EXHIBIT 10.5
AMENDMENT 1 TO SYSTEMS INTEGRATOR AGREEMENT
This Amendment Number 1 (the "AMENDMENT") is made by and between Cisco
Systems, Inc., a California corporation having its principal place of business
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ ("CISCO"), and InterNetwork
Experts, Inc., a Delaware corporation having its principal place of business at
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("INTEGRATOR"), and is
entered into as of the date last written below (the "EFFECTIVE DATE").
WHEREAS, Cisco and Integrator have previously entered into the Cisco
Systems Inc. Systems Integrator Agreement dated November 13, 2000, including
amendments to that agreement, if any (the "AGREEMENT"); and
WHEREAS, the parties desire to amend the Agreement to accomplish the
foregoing purposes;
NOW THEREFORE, the parties agree to amend the Agreement as follows:
1. The attached "EXHIBIT ___: eAgent Program Terms and
Conditions" is hereby added to the Agreement.
2. All other terms and conditions of the Agreement remain
unchanged.
ENTIRE AGREEMENT: This EXHIBIT, as supplemented by non-conflicting
terms of the Agreement, is the complete agreement between the parties hereto
concerning the subject matter of this EXHIBIT and replaces any prior oral or
written communications between the parties. There are no conditions,
understandings, agreements, representations, or warranties, expressed or
implied, which are not specified herein. This EXHIBIT may only be modified by a
written document executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this EXHIBIT to be
duly executed. Each party warrants and represents that its respective
signatories whose signatures appear below have been and are on the date of
signature duly authorized to execute this EXHIBIT.
INTERNETWORK EXPERTS, INC. CISCO SYSTEMS INC. ("CISCO")
("INTEGRATOR")
By: /s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------- --------------------------
Its authorized representative Its authorized representative
Printed Name: ▇▇▇▇ ▇▇▇▇ Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President & CEO Title: VP WW Sales Finance
Date of signature: December 14, 2001 Date of signature: January 28, 2002
EXHIBIT_______:
eAGENT PROGRAM TERMS AND CONDITIONS
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SCOPE AND PRECEDENCE: This EXHIBIT is appended to and incorporates by
reference each term of the Systems Integrator Agreement in effect between Cisco
and Integrator, including amendments to that agreement, if any (the
"AGREEMENT"). Capitalized terms used in this EXHIBIT but not defined in SECTION
1 of this EXHIBIT have the meanings provided for those terms in SECTION 1 of the
Agreement. This EXHIBIT is effective only with respect to orders from End Users
for Products which are to be sold directly by Cisco to such End Users as part of
the eAgent Program. With respect to such orders, the terms of this EXHIBIT shall
control over conflicting terms in the Agreement.
CONTENTS: This EXHIBIT consists of the following documents, each of
which is incorporated into this EXHIBIT by reference:
1. eAgent Program Exhibit Terms and Conditions
2. Attachment A: Agency Fee Matrix
3. Attachment B: Integrator Ordering Guidelines
4. Attachment C: Channel Partner eAgent Set-Up Preferences
eAGENT PROGRAM EXHIBIT TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 "eAGENT PROGRAM" or "PROGRAM" means the program whereby
Integrator will solicit and facilitate processing of Program
Orders from End Users on behalf of Cisco, which will sell
Products directly to End Users in response to Program Orders.
This EXHIBIT applies only to Integrator as identified on the
signature page of the Amendment adding this EXHIBIT to the
Agreement. Affiliates of Integrator are not eligible to
participate under this EXHIBIT. Products which are (a)
developed by the Cisco Internet Communications Software Group
("ICSG"), or (b) developed by the Cisco Optical Networking
Group, may not be sold or licensed under the eAGENT Program.
The Program is further described in SECTION 2.0.
1.2 "PROGRAM ORDER" means an order submitted to Cisco under the
eAgent Program for sale of Products by Cisco directly to an
End User. Orders which include only services will not be
accepted under the Program.
1.3 "AGENCY FEE" means:
1.3.1 for Products, the fee paid by Cisco to Integrator
under the eAgent Program in consideration of Cisco's
completed sale of (including receipt of payment for)
Products referenced in a Program Order which
identifies Integrator as the "CHANNEL PARTNER".
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1.3.2 for services, the fee paid by Cisco to Integrator
under the eAgent Program in consideration of Cisco's
completed sale of (including receipt of payment for)
Cisco services for Products included on a Program
Order, which services will be provided by Cisco
pursuant to the terms of the Agreement. Integrator
shall not be paid an Agency Fee for the renewal of
any Cisco brand services purchased under the Program.
