EXHIBIT 10.1
[LOGO OF CARRIER ACCESS CORPORATION APPEARS HERE]
DIAMOND LEVEL DISTRIBUTOR AGREEMENT
TABLE OF CONTENTS
DEFINITIONS 3
ARTICLE 1 - AUTHORIZATION 4
ARTICLE 2 - TERM 4
ARTICLE 3 - TERMINATION AND ASSIGNMENT 5
ARTICLE 4 - RESPONSIBILITIES OF CAC 5
ARTICLE 5 - RESPONSIBILITIES OF DISTRIBUTOR 6
ARTICLE 6 - MINIMUM ORDER SIZE 8
ARTICLE 7 - QUOTAS AND DISCOUNTS 8
ARTICLE 8 - ACCEPTANCE OF ORDERS 8
ARTICLE 9 - ORDER CANCELLATION 9
ARTICLE 10 - PRODUCT IDENTIFICATION 9
ARTICLE 11 - PACKAGING 9
ARTICLE 12 - INSPECTIONS, AND RECORDS 9
ARTICLE 13 - SHIPPING AND DELIVERY 10
ARTICLE 14 - PRICE 10
ARTICLE 15 - DISTRIBUTOR RESALE PRICE 10
ARTICLE 16 - PAYMENT 10
ARTICLE 17 - RETURNS AND REJECTIONS 11
ARTICLE 18 - TERRITORY 11
ARTICLE ▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇▇▇▇▇ PASS THROUGH 11
ARTICLE 21 - EXERCISE OF RIGHTS 11
ARTICLE 22 - NEW PRODUCTS 11
ARTICLE 23 - DISCONTINUED PRODUCTS 12
ARTICLE 24 - DOCUMENTATION 12
ARTICLE 25 - TRADEMARKS 12
ARTICLE 26 - NOTICES 13
ARTICLE 27 - SURVIVAL OF OBLIGATIONS 13
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ARTICLE 28 - TAXES 13
ARTICLE 29 - TECHNICAL DATA AND LICENSING 13
ARTICLE 30 - PATENT INFRINGEMENT - IDEMNIFICATION 14
ARTICLE 31 - LIMITATION OF LIABILITY 14
ARTICLE 32 - GENERAL PROVISIONS 15
ARTICLE 33 - STOCK ROTATION 15
APPENDIX
APPENDIX A - PRODUCT PRICE LIST ▇▇
▇▇▇▇▇▇▇▇ ▇ - PRODUCT RETURNS 18
APPENDIX C - WARRANTIES AND LIMITATION OF REMEDIES 20
APPENDIX D - SOFTWARE LICENSE AGREEMENT ▇▇
▇▇▇▇▇▇▇▇ ▇ - ▇▇▇▇▇▇▇▇▇ 24
APPENDIX F - NEW PRODUCTS 25
APPENDIX G - COOPERATIVE MARKET DEVELOPMENT 26
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Confidential Information DATE:____________
CAC Diamond Level
Distributor Agreement
THIS Agreement, Number CAC/27374 by and between Carrier Access Corporation, a
Colorado Corporation, having its principle business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter called "CAC"), and
______________________________________________________, (hereinafter called
"Distributor") sets forth the terms and conditions for the sale of Products by
CAC and the purchase of same by Distributor.
DEFINITIONS
The term "Agreement" means all of the terms and conditions of this Diamond
Distributor Agreement.
The term "Net Purchases" means the total invoiced Products shipped to
Distributor, less any issued credits
The term " New Products" means all equipment, firmware and software supplied by
CAC listed in Appendix G.
The term "Product" means all equipment, firmware and software supplied by CAC
listed in Appendix A.
The term "Unit" means a single working system of the Product designated in
Appendix A.
THIS Agreement contains all of the representation and agreements between the
parties hereto. No modification of this Agreement or waiver of the terms and
conditions hereof will be binding upon either party unless approved in writing
by authorized representatives of both parties, nor will it be affected by the
acknowledgment or acceptance of purchase order forms or releases containing
other or different terms and conditions, whether or not signed by an authorized
representative of such party.
By execution of this Agreement, the parties do hereby agree the provisions of
this Agreement shall supersede all prior oral and written communications,
agreements and understandings of the parties with respect to the subject of the
Agreement.
RECITALS
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Whereas, CAC develops, manufactures and distributes certain telecommunications
Products, including the Products set forth on Appendix A and, when applicable,
on Appendix G hereto, and,
CAC and Distributor desire that Distributor act as a non-exclusive Distributor
for the Products under the terms and conditions set forth below,
Now, therefore CAC and Distributor agree as follows:
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ARTICLE 1 - AUTHORIZATION
Appointment
Subject to the terms of this Agreement, CAC appoints Distributor, and
Distributor accepts such appointment, as a non-exclusive Distributor for the
Products, and when applicable for New Products, in and limited to the territory
set forth in Appendix F - Territory.
Format
Distributor may use or resell the Products as either stand-alone Products, or in
combination with other products of Distributor's choice to meet Distributor's
customer requirements. CAC makes no representation that the Products will be
appropriate for combination with any other product(s).
Nature of Agreement
To the extent that any Product contains or consists of software, Distributor's
appointment only grants to Distributor a license to distribute such software
Product, and does not transfer any right, title or interest to any such software
Product to Distributor or Distributor's customers. CAC will transfer title to
Products to Distributor only to the extent that such Products consist of non-
software items on the terms specified herein. To the extent that such Products
contain software, such software (including firmware) will be licensed to
Distributor and its customers on a right to use basis with all copyright,
priority, or intellectual rights remaining the property of CAC. Use of the
terms "sell", "license", "purchase", "license fees" and "price" will be
interpreted in accordance with this Article. CAC's Software License Agreement
is attached herein as Appendix E.
Other Distribution Channels
CAC reserves the right to sell its Products directly, through other
Distributors, and through other third party intermediaries, including without
limitation to OEMs, Dealers and Value Added Partners who will normally add value
to the Product in the form of features, services, and/or brand recognition, and
who will sell the resulting derivitive product through their own channels of
distribution.
Independent Contractor
The relationship established by this Agreement is that of an independent
contractor. Distributor has no expressed or implied authorization to incur any
obligation or commitment on behalf of CAC, unless specifically approved in
writing by an authorized CAC officer. Distributor shall employ its own personnel
and shall be responsible for them and their acts. CAC shall in no way be liable
for Distributor, its employees, or third parties, for any losses, injuries,
damages, or the like occasioned by Distributor's activities in connection with
this Agreement, except as expressly provided for herein.
