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EXHIBIT 10.19
FORM OF SOFTWARE BUSINESS PARTNER AGREEMENT
SALESLOGIX CORPORATION
SOFTWARE BUSINESS PARTNER AGREEMENT
THIS AGREEMENT is made and entered into on ______________________, 199 _, by and
between SALESLOGIX CORPORATION, a Delaware corporation (hereinafter referred to
as "Vendor"), with its principal office currently located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇, and
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(Business Partner Name)
(hereinafter referred to as "Business Partner"), who conducts business as
(please check applicable box)
/ / a sole proprietorship
/ / a general partnership organized under the laws of the State of
whose General Partner(s) is/are
/ / a limited partnership organized under the laws of the State of
whose General Partner(s) is/are
/ / a corporation organized under the laws of the State of
/ / other (identify in detail)
with its principal place of business currently located at:
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(Address)
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(Address)
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(City) (State/Province) (Zip Code)
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(Telephone Number) (Country)
Vendor desires to distribute certain proprietary and licensed computer software
programs and related documentation and other materials ("Products"). Business
Partner desires to obtain the right to order Products from Vendor and act as an
independent marketer/consultant and reseller of Vendor's Products.
1. GRANT OF LICENSE
1.1. DISTRIBUTION LIMITATIONS - Business Partner shall market,
distribute, and license the Products only to end-users
("Customers") for their own internal use and not for resale.
Business Partner shall not authorize or appoint any dealers,
agents, representatives, sub-distributors, original equipment
manufacturers, value added resellers, systems integrators, or
other third parties to distribute or sub-license the Products.
Business Partner shall provide each Customer with the original
Vendor licenses included in the Product materials.
1.2. COPYRIGHT, TRADEMARK AND PROPRIETARY NOTICES - Business
Partner agrees not to remove any copyright notices, trademark
notices or any confidential or proprietary legends from any
Products. Business Partner agrees to reproduce all notices on
any copies or modifications of Products as permitted herein.
All materials containing Product names must contain applicable
trademark notices. No reproduction of Products or any part
thereof may be made without the prior written permission of
the Vendor signed by an officer of Vendor. Business Partner
will not publish, nor cause or permit to be published, any
advertising referring in any way to Vendor or Products without
the prior written permission of the Vendor signed by an
officer of Vendor.
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1.3. LICENSE LIMITATIONS - No ownership right is granted to
Business Partner in any intellectual property relating to the
Products. No right is granted for Business Partner to
replicate, produce, copy, or alter the Products. No right is
granted for Business Partner to use, distribute, rent, lease,
lend, supply, or market the Products, except as expressly
provided for in this Agreement. Business Partner shall not
decompile, disassemble, or reverse engineer the Products.
2. VENDOR'S RESERVED RIGHTS
2.1. NONEXCLUSIVITY; OTHER DISTRIBUTION - Business Partners rights
to distribute Products hereunder are nonexclusive. Vendor
reserves the right from time to time and in its sole
discretion to increase or decrease the number of authorized
Business Partners of the Products, and to distribute the
Products using its own personnel or independent sales
representatives, or via any other distribution channel.
2.2. DISCONTINUING PRODUCTS - Vendor reserves the right, at any
time, to discontinue distribution of any or all Products or
versions of Products, or to discontinue support, maintenance,
or the provision of new versions, updates, or corrections for
any Product without liability.
2.3. PRODUCT MODIFICATIONS - Vendor reserves the right, at any
time, to make such modifications to the Products as it sees
fit in the operation, performance, or functionality of the
Products.
2.4. END USER - Vendor reserves the right, with the consent of the
Customer, to intervene and take required measures to ensure
that the sales or implementation process is performed at
Vendor satisfaction.
3. PRODUCT ORDERS AND SUPPLY
3.1. ACCEPTANCE BY VENDOR - All orders placed with Vendor for
Products shall be subject to acceptance by Vendor, in its sole
good faith discretion, at its principal place of business.
3.2. DELIVERY SCHEDULE AND DELAYS - Vendor shall not be liable for
any damages to Business Partner or to any other person for
Vendor's failure to fill any orders or for any delay in
delivery or error in filling orders for any reason whatsoever.
Vendor reserves the right to apportion Products in its sole
discretion when demand exceeds available supply.
3.3. PARTIAL SHIPMENTS - Unless Business Partner clearly directs
otherwise, Vendor may make partial shipments against Business
Partner orders due to Product availability, which shipments
shall be separately invoiced and paid by Business Partner upon
shipment, without regard to subsequent shipments.