2.0 DESCRIPTION OF PROGRAM
2.1 Under the Program, Integrator, acting as Cisco's agent, will
either (a) submit Program Orders to Cisco on behalf of End
Users, provided that, each such Order, prior to being
submitted by Integrator to Cisco, shall have been authorized
in writing by the End User on behalf of which it is being
submitted, or (b) initiate Program Orders on behalf of End
Users, and facilitate the submittal of Program Orders by End
Users to Cisco. In the event Integrator submits a Program
Order on behalf of an End User, Cisco will treat such Program
Order as having been submitted directly to Cisco by the End
User identified in the Program Order. Cisco will ship Products
directly to the End User's designated ship-to address
referenced in the Program Order and will ▇▇▇▇ the End User for
Products shipped.
2.2 In the event Integrator submits a Program Order on behalf of
an End User, Integrator and Cisco acknowledge that Integrator
submits each Program Order as Cisco's agent, and will at no
time take title to, or have risk of loss relating to, any
Products shipped by Cisco in response to any Program Order.
2.3 No Program Order may specify a shipment date more than sixty
(60) days later than the date of the Program Order, and
neither Integrator nor any End User may extend the shipment
date or modify a previously submitted Program Order without
Cisco's prior written consent.
3.0 APPOINTMENT: Subject to the terms and conditions of this EXHIBIT,
including without limitation SECTION 4.0 of this EXHIBIT, Cisco
appoints Integrator as its agent for the purposes set forth herein
during the term of this EXHIBIT.
4.0 INTEGRATOR'S OBLIGATIONS: Integrator shall undertake each of the
following obligations:
4.1 Within thirty (30) days of the Effective Date, complete and
return to Cisco the Channel Partner eAgent Set-up Preferences
form attached hereto as EXHIBIT C.
4.2 Submit Program Orders to Cisco on behalf on End Users, or
facilitate the submittal of Program Orders by End Users
directly to Cisco.
4.3 Act as the focal point for, and respond promptly to End User
requests for information.
4.4 Use its best efforts to assist Cisco with respect to the
collection of amounts owed to Cisco by End Users for Products
purchased under Program Orders.
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5.0 SCOPE OF AGENCY:
5.1 The Agency created in SECTION 3.0 of this EXHIBIT shall be
limited in scope to the following functions:
5.1.1 Soliciting and facilitating the submittal of Program
Orders from End Users;
5.1.2 Undertaking each of the obligations referenced in
SECTION 4.0, above;
5.1.3 Nominating End Users for the Program by submitting
required End User information via Cisco's Cisco
Connection On-Line ("CCO") web site;
5.1.4 Directing each End User that will be participating in
the Program to Cisco's eAgent web site containing the
"eAgent Program - U.S. Terms and Conditions of Sale
and Software License Agreement" ("END USER TERMS AND
CONDITIONS"), and making reasonable commercial
efforts to instruct each End User to execute and
return such End User Terms and Conditions to Cisco;
5.1.5 Training and assisting End Users as necessary in the
use of Cisco's on-line ordering tool for submittal of
Program Orders. Integrator agrees to expend
reasonable commercial efforts to ensure that
information contained in Program Orders submitted to
Cisco is accurate and complete;
5.1.6 Transmittal of information relating to Program Orders
to Cisco and its financing services agent (as
applicable), and information concerning status of
orders from Cisco to End Users; and
5.1.7 Negotiating the price of any Product contained in any
Program Order. Integrator acknowledges that Cisco may
reject, in whole or in part, any Program Order that
specifies a price for any Product which reflects, a
discount level (off of Cisco's Global Price List)
outside the range of discounts set forth in
ATTACHMENT A.
5.2 Each of the following acts is outside the scope of the agency
created by this Exhibit, and Integrator will not perform any
of them:
5.2.1 Agreeing to or accepting any modifications to the End
User Terms and Conditions to be executed by End User;
5.2.2 Making any commitment relating to delivery time or
manner of delivery except as specifically authorized
by Cisco in writing;
5.2.3 Submitting any Program Order on behalf of any person,
including Integrator itself, which is not an End
User; or
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5.2.4 Any other act relating to the sale or delivery of
Products purchased under a Program Order;
5.3 Integrator acknowledges that, to the extent Integrator
performs any of the acts referenced in subsection 5.2 of this
EXHIBIT, it has no power to bind Cisco to any obligation it
assumes. In addition, Integrator further acknowledges that no
commitment or agreement, express, implied, written, or oral,
made by Integrator with any End User which is outside the
limited scope of the agency identified in subsections 5.1 will
be binding upon Cisco.