ARTICLE 2 - TERM
THIS Agreement will commence on ________________ and continue for a twelve (12)
month period (hereinafter called "Term") through __________________ unless
terminated in accordance with the conditions of this Agreement. It may be
renewed for one additional 12 month period unless terminated by either party in
accordance with the conditions of this agreement.
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ARTICLE 3 - TERMINATION AND ASSIGNMENT
Either party may terminate this agreement:
i. With or without cause upon ninety (90) days prior written notice to the
other party.
ii. Immediately if the other party:
(a) assigns this Agreement or any of its rights hereunder without the
prior written consent of the other party ("assigns" to include,
without limiting the generality thereof, a sale or transfer of a
majority ownership interest);
(b) makes an assignment for the benefit of creditors, or a receiver,
trustee in bankruptcy or similar officer is appointed to take
charge of all or part of its property;
(c) becomes insolvent or has petition in bankruptcy, reorganization or
similar action filed by or against it;
(d) fails to perform any material obligations under this Agreement and
such failure is not remedied within ten (10) days after written
notice thereof has been given to the other party;
(e) any termination of this Agreement pursuant to this Article will be
in addition to and will not be exclusive of or prejudicial to any
other rights or remedies at law or in equity available to the
other party.
iii. Upon termination, other than for cause or pursuant to (ii.) above, CAC
will continue to provide spare parts for one (1) year so that Distributor
can properly support its existing customer base. Spares will be provided
at the then current CAC Distributor pricing and terms and conditions of
sale for such spares.
iv. Upon termination without cause by CAC, CAC, at the option of Distributor,
will repurchase any remaining unsold Distributor inventory at the price
paid to CAC by Distributor for such equipment. Such repurchased equipment
must be unused and in original containers, identified by serial numbers
or some other agreed to identifier.
ARTICLE 4 - RESPONSIBILITIES OF CAC
CAC agrees to:
Provide Sales Materials
CAC will provide Distributor at no charge with an initial supply of one hundred
(100) copies of current sales literature to promote and sell CAC Products.
These materials may include, but are not limited to, brochures, application
notes, technical white papers, sales presentations in slide, overhead or
magnetic form, and any other appropriate material necessary to aid in the
selling process. Distributor may be charged for unreasonable amounts of
marketing collateral materials at CAC cost or a mutually agreed upon price. Such
cost will be furnished to Distributor prior to delivery of materials. This
material may be provided in original art work form
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to Distributor to enable Distributor to develop material for its own internal
programs. All Distributor material developed as a result of this program must be
approved by CAC in writing prior to release.
Provide Sales Leads
To periodically provide Distributor, at CAC's discretion, with pre-screened and
qualified sales leads applicable to Distributor's markets from CAC's
promotional programs; provided however, that Distributor pursues and further
qualifies such leads and provides monthly reports as to their status or
disposition.
Offer Sales Training
To provide sales training on CAC Products and applications at Distributor's
expense for Distributor's sales personnel at CAC's corporate headquarters or
Distributor's locations as agreed upon.
Provide Technical Support
i. Provide a technical support telephone number to Distributor's personnel for
Product installation, trouble shooting, and Product applications advice.
After normal business hours (8:00 AM - 5:30 PM-Mountain Standard/Daylight
Time, Monday through Friday) this telephone number will provide the option
of paging an appropriate CAC customer service representative for emergency
situations.
ii. Provide technical updates and product bulletins via facsimile and CAC's
Internet web page.
Provide Marketing Support
Provide Distributor with timely reports detailing marketing or technical
information on products, competitive comparisons, special sales suggestions,
competitive announcements, pre-announcement product releases, and to respond
promptly to all inquiries and requests for sales assistance by Distributor.
Offer Co-Op Market Development Assistance
CAC will reserve two (2) % of the previous quarter's Net Purchases received from
Distributor to be used as matching funds for advertisements, and other mutually
agreed upon marketing programs. To qualify for these funds Distributor must
have achieved their minimum quarterly purchase obligation as outlined in
Article 7 - Quotas and Discounts during such previous quarter. This program is
described in Appendix H - Cooperative Market Development.
CAC Advisory Council
Distributor will be eligible to participate in the CAC advisory council. This
council will provide direct input to CAC management on new product requirements,
existing product and service concerns and distribution channel issues.
Notification of meeting dates and time will be supplied to Distributor.
ARTICLE 5 - RESPONSIBILITIES OF DISTRIBUTOR
Distributor Agrees to:
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Comply with Law
Distributor will comply with all applicable international, national, state,
regional and local laws and regulations in connection with its activities under
of this Agreement.
Comply with U.S. Export Laws
Distributor acknowledges that the Products, including related documentation and
other technical data (collectively, "Technical Data"), are subject to export
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controls imposed by the U.S. Export Administration Act of 1979, as amended (the
"Act"), and the regulations promulgated thereunder ("BXA Regulations").
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Distributor will not export or re-export (directly or indirectly) the Technical
Data without complying with the Act and the BXA Regulations. Distributor
certifies that: (a) neither the Technical Data nor its direct Product is
intended to be used for any purposes prohibited by the BXA regulations,
including, but not limited to, nuclear proliferation; and (b) unless Distributor
first obtains written permission to do so from the appropriate U.S. governmental
agencies, no Technical Data will be exported to any country to which the U.S.
has prohibited shipment.
Perform No Engineering Modifications
Distributor shall not reverse assemble, reverse compile or reverse engineer the
Product hardware or software supplied by CAC in any way.
Provide Contact Personnel
Distributor shall appoint an individual to be the primary CAC support contact
for its customers. Furthermore, Distributor will agree that this individual
attends at least one CAC training session annually.
Provide Sales and Service Coverage
Provide trained/authorized sales and technical service coverage to Distributor's
customers for CAC Products. Such coverage includes but not limited to responding
to initial technical support inquiries, following up on sales leads, and
performing all activities required to execute a sale.
Meet Purchase Commitments
To meet or exceed purchase commitments as set forth Article 7 - Quotas and
Discounts and any minimum annual purchase quotas for New Products which may be
agreed upon by both CAC and Distributor.
Provide Forecasts
Provide CAC with written monthly 90 day rolling sales forecasts which must
include the number of sales expected on each Product, Unit type, expected
delivery dates, and any special sales that require special equipment or of an
extremely large volume.
Special Services and Materials
To pay CAC agreed upon and reasonable charges for mutually agreed upon special
support services and/or materials which are provided at Distributor's request,
which are not normally covered in accordance with the warranty or CAC practices.
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Provide Warranty Registration and Service
To properly register the warranty for each and every Unit including Unit's
serial number by providing a CAC Warranty card with every unit sold, and to
maintain a log of service activity on all CAC Products, so that CAC can properly
track, investigate and resolve Product service issues.