3.4. VENDOR CANCELLATION - Vendor reserves the right to cancel or
delay shipment of any orders placed by Business Partner and
accepted by Vendor, if Business Partner (a) fails to make any
payment as provided in this Agreement; (b) fails to meet
reasonable financial and Certification Program requirements
established by Vendor, or (c) otherwise fails to comply with
the terms and conditions of this Agreement.
3.5. SHIPMENT - All Products will be shipped F.O.B. point of
manufacture. All shipments will be made with shipping charges
prepaid by Vendor, and unless otherwise directed by Business
Partner, Vendor shall select a common carrier. Vendor shall
not bear any liability regarding delivery by that carrier.
Costs for shipment shall be included in the invoice price.
Risk of loss shall be borne by Business Partner upon delivery
of the Products to the carrier for shipment.
4. PRICES AND PAYMENTS FOR PRODUCT LICENSES
4.1. BUSINESS PARTNER PRICE - Business Partner shall be entitled to
receive Business Partner pricing as specified in the Business
Partner Discount Schedule and the Price List published by
Vendor and in effect at the time of the order. Prices or
discounts as offered are subject to change without prior
notice. All orders for Vendor's products must have a
confirming purchase order number from Business Partner.
4.2. PAYMENT - Payment for Products shall be due and paid prior to
shipment of Products, except as otherwise agreed by Vendor and
Business Partner. Vendor reserves the right, in its
discretion, and upon satisfactory completion by Business
Partner of Vendor's credit review, to grant payment terms to
Business Partner.
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4.3. END-USER PRICES - Business Partner shall have sole and
absolute discretion to determine its own retail prices for the
Products.
5. OTHER OBLIGATIONS OF BUSINESS PARTNER
5.1. MARKETING - Business Partner shall use its best efforts to
promote and market the Products. Business Partner shall
provide sufficient qualified staff to carry out its obligation
to actively market and solicit sales of Products. Business
Partner will include a representative listing of all Products
in applicable catalogs and published price lists. Business
Partner will display and demonstrate appropriately configured
Products. Business Partner shall have at least one (1)
certified individual competent to demonstrate each Product.
Business Partner shall pursue all marketing leads received
from Vendor in accordance with established Vendor procedures.
5.2. PRODUCT APPLICABILITY - Business Partner assumes sole
responsibility for the selection and recommendation of the
Products to achieve the desired results and business purposes
of Customers.
5.3. VENDOR PACKAGING - Business Partner will distribute Software
Products as shipped by Vendor, with all packaging,
documentation, warranties, disclaimers, registration cards,
and license agreements intact.
5.4. PRODUCTION COPYING - Business Partner shall not under any
circumstances make any copies of the Products without Vendor's
prior written permission.
5.5. NOTIFICATION OF PRODUCT ERRORS AND OMISSIONS - Business
Partner shall identify and promptly inform Vendor of any
design or programming errors or omissions in the Products of
which it becomes aware and consult with Vendor regarding
necessary corrections and or modifications.
5.6. CUSTOMER LICENSE ENFORCEMENT - Business Partner shall use its
best efforts to assist Vendor in the protection of Vendor's
legal rights and to enforce the end user license agreements
relating to the Products. Business Partner shall cooperate
fully with Vendor in any action by Vendor in the event of an
actual or threatened violation of Vendor's proprietary rights
by any person or entity.
5.7. MARKETING PRACTICES - Business Partner shall (a) perform its
duties in a manner that will preserve the reputation and
promote the goodwill, name, and interests of Vendor and the
Products; (b) avoid deceptive, misleading, or unethical
practices that are or might be detrimental to Vendor, Products
or the public, including but not limited to disparagement of
Vendor or Products; (c) make no false or misleading
representation with respect to the Products or Vendor; (d) not
publish or use any misleading or deceptive advertising
material; and (e) make no representations with respect to the
Products or Vendor that are inconsistent with the literature
distributed by the Vendor, including all warranties,
disclaimers, and support policies contained in such
literature.
5.8. BUSINESS PRACTICES - Business Partner shall perform its duties
in compliance with all applicable laws and shall hold Vendor
harmless and indemnify Vendor for, from and against any loss,
claim, damage, liability, or expense, including reasonable
attorney's fees, arising from any violation of law by Business
Partner.
5.9. USE OF SALESLOGIX SYSTEM- Business Partner shall utilize the
"SalesLogix System" to obtain and report on leads generated by
Vendor.