5.4 Integrator further acknowledges that Cisco will rely upon
Integrator's identification of particular individuals as
authorized to submit Program Orders on behalf of particular
End Users. In the event that (a) Integrator designates an
individual as authorized to submit Program Orders on behalf of
an End User, and (b) that End User subsequently contests the
validity of the Order or the authority of the designated
individual to submit orders on its behalf, then Integrator
will be liable to Cisco for all payments due to Cisco under
the submitted order, in the event Cisco ships the order and
the End User identified in the order refuses payment.
6.0 For Products sold by Cisco under Program Orders pursuant to this
EXHIBIT, Integrator shall support such Products in accordance with the
terms of the Agreement, including, for Products sold with services to
be provided by Cisco either to Integrator or to the End User, the
exhibit to the Agreement which governs Cisco's provision of such
services.
7.0 SUBMISSION OF ORDERS: Orders initiated or submitted by Integrator will
be in accordance with ATTACHMENT B, Integrator Ordering Guidelines.
8.0 AGENCY FEE:
8.1 The Agency Fee shall be calculated without regard to any
credits Integrator may receive from Cisco under the Cisco
Competitive Technology Migration Program, the Technology
Migration Program or any other program or promotional
discounts offered by Cisco. Agency Fees will be paid to
Integrator within thirty (30) days of Cisco's receipt of
payment from End User. The Agency Fee will be calculated as a
percentage of the extended list price by line item of
Products, excluding any taxes or freight charges. Agency Fees
will be sent to Integrator based upon the information
submitted by Integrator in EXHIBIT C.
8.2 The basis for the calculation will be the discount level for
the Program Order as a percentage of Cisco's list price for
the Products composing the Program Order. The calculation of
the Agency Fee for each Program Order will be controlled by
ATTACHMENT A, the contents of which may be modified by Cisco,
at its discretion, upon thirty (30) days prior written notice
to Integrator; however, any such modification shall not apply
to Program Orders accepted by Cisco prior to the effective
date of such modification, whether or not Cisco has yet to pay
an Agency Fee to Integrator for such Program Orders.
Integrator acknowledges that
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Cisco will engage Deutsche Financial Services ("DFS"), a
finance company, to process the Agency Fee to be paid to
Integrator. Integrator further acknowledges that Cisco is
solely responsible for the calculation and payment of Agency
Fees, and that DFS will not be responsible for any error or
omission in the calculation of any Agency Fee claimed by
Integrator.
9.0 PROGRAM ORDERS: By submitting a Program Order to Cisco, Integrator
represents and warrants that the End User identified in the Program
Order complies with the definition of the term "End User" in SECTION 1
of the Agreement.
10.0 WARRANTY: Integrator will assist Cisco and End User in coordinating all
warranty service and returns of Products shipped in response to a
Program Order. If Product return is authorized by Cisco under warranty,
Integrator will assist End User in obtaining a Return Material
Authorization ("RMA") number from Cisco for return of the defective
Product, provide to End Users any pertinent written information
concerning Cisco's RMA procedure, and otherwise advising End User on
Cisco's RMA procedure. In the event an End User returns a Product under
warranty which was purchased under a Program Order, and Cisco elects to
refund the purchase price of the Product to End User, Cisco's
obligation to pay an Agency Fee to Integrator in connection with that
Program Order shall be reduced pro rata based on the relation between
the price of the returned products and the total price of the Program
Order.
11.0 COLLECTIONS AND LATE PAYMENTS. In the event End User does not pay Cisco
within the payment terms set out in subsection 4.3 of Cisco's End User
Terms and Conditions of Sale, eAgent will use its best efforts to
assist Cisco's collection efforts.
12.0 MISDIRECTED PAYMENTS:
12.1 Integrator will direct each End User that submits a Program
Order to make payment directly to Cisco at the address
provided below. In the event that Integrator receives a check
or other form of payment from an End User relating to a
Program Order which identifies Cisco as the payee, Integrator
will promptly forward such check or other form of payment to
Cisco at the address provided below and will not deposit such
check or other form of payment. Misdirected payments received
by Integrator shall be sent to:
Cisco Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12.2 In the event Cisco receives a check or other form of payment
from an End User relating to a Program Order which identifies
Integrator as payee, Cisco will instruct that End User to
cancel that check or other form of payment and to submit to
Cisco a check or other form of payment which identifies Cisco
as payee.