Furnish Reports
To furnish CAC with monthly written reports on the disposition of CAC provided
sales leads, technical issues and any other marketing information that may
enhance the sale of CAC products
Point of Sale Reports
Distributor will provide to CAC within ten (10) days of the end of each month,
an electronic report showing Distributor's shipments of Product by date,
customer, city, state and zip code shipped, part number, number of units, and
unit cost within Product type.
ARTICLE 6 - MINIMUM ORDER SIZE
The minimum order lot size per Distributor order is one (1) AB-I, AB-II or
DataSplit Unit within a product group listed in Appendix A.
ARTICLE 7 - QUOTAS AND DISCOUNTS
Minimum Contract Quota/Commitment
Distributor is required to make Net Purchases for a minimum commitment of
$250,000 of Net Purchases per calendar quarter. Should Distributor fail to
reach or maintain the Net Purchases stated herein, Distributor shall not be
entitled to any amounts under the 2% Co-op Market Development program described
in Article 4 and Distributor's Discount shall revert to 50% until Net Purchases
exceed $250,000 in a quarter. If Net Purchases per calendar quarter fall below
$125,000, Distributor discount shall revert to 45% until Net Purchases exceed
$125,000 per calendar quarter. CAC, as its sole remedy for such failure, may
terminate this Agreement in accordance with Article 3 (i) (d) - Termination and
Assignment. Quarterly performance reviews will be conducted to monitor
Distributor's performance against plan.
Discounts
Distributor discounts are based upon meeting the minimum quarterly Net Purchase
commitments. All discounts represent a percentage off the List Price of Product
described in Appendix B.
Minimum Quarterly Quota Discount
$250,000 55%
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ARTICLE 8 - ACCEPTANCE OF ORDERS
Distributor shall purchase Products by issuing a written purchase order
indicating specific Products, quantity, price, total purchase price, shipping
instructions, requested delivery dates, and any other special instructions.
Distributor must place orders in writing and submit them via mail, express
delivery and/or by facsimile.
All purchase orders issued under this agreement shall reference Distributor's
contract number assigned to this agreement. The terms and conditions of this
agreement prevail regardless of any conflicting terms on the purchase order or
other documents of either CAC or Distributor.
All orders are subject to written acceptance or rejection by CAC, in its sole
discretion, which CAC shall do within five working days, otherwise orders shall
be deemed accepted.
CAC shall fulfill all orders with new and latest revision of Product, unless
otherwise agreed.
Distributor will submit all purchase orders to:
Carrier Access Corporation
Attn.: Customer Service
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ or ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ (Facsimile orders are acceptable.)
CAC may reject a Distributor's order by reason of (but not limited to) current
availability of Product.
ARTICLE 9 - ORDER CANCELLATION
Orders canceled or rescheduled by Distributor within fifteen (15) days of
scheduled shipment date are subject to a fifteen (15) % re-stocking fee.
ARTICLE 10 - PRODUCT IDENTIFICATION
All Products supplied to Distributor pursuant to this agreement shall be marked,
as applicable and in accordance with standard practices of CAC, as appropriate,
with: (1) CAC's name and/or logo; (2) model number or part number; (3) serial
number; (4) shipping date; (5) copyright notice; (6) country of origin; and (7)
such other markings as may be required for warranty period identification or by
applicable law.
ARTICLE 11 - PACKAGING
Products will be packed or packaged for U.S. shipment in accordance with
standard commercial practices. Distributor and CAC will agree to a price for
packaging if Distributor requests packaging outside of standard commercial
practices.
ARTICLE 12 - INSPECTIONS, AND RECORDS
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Notification
Distributor will: (i) notify CAC in writing of any claim or proceeding
involving the Products within ten (10) working days after Distributor learns of
such claim or proceeding; (ii) report promptly to CAC all claimed or suspected
Product defects.
Records
Distributor will maintain, for at least one (1) year after termination of this
Agreement, its records, contracts, and accounts relating to distribution of the
Products, and will permit examination thereof by authorized CAC representatives
with reasonable notice to Distributor.
CAC will inspect Products prior to shipment in accordance with its normal
practices, which shall be no less than standard industry practices. CAC
reserves the right to charge for other inspections or tests requested by
Distributor.
ARTICLE 13 - SHIPPING AND DELIVERY
Shipping dates will be established by CAC upon receipt of purchase orders from
Distributor. Shipping dates will be assigned as close as practical to
Distributor's requested date. CAC will use best efforts to notify Distributor
of the actual scheduled shipping date within five (5) working days after receipt
of order (ARO).
Distributor has the right to defer Product shipment for no more than thirty (30)
days from the scheduled shipping date, provided written notice is received by
CAC at least fifteen (15) days before originally scheduled shipping date.
Deferrals for greater than thirty (30) days will be deemed canceled. Deferrals
or cancellations within thirty (30) days are subject to charges and terms
outlined in Article 9 - Order Cancellation.
Distributor shall be responsible for all freight handling and insurance charges.
CAC shall select the carrier, acquire in-transit insurance and invoice
Distributor for freight handling and insurance charges, unless specifically
declined in writing by Distributor. In no event shall CAC have any liability in
connection with shipment, nor shall the carrier be deemed to be an agent of CAC.
Title, risk of loss, and insurance responsibilities pass to Distributor upon
delivery of Products by CAC to the shipping agent or carrier at the FOB point.
Delivery shall be deemed made upon transfer of possession to the carrier. All
orders are shipped FOB Boulder, Colorado. Drop Shipment orders may be subject
to a 10% surcharge.
ARTICLE 14 - PRICE
List prices for Products shall be those specified in Appendix B, as updated from
time to time by CAC. Distributor's price is the CAC List Price less the
applicable discounts specified in Article 7 - Quotas and Discounts. Such prices
are subject to change at any time and Appendix B shall be deemed amended.
Changes shall be preceded by sixty (60) days written notice and will become
effective on all Distributor shipments after that period. In the event of
list price decreases by CAC, CAC will offer to credit Distributor with the
currently effective discounted price differential for Distributor owned stock
on-hand at the effective date of the price
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decrease. CAC reserves the right to audit Distributor stock on-hand at the
effective date.
ARTICLE 15 - DISTRIBUTOR RESALE PRICE
Although CAC may publish suggested wholesale or retail prices, these are
suggestions only and Distributor will be entirely free to determine the actual
prices and license fees at which the Products will be sold or licensed to its
customers.
ARTICLE 16 - PAYMENT
Subject to prior credit approval, the terms of payment are 30 days from date of
invoice. Where credit approval has not been granted or Distributor is at their
credit limit as determined by CAC, the terms are wire transfer of funds prior to
shipment. Invoices for Products will be rendered as shipments are made. Late
charges of 1.5% (or the maximum amount permitted by law if less), per month, on
outstanding balances will be charged.
