might otherwise have been applicable) should the customer fail to meet his annual minimum purchase agreement; also, in that event, the customer may be ineligible for VPA Discount for the calendar year which follows. 3/21/12 version AJA Reseller Agreement page 5
D. A Multi-Unit Discount is earned by a Reseller who in a single purchase order buys five or more units of a single AJA item. Such discount is 2.5% off MSRP by application or credit to the Reseller s account, in addition to the 25% Standard Discount. It can be combined with no other discount except the RLD Discount or the $50,000 VPA Discount, and then only to the extent that total discounts shall not exceed 32.5% off MSRP. E. In addition, AJA offers a Demo Gear Discount on the following basis: Reseller may purchase for demonstration purposes a single unit of any AJA product for which it is authorized that reasonably requires demonstration at 50% off MRSP, and Reseller may sell it used and replace it on the same basis no more frequently than at six month intervals. F. AJA provides the above programs to assist Resellers in AJA-related sales and marketing activities. A Reseller found to have abused any AJA Discount Program may be subject to termination and should at minimum expect to be suspended from receiving VPA Discounts, RLD Discounts, and Marketing Development Funds as follows: 1. A one month suspension for a first offense; 2. A one quarter-year suspension for a second offense; and 3. A one year suspension for a third offense. 3/21/12 version AJA Reseller Agreement page 6
Exhibit C Authorization by Product Category and Demo Equipment Minimal Recommendations Reseller is authorized to purchase and resell items within the following Product Categories: Edit : Acquire: Convert: [Territory Manager or AJA Inside Sales shall initial.] Demo Equipment Recommendations, per minimum: Edit: One Desktop Product (e.g. KONA 3G or KONA LHi) One Mobile Editing Product (e.g. Io XT or Io Express) Acquire: One of every Product in Product category Convert: FS2 plus 5 other converters of Reseller s choice 3/21/12 version AJA Reseller Agreement page 7
Exhibit D AJA Minimum Advertised Price Policy Effective August 1, 2009 1. Effective August 1, 2009, AJA Video Systems adopts the following Minimum Advertised Price (MAP) Policy for all AJA Resellers and Distributors. The MAP Policy s purpose is to advance AJA product sales by helping our dealer channel to adequately support a staff that is trained and knowledgeable about AJA products. 2. If an authorized Reseller wishes to publish a price for a current AJA product, that price may not be listed below the suggested retail pricing that has been set in the current AJA price list. This policy applies to all publications and communications including, but not limited to, printed or electronic advertisements, websites, email campaigns, blogs, catalogs, flyers, and mailers. 3. Resellers who advertise a product for sale below MAP in any configuration will be considered in violation of this policy. 4. Violations: a. First Offense: The Reseller will have 3 days from notification by AJA of the violation to correct the violation. b. Second Offense within a 12 month period: The Reseller will have 3 days to correct the violation. At the discretion of AJA, the Reseller may forfeit 10 percent discount for all AJA products ordered for a period of 90 days from violation notification date. c. Third offense within a 12 month period: the Reseller can face termination. 5. This policy applies to the entire AJA product line that is currently available for sale. This policy does not apply to discontinued products or to used or demo products. 6. If AJA issues a new price list with price changes, any previously printed Reseller catalogues or flyers that list the older pricing will not be considered to be in violation of this policy. 7. The terms of this new MAP Policy relates to advertised prices. As always, AJA Resellers and Distributors are free to sell AJA products at any prices they choose, at their sole discretion. 3/21/12 version AJA Reseller Agreement page 8