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13.0 INDEMNIFICATION: Integrator will indemnify and hold harmless Cisco
(including its officers, directors, employees, shareholders,
successors, and assigns) for any claim suit, loss, damage, penalty or
fine (collectively, "CLAIM") arising from any act or omission by
Integrator outside the limited scope of its agency as referenced in
subsection 5.1 of this EXHIBIT.
14.0 TERM AND TERMINATION:
14.1 Term: The term of this Exhibit will commence on the Effective
Date and end upon the expiration or termination of the
Agreement unless otherwise terminated earlier as provided
herein.
14.2 Termination for Convenience: Either party may terminate this
EXHIBIT for convenience by giving the other party at least
thirty (30) days prior written notice. Upon termination, each
Party will continue each of its obligations under this EXHIBIT
with respect to any Program Order submitted to and accepted by
Cisco prior to the date upon which this EXHIBIT terminates.
Unless otherwise provided for in the Agreement, termination of
this EXHIBIT pursuant to this subsection 14.2 will not result
in termination of the Agreement;
14.3 Termination for Cause: Either party may terminate this EXHIBIT
for cause upon at least fifteen (15) days prior written notice
to the other party upon that other party's material breach of
any provision of this EXHIBIT or the Agreement. Such notice
must identify with reasonable specificity at least one
material breach. Unless otherwise provided for in the
Agreement, termination of this EXHIBIT pursuant to this
subsection 14.3 will not necessarily result in termination of
the Agreement;
14.4 Upon Termination of the Agreement: This EXHIBIT will terminate
automatically upon the expiration or termination of the
Agreement.
14.5 Survival: The provisions of SECTIONS 8.0, 10.0, 11.0, 12.0,
13.0, 14.2, 14.3, and 14.5 will survive the expiration or
termination of this EXHIBIT.
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E-AGENT EXHIBIT: ATTACHMENT A
AGENCY FEE MATRIX
A. PURPOSE:
This document specifies the rules for calculating eAgent fees under the
Cisco eAgent Program.
All discounts below are discounts off Cisco's then-current List Price
for a particular Product or Service unless otherwise noted.
B. eAGENT FEE TABLES:
The attached tables are provided as an aid in calculating eAgent Fees.
Table I covers the standard hardware discount ranges. Table 2 covers
the discount ranges for SmartNet (Cisco brand services). If the desired
discount is not covered in the table, use the calculation method
described in the eAgent Fee Calculation sections below.
TABLE 1
HARDWARE
End User
Discount 42% 41% 40% 39% 38% 37% 36% 35% 34% 33% 32% 31% 30% 29% 28% 27%
Gold 39% if approved by an authorized 0.9% 1.8% 2.7% 3.6% 4.5% 5.4% 6.3% 7.2% 8.1% 9.0% 9.9% 10.8%
Silver 37% Cisco Controller, then eAgent Fee 0.9% 1.8% 2.7% 3.6% 4.5% 5.4% 6.3% 7.2% 8.1% 9.0%
Premier 34% is up to 4% of Net 0.9% 1.8% 2.7% 3.6% 4.5% 5.4% 6.3%
26% 25% 24% 23% 22% 21% 20% 19% 18% 17% 16% 15% 14% 13% 12% 11%
Gold 39% 11.7% 12.6% 13.5% 14.4% 15.3% 16.2% 17.1% 18.0% 18.9% 19.8% 20.7% 21.6% 22.5% 23.4% 24.3% 25.2%
Silver 37% 9.9% 10.8% 11.7% 12.6% 13.5% 14.4% 15.3% 16.2% 17.1% 18.0% 18.9% 19.8% 120.7% 21.6% 22.5% 23.4%
Premier 34% 7.2% 8.1% 9.0% 9.9% 10.8% 11.7% 12.6% 13.5% 14.4% 15.3% 16.2% 17.1% 18.0% 18.9% 19.8% 20.7%
10% 9% 8% 7% 6% 5% 4% 3% 2% 1% 0%
Gold 39% 26.1% 27.0% 27.9% 28.8% 29.7% 30.6% 31.5% 32.4% 33.3% 34.2% 35.1%
Silver 37% 24.3% 25.2% 26.1% 27.0% 27.9% 28.8% 29.7% 30.6% 31.5% 32.4% 33.3%
Premier 34% 21.6% 22.5% 23.4% 24.3% 25.2% 26.1% 27.0% 27.9% 28.8% 29.7% 30.6%
[ ] Requires Cisco authorized Controller approval
If End User discount is > or = reference percent, then order placed on
hold.