ARTICLE 17 - RETURNS AND REJECTIONS
Returns and rejections are covered in Appendix C - Product Returns.
ARTICLE 18 - TERRITORY
This Agreement and appointment only applies to the territories listed in
Appendix F - Territory
ARTICLE ▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CAC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF PRODUCTS OR AS
TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN CAC's
LIMITED WARRANTY ATTACHED HERETO AS APPENDIX D. CAC RESERVES THE RIGHT TO
CHANGE THE WARRANTY AND SERVICE POLICY SET FORTH IN SUCH LIMITED WARRANTY, OR
OTHERWISE, AT ANY TIME, WITH NINETY (90) DAYS WRITTEN NOTICE AS IT APPLIES TO
EQUIPMENT PURCHASES AFTER THE 90 DAY PERIOD, AND WITHOUT LIABILITY TO
DISTRIBUTOR OR TO ANY OTHER PERSON. SUCH CHANGES WILL NOT APPLY TO ANY PRODUCT
SHIPPED PRIOR TO THE END OF THE NINETY (90) DAY NOTICE PERIOD.
Distributor's Warranty
Distributor will make no warranty, guarantee or representation on CAC's behalf.
In the event that Distributor makes unauthorized representations or guarantees
beyond those contained in Appendix D - Warranties and Limitation of Remedies,
Distributor shall hold harmless and indemnify CAC for any expenses, claims,
damages or liability of any nature whatsoever arising from or related to such
unauthorized representations or guarantees, including without limitation,
reasonable attorney's fees.
ARTICLE 20 - WARRANTY PASS THROUGH
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Upon the resale of Products purchased hereunder, Distributor is required to pass
through to its customer(s) a document with terms and conditions equivalent to
Appendix D - Warranties and Limitation of Remedies. This pass through applies
to those Products purchased from CAC and resold by Distributor without
alteration, modification, assembly with other manufacturer's equipment or re-
labeling by Distributor.
ARTICLE 21 - EXERCISE OF RIGHTS
A failure by one of the parties to this Agreement to assert its rights for or
upon any breach of this Agreement will not be deemed a waiver of such rights,
nor will any such waiver be implied from acceptance of any payment. No waiver
written by one of the parties herein with respect to any right under this
Agreement will extend to or affect any subsequent breach of any kind.
ARTICLE 22 - NEW PRODUCTS
During the term of this agreement CAC may introduce New Products that
Distributor wishes to include in this agreement. New Products may have minimum
purchase commitments and special discounts associated with them that CAC and
Distributor will mutually agree to. CAC will have no obligation to offer New
Products to Distributor or to offer any particular terms and conditions
concerning such New Products. Any New Products added to this Agreement and
their commitments and discounts may be added to Appendix G - New Products when
appropriate.
ARTICLE 23 - DISCONTINUED PRODUCTS
CAC will give Distributor 180 days written notice of any manufacturer
discontinued (MD) products.
ARTICLE 24 - DOCUMENTATION
Standard Documentation
CAC shall provide installation manuals and available user guides with each
Product.
Documentation Reproduction and Modification
With CAC prior approval, Distributor shall have the right to reproduce in whole
or in part, the documentation relating to Product, for use in conjunction with
Products and training and any updates, modifications and revisions thereto.
ARTICLE 25 -TRADEMARKS
Right To Use
Distributor will not incorporate under or otherwise make use of the name of CAC,
or any of its trademarks or trade names except to use the name, logo and other
marks of CAC ("Marks") for all proper purposes in the sale of CAC Products and
the performance of Distributor's duties hereunder only so long as this agreement
is in effect. Distributor will not alter or remove any trademark or trade name
applied by CAC to the Products except
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upon prior written authorization by CAC. Distributor's rights to use any
trademarks or trade names under this Article 26 immediately terminate upon
written notice from CAC or upon termination of this Agreement.
Proprietary Rights
Distributor acknowledges that CAC owns and retains all Marks and other
proprietary rights in or associated with CAC Products, and agrees that it will
not at any time during or after this Agreement assert or claim any interest in
or do anything that may adversely affect the validity of any ▇▇▇▇ or copyright
belonging to or licensed to CAC (including, without limitation any act which may
infringe or lead to the infringement of any of CAC's proprietary rights).
No Continuing Rights
Upon expiration or termination of this Agreement, Distributor will immediately
cease use of all CAC Marks and will not thereafter use, advertise or display any
▇▇▇▇ which is similar to or confusing with any ▇▇▇▇ associated with any CAC
Product.
Obligation to Protect
Distributor agrees to use reasonable efforts to protect CAC's proprietary rights
and to cooperate in CAC's efforts to protect its proprietary rights.
Distributor agrees to promptly notify CAC of any known or suspected breach of
CAC'S proprietary rights that comes to Distributor's attention.
ARTICLE 26 - NOTICES
Any notice, approval, request, authorization, direction or other communication
under this agreement shall be given in writing and shall be deemed to have been
delivered and given for all purposes (i) on the delivery date if delivered
personally to the party to whom the same is directed; (ii) one business day
after deposit with a commercial overnight carrier, with written verification
receipt, (iii) by facsimile with written confirmation of receipt, or (iv) five
days after the mailing date, whether or not actually received, if sent by U.S.
Postal Service, return receipt requested, postage and charges pre-paid, or any
other means of rapid mail delivery for which a receipt is available to the
address of the party to whom same is directed as set forth as follows.
For CAC: Carrier Access Corporation
Attention: Contracts
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For Distributor: ____________________
Attention: ____________________
____________________
____________________
The above addresses may be changed at any time by giving prior written notice as
provided herein.
ARTICLE 27 - SURVIVAL OF OBLIGATIONS
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Each party's obligations under this Agreement which by their nature would
continue beyond termination, cancellation or expiration of this Agreement,
including by way of illustration only and not limitation, those in the Warranty
& Limitation of Remedies, and technical data will survive the termination or
cancellation of this agreement for a period of two years from such termination
or cancellation. Articles 3, 16, 17, 19, 21, 24, 25, 26 and 28 shall survive the
cancellation or termination of this Agreement for any reason.
ARTICLE 28 - TAXES
In addition to the purchase price, Distributor will pay CAC the amount of all
taxes, excises, export duties, or governmental charges that CAC may be required
to pay with respect to the sale or transportation of any Products delivered
hereunder, except taxes on or measured by CAC's net income. If Distributor
claims exemption from any taxes by purchase of Products under this Agreement,
Distributor will provide CAC with documentation required by the taxing authority
to support the exemption.