5.10. BUSINESS PARTNER CERTIFICATION - See Exhibit _ for levels of
certification.
6. VENDOR SUPPORT OBLIGATION
6.1. PRODUCT PERFORMANCE - Vendor will use its reasonable efforts
to make the Products perform substantially in accordance with
the product description set forth in the relevant
Documentation that accompanies the Products, as it may exist
from time to time. However, Business Partner acknowledges that
inevitably some errors may exist in the Products, and the
presence of such errors shall not be a breach of this
provision.
6.2. BUSINESS PARTNER TECHNICAL SUPPORT - Business Partner will be
given access to Vendor's technical support telephone line,
along with access authorization for technical support. On-site
technical support may be provided by Vendor on a case-by-case
basis at Vendor's then-current fees or for a fee mutually
agreed to by Business Partner.
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7. INDEMNIFICATION
7.1. AUTHORITY - Vendor warrants that the licensing of the Products
to Customers for commercial use will not infringe or violate
any copyright, patent, trade secret, trademark, or proprietary
right existing under the laws of the United States or any
state or territory thereof of any other person or entity.
7.2. VENDOR INDEMNIFICATION - Vendor agrees, for as long as copies
of the Products sold by Business Partner are in use by
Customers licensed by Business Partner, to indemnify and hold
Business Partner harmless for, from and against any loss,
claim, damage, liability, expense, or cost, including
reasonable attorneys' fees, arising out of any claim, demand,
or suit to the extent a Product violates any copyright,
patent, trade secret, trademark, or proprietary right existing
under the laws of the United States or any state or territory
thereof, provided that such indemnity shall not apply if the
violation arises out of use of the Products in combination or
in connection with other products or components, and such
violation would not have existed from use of the Products on a
stand-alone basis ("Claim").
7.3. INDEMNIFICATION TERMS - The indemnification obligation in
Section 8.2 shall be effective only if: (1) Business Partner
is not in default of its payment obligations to Vendor, (2)
Business Partner has given prompt notice of the Claim and
permitted Vendor to control the defense and settlement, if
any, and (3) Business Partner has reasonably cooperated in the
defense of the claim. To reduce or mitigate damages, Vendor
may at its own expense procure the right for Business Partner
to continue licensing and distributing the Product or replace
it with a non-infringing product. If Vendor supplies a
non-infringing update or version of the Product, Business
Partner shall promptly supply the same to its Customers and
install the same at its Customer locations. If, in its
judgment, Vendor deems that, due to the Claim or for any other
reason, it is not in Vendor's interest to continue
distributing the Products, Vendor, without breaching this
Agreement, may terminate the distribution of any or all of the
Products.
7.4. BUSINESS PARTNER INDEMNIFICATION - Business Partner will
defend and indemnify Vendor for, from and against, and hold
Vendor harmless from, any and all losses, claims, damages,
liabilities and expenses, including reasonable attorney fees
and costs of litigation, resulting from any improper acts or
omissions by Business Partner relating to its activities in
connection with this Agreement, or any material breach by
Business Partner of any of its obligations under this
Agreement, misrepresentations relating to Vendor, Products, or
this Agreement. Business Partner shall be solely responsible
for any claims, warranties, or representations made by
Business Partner or Business Partner's employees or agents
which differ from the warranty provided by the Vendor in the
Customer License, included by Vendor with Products. Vendor
shall have no obligation to Business Partner to defend or
satisfy any claims made against Business Partner that arise
from the use, marketing, licensing, or disposition of the
Products by Business Partner that is not expressly authorized
by this Agreement.
8. LIMITED WARRANTY POLICY
8.1. Vendor warrants that all materials furnished by Vendor
pursuant to this Agreement constitute an accurate manufacture
of such Vendor product at the time of purchase and that Vendor
will replace any such Vendor material found to be thus
defective, provided such defect is found within ninety (90)
days of purchase by Business Partner. The defective materials
(including the original distribution program diskettes) must
be returned to Vendor at Business Partner's expense, and the
Business Partner must obtain a Return Merchandise
Authorization number (an R.M.A. number) from Vendor before
sending materials to Vendor. The R.M.A. number must appear on
the outside of the package that is returned to Vendor.
Provided Business Partner has complied with this Section 9.1, all
software found to have a diskette media defect will be
repaired or replaced by Vendor at no charge if it is reported
to Vendor within ninety (90) days of purchase by Business
Partner. Repairs or replacements requested after the warranty
period will be subject to a handling charge which may include
cost of materials and charges for labor.