If Controller approves, then up to 4% of net sales as eAgent Fee.
If Controller denies, then order is rejected. Integrator may resell
Products or Services outside eAgent Program.
[ ] Auto-book orders at the agent fee shown
Gold = .9* (39% - end customer discount)* ext list price.
Silver = .9* (37% - end customer discount)* ext list price
Qualified Premiers = .9* (34% - end customer discount)* ext list price.
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TABLE 2
End User 21% 20% 19% 18% 17% 16% 15% 14% 13% 12% 11% 10% 9% 8% 7% 6%
Discount
25% Category 1.8% 2.7% 3.6% 4.5% 5.4% 6.3% 7.2% 8.1% 9.0% 9.9% 10.8% 11.7% 12.6% 13.5% 14.4%
20% Category If approved by an authorized 0.9% 1.8% 2.7% 3.6% 4.5% 5.4% 6.3% 7.2% 8.1% 9.0% 9.9%
15% Category Cisco Controller then eAgent 0.9% 1.8% 2.7% 3.6% 4.5% 5.4%
10% Category Fee is up to 4% of Net. 0.9%
5% 4% 3% 2% 1% 0%
25% Category 15.3% 16.2% 17.1% 18.0% 18.9% 19.8%
20% Category 10.8% 11.7% 12.6% 13.5% 14.4% 15.3%
15% Category 6.3% 7.2% 8.1% 9.0% 9.9% 10.8%
10% Category 1.8% 2.7% 3.6% 4.5% 5.4% 6.3%
[ ] Requires Cisco authorized Controller approval
If End User discount is > or = reference percent, then order placed on
hold.
If Controller approves, then up to 4% of net sales as eAgent Fee.
If Controller denies, then reject order. Integrator may resell Products
or Services outside eAgent Program.
[ ] Auto-book orders at the agent fee shown
25% Category = .9* (22% - End User discount)* ext list price
20% Category = .9* (17% - End User discount)* ext list price
15% Category = .9* (12% - End User discount)* ext list price
10% Category = .9* ( 7% - End User discount)* ext list price
C. DEFINITIONS:
END USER DISCOUNT The discount quoted to the End User. This does not
include any promotional discounts or Technology
Migration Program (trade-in) discounts. This discount
is off of Cisco's then-current List Price.
REFERENCE PERCENT This is a percent that is assigned to the Integrator
for the purposes of calculating THE SPREAD.
Currently, the REFERENCE PERCENTS are set at: Gold =
39%, Silver = 37%, Premier = 34% for product.
THE SPREAD THE SPREAD is the difference between END USER
DISCOUNT and the REFERENCE PERCENT.
REFERENCE PERCENT - END USER DISCOUNT = THE SPREAD.
FACTOR The FACTOR is the percentage that is multiplied by
THE SPREAD to determine the eAGENT RATE. THE FACTOR
is currently set at 90%.
eAGENT RATE The eAGENT RATE is the product of THE SPREAD
multiplied by the Factor. The eAGENT RATE is the
percentage which is multiplied by the extended valued
a line item at list price to determine the eAGENT
FEE.
eAGENT RATE = FACTOR*THE SPREAD
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eAGENT FEE The number of dollars that is paid to Integrator
based on the eAGENT RATE multiplied by the extended
value of a line item at list price.
eAGENT FEE = eAGENT RATE*EXTENDED LIST PRICE
GOLD The GOLD Certified Partner Program is designed to
recognize and reward our Partners who achieve the
highest expertise and success in selling, designing,
supporting, and servicing Cisco solutions. Gold
Certified Partners have completed comprehensive
training that ensures a consistently high level of
product knowledge, technical expertise, and service
capabilities.
SILVER The SILVER Certified Partner Program is designed to
recognize and reward our Partners who achieve success
in selling, designing, supporting, and servicing
Cisco solutions. Silver Certified Partners have
completed comprehensive training that ensures a
consistently high level of product knowledge,
technical expertise and service capabilities.
PREMIER The PREMIER Certified Partner Program is designed to
recognize and reward resellers who achieve sales
success with Cisco networking solutions. Premier
Certified Partners achieve Cisco's first
certification level by completing sales and technical
training and meeting other program criteria.