ARTICLE 29- TECHNICAL DATA AND LICENSING
All drawings, data, designs, tooling, equipment, procedures, engineering
changes, inventions, computer software and all parts thereof, and all other
information, technical or otherwise which was developed, made or supplied by CAC
in the Production of any Product or the performance of any Service sold,
rendered or licensed hereunder will be and remain the sole property of CAC.
Distributor agrees that CAC software and firmware Products, or any software or
firmware in CAC Products is hereby licensed (not sold) subject to the terms set
forth in this Article and contains information and trade secrets proprietary to
or licensed to CAC. No change, modification, defacement, alteration, reverse
engineering, disassembly, de-compilation or reproduction of such Product or
disclosure of programming content to other parties is allowed without the
express written consent of CAC. Software and firmware are unpublished, and any
copyright notices placed thereon will not be deemed to constitute publication.
Distributor agrees to pass on all terms of CAC's software and firmware licenses
to the ultimate user. See Appendix E - Software License Agreement.
ARTICLE 30 - PATENT INFRINGEMENT - IDEMNIFICATION
Each Party (the "Indemnitor") hereby indemnifies and holds the other Party (the
"indemnitee"), its directors, officers, agents and employees harmless against
any and all claims, actions and damages, liabilities or expenses including
attorneys fees and other legal costs for injury to or death to any person, and
for loss of or damage to any and all property arising out of the negligent acts
or omissions of the Indemnitor under this Agreement.
CAC will defend, at its own expense, any action brought against Distributor to
the extent that it is based on a claim that any CAC supplied designs, material,
processes, or documentation hereunder constitutes a direct infringement of any
duly issued United States patent or infringement of any copyright, in the United
States. CAC will pay all damages and costs finally awarded against Distributor
in such action which are attributable to such action, provided that CAC is
promptly informed in writing and furnished a copy of each communication, notice,
or other action relating to the alleged infringement and is given authority,
information, and assistance necessary to defend or settle such claim. Should
equipment likely to become the subject of a claim of infringement of any United
States patent or any copyright, trade
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Confidential 03/05/98
15
secret, or other proprietary rights in the United States, then CAC may, at its
option: (i) procure for Distributor the right to use such equipment free of any
liability for infringement; (ii) replace such equipment with non-infringing
substitutes otherwise complying substantially with all the requirements of the
contract; or (iii) refund the purchase price, less a charge for equal to one
sixtieth (1/60) of the purchase price of the Product for each month that
Distributor enjoyed beneficial use, and accept the return of such equipment.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES TO THIS
AGREEMENT FOR PATENT AND COPYRIGHT INFRINGEMENT AND IS IN LIEU OF ALL CONDITIONS
OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD THERETO.
ARTICLE 31 - LIMITATION OF LIABILITY
CAC shall not be liable for delays in delivery or failure to manufacture or
deliver Product or to otherwise perform any obligation due to Distributor under
this Agreement due to any cause beyond CAC's reasonable control, such as acts
of God, acts of civil or military authority, labor disputes, fire, riots,
sabotage, war, embargo, blockage, floods, earthquake, epidemics, power
shortages, or when due to government restrictions. The rights of Distributor
under this Agreement, including the right to continue the Agreement shall not be
affected by Distributor's failure to perform any obligation contained herein
where such failure is due to any cause beyond its control, such as acts of God,
acts of civil or military authority, labor disputes, fire, riots, sabotage, or
when due to government restrictions.
Since Distributor will have the exclusive control over the use and disposition
of the Product purchased under this agreement, Distributor shall be responsible
for the proper use, protection, supervision, and ultimate disposition of that
Product in accordance with Distributor's own rules and regulations. Distributor
indemnifies and agrees to hold CAC harmless with respect to any cost, damage, or
expense (including reasonable attorney fees) arising from breach by Distributor
of its obligations under this Agreement or from claims made by Distributor's
customers concerning the selling, renting, leasing, operation, service, of the
Product or from damage, injury or loss to third parties caused by Distributor's
fault or negligence.
In no event shall CAC's liability under this agreement, regardless of the form
of action, include any special, indirect, incidental or consequential damages or
claims for loss of business or loss of profits, even if CAC shall have been
advised of the possibility of such potential loss or damage. The liability of
CAC arising out of the supplying of any Product or its use, whether based upon
warranty, contract, negligence or otherwise, shall not in any case exceed the
original cost to Distributor of such Product.
ARTICLE 32 - GENERAL PROVISIONS
The laws of the State of Colorado, USA will apply and govern in the construction
and application of this Agreement and to all transactions hereunder. Any
action hereunder will be brought in the courts of the Twentieth Judicial
District, County of Boulder, State of Colorado, USA and will be governed by and
interpreted and constituted in accordance with the laws of the State of
Colorado. Any claim, except for nonpayment, will be brought within one year of
the Product shipment. Distributor will be liable for all collection costs and
attorney fees. CAC may only subcontract any obligations contained in this
Agreement with prior written notice.
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If any provision of this Agreement is deemed invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not
be affected or impaired thereby.
No waiver will be valid unless in writing and no waiver granted will release
Distributor or CAC from subsequent strict compliance herewith.
ARTICLE 33- STOCK ROTATION
Three times a year, at a maximum of 15% of Stock, distributor may exchange, upon
thirty (30) day advance notice, unsold inventory purchased within the prior four
(4) month period, at distributor options, for a like dollar amount of new
equipment. Such exchanged equipment must be unused and in original containers,
identified by serial numbers or some other agreed to identifier and remain on
the current Carrier Access Corporation price list.
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IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the data
written below.
CARRIER ACCESS CORPORATION DISTRIBUTOR
______________________________ __________________________________
SIGNATURE SIGNATURE
______________________________ __________________________________
NAME (PRINT/TYPE) NAME (PRINT/TYPE)
______________________________ __________________________________
TITLE TITLE
______________________________ __________________________________
DATE DATE
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APPENDIX A - PRODUCT PRICE LIST
See attached CAC Product List Prices , Updated 5/12/97, Release 1.8.
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▇▇
▇▇▇▇▇▇▇▇ ▇ - PRODUCT RETURNS
RETURN MATERIAL AUTHORIZATION
A Return Material Authorization (RMA) number and corresponding tracking sheet
must accompany all Products returned to CAC. An RMA number must be obtained
from CAC's technical product support department prior to returning any Product.
Warranty registration cards should be returned to CAC after product installation
to help expedite RMA process. Upon issuance of an RMA number, CAC's technical
support group will fax a product tracking sheet to product owner that must be
completed and included with the return shipment. It is product owner's
responsibility to properly insure and pack all returned materials. All Products
must be returned freight pre-paid in the original packaging materials with the
RMA number clearly displayed on the outside of the box. If original shipping
materials are not available, CAC will ship replacement materials to the
requester at a rate of $15.00/container plus freight charges.