THE ORIGINAL DISTRIBUTION PROGRAM DISKETTE(S) IN RECOGNIZABLE FORM WILL
BE REQUIRED IN ORDER TO RECEIVE REPAIRS OR REPLACEMENTS.
8.2. VENDOR MAKES NO WARRANTIES OTHER THAN THOSE CONTAINED HEREIN.
Business Partner acknowledges that Vendor's sales literature
is intended to be descriptive only and does not create any
warranties. Any oral or written representations made by
Business Partner, and/or Business Partner's employees and/or
agents to any customers of Business Partner shall not be
binding on Vendor, unless such representation is limited to
the express warranties set forth in Section 9.1 above. In the
event Business Partner, and/or any employee, agent or
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representative of Business Partner makes any representation
which exceeds the scope of any of said warranties, Business
Partner agrees to indemnify Vendor to the fullest extent
permitted by Section 8 hereof.
8.3. THE VENDOR MAKES NO EXPRESS, IMPLIED OR STATUTORY
REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE. VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF
PROFITS, INCREASED OR DUPLICATE COSTS, LOSS OF SAVINGS OR
INABILITY TO USE THE SOFTWARE RESULTING THEREFROM, EVEN IF
VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER THROUGH VENDOR'S NEGLIGENCE OR NOT. VENDOR SHALL NOT
BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST BUSINESS PARTNER BY
ANY OTHER PARTY, EXCEPT TO THE EXTENT PROVIDED IN THIS
AGREEMENT. VENDOR SHALL NOT BE LIABLE FOR ANY WRITTEN OR ORAL
REPRESENTATIONS REGARDING PRODUCTS MADE BY BUSINESS PARTNER,
ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE BUSINESS
PARTNER. IN SUCH CASES, VENDOR'S LIABILITY SHALL BE LIMITED TO
REFUND OF THE PRICE PAID TO VENDOR FOR THE SPECIFIC PRODUCT.
THE REMEDIES SPECIFIED HEREIN ARE EXCLUSIVE.
8.4. Vendor shall not have any warranty obligation whatsoever where
Vendor's Product has been subjected to physical abuse or used
in defective or noncompatible equipment.
9. ADDITIONAL LIMITATIONS OF LIABILITY
9.1. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST VENDOR
BY THE BUSINESS PARTNER MORE THAN TWO YEARS AFTER THE CLAIM
HAS ARISEN.
9.2. ALL LIMITATIONS UPON THE BUSINESS PARTNER'S REMEDIES ARE PART
OF THE BARGAIN BETWEEN THE VENDOR AND THE BUSINESS PARTNER.
THE BUSINESS PARTNER ACCEPTS THE ALLOCATIONS OF RISK SET FORTH
IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE ALLOCATIONS OF
RISKS ARE IN EXCHANGE FOR OTHER ECONOMIC BENEFITS TO BUSINESS
PARTNER.
10. CONFIDENTIALITY
10.1. NON-DISCLOSURE - Each party acknowledges that it will receive
confidential information from the other party relating to
technical, marketing, product, and business matters. Each
party agrees that all confidential information of the other
party shall be held in strict confidence and shall not be
disclosed or used without express written consent of the other
party. Confidential information shall not include any
information already in the possession of a party or received
without violation of this Agreement or of confidentiality
obligations of the person or entity providing such
information, or information which is independently developed
by a party, is in the public domain, or has otherwise been
released without restriction by the party claiming
confidentiality. Notwithstanding the foregoing, Business
Partner agrees that any sales leads provided to it by Vendor
shall be deemed confidential information and shall be used by
Business Partner solely for purposes of this Agreement.
11. TERM AND TERMINATION
11.1. This Agreement becomes effective as of the day and year it is
countersigned by an office of Vendor. Except as otherwise
provided herein, the initial term of this Agreement shall be
for a period of one year. This Agreement may be terminated by
the Vendor (i) immediately if Business Partner violates or
fails to comply with any of the terms of this Agreement; or
(ii) upon thirty (30) days written notice from Vendor for any
reason. Upon termination, Business Partner will cease
marketing, selling or distributing Vendor Product(s) and
return all Products and other Vendor materials to Vendor
within seven (7) days of termination, at the expense of
Business Partner. Subject to the termination provisions set
forth above, this Agreement shall be automatically renewed
from year to year thereafter upon compliance with the
provisions of Appendix A - Business Partner Discount, unless
either party is otherwise notified by the other in writing of
the intent to terminate not later than thirty (30) days prior
to the date of this Agreement would otherwise be renewed.