D. eAGENT FEES:
eAGENT RATES will be calculated in terms of percentages of List Price
and will be applied to the individual line items in an order. The
eAGENT RATE (%) is multiplied by the extended list price of the
individual line item in determining the eAGENT FEE.
E. NON-STANDARD PRICING:
1. SKUs that have standard promotional discounts (promotional and
Technology Migration Program discounts) will be allowed into
the eAgent program. These discounts are not included nor
considered in any way in the calculation of eAGENT FEES.
2. Any other non-standard discounts (i.e. deals desk and/or any
other discount of any sort), will be taken into consideration
when calculating the eAGENT FEE using the formula set out at
point G below.
F. eAGENT FEE CALCULATION:
Note: All percentages below are given in terms of Cisco's then-current
List Price.
1. For eAGENT FEES to be paid on a line item, the END CUSTOMER
DISCOUNT CANNOT BE HIGHER THAN INTEGRATOR'S ASSIGNED REFERENCE
PERCENT.
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The eAgent Fee is calculated by line item.
2. Each Integrator receives an eAgent Reference Percent based on
its Certification Partner Program Level: i.e., Gold, Silver,
and Premier.
Product - Gold = 39%, Silver = 37%, Premier= 34%.
Support - 25% Category = 22%, 20% Category = 17%, 15% Category
=12%, 10% Category = 7%.
End Customer discount on list price is subtracted from the
eAgent Reference Percent to derive at The Spread.
The Spread is multiplied by the Factor which is set at 90% to
determine the eAgent Rate.
The eAgent Rate is then multiplied by the extended list price
of the line item to derive at the eAgent Fee.
The easiest method to determine the eAgent Fee is to refer to
the tables at the beginning of this section.
Example for hardware:
Factor* (Reference Percent - End Customer Discount)* Extended
List Price = eAgent Fee.
Gold = .9* (39% - End Customer Discount)*
Extended List Price = eAgent Fee.
Silver = .9* (37% - End Customer Discount)*
Extended List Price = eAgent Fee.
Premier = .9* (34% - End Customer Discount)*
Extended List Price = eAgent Fee.
If an Integrator's assigned Reference Percent for a given line
item is 39%, and the End Customer Discount is 34% off list,
then The Spread of 5% is multiplied by the Factor of 90%. The
eAgent Rate for this line is 4.5%. This 4.5% is then
multiplied by the extended list price of the line to derive at
the eAgent Fee.
9* (39% - 34%) = 4.5%
4.5% *Extended List Price = eAgent Fee
G. NON-STANDARD eAGENT FEE CALCULATION:
1. For non-standard eAgent Fees to be paid on a line item, a
Cisco Authorized Controller must approve the order. This could
add lead-time to the fulfillment of the order.
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2. Provided the Order is approved, a non-standard eAgent Fee up
to four percent (4%) of the net price of the line item may be
awarded.
H. EXEMPTIONS:
eAgent Fees will not be paid on Shipping Charges, Sales Tax, SIS, or
Support Renewals.
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eAGENT: ATTACHMENT B
INTEGRATOR ORDERING GUIDELINES
PART A PLACING ORDERS
1. Integrator will work with the End User to design the appropriate
solution for the End User's business needs.
2. End Users must be qualified for participation in the eAgent Program
before Integrator can create orders on their behalf. For those End
Users nominated for the Program by Integrator, Integrator will receive
electronic notification from Cisco indicating whether or not End User
is qualified for the Program. End Users currently qualified for the
Program will also be identified on the eAgent Program web site.
3. Program Orders intended for the eAgent Program must be placed on the
End User's designated eAgent account.
4. Integrator shall initiate Program Order entry on behalf of End Users
via Cisco's On-Line Ordering Tool ("ORDERING TOOL") with the following
criteria:
(a) Products and, if applicable, Cisco Brand Resale Services,
together with agreed upon pricing, must be included on the
Program Order as quoted to the End User by the Integrator.
(b) The Ship-To will list the End User or an address identified by
the End User.
(c) Program Order is taxable at End User discount and pricing.
5. If there is an issue with the Program Order, Cisco will contact
Integrator or End User.
6. Product ship date requested by Integrator or End User at time of order
cannot be greater than 60 days from the date the Program Order is
placed.
7. Program Orders may be accepted by Cisco only if Cisco already has an
End User Terms and Conditions document specific to the eAgent Program
signed by End User on file.