Any Product returned without a valid RMA number will be rejected and returned to
sender freight collect. Product found damaged, improperly used, or modified so
that it does not meet specification will be returned to sender freight collect.
When returning parts under this procedure Distributor shall do the following
with respect to each shipment:
Prepare RMA parts lists and indicate:
- Part Number and serial number of returned part*
- Quantity of each item
- Description of failure or reason for return
- Completed CAC Tracking Sheet
Product must be identified and RMA number referenced on shipping materials.
Distributor is responsible for insurance and shipping charges.
COLLECT ON DELIVERY (COD) SHIPMENTS CANNOT BE ACCEPTED
*An equipment description must accompany the shipment. "Channel Bank" will not
be accepted. The correct description would be: AB-I/FXS/FXS --Serial Number
________.
RETURNED UNITS THAT ARE TESTED WITH NO TROUBLE FOUND WILL BE RETURNED TO SENDER
FOR NO TROUBLE FOUND AND RETURN SHIPPING CHARGES. TO SAVE NO TROUBLE FOUND
CHARGES, ONLY RETURN COMPONENTS THAT HAVE BEEN VERIFIED AS FAILURES. FOR
EXAMPLE, RETURN A SINGLE FXS CARD THAT HAS BEEN IDENTIFIED WITH A FAILED CHANNEL
9, RATHER THAN AN ENTIRE ACCESS BANK.
SHIPPING
CAC assumes no liability for damage, loss, or shortage incurred during shipment
of the Product to Distributor. Products found to be defective as the result of
shipment or mishandling will be either returned to Distributor or repaired on a
time and materials fee basis. These charges will also include a time/labor
charge for testing the Product to insure it conforms to specification.
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Upon receipt of Product, Distributor should inspect the shipment before
accepting delivery. Damage, breakage, or shortages should be noted on the
carrier's freight ▇▇▇▇ with supporting documentation for Distributor's claim
against the freight carrier. Shortages or variances from a Distributor's order
should be forwarded to CAC within fifteen (15) days of shipment. All shipments
should be shipped freight pre-paid and insured to cover any losses.
ADVANCE REPLACEMENT
Distributor should maintain adequate stock to provide advance replacement units
for out of box failures if it is their policy to offer this service. If an
advance replacement is sent to Distributors customer by CAC, Distributor must
provide a purchase order for the equipment advance replaced to Distributors
customer. Distributor must provide CAC with an open purchase order for advance
replacement units if CAC is to provide advance replacement units after
Distributors normal working hours. In the event that a RMA is issued by CAC for
an out of box failure, it will be replaced immediately upon receipt of product
and verification of defect at CAC.
If a product owner needs expedited delivery/overnight service for failed product
under warranty, they must contact their authorized Distributor. The Distributor
may then offer expedited delivery and process the product owner's RMA through
the proper channels with CAC.
SUMMARY OF SERVICE FEES
PRODUCTS UNDER WARRANTY
1. Warranty Repair (Parts & Time) $ 0
2. No Trouble Found Test Fee 10% of List Price plus
Return Shipping Charges
PRODUCTS OUT OF WARRANTY
1. Time (Labor) $90.00/Hour
2. Materials Current Price of Replacement Part
REFURBISHMENT OF DEMO EQUIPMENT
1. Labor $250.00 flat fee
2. Material CAC cost
SPARE PARTS
Parts displaced from out of warranty equipment may be returned to CAC for repair
but must follow the above RMA procedure and have a repair/replacement purchase
order accompanying the shipment. CAC reserves the right to use refurbished or
used parts for repair.
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APPENDIX C - WARRANTIES AND LIMITATION OF REMEDIES
Carrier Access Corporation warrants to Distributor that Products are free from
substantial defect in material and workmanship under normal use given proper
installation and maintenance for period of five (5) years from the date of
shipment by CAC.
Distributor will promptly notify CAC of any defect in the Product. CAC or its
agent will have the right to inspect the Product or workmanship on Distributor's
premises or Distributor's customer's premises. CAC has the option to: (a)
repair, replace or service at its factory or on the premises the Product or
workmanship found to be defective, or (b) credit BUYER for the PRODUCT in
accordance with CAC's depreciation policy. Refurbished material may be used to
repair or replace the Product. Products returned to CAC for repair,
replacement, or service will be shipped pre-paid by Distributor.
LIMITATION OF WARRANTY & LIMITATION OF REMEDIES
Correction of defects by repair, replacement, or service will be at CAC's option
and constitute fulfillment of all obligations to Distributor for breach of
warranty.
CAC assumes no warranty liability with respect to defects in the Product caused
by:
i. modification, repair, installation, operation or maintenance of the
Product by anyone other than CAC or its agent, except as described in
CAC's documentation; or
ii. the negligent or other improper use of the Product; or
iii. handling or transportation after title of the Product passes to
Distributor.
Other manufacturer's equipment purchased by CAC and resold to Distributor will
be limited to that manufacturer's warranty. CAC assumes no warranty liability
for other manufacturer's equipment furnished by Distributor.
Distributor understands and agrees as follows: the warranties in this agreement
replace all other warranties, expressed or implied, and all other obligations or
liabilities of CAC, including any warranties of merchantability and fitness for
a particular purpose. All other warranties are disclaimed and excluded by CAC.
The remedies contained in this agreement will be the sole and exclusive remedies
whether in contract, tort or otherwise, and CAC will not be liable for injuries
or damages to persons or property resulting from any cause whatsoever, with the
exception of injuries or damages caused by the gross negligence of CAC. This
limitation applies to all services, software and products during and after the
warranty period. In no event will CAC be liable for any special, incidental or
consequential damages or commercial losses even if CAC has been advised thereof.
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No agent, Distributor, or representative is authorized to make any warranties on
behalf of CAC or to assume for CAC any other liability in connection with any of
CAC's Products, software or services.
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Confidential 03/05/98
23
APPENDIX D - SOFTWARE LICENSE AGREEMENT
License
Subject to the following terms and conditions Carrier Access Corporation (CAC)
grants to the original purchaser (Purchaser) of CAC hardware and software
products (Products) and Purchaser accepts a perpetual, non-exclusive license to
use the object code software and firmware provided by CAC (the Licensed Program)
only with CAC Products with all copyright, patent and intellectual property
rights remaining the sole property of CAC.
Purchaser shall receive software support and upgrades for the Licensed Program
in accordance with the applicable then current CAC software support policy in
effect and upon payment of any applicable fees.
PROTECTION AND SECURITY OF LICENSED PROGRAMS
Purchaser acknowledges and agrees that the Licensed Program contains proprietary
and confidential information of CAC and/or its third party supplier. Purchaser
agrees to protect the confidential and proprietary nature of the Licensed
Program as confidential information and a trade secret of CAC.