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11.2. FINANCIAL OBLIGATIONS - In the event that Business Partner
fails to maintain a satisfactory credit rating or financial
condition or if Vendor reasonably concludes that, for any
reason, Business Partner is or will become unable to discharge
its obligations hereunder, Vendor may terminate this Agreement
immediately upon written notice.
11.3. BANKRUPTCY - In the event of a filing by or against either
party of a petition for relief under the United States
Bankruptcy Code or any similar petition under the insolvency
laws of any jurisdiction, which in the case of a filing
against the party is not dismissed in sixty (60) days, or in
the event that either party shall make an assignment for the
benefit of creditors, permit any attachment on a substantial
portion of its assets to remain undissolved for a period of
sixty (60) days, or discontinue the business operations
relevant to this Agreement, then the other party may
immediately terminate this Agreement upon written notice.
11.4. OBLIGATIONS UPON TERMINATION - Upon termination of this
Agreement, and except as otherwise provided in this Agreement:
11.4.1. The license granted to Business Partner by this
Agreement shall be terminated immediately; Business
Partner shall make no further use of all or any part
of the Products or any confidential information
received from Vendor, except that Vendor at its
option shall either (1) permit Business Partner to
sell some or all of its then existing inventory of
Products to Customers or (2) direct Business Partner
to return to Vendor or ship to such person or entity
as Vendor may specify (at Business Partner's cost and
risk for shipping) some or all of such inventory for
a refund of the amount paid for such inventory;
11.4.2. Business Partner shall cease any public statements or
representations that it is an authorized Business
Partner or that it is in any way involved with
Vendor, and shall immediately cease use of any
trademark, service ▇▇▇▇, or trade name of Vendor; and
11.4.3. Any support fee or other service or support revenues
relating to Products that are accrued or are received
by Business Partner after termination shall be turned
over to, shall be the property of, and may be
collected by Vendor or such person or entity as
Vendor may designate;
11.5. SURVIVAL OF CERTAIN PROVISIONS - Sections 8, 9, 10, 11 and 12
shall survive the termination of this Agreement, and
termination shall not relieve either party of the obligation
to pay any amount due to the other.
11.6. CUSTOMER RIGHTS ON TERMINATION - It is understood and agreed
that no termination of this Agreement, whatever the cause
thereof, shall in any way terminate, restrict, limit, or
affect in any way the right of any authorized Customer to
utilize the Products in accordance with the terms of the
applicable Customer License Agreement(s).
12. GENERAL PROVISIONS
12.1. RELATIONSHIP OF PARTIES - This Agreement does not make either
party the employee, agent or local representative of the other
for any purpose whatsoever. Neither party is granted any right
or authority to assume or to create any obligation or
responsibility, expressed or implied, on behalf of or in the
name of the other party. In fulfilling its obligations
pursuant to this Agreement, each party shall be acting as an
independent contractor.
12.2. ENTIRE AGREEMENT - This Agreement, including any Appendix
attached to this Agreement, states the entire agreement
between the parties on the subject matter hereof and
supersedes all prior negotiations, understandings and
agreements between the parties concerning the subject matter.
No amendment or modification of this Agreement shall be made
except by a writing signed by both parties.
12.3. NO WAIVER - The failure of either party to exercise any right
or the waiver by either party of any breach, shall not prevent
a subsequent exercise of such right or be deemed a waiver of
any subsequent breach of the same of any other term of the
Agreement.
12.4. NOTICE - Any notice required or permitted to be sent hereunder
shall be in writing and shall be sent in a manner requiring a
signed receipt, such as Federal Express, courier delivery, or
if mailed, registered or certified mail, return receipt
requested. Notice is effective upon receipt. Notice of Vendor
shall be addressed as set forth below or such other person or
address as Vendor may designate:
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SalesLogix Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Attn: Business Partner Administration
Notice to Business Partner shall be addressed as specified in
Appendix A.
12.5. PARTIAL INVALIDITY - Should any provision of this Agreement be
held to be void, invalid, or inoperative, the remaining
provisions of this Agreement shall not be affected and shall
continue in effect as though such provisions were deleted.
12.6. FORCE MAJEURE - Neither party shall be deemed in default of
this Agreement to the extent that performance of its
obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster,
accident, act of government, shortages of materials or
supplies, or any other cause beyond the control of such party
("Force Majeure"), provided that such party gives the other
party written notice thereof promptly and, in any event,
within fifteen (15) days of discovery thereof and uses its
best efforts to cure the delay. In the event of such Force
Majeure, the time for performance or cure shall be extended
for a period equal to the duration of the Force Majeure but
not in excess of three (3) months, subject to Vendor's
termination rights.