PART B: VALID PURCHASE ORDER
1. All Program Orders must be submitted via the Ordering Tool on Cisco's
web site.
2. Document Reference Number: All Program Orders must include a document
reference number (e.g. purchase order number). Accounts Payable
departments will not pay invoices without having a reference number.
3. ▇▇▇▇-To Address: All Program Orders must contain complete and accurate
▇▇▇▇-to addresses. The ▇▇▇▇-To address on a Program Order must be
identical to End User's address as qualified by Cisco for the Program.
There must be a specific location where the invoices can be submitted
for payment. Address must include a contact name, phone
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number, and/or department. If the Program Order requests an order
acknowledgment, relevant contact information must be included on the
Program Order as submitted to Cisco via the Ordering Tool. Fax numbers
and email addresses for Program Order acknowledgements may be omitted
if Cisco has the fax numbers and email addresses on file.
4. Ship-To Address: All Program Orders must contain a specific End User
designated location where the product will be shipped. The ship-to
address must include a contact name and phone number. The ship-to
location may not be a PO Box.
5. Product Description: Program Orders must indicate Products to be
purchased by using Cisco part numbers.
6. Pricing:
(a) All Program Orders must include discounted pricing for each
Product ordered and the total dollar amount. For each Product
ordered, the discount percentage must be clearly specified.
(b) Price provided on the Program Order must be the same as prices
quoted by Integrator to End User. All prices must be quoted in
U.S. dollars.
PART C: ADDITIONAL TERMS AND CONDITIONS
1. Payment Terms: All Program Orders must specify net payment terms of not
more than thirty (30) days from date of shipment.
2. Freight Terms: All Products will be shipped Federal Express, Priority
Two, unless the End User specifies another form of shipment. The FOB
point will be San Jose, California, provided that Cisco may designate a
different shipment point for particular Products. Freight will be
pre-paid by Cisco and billed to the End User. End Users who wish to pay
for shipping must provide a freight account number on the Program Order
they submit.
3. Change Orders: Change Orders are subject to the same controls as the
original order. All change orders are subject to the same documentation
requirements as are applicable to original Program Orders (see PART B
above). All requests for changes must be submitted using the Cisco
Change Order Tool. Integrator acknowledges that this tool may reject
requests for changes made late in Cisco's manufacturing process.
Page 14 of 18
eAGENT: ATTACHMENT D
INTEGRATOR SET-UP PREFERENCES
INSTRUCTIONS: PLEASE TYPE IN SPACES PROVIDED TO COMPLETE FORM. PLEASE
RETURN COMPLETED FORM WITH YOUR eAGENT PROGRAM AGREEMENT
INFORMATION MARKED WITH AN ASTERISK (*) IS REQUIRED. CISCO CAN PROCESS
COMPLETED FORMS ONLY. INCOMPLETE FORMS WILL BE RETURNED.
Contact Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Contact E-mail Address: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
CAM's Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
A. PARTNER ADDRESS INFORMATION: Provide your Company's Accounts Payable
address.
Company Name* InterNetwork Experts
Federal Tax ID Number* ▇▇-▇▇▇▇▇▇▇
Address (line 1)* ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
Address (line 2)* ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ (▇▇▇▇ ▇)*
▇▇▇▇▇▇▇* ▇▇▇▇▇▇ ▇▇▇▇▇▇
City* Addison
State* TX
Province*
County* Dallas
Zip Code* 75001
B. ORDER/PRODUCT CONTACT PERSON: Provide the name of the person most
likely to resolve questions regarding the product order.
First Name* ▇▇▇▇▇▇
Last Name* ▇▇▇▇▇▇▇
Phone Number* ▇▇▇-▇▇▇-▇▇▇▇
Fax Number* ▇▇▇-▇▇▇-▇▇▇▇
E-mail Address* ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
--------------
* Information marked with an asterisk (*) is required. Cisco can process
completed forms only.
Page 15 of 18
C. DISPUTE CONTACT PERSON: Provide the name of the person most likely to
handle questions on installation and/or configuration.
First Name* ▇▇▇▇
Last Name* ▇▇▇▇▇
Phone Number* ▇▇▇-▇▇▇-▇▇▇▇
Fax Number* ▇▇▇-▇▇▇-▇▇▇▇
E-mail Address* ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇
D. PAYMENT FREQUENCY:** How often should Cisco pay Agency fees? Check only
one.