Purchaser shall not use, print, copy, translate, adapt, create derivative works
from, record, transmit, display, disclose, publish, encumber by way of security
interest or otherwise pledge or transfer, modify, assign, distribute, rent, loan
or make available to any third party the Licensed Program in whole or in part,
except as expressly provided in this Agreement.
Purchaser shall refrain from and shall prevent others from de-compiling or
applying any procedure to the Licensed Program, including reverse engineering or
any similar process, in order to derive and/or appropriate for use, the source
code or source listings for the Licensed Program.
TERM
This Agreement shall become effective for each Licensed Program upon delivery of
the Licensed Program to Purchaser.
CAC may terminate this Agreement and the license upon notice to Purchaser if any
amount payable by Purchaser in respect of any of the Products is not paid within
thirty (30) days of the date such payment is due, or if Purchaser otherwise
breaches any provision of this Agreement and fails to cure such breach within
thirty (30) days of notice thereof, or if Purchaser becomes bankrupt, makes an
assignment for the benefit of creditors or a trustee is appointed for Purchaser,
or if the assets of Purchaser vest in or become subject to the rights of any
trustee, receiver, board, tribunal, commission or any body, corporation or
person, other than Purchaser, or if bankruptcy, reorganization or insolvency
proceedings are instituted by or against Purchaser and are not dismissed within
30 days.
LIMITED WARRANTIES
CAC warrants that when the Licensed Program is delivered that it will function
substantially in accordance with the functional description set out in the
applicable portion of the version of the user manual supplied with the Licensed
Program when used in accordance with such user manual. This warranty will be
conclusively deemed
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to be satisfied unless Purchaser gives CAC notice within 90 days of the date CAC
ships the original copy of such Licensed Program that the warranty has not been
met, in which case CAC shall have the opportunity to make repeated efforts
within a reasonable time to satisfy its obligations under this warranty. If,
after repeated efforts, Purchaser notifies CAC that this warranty has not been
met, CAC will take back the Licensed Program and refund to Purchaser all amounts
paid by Purchaser hereunder with respect to such Licensed Program.
THE WARRANTY SET OUT ABOVE SHALL CONSTITUTE THE SOLE LIABILITY OF CAC AND THE
SOLE REMEDY OF PURCHASER FOR ANY FAILURE OF ANY PROGRAM TO FUNCTION AS
WARRANTED.
EXCEPT AS EXPRESSLY PROVIDED HEREIN THERE ARE NO WARRANTIES, CONDITIONS OR
REPRESENTATIONS EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF THE TRADE OR
OTHERWISE WITH RESPECT TO THE LICENSED PROGRAMS PROVIDED BY CAC HEREUNDER,
INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS OF WORKMANSHIP,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR DURABILITY,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAC DOES NOT WARRANT THAT THE
LICENSED PROGRAM WILL MEET ALL OF PURCHASER'S NEEDS OR THAT OPERATION OF THE
LICENSED PROGRAM WILL BE ERROR FREE.
LIMITATION OF LIABILITY
IN NO EVENT WHATSOEVER, REGARDLESS OF THE FORM OR CAUSE OF ACTION WHETHER IN
CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR THE NUMBER OF CLAIMS ASSERTED, SHALL
CAC's, ITS EMPLOYEES', DIRECTORS', OFFICERS' AND AGENTS' TOTAL COLLECTIVE
LIABILITY TO PURCHASER FOR ALL CLAIMS EXCEED THE AMOUNT PAID UNDER THIS
AGREEMENT FOR THE LICENSED PROGRAM THAT IS THE SUBJECT MATTER OF OR THAT IS
DIRECTLY RELATED TO CAUSE OF ACTION, PROVIDED THAT IN NO EVENT SHALL THE TOTAL
COLLECTIVE LIABILITY OF CAC, ITS EMPLOYEES, OFFICERS, AGENTS AND DIRECTORS
EXCEED THE AMOUNT PAID TO CAC PURSUANT TO THIS AGREEMENT.
CAC, ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT BE LIABLE IN ANY
WAY WHATSOEVER, WHETHER AS A RESULT OF A CLAIM OR ACTION IN CONTRACT OR TORT,
INCLUDING NEGLIGENCE OR OTHERWISE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOST BUSINESS REVENUE,
LOST BUSINESS, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR
ECONOMIC LOSS OF ANY KIND WHATSOEVER, OR FOR ANY DAMAGES, DIRECT OR INDIRECT,
SPECIAL OR CONSEQUENTIAL ARISING OUT OF ANY CLAIM AGAINST PURCHASER BY ANY
PERSON WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CAC, ITS
EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES WHICH ARE IN ANY WAY RELATED TO THIS AGREEMENT OR THE LICENSED
PROGRAM.
THE FOREGOING PROVISIONS LIMITING THE LIABILITY OF CAC EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS SHALL BE DEEMED TO BE FOR THE BENEFIT OF SUCH EMPLOYEES,
OFFICERS, DIRECTORS AND AGENTS AND SHALL BE ENFORCEABLE BY SUCH AS THIRD PARTY
BENEFICIARIES.
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PATENT, COPYRIGHT, TRADE NAME AND TRADE SECRET INFRINGEMENT
CAC shall defend any suit alleging the infringement of any patent, copyright or
trade secret which is brought against Purchaser on account of its use of the
Licensed Program and shall pay all reasonable legal costs and expenses incurred
by Purchaser in conjunction therewith and satisfy all monetary judgments and
decrees against Purchaser, provided that Purchaser notifies CAC within ten (10)
business days of the date any such claim becomes known to Purchaser, that CAC
shall have sole control of the defense or settlement of such actions, and that
Purchaser provides such assistance and cooperation to CAC as is reasonably
requested.
In the event Purchaser is enjoined from its use of CAC Licensed Program due to
proceeding based upon any infringement of any patent, copyright or trade secret,
CAC shall either:
i) promptly render the Licensed Program non-infringing and capable of
providing services as intended; or
ii) procure for Purchaser the right to continue using the Licensed
Program; or
iii) replace the Licensed Program with a non-infringing version; or
iv) remove the Licensed Program and refund the purchase price, less a
monthly usage fee equal to one sixtieth of the license for each month
that Purchaser has had use of the Licensed Program.
The foregoing constitutes the entire liability of CAC to Purchaser with respect
to infringement of patents, copyrights, and trade secrets for Products purchased
pursuant to this Agreement and CAC hereby disclaims any implied warranty of non-
infringement.
MISCELLANEOUS
Notwithstanding anything else in this Appendix, CAC shall not, in any way
whatsoever, be held liable or responsible for any failure by it to meet its
obligations or responsibilities under this Appendix where such failure results
from causes beyond CAC's reasonable control.