12.7. ASSIGNMENT - This Agreement may not be assigned by Business
Partner, nor any duty hereunder delegated by Business Partner,
without the prior written consent of Vendor.
12.8. TAXES - Business Partner is responsible for payment of any and
all applicable taxes, other than Vendor's net income taxes
relating, to Products and this Agreement. Orders are subject
to applicable sales, use and/or other such taxes unless a
resale card is on file with Vendor. In the event Vendor is
required to pay any applicable taxes with respect to any order
made pursuant to this Agreement, Business Partner shall pay
any such taxes, as included on the invoice or otherwise,
within thirty (30) days from the shipment date stated on the
invoice or, if not included on the invoice, within ten (10)
days of presentation of Vendor's statement.
12.9. INJUNCTIVE RELIEF - The parties recognize that a remedy at law
for a breach of the provisions of this Agreement relating to
confidential information, or use of Vendors' trademarks,
copyrights, and other intellectual property rights, will not
be adequate for Vendor's protection, and accordingly Vendor
shall have the right to obtain, in addition to any other
relief and remedies available to it, injunctive relief to
enforce the provisions of this Agreement.
12.10. HEADINGS - The titles and headings of the various sections and
paragraphs of this Agreement are intended solely for
convenience of reference and are not intended for any other
purpose whatsoever, or to explain, modify, or place any
construction upon or on any of the provisions of this
agreement.
12.11. GOVERNING LAW - This Agreement shall be governed and
interpreted in accordance with the substantive law of the
State of Arizona.
12.12. EXCLUSIVE JURISDICTION AND VENUE - Any legal action brought
concerning this Agreement or any dispute hereunder shall be
brought only in the courts of the State of Arizona or in the
federal courts located in such state. Both parties submit to
venue and jurisdiction in these courts.
13. EXECUTION IN COUNTERPARTS
13.1. The Agreement may be executed in any number of counterparts
with the same effect as if all parties had signed the same
document. All counterparts shall be construed together and
shall constitute one Agreement.
14. AUDIT
14.1. Business Partner agrees to allow a mutually acceptable auditor
to audit and analyze appropriate accounting records of
Business Partner to insure compliance with this Agreement.
Business Partner shall have the right to object to the auditor
selected by Vendor for bona fide business reasons and in the
event of such an objection, Business Partner will select
another auditor mutually acceptable to Vendor. Business
Partner's agreement or consent to Vendor's selection of an
auditor shall not be unreasonably withheld or delayed. Any
such audits shall be permitted by
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Business Partner during normal business hours at a time
mutually agreed upon between Vendor and Business Partner
within a reasonable time after Business Partner's receipt of
Vendor's written request to audit. The cost of such an audit
shall be borne by Vendor.
So agreed between the parties signing below.
SALESLOGIX CORPORATION -----------------------------------
[NAME OF BUSINESS PARTNER]
By: By:
------------------------------- --------------------------------
[Signature] [Signature]
---------------------------------- -----------------------------------
[Type/Print Name] [Type/Print Name]
Title: Title:
---------------------------- -----------------------------
Date: Date:
---------------------------- -----------------------------
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APPENDIX A - BUSINESS PARTNER DISCOUNT
1. DISCOUNT
1.1. Based on annual revenue goal of $ net to Vendor,
Business Partner is entitled to a discount of % off of the
published retail prices for Products shown in the Retail Price
List.
1.2. Business Partner's revenue net to Vendor shall be reviewed
semi-annually. If that revenue is sufficient to reasonably
assume that the annual revenue goal will be met, Business
Partner's discount stated above shall remain in effect. If the
revenue is significantly above or below what would be
reasonably expected, Vendor reserves the right to adjust
Business Partner's discount, with 30 days notice, up or down
according to Vendor's then current discounting policies.
1.3. Business Partner is entitled to a discount of 10% for all
Support service and Product Upgrade offerings shown in the
Retail Price List. Business Partner shall provide Vendor with
the Customer name, a contact, and a phone number for any
Customer purchasing Support or Product Upgrade.
2. NOTICE CONTACT
2.1. Any notice to Business Partner as required and specified under
the terms of this Agreement shall be addressed to:
Name:
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Company:
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Address:
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▇▇▇▇▇▇▇▇ ▇ - PRODUCT AUTHORIZATIONS