[X] Per Invoice [ ] Weekly [ ] Monthly [ ] Quarterly
E. PAYMENT TYPE:** How should Cisco pay Agency Fees? Check only one.
[X] Check (Complete [ ] ACH (Sections F and G, [ ] Wire (Sections F and
Section F below below, required) G, below, required)
only
F. PAYMENT REMIT-TO ADDRESS: Provide the company name in which Bank
Account is held, address where your company receives payments, and the
name of your company's Accounts Receivable/Banking contact.
Beneficiary Name** InterNetwork Experts, Inc.
Address** ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇** ▇▇▇▇▇▇ ▇▇▇▇▇▇
City* Addison
State** TX
Province
County** Dallas
ZIP Code** 75001
Contact First Name** ▇▇▇
Contact Last Name** ▇▇▇▇▇
Contact Phone Number** ▇▇▇-▇▇▇-▇▇▇▇
Contact Fax Number** ▇▇▇-▇▇▇-▇▇▇▇
Contact E-mail Address** ▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇
----------------
* Information marked with an asterisk (*) is required. Cisco can process
completed forms only.
** Information marked with an asterisk (*) is required. Cisco can process
completed forms only. In Section E: if you choose "check," complete Section F
only. If you choose "ACH" or "Wire," complete both Sections F and G.
Page 16 of 18
G. BANK INFORMATION: If you selected "Wire Transfer" or "ACH" in Section E
above, please provide the bank and account to which Agency Fees should
be transferred.
Bank Name* Southwest Bank of Texas
Bank Address* 4925 San ▇▇▇▇▇▇
Bank ▇▇▇▇▇▇▇*
▇▇▇▇ ▇▇▇▇▇▇▇*
▇▇▇▇ ▇▇▇▇▇▇▇* ▇▇▇▇▇▇ ▇▇▇▇▇▇
Bank City* Houston
Bank State* TX
Bank Province*
Bank County*
Bank Zip Code* 77027
Bank Account Number*
Transit ABA Number* (9 Digits)
H. eAGENT AUTHORIZED USERS: Provide names of users at your company who are
authorized to participate in eAgent. Please include yourself. Add more
rows as needed.
Type of Access (check one):
Submit = user can create orders and take action in Cisco online
ordering tools
Read-only = user can view information in Cisco online ordering tools
only
Authorization Level (check if applicable):
Authorized = user is authorized to provide updates to this form
TYPE OF ACCESS AUTHORIZED LEVEL
NAME (FIRST & LAST)* JOB TITLE CCO USER ID* (CHECK ONE) (CHECK IF APPLICABLE)
-------------------- --------- ------------ ----------- ---------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Manager, Service Delivery nkubelka [X] Submit [X] Authorized
[ ] Read-only
▇▇▇ ▇▇▇▇▇ Operations Manager ▇▇▇-▇▇▇▇▇ [X] Submit [X] Authorized
[ ] Read-only
▇▇▇▇ ▇▇▇▇▇ VP, COO ▇.▇▇▇▇▇ [X] Submit [X] Authorized
[ ] Read-only
▇▇▇▇ ▇▇▇▇▇▇▇ Director, Alliances ▇▇▇▇▇▇▇ [X] Submit [X] Authorized
[ ] Read-only
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Branch Manager t-▇▇▇▇▇▇▇▇▇▇ [ ] Submit [ ] Authorized
[ ] Read-only
▇▇▇▇ ▇▇▇▇ President mhilz [X] Submit [X] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
--------------
* Information marked with an asterisk (*) is required. Cisco can process
completed forms only.
Page 17 of 18
TYPE OF ACCESS AUTHORIZED LEVEL
NAME (FIRST & LAST)* JOB TITLE CCO USER ID* (CHECK ONE) (CHECK IF APPLICABLE)
-------------------- --------- ------------ ----------- ---------------------
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
[ ] Submit [ ] Authorized
[ ] Read-only
Company Name/Address: InterNetwork Experts, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
[X] NO TERMS REQUIRE COMPLIANCE
Contract Type: [X] SI [ ] SP [ ] SP Telco
[ ] Dist [ ] VPA [ ] Gov't
[ ] ICSG [ ] LOI/LOA/MOU
[ ] Affiliate [X] Other EAgent Amendment to SI
EAgent Amendment. Attachment C filled out manually. Amendment 1.
Payment Currency:
[ ] LCA signed Currency: [X] USD [ ] CAD [ ] AUD [ ] Japan [ ] Other
ACCOUNT MANAGER: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CONTRACT NEGOTIATOR: Emilie Eukada
VAP
Page 18 of 18