This Appendix constitutes the entire understanding between CAC and Purchaser
with respect to the licensing of the Licensed Programs to Purchaser by CAC and
supersedes all prior oral and written communications with respect to the
Licensed Programs licensed under this Appendix. This Appendix may be amended or
modified only by means of a written Agreement signed by both CAC and Purchaser.
If any provision of this Appendix shall be held to be invalid, illegal or
unenforceable, such provision shall be severed therefrom and the validity,
legality or enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Purchaser shall comply with all export regulations pertaining to the Licensed
Program in effect from time to time. In particular, without limiting the
generality of the foregoing, Purchaser hereby warrants that it will not directly
or indirectly export, re-export or transship the Licensed Program or such other
information, media or products in violation of or otherwise in contravention of
the export laws, rules and regulations of the United States.
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▇▇
▇▇▇▇▇▇▇▇ ▇ - ▇▇▇▇▇▇▇▇▇
Distributor will have the non-exclusive rights to market the Product within the
fifty (50) U.S. states, Canada, Mexico and Latin America unless otherwise
authorized in writing and subject to the terms and conditions set forth in this
Agreement.
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APPENDIX F - NEW PRODUCTS
THIS PAGE LEFT INTENTIONALLY BLANK
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APPENDIX G - COOPERATIVE MARKET DEVELOPMENT
REQUIREMENTS FOR CLAIM SUBMITTAL
NEWSPAPER
. Tear sheet of the full page on which the ad appeared.
. Photostatic copies are not acceptable
. Copy of the paid invoice.
DIRECT MAIL
. Copy of mailer and mailing list
. Metered mail invoice from mail service substantiating quantity mailed.
Postage for mailing "invoice stuffers" is not reimbursable.
. Actual mailer invoices
. Other paid invoices
MAGAZINE OR TRADE JOURNAL
. Tear sheet of full page of ad (photostatic copies not acceptable).
. Ad tear sheet must show date of publication or an affidavit of insertion is
required from publisher.
. Paid Invoices
TRADE SHOW - PRE-APPROVED PROPOSAL ACCEPTED BY VP OF SALES IN WRITING
. Photograph of display
. Paid invoice for show space rental
. Labor costs, receptions, hospitality, food, lodging and entertainment are not
reimbursable.
CAC LITERATURE AND MARKETING AIDS
. Paid Carrier Access Invoice
SEMINARS
. Printed materials regarding CAC products
. Paid invoice for materials.
HOW TO RECEIVE YOUR CO-OP FUNDS
. Submit completed Co-op Cooperative Market Development Refund Request Form
with all paid invoices and proof of performance, i.e. tear sheets,
photographs, etc.
. Upon verification of the claim, your Carrier Access account will be credited
for 50% of the costs and your co-op fund will be debited for the same up to
the limit of the accrued funds.
. Claims that are correctly submitted with all necessary supporting data, and
for which sufficient funds are available will be processed within 30 days.
. Proof of credit will be forwarded within 30 days of claim processing
. Claims which exceed funds available will be held for 60 days or until
sufficient funds accrue, whichever comes first.
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Items that are not covered include but are not limited to:
. Shipping and freight charges
. Office supply items such as envelopes, company letterhead or forms using the
Carrier Access logos or product trademarks, etc.
. State, City or use taxes
. Giveaway items
. Sponsorship donations
. Political and/or religious publications
. Association Dues
. Hotel accommodations for shows or meetings
. Travel expenses
. Incentive travel programs
. Labor charges for exhibits and displays
. Food items
No freight charges, service charges or other miscellaneous charges will be used
in calculating cooperative market development funds.. Any returned product will
have its corresponding cooperative market development funds deducted from the
accrual account.
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[LOGO OF CARRIER ACCESS CORPORATION]
DISTRIBUTOR COOPERATIVE MARKET DEVELOPMENT REGISTRATION FORM
------------------------------------------------------------
Company Name:__________________________________________________________
Contact Name:__________________________________________________________
Addresss:______________________________________________________________
City:___________________________ State:_______________ Zip:____________
Phone #:_____________________________Fax #:____________________________
I have read and understand the Distributor Cooperative Market Development
------------------------------
Policies and Procedures
Customer Signature:____________________________________________________
Date:__________________________________________________________________
Submit to:
Carrier Access Corporation
Attn: Marketing
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
This form must be completed and returned by all new distributors in order to
initiate the accrual of Cooperative Market Development funds.
------------------------------
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[LOGO OF CARRIER ACCESS CORPORATION APPEARS HERE]
COOPERATIVE MARKET DEVELOPMENT REFUND REQUEST
---------------------------------------------
Use this form for all claims for cooperative market development reimbursement
Company Name:__________________________________________________________
Contact Name:__________________________________________________________
Addresss:______________________________________________________________
City:___________________________ State:_______________ Zip:____________
Phone #:_____________________________Fax #:____________________________
The following is a recap of our cooperative market development expenditures for
which we request reimbursement under the terms of the CAC cooperative market
development Program.
Please list one item per line.
____________________________________________________________________
NAME OF PUBLICATION, JOURNAL, REFUND
TRADE SHOW, OR MEDIA USED DATE TOTAL COST EXPECTED
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
TOTAL
____________________________________________________________________
Attached are supporting materials as required in the cooperative market
development procedures section showing that we have met the requirements to be
reimbursed. We understand this material is subject to review and approval by
CAC Marketing..
____________________________________________________________________
Customer Signature Date
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Submit to: Carrier Access Corporation
Attn: CAC Marketing
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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[LOGO OF CARRIER ACCESS CORPORATION APPEARS HERE]
COOPERATIVE MARKET DEVELOPMENT SPECIAL REQUEST
----------------------------------------------
Use this form for all special requests for cooperative market development
approval, including trade shows, distributor made ads, etc. at least 30 days
prior to the event/project date.
Company Name:__________________________________________________________
Requested by:__________________________________________________________
Addresss:______________________________________________________________
City:___________________________ State:_______________ Zip:____________
Phone #:_____________________________Fax #:____________________________
Event/Project:_________________________________________________________
Date of Event/Project:_________________________________________________
Estimated Cost:________________________________________________________
How much do you expect to use from your CAC cooperative market
development Account? __________________________________________________
Explanation:___________________________________________________________
_______________________________________________________________________
We understand this request is subject to review by CAC Marketing.
_______________________________________________________________________
Customer Signature Date
_______________________________________________________________________
CAC Marketing Approval Date
_______________________________________________________________________
CAC Co-op Advertising Department Approval Date
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Submit to:
Carrier Access Corporation
Attn: CAC Marketing
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
35